A New Era - FRS 102 and Changes in Irish GAAP

The CPD Fest 2014 Day 1

The Essential Advisors’ Mix 2014

A New Era - FRS 102 and

Changes in Irish GAAP

Presentation

Presenter: Des O’Neill

www.CPDStore.com

Core Technical Online CPD for Irish Accountants

Tax, Audit, Financial Reporting, Insolvency, Company Law, Regulation, Management Accounting & Business Skills

OmniPro Education & Training Unit 3, South Court, Wexford Road Business Park, Carlow.

Block B, Iveagh Court, Harcourt Road, Dublin 2. 059 9183888 01 4110000

www.omnipro.ie [email protected]

© OmniPro Education & Training 2014 1 of 156

FINANCIAL REPORTING UNDER THE NEW REGIME

• The Primary Statements that make up the Financial Statements

• The key sections and disclosures and the key changes from current GAAP to FRS 102

• The Transition process under FRS 102

• Impact of the Companies Act 2014 on Financial Reporting

• Micro Entities and the FRSSE

• Current GAAP Issues

• FRS 100 Application of Financial Reporting Requirements

• FRS 101 Reduced Disclosure Framework

• FRS 102 The Financial Reporting Standard Applicable in the UK and ROI

• FRS 103 Insurance Contracts

Future of Financial Reporting


Tier 1 Tier 2 Tier 3

FRSSE FRS 102 EU-adopted IFRS

Entities eligible for small companies regime

Entities eligible for the small companies regime

Entities eligible for the small companies regime

Entities not small and not required to apply EU-

adopted IFRS

Entities not small and not required to apply EU-

adopted IFRS

Entities required to apply EU-adopted IFRS


• FRS 102 The Financial Reporting Standard Applicable in the UK and ROI

– Single financial reporting framework

– Aims to replace all extant financial reporting and accounting standards

– Financial Statements that are intended to give a true and fair view

– All entities – not just companies


• IFRS – 3000 Pages +

• FRS 102 – 35 Sections 225 Pages (Appendices 110 Pages)

• FRSSE – 50 Pages (Appendices 45)



• Proposed effective date 1 January 2015

• Periods ending 31st of December 2015

• Comparative periods ending 31st of December 2014

• Transition Date 1st of January 2014

• Early adoption permitted – Why?

– What about deferral?


Objectives ‐ Financial Statements provide information about

– Financial position

– Performance

– Cashflows

– For the purposes of decision making for users of the financial statement

S.2 – Concepts and Pervasive Principles

S.2 – Concepts and Pervasive Principles

– Understandability

– Relevance

– Materiality

– Reliability

– Substance over Form

– Prudence

– Completeness

– Comparability

– Timeliness

– Balance Between benefit and cost


Measurement – S.2

• Initial Recognition

– Assets and liabilities are measured at historic cost unless an alternative basis required

• Subsequent Measurement

– Financial Assets and liabilities – amortised costs less impairment unless initially designated

Measurement – S.2

• Subsequent Measurement

• Non Financial Assets

• Mostly historic cost but options for revaluation of property, plant and equipment

• Impairment options– Inventories – lower of cost and realisable value

– Property – must be reduced to its recoverable amount

Other Principals – S.2

• Accruals Basis

• Offsetting

• Standalone standard

• Basic concepts all addressed in Concepts and Pervasive principles (S10.4 to S10.6 Hierarchy for adopting accounting policies)


Financial Statement Presentation – S3

• S3.3 If FS prepared in accordance with FRS –explicit and unreserved statement of compliance in the notes (S.9)

• Must comply with all requirements

• S3.4 Extremely rare circumstances

• If conflict with the objective of the financial statements can depart from FRS


• S 3.5 Departure disclosures

– Management conclusion that FS present fairly the entity’s financial position , performance and cash flows

– Has complied with FRS except it has departed from a particular requirement to achieve fair presentation

– The nature of the departure, the treatment and why the FRS treatment would be misleading


• Going Concern – an entity is a going concern unless management either intends to

– Liquidate it

– Cease trading

– Or has no alternative but to

• Considered at least 12 months from the date the FS are authorised for issue



• Frequency at least annually

– If longer or shorter

• The fact, the reason, the comparatives

• Consistency from period to period

• Materiality

– Present separately each material class of similar items

– Aggregate immaterial items


• The Complete Set

– Statement of Financial Position

– Statement of Comprehensive Income – Single document

– Income Statement & Statement of Comprehensive Income

– Statement of Changes in Equity

– Statement of Cashflows


• The Complete Set

– Statement of Financial Position

– Statement of Comprehensive Income – Single document

– Income Statement & Statement of Comprehensive Income

– Statement of Changes in Equity

– Statement of Cashflows



• Combined P&L Statement of Income & Retained Earnings

• Can only be used where the only changes in the period arise from– Profit or loss

– Payments of dividends

– Correction of prior period errors

– Changes in accounting policy


• General information (P.53)

– Legal form, country of incorporation, address of registered office and principal place of business

– Description of the nature of the entity’s operations and principal activities (unless disclosed in business review)

Statement of Financial Position – S.4

• Balance Sheet (P.50 & P.85)

• Companies Acts Formats

• S3.22 Any entity may use titles for financial statements other than those used in the FRS as long as they are not misleading

• IFRS supersedes Irish Company Law


Statement of Financial Position – S.4

• Current V Non‐Current Assets

• Debtors due after more than 1 year

• Creditors – amounts falling due in less than 1 year

• Unconditional right to defer settlement of the creditor for at least 12 months from the reporting date

Statement of Comprehensive Income and Income Statement – S.5

– Profit & Loss Account (P.49 & P.83)

– Statement of Total Recognised Gains and Losses replaced by Statement of Comprehensive Income

– Single P&L Statement of Income & Retained Earnings Option

– Continued & Discontinued operations

– Prior period adjustments – material errors V fundamental

– Exceptional Items

– Extraordinary Items

Statement of Changes in Equity – S.6

• Statement of Changes in Equity and Statement of Income & Retained Earnings (P.51 & P.84)

• By Each component of Equity

• Called up share capital

• Share Premium

• Revaluation Reserve

• Retained Earnings


Statement of Changes in Equity –S.6

• Possible items for inclusion

• New shares & share premium

• Payment of dividends

• Transfer across reserves

• Correction of errors

• Changes in accounting policies

Statement of Cash Flows – S.7

• 3 headings (P.52)

– Operating ‐ 7.4

– Investing – 7.3

– Financing – 7.6

• Instead of 9 under FRS 1

• More flexibility around presentation

• Only subsidiary exemption (P.86)


• Operating Activities (Reconciliation Note Option)

– cash receipts from sale of goods and rendering of services,

– royalties, fees, commissions and other revenue, cash

– payments to suppliers for goods and services,

– cash payments to and on behalf of employees,

– refunds of income tax.



• Operating Activities Reconciliation

– Operating Profit Adjusted for

– Impairments, depreciation, amortisation

– Profit / Loss on disposals

– Working Capital movements

• Inventories, debtors and creditors

– Provisions less payments


• Investing activities

– Cash payments to acquire and cash receipts in relation to the sale of PPE, intangible assets and other long term assets,

– cash payments or receipts in relation to acquisition or disposal of equity or debt instruments,

– cash advances and loans to and from other parties


• Financing Activities – cash proceeds from issuing shares or other equity instruments,

– cash payments to redeem the entity’s shares,

– cash repayments of amounts borrowed,

– cash payments for the reduction of outstanding liabilities relating to a finance lease,

– cash proceeds from issuing debentures, loans, notes, bonds, mortgages or other short term or long term borrowings.


Notes to the FS – S.8

• The following disclosures are included, as a minimum, within the notes to the financial statements: (P.104)

• a statement of compliance with FRS 102;

• significant accounting policies;

Notes to the FS – S.8

• information about judgements that management has made in applying the accounting policies and that have the most significant effect on the amounts disclosed in the financial statements; (P.62 & P.90)

• key sources of estimation uncertainty;

• explanatory notes for items presented in the financial statements; and

• information not presented in the primary statements.

Consolidated and Separate FS S.9

• 9.3 Small Group Exemption (P.115)

– CA 2014 T/o €20m, BS €10m, 250 Ee 2 out of 3

– Intermediate parent exemption

• Subsidiary defined based on control

• Control is the power to govern the financial and operating policies of an entity to obtain benefits from its activities



• Directly or indirectly owns more than 50% of the voting power

• Has legal or contractual rights to control the majority of the entities voting power or board of directors

• Having control by having convertible instruments that are currently exercisable

• Dominant influence

• Managed on a unified basis


• Uniform accounting policies

• Uniform year ends

• Statutory V Non Statutory Audit financial statements and the associated audit reports and letters of engagement

Accounting Policies – S.10

• Relevant to economic decision making (P.103)

• Reliable, in that the financial statements:– represent faithfully the financial position, financial performance and cash flows of the entity;

– reflect the economic substance of transactions, other events and conditions, and not merely the legal form;

– are neutral, i.e. free from bias;

– are prudent; and

– are complete in all material respects.



• S10.5 When adopting policies if FRS does not not fully cover a transaction or condition

– Apply the FRS (or FRC Guidance documents)

– SORP

– The basic concepts and pervasive principles

• S10.6 Management may also consider the requirements of EU Adopted IFRS


• Changes in policies

– Full and specific disclosure

– Prior period adjustment – retrospective application

– Transitional Provisions

• Changes in estimates

– Prospective treatment

– Disclosure


• FRS 18 V FRS 102• FRS 18 ‐ In exceptional circumstances if the financial statements

in prior periods have been issued with errors that are of such significance as to destroy the “true and fair” view and hence the validity of the financial statements (fundamental errors) prior periods should be accounted for retrospectively (prior period adjustment adjust opening reserves and comparative figure) with all other errors being accounted for prospectively (adjusted in the current period)



• FRS 18 V FRS 102• FRS 102 ‐ All material prior period errors are adjusted

retrospectively (prior period adjustment) unless it is not possible to quantify the effect of the error.


• Prior Period adjustment Disclosures

– Nature of the prior period error

– For each period presented the amount of the correction for each line item affected

– The amount of the correction at the beginning of the earliest period

– An explanation if full details can not be disclosed

Income Tax – S.29

• Current tax liability recognised (P.106 & P.107)

• Recognition and measurement of deferred tax

• Withholding tax

• VAT


Income Tax – S.29

• Current tax expenses

• Account for Tax in the period in which it arises

• Unless dividend declared

• Close company surcharge

• Account for taxation in the period

Income Tax – S.29

• Revaluations of non‐monetary assets including investment properties

• Fair values on business combinations

• Unremitted earnings

• What about revalued property?

• More deferred tax provisions required than FRS 19

Income Tax – S.29

• Deferred Tax Rates Applied

• Tax rates and laws that have been enacted or substantively enacted by the reporting date

• S29.16 Investment Property – what will apply at sale of asset CGT Rates

• Trading Assets – CT Rates

• S29.15 Land and non depreciated assets – CGT Rates


Investment Property – S.16

• Properties held for rental purposes to third parties or part thereof (P.108)

• For capital appreciation purposes

• Initially recorded at cost

• Fair value if possible – unless undue cost or effort

• If FV can not be measured reliably revert to cost model ‐ account for as normal (ie revert to S.17)


• Independent Valuations not required

• Gains and losses are recognised in the P&L

• If mixed use, if fair value can be reliably measured can split

• No depreciation if at fair value

• Watch deferred tax implications S.29


• Key Disclosures

• Methods and assumptions in determining fair value

• The extent to which fair value has been based on an independent valuer



• Disclosures

– Opening Balance

– Additions

– Gains or losses on fair value valuation

– Transfers to PPE (where FV no longer available)

– Transfers to and from Inventories

Property Plant & Equipment – S.17

• Assets held for use in production or supply of goods and services (P.107)

• Or administrative purposes

• Expected to be used for more than 1 period

• Investment properties whose fair value can not be measured without undue cost or effort

• Components and Spare Parts – inventory V stand by equipment


• Initial recognition

• Probability of future economic benefit flow

• Costs can be reliably measured

• Land & Buildings to be treated as separable assets even if acquired together



• Measurement Post Recognition

• Cost less depreciation and impairment losses

• Or revaluation

• Sufficient regularity to ensure that carrying amount does not differ materially

• Valuations – Fair Value or Depreciated Replacement Cost

• Gains to SOCI and Equity


• Measurement Post Recognition

• Depreciation applied – Except Land unlimited useful life

• Residual values and useful lives can be reviewed when there are indicators

• Residual value at balance sheet reporting date V date of acquisition

Intangible Assets other than Goodwill S.18

• Non monetary assets without physical substance that are separable – (P.109 & P.110)

– can be separated or divided from the entity and sold

– Probable economic benefit flow

– Cost measured reliably



• Internally generated Intangible Assets

• Research – expensed as occurs

• Development – may be capitalised if it meets the criteria

– The technical feasibility of completing the intangible asset so that it will be available for use or sale.

– Its intention to complete the intangible asset and use or sell it.

– Its ability to use or sell the intangible asset.


How the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, theusefulness of the intangible asset.

The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

Its ability to measure reliably the expenditure attributable to the intangible asset during its development.


• Initial Recognition– If purchased at cost

– As part of business combination – fair value

• Subsequent Recognition– Cost or valuation model

– Amortised over useful lives

– Impairment provisions apply



• Useful Lives• If under contractual rights shall not exceed period of contractual

rights but may be shorter

• If unable to make a reliable estimate shall not exceed 5 years

• Amortise depreciable amount on a systematic basis over useful life

• Residual value normally 0 – residual value to reporting date

• FRS 10 – 20 years

Bus Combinations & Goodwill S.19

• Goodwill Initial Recognition (P.109)

– Acquired in a business combination as an asset

– At Cost = Excess of cost of the combination

• Goodwill Subsequent Recognition

– Amortised over useful lives

– Not to exceed 5 years

– Amortisation period & useful lives reviewed if change

Inventories – S.13

• Inventories are assets: (P.111)

• held for sale in the ordinary course of business;

• in the process of production for such sale; or

• in the form of materials or supplies to be consumed in the production process or in the rendering of services.



• Lower of Cost

• Estimated selling price less cost to complete the sale

• Valued at average cost & FIFO

• Impairment considered at each reporting date

• Stock impairments can be reversed if the reason for impairment reverses


• S.34 – Agriculture – Biological assets should be measured on initial recognition

• Point of harvest

• Lower of

• fair value less estimated selling cost

• cost / realisable value less selling cost

• Impact on Farm Acs V Revenue Treatment

Other Key Sections

• S.27 Impairment of Assets (FRS 11 P.109)

• S.21 Provisions and Contingencies (FRS 12 P.112)

• S.33 Related Party Disclosures (FRS 8 P.113)

• S.32 Events after the Period End (FRS 21 P.115)


The Transition Process – S35

• Proposed effective date 1 January 2015


• Comparative periods ending 31st of December 2014

• Transition Date 1st of January 2014

• Comparatives to be reported


• The entity’s first financial statements that conform to FRS102 make an explicit and unreserved statement.

• “This is the first set of financial statements prepared in accordance with FRS 102


• At the date of transition entities are required to prepare anopening balance sheet (opening statement of financial position)

• Four Steps– Recognise all assets and liabilities in accordance with FRS 102– Derecognise items previously recognised as assets/liabilitiesnot permitted under FRS 102

– Reclassify items that it recognised under Irish GAAP that aretreated differently under FRS 102

– Apply FRS 102 in measuring all recognised assets andliabilities



– A description of the nature of each change in accountingpolicy

– Reconciliation of equity as determined under previous IrishGAAP and its equity determined under FRS 102

• At the date of transition to FRS 102• At the end of the latest reporting period presented in the financial

statements

– A reconciliation of the profit/(loss) determined inaccordance with Irish GAAP for its latest reporting periodand its profit/(loss) for the same period as determinedunder FRS 102


Mandatory Exceptions for RetrospectiveApplication of FRS 102

– Derecognition of financial assets and liabilities– Hedge Accounting– Accounting Estimates– Discontinued Operations– Measuring Non-Controlling Interests


• Optional Exemptions– Business combinations

– Share based payment transactions

– Fair Value as deemed cost

– Revaluation as deemed cost

– Individual or Separate Financial Statements

– Compound Financial Instruments

– Service Concession Agreements

– Extractive Activities



• Optional Exemptions– Arrangements containing a Lease

– Decommissioning Liabilities included in the Cost of PPE

– Dormant companies

– Deferred development costs as a deemed cost

– Borrowing costs

– Lease incentives

– Public benefit entity combinations

– Assets and liabilities of subsidiaries, associates and joint ventures

– Designation of previously recognised financial instruments


• The 9 Practical Steps to Transition– Step 1 - Consider the Overall Transition Process

– Step 2 - Which Sections of FRS 102 Apply?

– Step 3 - What Accounting Policies are going to be adopted?

– Step 4 - What Mandatory Transitions Exemptions Apply?

– Step 5 - Are any Optional Transition Exemptions going to be adopted?


• The 9 Practical Steps to Transition– Step 6 - Recognise all assets and liabilities in accordance

with FRS 102

– Step 7 - Derecognise items previously recognised as assets/liabilities not permitted under FRS 102

– Step 8 - Reclassify items that it recognised under Irish GAAP that are treated differently under FRS 102

– Step 9 - Apply FRS 102 in measuring all recognised assets and liabilities


What About the FRSSE?

• 3rd of August 2012 - SI 304

• Turnover €8.8m

• Balance Sheet Total €4.4m

• Employees 50

• 2 out of 3 conditions

• New thresholds applied to current and preceding year

• Applicable to all accounts not finalised at 3rd of August 2012

• Increasing Trend in the UK €12.7m/€6.35m/50 EE

FRSSE

• Revised June 2013

• Effective periods commencing 1st of January 2015


• Small companies and groups as defined under company law

• Entities that would qualify if incorporated

• FRS 102 reflected

FRSSE

• Supplementary Amendment April 2014 to reflect Micro Entities

• Currently Under Full Consultation September 2014


Micro Entities

• Directive 2013/34/EU of the European Parliament and of the Council

• 26th of June 2013 (Optional Implementation)

• S 13 Micro undertakings have limited resources

• Rules ‐ disproportionate to their size

• Exempt them from certain obligations

• National requirements in relation to keeping records

• Investment undertakings specifically excluded

Micro Entities

• Balance Sheet Total

– €350,000

• Turnover

– €700,000

• Employees

– 10

Micro Entities – Under FRSSE Amendments April 2014

• UK Co Law references linking into the FRSSE

– Reduced disclosures P&L & Balance Sheet

– No revaluations

– Fixed asset investments at cost

– Investment properties treated the same as property based tangible fixed assets


Micro Entities – Under FRSSE Amendments

• Balance Sheet Format

• A Called up share capital not paid

• B Fixed Assets

• C Current Assets

• D Prepayments and Accrued Income

• E Creditors Amounts Falling Due within 1 year

• F Net Current Assets (Liabilities)


• Balance Sheet Format Contd

• G Total Assets less Current Liabilities

• H Creditors : Amounts Falling Due after More than 1 Year

• I Provision for Liabilities

• J Accruals and Deferred Income

• K Capital & Reserves


• P&L Format

• A Turnover

• B Other Income

• C Cost of Raw Materials

• D Staff Costs

• E Depreciation and other Amounts Written Off Assets

• F Other Charges

• G Tax

• H Profit or Loss



• Notes to the BS

• Details of Guarantees and Financial Commitments

– Particulars of the charge on the assets and the amount secured

– Contingent liabilities

– Contracts for Capital Expenditure

– Pension commitments

– Financial Commitments

• Directors benefits, advances, credit and guarantees

FRSSE Consultation Sept 2014

• The end of the FRSSE as we know it

• 30th of November 2014

• Periods commencing January 2015?

• Irish company law providing for Micro Entities

What about the Companies Bill 2012?

Part 6• Chapter 4 ‐ Statutory Financial Statements

• Chapter 5 ‐ Group Financial Statements Exemptions and exclusions

• Chapter 6 ‐ Disclosure of Directors’ Remuneration and transactions

• Chapter 7 ‐ Disclosure Required in notes to financial statements of other matters

• Schedule 3


Small Company Abridged Accounts

• Companies Acts 1986

• Small Companies

• Updated by SI 304 of 2012

• True and fair view

• SI 116 of 2005

• European Communities (International Financial Reporting Standards and Miscellaneous Amendments) Regulations 2005


• Companies Act 2014 S,353

• Balance Sheet

• Notes under S305 to S321

• Notes under Schedule 3 – Para 52, 53, 57, 58 and 68

• S.274 (3) notes do not apply


• S.305 & 306 – Disclosure of directors remuneration

• S.307 & 308 - Information about directors benefits, loans, quasi loans, credit transactions and guarantees

• S.309 – Transactions in which directors have a material interest

• S.310, 311, 312 & 313 – Credit Institution Exceptions and requirements



• S.314, 315 & 316 – Information on related undertakings

• S.317 – Particulars of Staff

• S.318 – Details of authorised, allotted share capital and movements

• S.319 – Financial Assistance for purchase of own shares


• S.320 – Holding own shares

• S.321 – Disclosure of Accounting Policies

• S.322 – Disclosure of remuneration for audit, audit related and non-audit work

• S.323 – Arrangements not included in the Balance Sheet


• Schedule 3 Para 52 Derivatives

• P.53 Financial assets which could be included at fair value

• P.57 The provision for deferred tax to be shown separately from the amount of any provision for other taxation

• P.58 Details of indebtedness – debt maturity

• P.68 Foreign Currency translation


Current Financial Reporting Issues

• Directors report structure and detail

• Audit Report Format

• Accounting Policies – Completeness, relevance & tailored

• Group Accounts Consolidation and the Adoption of Accounting Policies

Current Financial Reporting Issues

• Treatment of Preference Shares under FRS 25 –Equity V Liabilities

• Goodwill Amortisation Rates under FRS 10

• FRS 15 – Non Depreciation of Assets & Disclosure of valuations

• Related Party Transactions and Group Relief from Disclosure

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Wexford Road,

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059 9183888

Block B,

Iveagh Court,

Harcourt Road,

Dublin 2.

01 4110000


The CPD Fest 2014 Day 1

The Essential Advisors’ Mix 2014

A New Era - FRS 102 and

Changes in Irish GAAP

Supporting Documentation

Presenter: Des O’Neill

www.CPDStore.com

Core Technical Online CPD for Irish Accountants

Tax, Audit, Financial Reporting, Insolvency, Company Law, Regulation, Management Accounting & Business Skills

OmniPro Education & Training Unit 3, South Court, Wexford Road Business Park, Carlow.

Block B, Iveagh Court, Harcourt Road, Dublin 2. 059 9183888 01 4110000

www.omnipro.ie [email protected]


FRS 102 Decision Tree

1. Is the entity publicly listed or is it required to

prepare its financial statements in accordance with

EU Adopted IFRS under any other regulation or

legislation?

Apply EU Adopted IFRS in

the preparation of entity

financial statements

2. Does the entity want

to apply EU Adopted

3. Does the entity want to apply

reduced disclosures with IFRS

recognition and measurement

principles (FRS 101)?

4a. Is the entity eligible to

apply FRSSE?

4b. Has the entity

chosen to apply

FRSSE?

Apply

FRSSE

5. Is the entity dormant?

FRS 102 allows a dormant entity to retain existing

accounting policies until new transactions take place

or account balances change

6. Is the entity a group

member preparing

publicly available

consolidated financial

statements (‘Qualifying

entity’)?

Apply FRS 102

8. Are these the individual

financial statements of the

entity?

Apply FRS 101

Apply FRS 102

Yes

No

Yes

No

No

YesYes

Yes

No

No

Yes

Yes

No

YesOR


Contents

Page

SUMMARY 3

FINANCIAL REPORTING STANDARD 102Financial Reporting Standard applicable in the UK and Republic of Ireland

1 Scope 8

2 Concepts and Pervasive Principles 11

3 Financial Statement Presentation 20

4 Statement of Financial Position 25

5 Statement of Comprehensive Income and Income Statement 27

Appendix: Example showing presentation of discontinued operations

6 Statement of Changes in Equity and Statement of Income and Retained Earnings 32

7 Statement of Cash Flows 34

8 Notes to the Financial Statements 39

9 Consolidated and Separate Financial Statements 41

10 Accounting Policies, Estimates and Errors 51

11 Basic Financial Instruments 56

12 Other Financial Instruments Issues 71

13 Inventories 78

14 Investments in Associates 82

15 Investments in Joint Ventures 86

16 Investment Property 90

17 Property, Plant and Equipment 93

18 Intangible Assets other than Goodwill 99

19 Business Combinations and Goodwill 107

20 Leases 114

21 Provisions and Contingencies 121

Appendix: Examples of recognising and measuring provisions

22 Liabilities and Equity 129

Appendix: Example of the issuer’s accounting for convertible debt

23 Revenue 137

Appendix: Examples of revenue recognition

24 Government Grants 149

25 Borrowing Costs 151

26 Share-based Payment 153

27 Impairment of Assets 159

28 Employee Benefits 167

CONTENTS

1


Page

29 Income Tax 178

30 Foreign Currency Translation 183

31 Hyperinflation 188

32 Events after the End of the Reporting Period 191

33 Related Party Disclosures 194

34 Specialised Activities

Agriculture 198

Extractive Activities 201

Service Concession Arrangements 201

Financial Institutions 203

Retirement Benefit Plans: Financial Statements 206

Heritage Assets 209

Funding Commitments 210

Incoming Resources from Non-exchange Transactions 211

Public Benefit Entity Combinations 213

Public Benefit Entity Concessionary Loans 214

Appendix A: Guidance on funding commitments 216

Appendix B: Guidance on incoming resources from non-exchange transactions 217

35 Transition to this FRS 219

APPROVAL BY THE FRC 226

THE ACCOUNTING COUNCIL’S ADVICE TO THE FRC TO ISSUE FRS 102 227

APPENDICES

I Glossary 263

II Significant Differences Between FRS 102 and the IFRS for SMEs 291

III Table of Equivalence for UK Companies Act terminology 299

IV Note on Legal Requirements 300

V Previous Consultations 309

VI Republic of Ireland (RoI) Legal References 314

FINANCIAL REPORTING COUNCIL MARCH 2013

2


CRO Number - 123456

OmniPro Sample FRS 102 Company Limited

Directors’ Report & Financial Statements

Year Ended 31 December 2015 ______________________________________________________________ Disclaimer These financial statements are solely illustrative and intended to be used exclusively for educational and training purposes. They provide guidance in relation to the format and contents of FRS 102 company financial statements under the relevant company legislation and financial reporting standards. They do not purport to give definitive advice in any form. Despite taking every care in the preparation of this document OmniPro does not take any legal responsibility for the contents of these financial statements and the consequences that may arise due to any errors or omissions. OmniPro shall therefore not be liable for any damage or economic loss occasioned to any person acting on, or refraining from any action, as a result of or based on the material contained in this publication. The size criteria used to assess small and medium companies is outlined below. For those Companies which exceed two or more of the following in the current and preceding year. Large Co Medium Co Turnover €15,236,856 €8,800,000Balance Sheet Total €7,618,428 €4,400,000Employees 250 50

ES PASE (Ethical Standard Provisions Available for Small Entities) may be availed of for those Companies which meet two or more of the following:

not more than €7.3million in turnover; not more than €3.65million balance sheet total; and not more than 50 employees.

Disclosures in this regard have been included in this Pro-Forma set of Financial Statements. Each set of Financial Statements should be specifically tailored for each client.



Year Ended 31 December 2015

Contents

2 © OmniPro

Page Directors and other information 3 Directors report 4 - 7 Directors responsibilities 8 Independent Auditors Report to the Members 9 - 10 Profit and loss account 11 Balance sheet 12 Statement of Changes in Equity 13 Cashflow Statement 14 Statement of accounting policies 15 - 21 Notes to the financial statements 22 - 34




Directors and Other Information

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Directors1 Mr A Director Ms B Director Mr C Director Secretary Mr A Director Auditors Compliant Accountant & Co,

Registered Auditors, Accountants Row, Any County Bankers Any Big Bank PLC, Money Street, Moneysville, Any County Deep Pockets Bank, Financial Services Sector, Ballycash, Any County Solicitors Legal Eagles & Co., Court Place, Judgestown Any County Registered Office Construction Place, Builders Lane, Dunblock Any County

This information is disclosed as best practice, there are no legislative requirements attaching to directors and other information disclosures 1 State nationality of directors if not Irish




Directors’ Report

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The directors present their annual report and audited financial statements for the year ended 31 December 2015. Principal Activities and Business Review23 The principal activity of the company is the provision of construction services to both the private and commercial sectors. From their operations base and depot in Construction Place, Builders Lane, Dunblock, Any County they also sell pre-cast concrete products to private individuals and the construction industry. The company is supplied with the pre-cast concrete products by a wholly owned subsidiary company, which operates independently from a separate location. The company has continued to improve performance in recent years. Turnover has increased by xx% on prior year allowing the firm to maintain excellent profitability levels in a challenging and rapidly changing industry. Future Developments4 The directors are not expecting to make any significant changes in the nature of the business in the near future. Or The directors have indicated their intention to capitalise on industry shifts by continuing to review and focus their operations accordingly in the future. Results and Dividends5 The retained profit for the financial year amounted to €244,883 (2013: €276,132) and this was transferred to reserves at the year end. The directors have not declared a dividend for the year. Or The retained profit for the financial year amounted to €244,883 (2013: €276,132). An interim dividend of €xx.xx (2013: €xx.xx) per ordinary share, amounting to €xx,xxx (2013: €xx,xxx) was paid on 1 December 2013. A final dividend of €xx.xx (2013: €xx.xx) per ordinary share, amounting to €xx,xxx (2013: €xx,xxx) was declared and authorised on 30 May 20146 and will be paid on 30 September 2014.7 €xx,xxx was transferred to reserves at the year end. Principal Risks and Uncertainties8 In common with all companies operating in Ireland in this sector, the company faces increasing energy and material costs. The directors are of the opinion that the company is well positioned to manage these costs. 2 Section 13(a), Companies (Amendment) Act 1986 – Include information relevant to subsidiary undertakings if necessary 3 Section 158(3), Companies Act 1963 – Document any significant changes during the year in the nature of the business of the company or of its subsidiary undertakings 4 Section 13(c), Companies (Amendment) Act 1986 5 Section 158(1), Companies Act 1963 6 Dividends must be declared and authorised in advance of the year end 7 Amend as appropriate depending on the payment of dividend or not 8 Section 13(a), Companies (Amendment) Act 1986 – Include information relevant to subsidiary undertakings if necessary




Directors’ Report

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OmniPro Sample Medium/Large Company operates in a cyclical industry and is affected by factors beyond the control of the company for example level of construction activity. OmniPro Sample Medium/Large Company faces strong competition in the market and if the company fails to compete successfully market share may decline. Financial Risk Management9 The company’s operations expose it to a variety of financial risks that include price risk, credit risk, liquidity risk and interest rate risk. To maintain stable cash out flows the company maintains 100% (2013: 100%) of its debt at fixed rate and to maintain 50% of its debt payable within one year. The company does not use derivative financial instruments to manage financial risk and no hedge accounting is applied. Price Risk The company is exposed to the price risk of commodities through its operations. The directors believe that the cost of managing this risk is in excess of the potential benefits given the size of the company. The directors, however, review the appropriateness of this policy on an annual basis. Credit Risk The company requires that appropriate credit checks are carried out on new customers before sales are made. All customers have individual credit limits that are reviewed on an on-going basis by the board. Provisions for bad debts are made based on historical evidence and any new events which might indicate a reduction in the recoverability of cash flows. Liquidity Risk The company maintains a mix of long and short term finance to ensure the company has sufficient funds available to meet obligations as they fall due. Interest Rate Risk The company holds both interest bearing assets and liabilities. Assets include cash balances which earn a fixed rate of interest. The company policy is to maintain debt at a fixed rate to ensure future interest cash flows. Impact of FRS 102 The financial statements for the year ended 31 December 2015 have been prepared in accordance with FRS 102 and the comparative figures for the year ended 31 December 2014 were restated where necessary under FRS 102. Directors The directors who held office during the year are listed on page 3. Mr. A Director and Ms. B Director retire from the board by rotation in accordance with the Articles of Association and, being eligible, offer themselves for re-election10.

9 Section 13(f), Companies (Amendment) Act 1986 – Required for large companies where material financial instruments are used by the company 10 Deemed best practice under Memo & Arts




Directors’ Report

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Director’s & Secretary’s interests11 The director’s and secretary’s interests in the company at the beginning and end of the year were as follows; Mr A Director Ms B Director €1 ordinary shares €1 ordinary shares Total At the beginning of the year 550 250 800 At the end of the year 550 250 800

Or Details of directors’ shareholdings, transactions and related interests are set out in Note XX to the financial statements. Events after the Balance Sheet date12 There have been no significant events affecting the company since the year-end. Or Post year end the company into a contract to purchase the trade of a related business, this will increase turnover and profits going forward. Research and Development13 The company did not engage in any research and development activity during the year. Or The company was engaged in research and development activities in the development of patents, the cost incurred in the year was €xx,xxxx. Political donations14 The company made the following political donations in the current year:

Party A - €xx,xxx Party B - €xx,xxx Party C - €xx,xxx

Payment of Creditors15

11 Section 63, Companies Act 1990 – Director’s interests can also be disclosed by way of note to the accounts (Shadow directors interests must also be disclosed) 12 Section 13(b), Companies (Amendment) Act 1986 13 Section 13(d), Companies (Amendment) Act 1986 14 Section 17, Electoral (Amendment) (Political Funding) Act 2012 – Disclosure is required if political donations are in excess of €200 in the year. 15 Disclose if suppliers purport to trade under the terms of the EC (Late Payment in Commercial Transactions) Regulations 2012




Directors’ Report

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The directors acknowledge their responsibility for ensuring compliance with the provisions of the EC (Late Payment in Commercial Transactions) Regulations 2012. It is the company’s policy to agree payment terms with all suppliers and to adhere to those payment terms. Accounting Records16 The Directors acknowledge their responsibilities under Section 202 of the Companies Act 1990 to keep proper books and records for the company. In order to comply with the requirements of the act, a full time management accountant is employed. The books and records of the company are kept at the registered office and principal place of business at Construction Place, Builders Lane, Dunblock, Any County. Auditors In accordance with Section 160 (2) of the Companies Act, 1963, the auditors, Compliant Accountant & Co., Registered Auditors / Statutory Auditors / Statutory Audit Firm, Accountants Row, Any County will continue in office. On behalf of the board17 Mr A Director Ms B Director Director Director DATE: Additional disclosures not covered above:

An analysis of financial and non-financial key performance indicators used by the company - Section 13(a), Companies (Amendment) Act 1986

An indication of the existence of overseas branches and the countries in which they operate - Section 13(c), Companies (Amendment) Act 1986

16 Section 90, Company Law Enforcement Act 2001 17 Section 158(2), Companies Act 1963




Statement of Directors’ Responsibilities

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The directors are responsible for preparing the Directors' Report and the financial statements in accordance with Irish law and regulations. Irish company law requires the directors to prepare financial statements giving a true and fair view of the state of affairs of the company and the profit or loss of the company for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with Irish Generally Accepted Accounting Practice (accounting standards issued by the Financial Reporting Council and promulgated by the Chartered Accountants Ireland / Institute of Certified Public Accountants / Association of Chartered Certified Accountants/Institute of Incorporated Public Accountants18 and Irish law). In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently; make judgments and accounting estimates that are reasonable and prudent; prepare the financial statements on the going concern basis unless it is inappropriate to

presume that the company will continue in business19.

The directors are responsible for keeping proper books of account that 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 Acts 1963 to 2013. 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. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions20. On behalf of the board Mr A Director Ms B Director Director Director DATE:

18 Amend as required depending on regulating Institute 19 Include where no separate statement on going concern is made by the directors 20 Include only if accounts are available on the company website


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Independent Auditors Report to the Members of OmniPro FRS 102 Sample Co. Limited for the year ended 31 December 2015

We have audited the financial statements of OmniPro FRS 102 Sample Co Limited for the year ended 31 December 2015, which comprises of Profit and Loss Account, the Balance Sheet, Statement of Changes in Equity and a Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is Irish law and accounting standards issued by the Financial Reporting Council and promulgated by Chartered Accountants Ireland / Institute of Certified Public Accountants / Association of Chartered Certified Accountants / Institute of Incorporated Public Accountants21, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland (Generally Accepted Accounting Practice in Ireland). This report is made solely to the company's members as a body in accordance with Section 193 of the Companies Acts, 1990. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in the audit 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 or 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 Directors’ Responsibilities Statement the directors are responsible for the preparation of the financial statements giving a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's [APB's] Ethical Standards for Auditors, including "APB Ethical Standard – Provisions Available for Small Entities (Revised)", in the circumstances set out in note [x] to the financial statements22. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements:

give a true and fair view in accordance with Generally Accepted Accounting Practice in Ireland of the state of the company’s affairs as at 31 December 2015 and of its profit for the year then ended; and

have been properly prepared in accordance with the requirements of the Companies Acts 1963 to 2013

Matters on which we are required to report by the Companies Acts 1963 to 2013

21 Amend as required depending on regulating Institute 22 Insert if ES PASE is being applied by the firm


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We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

In our opinion proper books of account have been kept by the company. The financial statements are in agreement with the books of account. In our opinion the information given in the director’s report is consistent with the financial

statements. The net assets of the company as stated in the balance sheet are more than half the amount of

its called-up share capital and, in our opinion, on that basis there did not exist at 30th of June 2014 a financial situation which under Section 40 (1) of the Companies (Amendment) Act 1983 would require the convening of an extraordinary general meeting of the company.

Matters on which we are required to report by exception We have nothing to report in respect of the provisions in the Companies Acts 1963 to 2013, which require us to report to you if, in our opinion the disclosures of directors’ remuneration and transactions specified by law are not made23. Signed by: Personal name of auditor Date: For and on behalf of: Compliant Accountant & Co24

Chartered Chartered Accountants & Registered Auditors/Statutory Audit Firm, Accountants Row, Any County

ACCA

Chartered Certified Accounts & Statutory Auditors/Statutory Auditor, Accountants Row, Any County

CPA

Certified Public Accountants & Statutory Audit Firm, Accountants Row, Any County

IIPA

Incorporated Public Accountant Firm, Accountants Row, Any County

23 Section 191(8), Companies Act 1963 – Particulars of Directors salaries not disclosed

24 The firm name must reflect the name of the firm as it appears on the public register of the Registrar of Companies



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Profit and Loss Account

For the Year ended 31 December 2015

31-Dec 31-Dec 2015 2014

Notes € €

Revenue 4 7,214,102 7,218,727

Cost of sales (2,231,595) (3,665,856)

Gross profit 4,982,507 3,552,871

Distribution expenses (345,987) (326,531)Administration expenses 5 (2,837,435) (2,945,133)

Operating profit 1,799,085 281,207

Interest payable and similar costs 6 (246,586) (199,721)

Profit on ordinary activities before taxation 1,552,499 81,486

Taxation 7 (297,505) (92,626)

Profit/(Loss) on ordinary activities after taxation 1,254,994 (11,140) 31-Dec 31-Dec 2015 2014 Statement of Comprehensive Income € € Profit/(Loss) for the financial year 1,254,994 (11,140) Deferred tax relating to revaluation of tangible assets - 25,000 Total Comprehensive Income for the year 1,254,994 13,860

The accompanying notes form an integral part of the financial statements.

The revenue and operating profit relate to continuing operations as no businesses were acquired or disposed of in 2015 or 2014.

On behalf of the board Mr A Director Ms B Director Director Director

DATE



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Balance Sheet

For the Year ended 31 December 2015

31-Dec 31-Dec 2015 2014

Notes € €

Fixed assets Property, plant and equipment 9 1,470,024 84,886Investment properties 10 850,725 3,390,021Investment in subsidiaries 11 35,640 209,200

2,356,389 3,684,107

Current assets Inventories 12 396,209 472,166Trade and other receivables 13 3,187,177 1,464,187Cash and cash equivalents 126,772 17,721

3,710,158 1,954,074

Creditors due within one year Trade and other payables 14 (726,539) (541,830)Borrowings 15 (1,066,950) (2,078,458)Current tax liability (280,351) (64,812)Provisions for other liabilities and charges (188,907) (178,139)

(2,262,747) (2,863,239)

Net current assets 1,447,411 (909,165)

Total assets less current liabilities 3,803,800 2,774,942

Creditors due after one year Borrowings 15 (1,903,810) (2,130,125)

Net Assets 1,899,990 644,817

Equity Equity share capital 16 184,112 184,112Revaluation reserve 225,000 225,000Retained profit 17 1,490,878 235,884

Total equity 1,899,990 644,996

On behalf of the board

Mr A Director Ms B Director Director Director DATE



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Statement of Changes in Equity For the Year ended 31 December 2015

Equity Share

Revaluation Retained Total

Capital Reserve Earnings Equity

€ € € €

Balance at 1 January 2014 184,112 200,000 247,024 631,136

Loss for the year - - (11,140) (11,140)

Other Comprehensive Income - 25,000 - 25,000

Balance at 31 December 2014 184,112 225,000 235,884 644,996


Profit for the year - - 1,254,994 1,254,994

Other Comprehensive Income - - - -

Balance at 31 December 2015 184,112 225,000 1,490,878 1,899,990



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Statement of Cashflows For the Year ended 31 December 2015

31-Dec 31-Dec

2015 2014

Notes € €

Cash flows from operating activities

Cash generated from operations 649,399 182,624

Taxation paid (215,539) (42,109)

Net cash generated from operating activities 433,860 140,515

Cash flows from investing activities

Purchase of property, plant and equipment (PPE) (1,535,158) (956,124)

Purchase of intangible assets 0 0

Net cash used in investing activities (1,535,158) (956,124)

Cash flows from financing activities

Interest received Interest paid 0 0

Interest paid (246,586) (199,721)

Net cash used in financing activities (246,586) (199,721)

Net (decrease)/increase in cash and cash equivalents (1,347,884) (1,015,330)

Cash and cash equivalents at beginning of year (4,190,862) (5,206,192)

Cash and cash equivalents at end of year (2,842,978) (4,190,862)



Year Ended 31 December 2015 Accounting Policies

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The significant accounting policies adopted by the Company and applied consistently are as follows: (a) General information OmniPro Sample FRS 102 Company Limited is primarily engaged in the provision of construction services to both the private and commercial sectors. From their operations base and depot in Construction Place, Builders Lane, Dunblock, Any County they also sell pre-cast concrete products to private individuals and the construction industry. The company is supplied with the pre-cast concrete products by a wholly owned subsidiary company, which operates independently from a separate location. The company is a limited liability company incorporated and domiciled in Ireland. The company is tax resident in Ireland. This is the first set of financial statements prepared by OmniPro Sample FRS 102 Company Limited in accordance with accounting standards issued by the Financial Reporting Council, including the FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”). The company transitioned from previously extant Irish and UK GAAP to FRS 102 as at 1 January 2014. An explanation of how transition to FRS 102 has affected the reported financial position and financial performance is given in note 2. The significant accounting policies adopted by the Company and applied consistently in the preparation of these financial statements are set out below. (b) Basis of preparation The Financial Statements are prepared on the going concern basis, under the historical cost convention, as modified by the revaluation of certain tangible fixed assets measured at fair value through profit or loss. The financial statements are prepared in Euro which is the functional currency of the company. (c) Consolidation25 The company and its subsidiaries combined meet the size exemption criteria for a group and the company is therefore exempt from the requirement to prepare consolidated financial statements by virtue of Regulation 7 of the European Communities (Companies: Group Accounts) Regulations, 1992. Consequently, these financial statements deal with the results of the company as a single entity. (d) Currency (i) Functional and presentation currency

Items included in the financial statements of the company are measured using the currency of the primary economic environment in which the company operates ("the functional currency"). The financial statements are presented in euro, which is the company's functional and presentation currency and is denoted by the symbol "€".

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the

25 Applicable to Group companies who do not meet the size criteria to prepare consolidated financial statements




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transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘finance (expense)/income’. All other foreign exchange gains and losses are presented in the profit and loss account within ‘Other operating (losses)/gains’.

(e) Revenue Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue comprises the fair value of consideration received and receivable exclusive of value added tax and after discounts and rebates. Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue from the provision of services is recognised in the accounting period in which the services are rendered and the outcome of the contract can be estimated reliably. The company uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided. (f) Interest income Interest income is recognised using the effective interest method. (g) Dividend income Dividend income from subsidiaries is recognised when the Company’s right to receive payment has been established. (h) Dividend distribution Dividend distribution to the company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the company’s shareholders. (i) Government grants Government grants are recognised at their fair value in profit or loss where there is a reasonable assurance that the grant will be received and the Company has complied with all attached conditions. Capital Grants received where the Company has yet to comply with all attached conditions are recognised as a liability (and included in deferred income within trade and other payables) and released to income when all attached conditions have been complied with. Revenue Grants are credited to income so as to match them with the expenditure to which they relate. Government grants received are included in ‘other income’ in profit or loss.




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(j) Taxation The company is managed and controlled in the Republic of Ireland and, consequently, is tax resident in Ireland. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively. (i) Current tax

Current tax is calculated on the profits of the period. Current tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date.

(ii) Deferred tax

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These 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 provided in full on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

Current or deferred taxation assets and liabilities are not discounted. (k) Property plant and equipment (i) Cost

Property, plant and equipment are recorded at historical cost or deemed cost, less accumulated depreciation and impairment losses. Cost includes prime cost, overheads and interest incurred in financing the construction of tangible fixed assets. Capitalisation of interest ceases when the asset is brought into use. Freehold premises are stated at cost (or deemed cost for freehold premises held at valuation at the date of transition to FRS 102) less accumulated depreciation and accumulated impairment losses The company previously adopted a policy of revaluing freehold premises and they were stated at their revalued amount less any subsequent depreciation and accumulated impairment losses. The company has adopted the transition exemption under FRS 102 paragraph 35.10(d) and has elected to use the previous revaluation as deemed cost. The difference between depreciation based on the deemed cost charged in the profit and loss account and the asset’s original cost is transferred from revaluation reserve to retained earnings. Equipment and fixtures and fittings are stated at cost less accumulated depreciation and accumulated impairment losses.




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(ii) Depreciation Depreciation is provided on property, plant and equipment, on a straight-line basis, so as to write off their cost less residual amounts over their estimated economic lives. The estimated economic lives assigned to property, plant and equipment are as follows:

Freehold Premises 2% straight line on cost Motor vehicles 25% straight line on cost Office Equipment, fixtures & fittings 12½% straight line on cost Computer equipment 25%/33⅓% straight line on cost

The company’s policy is to review the remaining economic lives and residual values of property, plant and equipment on an on-going basis and to adjust the depreciation charge to reflect the remaining estimated life and residual value. Fully depreciated property, plant & equipment are retained in the cost of property, plant & equipment and related accumulated depreciation until they are removed from service. In the case of disposals, assets and related depreciation are removed from the financial statements and the net amount, less proceeds from disposal, is charged or credited to the income statement.

(iii) Impairment Assets not carried at fair value are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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. Value in use is defined as the present value of the future pre-tax and interest cash flows obtainable as a result of the asset’s continued use. The pre-tax and interest cash flows are discounted using a pre-tax discount rate that represents the current market risk free rate and the risks inherent in the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss. If an impairment loss is subsequently reverses, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

(l) Investment properties The group owns a number of freehold office buildings that are held to earn long term rental income and for capital appreciation. The property is not occupied by any group companies. Investment properties are initially recognised at cost. Investment properties whose fair value can be measured reliably are measured at fair value. Changes in fair value are recognised in the profit and loss account.




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(m) Investments in subsidiary undertakings Investments in subsidiary undertakings are shown at historical cost less provision for impairments in value. (n) Leases (i) Finance leases

Leases in which substantially all the risks and rewards of ownership are transferred by the lessor are classified as finance leases. Tangible fixed assets acquired under finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments and are depreciated over the shorter of the lease term and their useful lives. The capital element of the lease obligation is recorded as a liability and the interest element of the finance lease rentals is charged to the profit and loss account on an annuity basis. Each lease payment is apportioned between the liability and finance charges using the effective interest method.

(ii) Operating leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

(iii) Lease incentives Incentives received to enter into a finance lease reduce the fair value of the asset and are included in the calculation of present value of future minimum lease payments. Incentives received to enter into an operating lease are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease.

(o) Inventories Inventories comprise consumable items and goods held for resale. Inventories are stated at the lower of cost and net realisable value. Cost is calculated on a first in, first out basis and includes invoice price, import duties and transportation costs. Net realisable value comprises the actual or estimated selling price less all further costs to completion or to be incurred in marketing, selling and distribution. At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account. (p) Trade receivables Trade receivables are recognised initially at fair value and subsequently less any provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. All movements in the level of the provision required are recognised in the profit and loss.




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(q) Cash and cash equivalents Cash and cash equivalents include cash on hand, demand deposits and other short- term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. (r) Trade payables Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method. (s) Borrowings Borrowings are recognised initially at the transaction price (present value of cash payable to the bank, including transaction costs). Borrowings are subsequently stated at amortised cost. Interest expense is recognised on the basis of the effective interest method and is included in finance costs. Borrowings are classified as current liabilities unless the Company has a right to defer settlement of the liability for at least 12 months after the reporting date. (t) Provisions Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost. (u) Contingencies Contingent liabilities, arising as a result of past events, are not recognised when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote. Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable. (v) Employee Benefits The company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans.




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(i) Short term benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

(ii) Annual bonus plans

The company recognises a provision and an expense for bonuses where the company has a legal or constructive obligation as a result of past events and a reliable estimate can be made.

(iii) Defined contribution pension plans The Company operates a defined contribution plan. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate fund. Under defined contribution plans, the company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. For defined contribution plans, the company pays contributions to privately administered pension plans on a contractual or voluntary basis. The company has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(w) Dividend distribution Dividend distribution to equity shareholders are recognised as a liability in the company's financial statements in the period in which the dividends are approved by the equity shareholders. These amounts are recognised in the statement of changes in equity. (x) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. (y) Related party transactions The company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.




Notes to the Financial Statements

22 © OmniPro

1. TRANSITION TO FRS 102

Prior to 1 January 2014 the company prepared its financial statements under previously extant Irish GAAP. From 1 January 2013, the company has elected to present its annual financial statements in accordance with FRS 102 and the Companies Act 1963 to 2013. The comparative figures in respect of the 2014 financial statements have been restated to reflect the company’s adoption of FRS 102 from the date of transition at 1 January 2014. Set out below are the changes in accounting policies which reconcile profit for the financial year ended 31 December 2014 and the total equity as at 1 January 2014 and 31 December 2014 between Irish GAAP as previously reported and FRS 102. In preparing this financial information, the company has applied certain exceptions and exemptions from full retrospective application of FRS 102 as noted below. Exceptions Derecognition of financial assets and liabilities In accordance with FRS 102, as a first-time adopter, the company did not retrospectively recognise financial assets and liabilities previously derecognised under Irish GAAP before the date of transition. Accounting estimates In accordance with FRS 102, as a first-time adopter, the company did not revise estimates on transition to reflect new information subsequent to the original estimates. Exemptions Business combinations The company has elected not to apply Section 19 of FRS 102 retrospectively to business combinations effected before 1 January 2014. Rent free period for operating leases Under previous Irish GAAP operating lease incentives such as rent free periods, were spread over the shorter of the lease period or the period to when the rental was set to a fair market rent. FRS 102 requires that such incentives to be spread over the lease period. The company has taken advantage of the exemption for existing leases at the transition date to continue to recognise these lease incentives on the same basis as previous Irish GAAP. Accordingly the FRS 102 accounting policy has been applied to new operating leases entered into since 1 January 2014. Investments in subsidiaries The company has adopted the carrying value of subsidiary investments under Irish GAAP on the date of transition as their deemed cost rather than carrying out a valuation at the date of transition as permitted by FRS 102.

2. FRS 102 PRINCIPLE ADJUSTMENTS

The reconciliation of the profit and loss prepared in accordance with Irish GAAP and in accordance with FRS 102 for the year ended 31 December 2014 and the reconciliation of the amount of total equity at 31 December 2014, before and after the application FRS 102, is as follows:





23 © OmniPro

Profit for the Total equity Total equity

year ended as at as at

31-Dec 01-Jan 31-Dec

2014 2014 2014

€ € €

As reported under Irish GAAP 52,860 711,136 763,996

Impact of:

- Holiday pay accrual (a) (12,000) (62,000) (74,000)

- Rent free period for operating leases (b) (32,000) (32,000)

Deferred tax impact of:

- Holiday pay accrual 1,000 7,000 8,000

- Rent free period for operating leases 4,000 0 4,000

- Revaluation of freehold premises (25,000) (25,000)

As reported under FRS 102 13,860 631,136 644,996

(a) Holiday pay accrual Irish GAAP Under Irish GAAP provisions for holiday pay accruals were not recognised and holiday pay was charged to the Profit and Loss account as they were paid. FRS 102 FRS 102 requires short-term employee benefits to be charged to the profit and loss account as the employee service is received. Impact This has resulted in the company recognising a liability for holiday pay of €62,000 on transition to FRS 102. In the year to 31 December 2014 an additional charge of €12,000 was recognised in the profit and loss account and the liability at 31 December 2014 was €74,000. (b) Rent free period for operating leases Irish GAAP Under Irish GAAP operating lease incentives, such as rent free periods were spread over the shorter of the lease period or the period to when the rental was set to a fair market rent. FRS 102 FRS 102 requires that such incentives to be spread over the lease period. The company has taken advantage of the exemption for existing leases at the transition date to continue to recognise these lease incentives on the same basis as previous Irish GAAP. Accordingly the FRS 102 accounting policy has been applied to new operating leases entered into since 1 January 2014. Impact This has resulted in an increased operating lease charge of €32,000 for the year 31 December 2014 with a corresponding increase in the accrued lease liability at 31 December 2014.





24 © OmniPro

(c) Revaluation of tangible assets Under previous Irish GAAP the company had a policy of revaluing freehold premises. On transition to FRS 102 the company has elected to use the previous revaluation of certain premises at 31 December 2013 as the deemed cost for that asset. There is no effect on the balance sheet on transition. In the year ended 31 December 2014 the revaluation for the year ended 31 December 2014 is no longer recognised in Other Comprehensive income. As the revaluation was effected at the end of the financial year there was no change to the depreciation charge for the year ended 31 December 2014. (d) Deferred taxation The company has accounted for deferred taxation on transition as follows: (i) Holiday pay accrual - Deferred tax of €7,000 has been recognised at 12.5% on the liability

recognised on transition at 1 January 2014. In the year ended 31 December 2014 the company has recognised a charge of €1,000 in the profit and loss account in respect of the reduction of the holiday pay accrual.

(ii) Rent free period for operating leases – In the year ended 31 December 2014 the company has

recognised a charge of €4,000 in the profit and loss account in respect of the increased operating lease charge.

(iii) Revaluation of freehold premises – Under previous Irish GAAP the company was not required to

provide for taxation on revaluations. Under FRS 102 deferred taxation is provided on the temporary difference arising from the revaluation. A deferred tax charge of €25,000 arose on transition to FRS 102.

(e) Statement of cash flows Irish GAAP Under Irish GAAP, cash flows were presented separately for operating activities, returns on investment and servicing of finance, taxation, capital expenditure and financial investment, acquisitions and disposals, equity dividends paid and financing. FRS 102 Under FRS 102, cash flows are required to be shown separately for three categories only, namely, operating, investing and financing. Additionally the cash flow statement reconciles to cash and cash equivalents whereas under previous Irish GAAP the cash flow statement reconciled to cash. Cash and cash equivalents are defined in FRS 102 as “cash on hand and demand deposits and short term highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value” whereas cash is defined in FRS 1 as “cash in hand and deposits repayable on demand with any qualifying institution, less overdrafts from any qualifying institution repayable on demand”. Impact Cash flows from taxation and returns on investments and servicing of finance shown under Irish GAAP are included as operating activities under FRS 102.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.





25 © OmniPro

Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Establishing lives for depreciation purposes of property, plant and equipment Long-lived assets, consisting primarily of property, plant and equipment, comprise a significant portion of the total assets. The annual depreciation charge depends primarily on the estimated lives of each type of asset and estimates of residual values. The directors regularly review these asset lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful lives is included in the accounting policies. (b) Inventory provisioning The company is involved in the construction industry and are engaged in a number of long term contracts at the year end. As a result it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the stage of completion, the estimated realisable value and the estimated costs to completion. The level of provision required is reviewed on an on-going basis. (c) Providing for doubtful debts The company makes an estimate of the recoverable value of trade and other debtors. The company uses estimates based on historical experience in determining the level of debts, which the company believes, will not be collected. These estimates include such factors as the current credit rating of the debtor, the ageing profile of debtors and historical experience. Any significant reduction in the level of customers that default on payments or other significant improvements that resulted in a reduction in the level of bad debt provision would have a positive impact on the operating results. The level of provision required is reviewed on an on-going basis.

4. REVENUE All revenue derives from activities in the Republic of Ireland. The analysis of revenue by activity is as follows:

2015 2014

€ €

Construction 5,828,639 5,921,169

Pre-cast Concrete Retail 1,385,463 1,297,558

7,214,102 7,218,727





26 © OmniPro

5. OPERATING COSTS Operating costs are stated after charging:

2015 2014

€ €

Depreciation 149,999 170,037

Directors' remuneration: 212,000 225,600

Auditors' remuneration 13,000 12,500

6. FINANCE INCOME AND COSTS 2015 2014

€ €

On bank loans, overdrafts and other loans wholly repayable within five years

(246,586)

(199,721)

7. INCOME TAX 2015 2014

€ €

(a) Tax expense in the profit and loss:

Current tax expense 294,652 99,722

Deferred tax expense:

Origination and reversal of temporary difference 2,853 (7,096)

Total income tax expense in income statement 297,505 92,626

(b) Reconciliation of tax charge The tax assessed for the period is higher than the standard rate of corporation tax in Ireland for the year end 31 December 2015 of 12.5% (2014: 12.5%). The differences are explained below.

2015 2014

€ €

Profit before tax 1,552,449 106,486

Tax calculated at Irish tax rates of 12.5% (2014: 12.5%) 194,062 13,311

Effects of:

Non deductible expenses 22,088 3,137

Capital allowances less than depreciation 87,914 7,046

Utilisation of losses forward (626,128)

Corporation tax surcharge 30,948 28,881

Capital gain 545,408 27,181

Adjustment in respect of prior periods 40,360 20,166

Tax charge for year 294,652 99,722





27 © OmniPro

8. EMPLOYEES The average monthly number of employees was:

2015 2014

Administration 4 4

Distribution 2 2

Construction 8 8

14 14

2015 2014

Operating costs € €

Staff costs:

- Wages and salaries 550,567 725,805

- Social welfare costs 61,133 76,189

- Pension costs – defined contribution plans 46,746 43,289

Net staff costs included in operating costs 658,446 845,283

9. PROPERTY, PLANT AND EQUIPMENT

Freehold Premises

Motor Vehicles

Fixtures & Fittings

Computer Equipment

Total

€ € € € €

Costs

At beginning of year 207,473 150,038 288,979 144,523 791,013

Additions in year 1,295,000 165,000 91,733 34,704 1,586,437

Disposals in year - (93,359) - - (93,359)

At end of year 1,502,473 221,679 380,712 179,227 2,284,091

Depreciation

At beginning of year 187,723 111,836 270,802 134,767 705,128

Charge for Year 37,543 26,799 29,015 56,642 149,999

On disposals - (42,060) - - (42,060)

At end of year 225,266 96,575 299,817 191,409 813,067

Net book value

At 31 December 2015 1,277,207 125,104 80,895 (12,182) 1,471,024

At 31 December 2014 19,750 38,202 18,177 9,756 85,885





28 © OmniPro

The company's policy is to review the remaining economic lives and residual values of property, plant and equipment on an on-going basis and to adjust the depreciation charge to reflect the remaining estimated lives and residual value. Included above are the following amounts in respect of Motor Vehicles held under finance leases:

2015 2014

€ €

Net Book Value 66,884 129,389

Depreciation Charge for the Year 29,015 31,317

10. INVESTMENT PROPERTIES

Total

Costs €

At beginning of year 3,390,201

Additions in year -

Disposals in year (2,539,476)

At end of year 850,725

Depreciation

At beginning of year -

Charge for Year -

On disposals -

At end of year -

Net book value

At 31 December 2015 850,725

At 31 December 2014 3,390,201





29 © OmniPro

11. INVESTMENT IN SUBSIDIARIES 2015 2014

€ €

Shares in subsidiary undertakings 254 254

Other investments 35,386 208,946

35,640 209,200

Subsidiary undertakings

Company Name Country of

incorporation Details of

investment

Proportion held by company

Registered Office

Principle Activity

Precast Concrete Ltd

Ireland 1,270 €1 ordinary shares

100% Any Address

Manufacture of pre‐cast concrete products

The capital and reserves and profit of the subsidiary was as follows:

2015 2014

€ €

Profit 212,387 172,834

Capital and reserves 854,346 641,959

12. INVENTORIES

2015 2014

€ €

Stock of raw material 33,724 42,108

Stock of precast concrete products 71,769 84,968

Work in progress 290,716 345,090

396,209 472,166

The net replacement cost of stocks is not expected to be materially different from that shown above. Inventories are stated after provisions for impairment of €32,000 (2014: €28,000).





30 © OmniPro

13. TRADE AND OTHER RECEIVABLES

2015 2014

€ €

Trade debtors 1,022,788 1,083,813

Other debtors 279,008 57,865

Amounts owed by group companies 1,721,862 191,852

Prepayments 163,519 130,657

3,187,177 1,464,187

The fair values of trade and other receivables approximate to their carrying amounts. Trade debtors are stated after provisions for impairments of €105,000 (2014: €113,000).

Amounts owed by group companies are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

14. TRADE AND OTHER PAYABLES 2015 2014

€ €

Trade creditors 669,675 475,652

Other creditors and accruals 56,864 66,178

726,539 541,830

15. BORROWINGS 2015 2014

€ €

Current

Bank borrowings 1,066,950 2,078,458

Non-current

Bank borrowings 1,903,810 2,130,125

The bank facilities are secured by a debenture incorporating fixed and floating charges over the assets of the company and personal guarantees from the Directors

The facilities expiring within one year are annual facilities subject to review at various dates during 2015/2016.





31 © OmniPro

16. SHARE CAPITAL

2015 2014

€ €

Authorised Equity

1,000,000 ordinary shares of 1.27 each 1,269,738 1,269,738

Alloted, called up and fully paid equity

145,000 ordinary shares of 1.27 each 184,112 184,112 All issued shares are fully paid and have equal rights to vote at general meetings and receive dividends.

17. RESERVES Equity Share

Revaluation Retained Total

Capital Reserve Earnings Equity

€ € € €


Loss for the year (11,140) (11,140)

Other Comprehensive Income 25,000 25,000

Balance at 31 December 2014 184,112 225,000 235,884 644,996


Profit for the year 1,254,994 1,254,994

Other Comprehensive Income

Balance at 31 December 2015 184,112 225,000 1,490,878 1,899,990

18. CONTINGENCIES A legal action is pending against the company for alleged unfair dismissal. The directors under advisement from their legal team expect that the claim will be successfully defended. Should the company be unsuccessful in the action the maximum estimated settlement is not expected to exceed €10,000. It is not anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.

19. CAPITAL COMMITMENTS There were no capital commitments at the year ended 31 December 2015.





32 © OmniPro

20. DIRECTORS INTERESTS The director’s interests in the company at the beginning and end of the year were as follows;

Mr A Director Ms B Director€1 ordinary

shares €1 ordinary

shares Total

At the beginning of the year 72,500 72,500 145,000

At the end of the year 72,500 72,500 145,000

21. PENSIONS

2015 2014

€ €

Pension costs 46,746 43,289 The company operates an externally funded defined contribution scheme that covers substantially all the employees of the company. The assets of the scheme are vested in independent trustees for the sole benefit of these employees.





33 © OmniPro

22. RELATED PARTY TRANSACTIONS The company regards OmniPro plc, a company incorporated in Ireland, as the ultimate parent company. The following transactions were carried out with related parties:

2015 2014

€ €

Sales of goods and services

OmniPro plc 119,632

Purchase of goods and services

OmniPro plc 15,987

Year end balances arising from sale/purchase of goods/services

Receivable from related parties

OmniPro plc 1,721,862 191,852

Key management includes the Board of Directors (executive and non-executive), all members of the Company Management and the Company Secretary. The compensation paid or payable to key management for employee services is shown below: 2015

€ 2014

€Key management compensation Salaries and other short-term employee benefits 268,000 257,000Post-employment benefits 19,000 12,000 287,000 269,000 Loans to directors Mr A

Director Ms B

Director Opening balance 14,332 18,320Repayment to directors 5,395 14,605Advances from directors 10,000 10,000 18,937 13,715 Maximum amount outstanding to directors during the year26 No provision has been required in 2015 and 2014 for the loans made to key management personnel and associates.

26 Disclosure of maximum amount only required if debit balance at the year end





34 © OmniPro

23. APB ETHICAL STANDARDS – PROVISIONS AVAILABLE TO SMALL ENTITIES As a small entity under the provisions of the APB in relation to Ethical Standards we engage our auditor to provide basic tax compliance and bookkeeping and accounts preparation.

24. APPROVAL OF THE FINANCIAL STATEMENTS The directors approved the financial statements on .






























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Key Differences Between Irish GAAP and FRS 102

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T: +353 (0)1 4110000

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T: +353 (0) 59 9183888

Belfast - Forsyth House, Cromac Square, Belfast, BT2 8LA.

T: +44 (0) 2890 511 304

www.OmniPro.ie | [email protected]


KeyFeaturesandDifferencesbetweenIrishGAAPandFRS102

1

Irish GAAP FRS 102

Profit & Loss Account Income Statement & Statement of Comprehensive Income (S.5)

P&L Account – No specific standard dealing with layout - CA Format

Still Referred to as P&L Account – CA Format

Statement of Total Recognised Gains and Losses

Single Statement Option A - Statement of Comprehensive Income

Two Statement Option – Income Statement and a Statement of Comprehensive income

Single Statement Option B - P&L Statement of Income & Retained Earnings Can only be used where the only changes in the period arise from:

Profit or loss Payments of dividends Correction of prior period errors Changes in accounting policy

Present as P&L under the CA & SOCI

Exceptional Items are defined as material items arising from ordinary activity that need to be disclosed separately by virtue of size or incidence if the financial statements are to give a true and fair view:

a) Profits or losses on the sale or termination of an operation

b) Costs of a fundamental reorganisation or restructuring having a material effect on the nature and focus of the reporting entity’s operations

c) Profits or losses on the disposal of fixed assets

Exceptional Items are not defined. However, each material class of items is presented separately, and additional line items are presented where they are relevant to an understanding of financial performance

Extraordinary Items should not arise

Extraordinary Items should not arise

Balance Sheet Statement of Financial Position (S.4)

Balance Sheet - No specific standard dealing with layout – CA Format

Still Referred to as Balance Sheet – CA Format whether or not companies acts apply (unless requirements are not permitted under an applicable regulatory framework)

No Current Equivalent Statement of Changes in Equity (S.6)

Note to the P&L Account reconciling movements in shareholders funds and movements in share capital and reserves

Retained earnings represents accumulated comprehensive income for the year and the prior periods plus share-based payments adjustments and related tax credits, transfers from revaluation relating to depreciation on revaluations less dividends paid



2

Irish GAAP FRS 102

Option to use Statement of Income & Retained Earnings if the only changes are a result of profit or loss, payment of dividends, correction of material prior period errors or changes in accounting policy

Cashflow Statement Statement of Cashflows (S.7)

Exemptions – small entities and subsidiary undertakings where 90% or more of voting rights are controlled within the group and consolidated financial statements publically available

Exemption - Entity included in publically available consolidated financial statements that give a true and fair view. No small entity exemption

9 Headings – Operating Activities, Dividends from Joint Ventures and Associates, Returns on investment and servicing of finance, Taxation, Capital Expenditure and financial investments, Acquisitions and disposals, equity dividends paid, management of liquid resources, financing

3 Headings – Net Cash from Operating Activities, Cashflow from Investing Activities, Cashflow from Financing Activities

Operating Activities – cash receipts from sale of goods and rendering of services, royalties, fees, commissions and other revenue, cash payments to suppliers for goods and services, cash payments to and on behalf of employees, refunds of income tax

Investing activities – Cash payments to acquire and cash receipts in relation to the sale of PPE, intangible assets and other long term assets, cash payments or receipts in relation to acquisition or disposal of equity or debt instruments, cash advances and loans to and from other parties

Financing Activities – cash proceeds from issuing shares or other equity instruments, cash payments to redeem the entity’s shares, cash repayments of amounts borrowed, cash payments for the reduction of outstanding liabilities relating to a finance lease, cash proceeds from issuing debentures, loans, notes, bonds, mortgages or other short term or long term borrowings

Note reconciling the movement of cash in the period with the movement in net debt required

Reconciliation of net debt not required

Accounting Policy Selection Accounting Policy Selection (S.10)

Policies that give a true and fair view based on relevance, reliability, comparability and understandability

If the FRS does not fully cover a transaction or condition:

Apply the FRS (or FRC Guidance document)

SORP The basic concepts and pervasive

principles



3

Irish GAAP FRS 102

May also consider IFRS

Accounting policies adopted should result in information that is: (a) relevant to the economic decision-making needs of users (b) reliable, in that the financial statements:

i. represent faithfully the financial position, financial performance and cash

ii. flows of the entity iii. reflect the economic substance of

transactions, other events and conditions iv. and not merely the legal form v. are neutral, i.e. free from bias vi. are prudent vii. are complete in all material respects

Changes in accounting estimates are not treated as prior period adjustments

Changes in accounting estimates are not treated as prior period adjustments

In exceptional circumstances if the financial statements in prior periods have been issued with errors that are of such significance as to destroy the “true and fair” view and hence the validity of the financial statements (fundamental errors) prior periods should be accounted for retrospectively (prior period adjustment adjust opening reserves and comparative figure) with all other errors being accounted for prospectively (adjusted in the current period)

All material prior period errors are adjusted retrospectively (prior period adjustment) unless it is not possible to quantify the effect of the error


Notes to the Financial Statements (S.8)

The following disclosures are included, as a minimum, within the notes to the financial statements: whether the financial statements

have been prepared in accordance with applicable accounting standards

a description of each material accounting policy

a description of each material accounting estimate, including the estimation techniques

additional information that is necessary for financial statements to give a true and fair view

The following disclosures are included, as a minimum, within the notes to the financial statements: a statement of compliance with FRS

102 Reconciliation of equity reported

under previous Irish GAAP to equity under FRS 102

Reconciliation of the profit/loss reported under previous Irish GAAP for the latest period to the profit/loss under FRS 102

First-time adoption requires full retrospective application of FRS 102 effective at the reporting date for an entity’s first new FRS 102 financial statements. There are five mandatory exceptions, 17 optional exemptions in section 35 of FRS 102, and one general exemption on the grounds of impracticability regarding retrospective application

significant accounting policies



4

Irish GAAP FRS 102

information about judgements that management has made in applying the accounting policies and that have the most significant effect on the amounts disclosed in the financial statements

key sources of estimation uncertainty; explanatory notes for items presented

in the financial statement information not presented in the

primary statements

Turnover

Revenue (S.23)

Turnover is the revenue resulting from exchange transactions under which a seller supplies to customers the goods or services that it is in the business to provide – that is, as part of its operating activities

‘Turnover’ is defined as the amounts derived from the provision of goods and services falling within the entity’s ordinary activities, after deduction of:

i. trade discounts ii. value added tax iii. any other taxes based on the amounts so

derived

‘Revenue’ is the gross inflow of economic benefits during the period arising in the course of the ordinary activities of an entity where those inflows result in increases in equity, other than increases relating to contributions from equity participants. It is referred to by a variety of names, including sales, fees, interest, dividends, royalties and rent

Turnover is recognised when an entity obtains the right to consideration in exchange for its performance

Revenue recognition criteria include the probability that the economic benefits associated with the transaction will flow to the entity and that the revenue and costs can be measured reliably

Government Grants

Governments Grants (S.24)

Government grants are assistance by government in the form of cash or transfers of assets to an enterprise in return for past or future compliance with certain conditions relating to the operating activities of the entity

Similar to old Irish GAAP, except that grants exclude forms of assistance that cannot reasonably be valued or distinguished from normal trading of the entity

Grant income is not recognised unless there is reasonable assurance that the entity will comply with the conditions of the grant and the grant will be received

FRS 102 prohibits recognition of grant income unless there is reasonable assurance that the entity will comply with the conditions of the grant and the grant will be received

Government grants are recognised as income over the periods necessary to match them with the related costs that they are intended to compensate, on a systematic basis

Where recognition criteria are met, entities have a choice between the performance and the accruals model for recognition



5

Irish GAAP FRS 102

Foreign Currencies

Foreign Currencies (S.30)

Functional currency is defined as the currency of the primary economic environment in which the entity operates

Same as Irish GAAP

Presentation currency is defined as the currency in which the financial statements are presented

Retirement Benefits

Employee Benefits (S.28)

Irish GAAP is limited to retirement benefits only

FRS 102 is wider in scope than Irish GAAP. Employee benefits are all forms of consideration given by an entity in exchange for services rendered by its employees. These benefits include:

short-term employee benefits (such as wages, salaries, profit sharing and bonuses)

termination benefits (such as severance and redundancy pay)

post-employment benefits (such as retirement benefit plans)

other long-term employee benefits (such as long-term service leave and jubilee benefits)

The principles of FRS 12, ‘Provisions, contingent liabilities and contingent assets’, have been relevant to the accounting for short-term employee benefits

Where an employee has rendered services, an expense is recognised for the cost of the undiscounted amount of the short-term employee benefits expected to be paid

Retirement benefits are provided to employees either through defined contribution schemes or defined benefit schemes

Same as Irish GAAP

Corporation Tax

Income Tax (S.29)

Current tax is the amount of tax estimated to be payable or recoverable in respect of the taxable profit or loss for the period, along with adjustments to estimates in respect of previous periods

Same as Irish GAAP

Current tax is measured at the amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date

Same as Irish GAAP



6

Irish GAAP FRS 102

Deferred Tax

Deferred Tax (S.29)

Recognised on a timing differences basis – differences between an entity’s taxable profits and its results as stated in the financial statements

Recognised on asset revaluations and on assets and liabilities in a business combination with the exception of goodwill

Deferred tax assets are recognised to the extent that they are recoverable – Is it more likely than not that there will be taxable profits from which future reversal of timing differences can be deducted:

Entered into a binding agreement to sell the revalued assets

Recognised the gains and losses expected to arise on sales

Deferred tax is recognised on timing differences arising on the revaluation of an asset including non-monetary asset revaluations through other comprehensive income

Can be discounted

Cannot be discounted

Deferred tax is measured using tax rates that have been enacted or substantively enacted at the balance sheet date and that are expected to apply in the periods in which the timing differences are expected to reverse

Deferred tax is measured using tax rates that have been enacted or substantively enacted at the balance sheet date and that are expected to apply in the periods in which the timing differences are expected to reverse

Deferred tax on a revalued non-depreciable asset (for instance, land) is measured using the tax rates and allowances that apply on sale of the asset

Deferred tax on an investment property held at fair value is measured using the tax rates and allowances that apply on sale of the asset, unless the property is held in a business model where substantially all of the property’s economic benefits will be consumed over time

Tangible Fixed Assets

Property Plant & Equipment (S.17)

Cost or valuation model may be adopted


More detailed guidance on valuation basis and methods – every 5 years with interim revaluation in year 3 as required

Revaluations with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value

Residual value based solely on initial residual value at the date of acquisition or the date of revaluation and do not take into account expected future price changes

Residual value allows account to be taken of inflation arising after the acquisition of the asset and up to the current reporting date or balance sheet date. (Potential impact on Depreciation)

Depreciable amount - the difference between the cost and the initial residual value

Depreciable amount - the difference between the cost and the residual value

Depreciation – allocation of depreciable amount on a systematic basis over it’s remaining useful life reflecting the consumption of economic benefit

Same as Irish GAAP



7

Irish GAAP FRS 102

Useful life reviewed at the end of each reporting period and revised if different

No annual requirement to review useful economic life but review if an impairment indicator exists

If investment properties fair value cannot be measured reliably without undue cost or effort they may become property under PPE

Non specialised properties – Existing Use Value

Land & Buildings – market based evidence by appraisal that is normally undertaken by professionally qualified valuer

Specialised properties – Depreciated Replacement Cost

Properties surplus to an entities requirements – Open Market Value less selling costs

Tangible fixed assets other than properties – Open Market Value (or Depreciated Replacement Cost where market value not obtainable)

Plant & Equipment – market value determined by appraisal

If no market-based evidence of fair value because of specialised nature of the item, which is rarely sold, except as part of a continuing business Depreciated Replacement Cost may be estimated

More detail in relation to subsequent expenditure – enhancement of economic benefit, related to a component that was separately depreciated, related to a major inspection or overhaul

Day-to-day servicing recognised in the profit and loss in the period incurred

Revaluation gains recognised in STRGL unless reversing previous revaluation losses.

Revaluation gains recognised in other comprehensive income and accumulated in equity. Recognised in P&L to extent that it is reversing decrease of assets previously recognised in P&L

A review for impairment of a fixed asset or goodwill is carried out if events or changes in circumstances indicate that the carrying amount of the fixed asset or goodwill may not be recoverable. There is no requirement for an impairment review if there are no indicators

Entities assess if there are any impairment indicators at each reporting date. If there is an indicator, an impairment test is required.

Investment Property

Investment Property (S.16)

Included in balance sheet at open market value

Carried at fair value

Cost model not permitted If carried at cost on the basis that it cannot be measured without undue cost or effort, carried at cost within PPE

Gains and losses are recognised in STRGL Gains and losses are recognised in the P&L



8

Irish GAAP FRS 102

unless they are permanent deficits Intangible Assets

Intangible Assets & Goodwill (S.18 & S.19)

An intangible asset is a non-financial fixed asset that does not have physical substance, but is identifiable and is controlled by the entity through custody or legal rights

An intangible asset is an identifiable nonmonetary asset without physical substance. The identifiable criterion is met when an intangible asset is separable or where it arises from contractual or legal rights

An internally developed intangible asset can be capitalised only if it has a readily ascertainable market value

Expenditure on intangibles is recognised as an asset when it meets the recognition criteria of an asset



Cost – no explanation of what cost is Cost – Purchase price and any costs directly attributable to preparing the asset for its intended use

Valuation model may only be used where intangible asset has readily ascertainable market value

Indefinite lives are possible

All are assumed to have a finite life

If unable to make a reliable estimate of the asset’s useful life – should not exceed 20 years

If unable to make a reliable estimate of the asset’s useful life – should not exceed 5 years

Amortised on a systematic basis over the useful lives

Amortised on a systematic basis over the useful lives

If having a useful life of more than 20 years tested annually for impairment

Not applicable as all have finite useful lives

Useful lives reviewed at the end of each reporting period

Only reviewed if there is an indication of change since the last reporting date

Impairment review at the end of the first full year following their acquisition

Existence of impairment indicators assessed at each reporting date

Impairments

Impairments of Assets (S.27)

Income Generating Units

Cash Generating Units

Impairment review of a fixed asset is carried out if events or changes in circumstances indicate that the carrying amount of the FA or goodwill may not be recoverable

Assess impairment indicators at each reporting date and if an indicator carry out an impairment review

Impairment indicators: a current period operating loss in

the business a significant decline in a fixed

Impairment Indicators: External

• Significant decline in value • Adverse changes in market



9

Irish GAAP FRS 102

asset’s market value during the period

evidence of obsolescence or physical damage to the fixed asset

a significant adverse change in the business or the market in which the fixed asset or goodwill is involved

a significant adverse change in the statutory or other regulatory environment in which the business operates

a major loss of key employees a commitment by management

to undertake a significant reorganisation

a significant change in interest rates that materially affects the asset’s recoverable amount

• Increase in market interest rates affecting discount factor

• Carrying amount of assets is more than CAP

Internal • Evidence of obsolescence or physical

damage • Significant changes in the entity in which

the asset is used or expected to be used • Internal indicators that economic

performance is worse than expected

Allocation of impairment losses: first, to any goodwill in the unit thereafter, to any capitalised

intangible asset in the unit finally, to the tangible assets in

the unit, on a pro rata or more appropriate basis

Allocation of impairment losses: first, to reduce the carrying amount of any

goodwill allocated to the CGU then to other assets of the unit pro rate on

the basis of the carrying amount of each asset in the CGU

Impairment process Compare Carrying Amount to

Recoverable Value Recoverable value is higher of Net

Realisable Value Vs. Value in Use If Recoverable Value is less than

Carrying Amount – Impair

Impairment process Compare Carrying Amount to

Recoverable Value Recoverable value is higher of Fair Value

less costs to Sell Vs. Value in Use If Recoverable Value is less than Carrying

Amount – Impair

Research and Development Costs

Research and Development Costs (S.18)

Research costs expensed as incurred Expenditure on research costs recognised when incurred

Development Costs may be capitalised and amortised if specific criteria are met:

1. Clearly defined project 2. Related expenditure is separately

identifiable 3. The project is technically feasible 4. The project is commercially viable

Development Costs may be capitalised and amortised if specific criteria are met:

1. The technical feasibility of completing the intangible asset so that it will be available for use or sale

2. Its intention to complete the intangible asset and use or sell it

3. Its ability to use or sell the intangible asset

4. How the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for



10

Irish GAAP FRS 102

the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset

5. The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset

6. Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Stocks

Inventories (S.13)

Stocks include goods purchased for resale, consumable stores, raw materials, work in progress, long-term contract balances and finished goods

Inventories are assets: held for sale in the ordinary course of

business in the process of production for such

sale: or in the form of materials or supplies to

be consumed in the production process or in the rendering of services.

Specifically excluded on the basis they are dealt

with in other sections: work in progress under construction

contracts financial instruments biological assets related to agricultural

activity agricultural produce at the point of harvest

Net realisable value Estimated selling price less costs to complete and

sell

FIFO and average weighted cost permitted

FIFO and average weighted cost permitted

LIFO not permitted

LIFO not permitted

Leases

Leases (S.20)

A lease is a contract between a lessor and a lessee for the hire of a specific asset. The lessor retains ownership of the asset but conveys the right to use the asset to the lessee for an agreed period of time in return for the payment of specified rentals

A lease is an agreement whereby the lessor conveys to the lessee, in return for a payment or a series of payments, the right to use an asset for an agreed period of time Arrangements that do not take the legal form of a lease – but that convey rights to use assets in return for payments – are, in substance, leases and are accounted as such

Leases are classified into finance leases and operating leases. The distinction between a finance lease and an operating lease is usually evident from the terms of the contract

A lease is classified at inception as a finance lease if it transfers to the lessee substantially all the risks and rewards incidental to ownership



11

Irish GAAP FRS 102

between the lessor and the lessee

All other leases are treated as operating leases. Whether a lease is a finance lease or an operating lease depends on the substance of the transaction rather than the form of the contract

All incentives for the agreement of a new or renewed operating lease are recognised as an integral part of the net payment agreed for the use of the leased asset, irrespective of the incentive’s nature or form or the timing of payments

The aggregate benefit of incentives is recognised as a reduction of rental expense over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern of the benefit of the leased asset

Initial recognition of finance leases is at the present value of the minimum lease payments, derived by discounting them at the interest rate implicit in the lease

Same as Irish GAAP

Payments under operating leases are recognised as an expense on a straight line basis over the lease term, unless another systematic basis is more representative of the time pattern of the user’s benefit

Similar to Irish GAAP. The rental payments are recorded as an expense on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the user’s benefit

Provisions and Contingencies

Provisions and Contingencies (S.21)

A provision is recognised when: an entity has a present obligation

(legal or constructive) as a result of a past event

it is probable that a transfer of economic benefits will be required to settle the obligation

a reliable estimate can be made of the amount of the obligation

Same as Irish GAAP

Contingent liabilities are either: possible obligations for which it

has yet to be confirmed whether the entity has an obligation that could lead to a transfer of economic benefits

present obligations that do not meet the recognition criteria because either it is not probable that a transfer of economic benefits will be required to settle the obligation, or a sufficiently reliable estimate of the amount of the obligation cannot be made

Same as Irish GAAP

A contingent liability is disclosed, unless the possibility of a transfer of economic benefits is remote

Same as Irish GAAP

An entity does not recognise a contingent asset. However, where the realisation of the profit is virtually certain, the related asset is

Same as Irish GAAP



12

Irish GAAP FRS 102

not a contingent asset, and it should be recognised

Share-based payments

Share-based payments (S.26)

Share-based payment transactions include equity-settled and cash-settled share-based payments

Same as Irish GAAP

An entity recognises the goods or services received in a share-based payment transaction when it obtains the goods or as services are received

Same as Irish GAAP

Transactions are measured at fair value of the goods or services received. If the entity cannot estimate reliably these fair values (which is always deemed to be the case for transactions with employees), the transactions are measured at the fair value of the equity instruments granted, ignoring any service or non-market vesting conditions

Same as Irish GAAP

Share Capital Equity (S.22)

Equity instruments are initially recognised at the fair value of the consideration received, except where legal reliefs or exemptions that allow for a different measurement basis are used

Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of direct issue costs If the entity receives the cash or other resources before equity instruments are issued, and the entity cannot be required to repay the cash or other resources received, the entity recognises the corresponding increase in equity

The issuer of a compound financial instrument (such as convertible debt) evaluates the terms of the instrument and classifies liability and equity components separately. This classification is not subsequently revised

Same as Irish GAAP

Related Parties

Related Party Disclosures (S.33)

A related party is a person or entity that is related to the entity that is preparing its financial statements A person (or a close member of that person’s family) is a related party if that person has control, joint control or significant influence over the reporting entity, or is a member of the key management personnel of the reporting entity or its parent

Same as Irish GAAP



13

Irish GAAP FRS 102

An entity is a related party if: it is a member of the same group as

the reporting entity one entity is an associate or joint

venture of the other entity both entities are joint ventures of the

same third party one entity is a joint venture and the

other is an associate of the same third entity

the entity is a retirement benefit scheme for employees of the reporting entity (or an entity related to it); if the entity is itself such a scheme, the sponsoring employer is a related party of that scheme

the entity is controlled or jointly controlled by a related person (see above)

a person having control or joint control over the reporting entity has significant influence over the entity or is a member of its key management personnel (or of its parent)

If there have been material related party transactions, the following are disclosed:

names of the transacting related parties

a description of the related party relationship

a description of the transactions the amounts involved any other elements necessary for an

understanding of the financial statements

the amounts due to and from related parties at the balance sheet date

the amounts written off

Where there have been related party transactions, disclosure is made of the nature of the relationship, as well as information about the transactions, outstanding balances and commitments necessary for an understanding of the financial statements. As a minimum, disclosures include:

the amount of the transactions outstanding balances (including their

terms and conditions, whether they are secured, and details of any guarantees)

provisions for uncollectible receivables the expense recognised for bad debts

Disclosures may be aggregated for similar transactions by type of related party

Disclosure is made separately for each of the following categories:

entities with control, joint control or significant influence over the entity

entities over which the entity has control, joint control or significant influence

key management personnel of the entity and its parent

other related parties

Disclosures of key management personnel compensation are not required by FRS 8

An entity discloses key management personnel compensation in total

Irrespective of the existence of transactions, an entity discloses:

the name and relationship of the

An entity discloses the name of its parent and, if different, the ultimate controlling party



14

Irish GAAP FRS 102

controlling party the name of the ultimate controlling

party, if different Post Balance Sheet Events Events after the reporting period (S.32)

Events after the end of the reporting period are those events, favourable and unfavourable, that occur between the end of the reporting period and the date when the financial statements are authorised for issue

Same as Irish GAAP

Adjusting events provide further evidence of conditions that existed at the end of the reporting period and lead to adjustments to the financial statements

Same as Irish GAAP

Non-adjusting events relate to conditions that arose after the end of the reporting period and do not lead to adjustments, only to disclosures in the financial statements

Same as Irish GAAP

Dividends proposed or declared after the end of the reporting period are not recognised as a liability in the reporting period

Same as Irish GAAP

Management discloses the date on which the financial statements were authorised for issue and who gave that authorisation. If the owners or other persons have the power to amend the financial statements after issue, this fact is also disclosed

Same as Irish GAAP

Groups

Groups (S.9)

Groups are exempt from consolidating subsidiaries held as part of an investment portfolio on the basis that they are held for resale

All portfolio investments are measured at fair value though P&L

Control is the ability to the direct the financial and operating policies of another undertaking with a view to gaining economic benefits from its activities:

Holds a majority of voting rights Is a member and can appoint or

remove directors holding a majority of voting rights

Has the right to exercise or actually exercises dominant influence or control

Managed on a unified basis

Control is the power to govern the financial and operating policies of an entity to obtain benefits from its activities:

Directly or indirectly owns more than 50% of the voting power

Has legal or contractual rights to control the majority of the entities voting power or board of directors

Having control by having convertible instruments that are currently exercisable

Dominant influence Managed on a unified basis

Exemption from Consolidation - CA Exemption from Consolidation – CA



15

Irish GAAP FRS 102

Uniform accounting policies should be applied for amounts included in the financial statements with departures explained

Consolidated financial statements shall be prepared using uniform accounting policies for like transactions and other events and conditions in similar circumstances


Financial Reporting Council

April 2014

Amendments to:the Financial Reporting Standard for Smaller Entities(effective April 2008); andthe Financial Reporting Standard for Smaller Entities(effective January 2015)

Micro-entities

Accounting and Reporting

Standard

Further copies, £10.00 (post-free) can be obtained from:

FRC PublicationsLexis House30 Farringdon StreetLondonEC4A 4HH

Tel: 0845 370 1234Email: [email protected]

Or order online at:www.frcpublications.com

Cover.qxd 23/04/2014 11:34 Page 1


Contents

Page

Summary 3

Amendments to: 5

. the Financial Reporting Standard for Smaller Entities (effectiveApril 2008); and

. the Financial Reporting Standard for Smaller Entities (effectiveJanuary 2015)

Approval by the FRC 11

The Accounting Council’s Advice to the FRC to issue Amendments to: 12the FRSSE (effective April 2008); and the FRSSE (effective January 2015) –Micro-entities

Financial Reporting Council 1


Summary

(i) In November 2013 The Small Companies (Micro-Entities’ Accounts) Regulations 2013(SI 2013/3008) (the Micro-Entities’ Accounts Regulations) were made to implement theprovisions of the EU Directive on the annual accounts of certain types of companies asregards micro-entities1 in UK law. The Micro-Entities’ Accounts Regulations, and thesecorresponding amendments to the FRSSE, only apply to eligible companies incorporatedunder the Companies Act 2006 and may not be applied by any other entity applying theFRSSE.

(ii) The Micro-Entities’ Accounts Regulations are effective in respect of financial yearsending on or after 30 September 2013 for companies filing their accounts on or after1 December 2013.

(iii) The Micro-Entities’ Accounts Regulations permit micro-entities to take certain exemptionsrelating to the preparation of their financial statements, meaning that without theseamendments to the Financial Reporting Standard for Smaller Entities (effective April 2008)and the Financial Reporting Standard for Smaller Entities (effective January 2015)2

(FRSSE) a micro-entity would not be able to comply with the FRSSE whilst takingadvantage of the available exemptions. However, this does not restrict a micro-entity’sability to take advantage of the new legal exemptions from their effective date.

(iv) Therefore the FRC has amended the FRSSE to allow those micro-entities takingadvantage of the exemptions available in law to continue to prepare financial statementsin compliance with the FRSSE. References to applying the micro-entities regime are to thefinancial statements of a micro-entity prepared in accordance with the Micro-Entities’Accounts Regulations.

(v) Consistently with the Micro-Entities’ Accounts Regulations these amendments to theFRSSE relate mainly to the presentation and disclosure in the financial statements ofmicro-entities. However, in addition the Micro-Entities’ Accounts Regulations simplify themeasurement bases available for fixed assets and certain current assets, with the effectthat micro-entities applying the micro-entities regime may no longer revalue any fixedassets, including investment property or measure any current asset investments at currentcost; as a result any previous revaluations would need to be reversed. Other than inrelation to these simplifications in the measurement options available, the amendments donot affect the recognition or measurement of amounts included in the financial statementsof micro-entities.

(vi) To take advantage of the legal exemptions a micro-entity must meet certain qualifyingconditions based on size, and must not be excluded from being treated as a micro-entity.Companies excluded from being treated as micro-entities include those excluded from thesmall companies regime, charities, those voluntarily preparing group accounts and thoseincluded in group accounts.

(vii) When the remainder of the new EU Accounting Directive is implemented in the UK and theRepublic of Ireland it will make significant changes to the small companies regime,although further changes to the micro-entities regime are not expected. In response theFRC is reviewing the FRSSE, and expects to issue revised accounting requirements forsmall entities, which will be effective from the same date as the legal changes. As part ofthis, the FRC is also considering how to present the requirements for micro-entities in themost user-friendly way. Therefore these amendments represent an interim solution.

1 The Micros-Exemption forms part of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013.2 The Financial Reporting Standard for Smaller Entities (effective January 2015) was created by FRS 100 Application of Financial

Reporting Requirements and comprises the Financial Reporting Standard for Smaller Entities (effective April 2008) and the

amendments to it that are set out in FRS 100.



Amendments to:

. the Financial Reporting Standard for Smaller Entities(effective April 2008); and

. the Financial Reporting Standard for Smaller Entities(effective January 2015)

Micro-entities

1 The following paragraphs set out the amendments to the Financial Reporting Standard forSmaller Entities (effective April 2008) and the Financial Reporting Standard for SmallerEntities (effective January 2015) (deleted text is struck through, inserted text isunderlined).

2 Paragraph 1.2 is inserted as follows:

‘‘A micro-entity preparing its financial statements in accordance with section 393(1A) ofthe Act:

(a) shall disregard all presentation and disclosure requirements of the FRSSE (includingthose relating to the formats for the balance sheet and profit and loss account),except those set out in paragraphs 2.40 to 2.42, which are only applicable to micro-entities. However, where a micro-entity chooses to provide AN ITEM OF INFORMATION

ADDITIONAL TO THE MICRO-ENTITY MINIMUM ACCOUNTING ITEMS, IT SHALL HAVE REGARD TO therequirements of the FRSSE RELATING TO THAT ITEM;

(b) shall not choose to adopt an accounting policy of revaluation in respect of tangiblefixed assets, which would otherwise be permitted by paragraph 6.23;

(c) shall not choose to measure fixed asset investments at a market value, which wouldotherwise be permitted by paragraph 6.30;

(d) shall account for any investment properties in accordance with paragraphs 6.19 to6.22 rather than paragraphs 6.50 to 6.53;

(e) shall not choose to measure current asset investments at current cost in accordancewith paragraph 8.13.

If this results in a change in accounting policy, for example because fixed assets thatwere previously revalued are now accounted for at cost less depreciation andimpairment, that change shall be accounted for in accordance with paragraph 2.10 byrestating the amounts for the current and corresponding periods on the basis of the newpolicy.’’

3 Paragraph 2.2A is inserted as follows:

‘‘For a micro-entity preparing its financial statements in accordance with section 393(1A)of the Act that COMPRISE ONLY MICRO-ENTITY MINIMUM ACCOUNTING ITEMS:

(a) THE MICRO-ENTITY MINIMUM ACCOUNTING ITEMS ARE PRESUMED TO GIVE A TRUE AND FAIR VIEW;and

(b) paragraphs 2.3 to 2.5 and 2.18 do not apply.’’



4 The sub-heading and paragraphs 2.40 to 2.42 are inserted as follows:

‘‘Financial statements of a micro-entity

2.40 A micro-entity preparing its financial statements in accordance withsection 393(1A) of the Act shall prepare a balance sheet in which only thoseitems listed in the following formats must be shown, where applicable:

BALANCE SHEET FORMAT 1

A CALLED UP SHARE CAPITAL NOT PAID

B FIXED ASSETS

C CURRENT ASSETS

D PREPAYMENTS AND ACCRUED INCOME

E CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

F NET CURRENT ASSETS (LIABILITIES)

G TOTAL ASSETS LESS CURRENT LIABILITIES

H CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

I PROVISIONS FOR LIABILITIES

J ACCRUALS AND DEFERRED INCOME

K CAPITAL AND RESERVES

BALANCE SHEET FORMAT 2

ASSETS

A CALLED UP SHARE CAPITAL NOT PAID

B FIXED ASSETS

C CURRENT ASSETS

D PREPAYMENTS AND ACCRUED INCOME

LIABILITIES

A CAPITAL AND RESERVES

B PROVISIONS FOR LIABILITIES

C CREDITORS*

D ACCRUALS AND DEFERRED INCOME

[Footnote]

‘‘* AGGREGATE AMOUNTS FALLING DUE WITHIN ONE YEAR AND AFTER ONE YEAR MUST BE SHOWN

SEPARATELY.’’

THE BALANCE SHEET MUST CONTAIN, IN A PROMINENT POSITION ABOVE THE SIGNATURE, A

STATEMENT THAT THE ACCOUNTS ARE PREPARED IN ACCORDANCE WITH THE MICRO-ENTITYPROVISIONS in Part 15 of the Companies Act 2006.

6 Amendments to the FRSSE (April 2014)


2.41 A micro-entity preparing its financial statements in accordance withsection 393(1A) of the Act shall prepare a profit and loss account in which onlythe following items must be shown, where applicable:

A TURNOVER

B OTHER INCOME

C COST OF RAW MATERIALS AND CONSUMABLES

D STAFF COSTS

E DEPRECIATION AND OTHER AMOUNTS WRITTEN OFF ASSETS

F OTHER CHARGES

G TAX

H PROFIT OR LOSS

2.42 A micro-entity preparing its financial statements in accordance withsection 393(1A) of the Act shall prepare notes to the financial statements, to bedisclosed at the foot of the balance sheet, providing disclosure of:

(a) guarantees and other financial commitments, as follows:

(i) PARTICULARS MUST BE GIVEN OF ANY CHARGE ON THE ASSETS OF THE COMPANY TO

SECURE THE LIABILITIES OF ANY OTHER PERSON, INCLUDING, WHERE PRACTICABLE, THE

AMOUNT SECURED.

(ii) THE FOLLOWING INFORMATION MUST BE GIVEN WITH RESPECT TO ANY OTHER

CONTINGENT LIABILITY NOT PROVIDED FOR:

(A) THE AMOUNT OR ESTIMATED AMOUNT OF THAT LIABILITY;

(B) ITS LEGAL NATURE; AND

(C) WHETHER ANY VALUABLE SECURITY HAS BEEN PROVIDED BY THE COMPANY IN

CONNECTION WITH THAT LIABILITY AND IF SO, WHAT.

(iii) THERE MUST BE STATED, WHERE PRACTICABLE, THE AGGREGATE AMOUNT OR ESTIMATED

AMOUNT OF CONTRACTS FOR CAPITAL EXPENDITURE, SO FAR AS NOT PROVIDED FOR.

(iv) PARTICULARS MUST BE GIVEN OF:

(A) ANY PENSIONS COMMITMENTS INCLUDED UNDER ANY PROVISION SHOWN IN THE

COMPANY’S BALANCE SHEET; AND

(B) ANY SUCH COMMITMENTS FOR WHICH NO PROVISION HAS BEEN MADE.

AND WHERE ANY SUCH COMMITMENT RELATES WHOLLY OR PARTLY TO PENSIONS PAYABLE

TO PAST DIRECTORS OF THE COMPANY SEPARATE PARTICULARS MUST BE GIVEN OF THAT

COMMITMENT AS FAR AS IT RELATES TO SUCH PENSIONS.

(v) PARTICULARS MUST ALSO BE GIVEN OF ANY OTHER FINANCIAL COMMITMENTS THAT:

(A) HAVE NOT BEEN PROVIDED FOR; AND

(B) ARE RELEVANT TO ASSESSING THE COMPANY’S STATE OF AFFAIRS.

(vi) COMMITMENTS WITHIN ANY OF SUB-PARAGRAPHS (i) to (v) WHICH ARE UNDERTAKEN ON

BEHALF OF OR FOR THE BENEFIT OF (A) ANY PARENT UNDERTAKING OR FELLOW

SUBSIDIARY UNDERTAKING, OR (B) ANY SUBSIDIARY UNDERTAKING OF THE COMPANY,MUST BE STATED SEPARATELY FROM THE OTHER COMMITMENTS. COMMITMENTS

WITHIN PARAGRAPH (A) MUST ALSO BE STATED SEPARATELY FROM THOSE WITHIN

PARAGRAPH (B).



(b) directors’ benefits: advances, credit and guarantees as follows:

(i) DETAILS OF:

(A) ADVANCES AND CREDITS GRANTED BY THE COMPANY TO ITS DIRECTORS; AND

(B) GUARANTEES OF ANY KIND ENTERED INTO BY THE COMPANY ON BEHALF OF ITS

DIRECTORS.

(ii) THE DETAILS REQUIRED OF AN ADVANCE OR CREDIT ARE:

(A) ITS AMOUNT;

(B) AN INDICATION OF THE INTEREST RATE;

(C) ITS MAIN CONDITIONS; AND

(D) ANY AMOUNTS REPAID.

(iii) THE DETAILS REQUIRED OF A GUARANTEE ARE:

(A) ITS MAIN TERMS;

(B) THE AMOUNT OF THE MAXIMUM LIABILITY THAT MAY BE INCURRED BY THE COMPANY;AND

(C) ANY AMOUNT PAID AND ANY LIABILITY INCURRED BY THE COMPANY FOR THE

PURPOSE OF FULFILLING THE GUARANTEE (INCLUDING ANY LOSS INCURRED BY

REASON OF ENFORCEMENT OF THE GUARANTEE).

(iv) THERE MUST ALSO BE STATED THE TOTALS:

(A) OF AMOUNTS STATED UNDER paragraph (ii)(A);

(B) OF AMOUNTS STATED UNDER paragraph (ii)(D);

(C) OF AMOUNTS STATED UNDER paragraph (iii)(B); AND

(D) OF AMOUNTS STATED UNDER paragraph (iii)(C).

(v) REFERENCES IN THIS paragraph TO THE DIRECTORS OF A COMPANY ARE TO THE

PERSONS WHO WERE A DIRECTOR AT ANY TIME IN THE FINANCIAL YEAR TO WHICH THE

financial statements RELATE.

(vi) THE REQUIREMENTS OF THIS paragraph APPLY IN RELATION TO EVERY ADVANCE,CREDIT OR GUARANTEE SUBSISTING AT ANY TIME IN THE FINANCIAL YEAR TO WHICH THE

financial statements RELATE:

(A) WHENEVER IT WAS ENTERED INTO; AND

(B) WHETHER OR NOT THE PERSON CONCERNED WAS A DIRECTOR OF THE COMPANY IN

QUESTION AT THE TIME IT WAS ENTERED INTO.’’

5 Paragraph 6.18 is amended as follows:

‘‘Except as set out in paragraph 1.2, paragraphs Paragraphs ...’’

6 Paragraph 19.1 is amended as follows:

‘‘Except as set out in paragraph 19.1A, the The ...’’

7 Paragraph 19.1A is inserted as follows:

In the FRSSE (effective April 2008): ‘‘The accounting practices for micro-entities set outin paragraphs 1.2, 2.2A and 2.40 to 2.42 of this Financial Reporting Standard for SmallerEntities (effective April 2008) shall be regarded as standard in respect of the financialstatements of micro-entities relating to accounting periods ending on or after30 September 2013 for companies filing their accounts on or after 1 December 2013.Earlier application is not permitted.’’



In the FRSSE (effective January 2015): ‘‘The accounting practices for micro-entities setout in paragraphs 1.2, 2.2A and 2.40 to 2.42 of this Financial Reporting Standard forSmaller Entities (effective January 2015) shall be regarded as standard in respect of thefinancial statements of micro-entities relating to accounting periods ending on or after30 September 2013 for companies filing their accounts on or after 1 December 2013.Earlier application is not permitted.’’

8 In Part C Definitions the following definitions are inserted as follows:

‘‘Act:-

The Companies Act 2006’’

‘‘Micro-entity:-

As defined in sections 384A and 384B of the Act, which are summarised in Appendix INote on legal requirements for companies.’’

‘‘Micro-entity minimum accounting items:-

The items of information required by the Act or regulations to be contained in theindividual accounts of a company which qualifies as a micro-entity. These are set out inparagraphs 2.40 to 2.42.’’

9 In Appendix I Note on legal requirements for companies the sub-heading and paragraphs13 to 18 are inserted as follows:

‘‘Micro-entities

13 The Small Companies (Micro-Entities’ Accounts) Regulations 2013 (the Micro-Entities’ Accounts Regulations) were made in November 2013 and apply to thefinancial statements of micro-entities for accounting periods ending on or after30 September 2013 for companies filing their accounts on or after 1 December 2013.

14 The definition of a micro-entity is contained in sections 384A and 384B of theCompanies Act 2006. The qualifying conditions are met by a company in a year inwhich it does not exceed two or more of the following criteria:

Turnover £632,000Balance sheet total £316,000Number of employees 10

For any company, other than a newly incorporated company, to qualify as a micro-entity, the qualifying conditions must be met for two consecutive years. A companywill cease to qualify as a micro-entity if it fails to meet the qualifying conditions for twoconsecutive years. However, if a company which qualified as a micro-entity in oneperiod no longer meets the criteria for a micro-entity in the next period, the companymay continue to claim the exemptions available in the next period. If that companythen reverts back to being a micro-entity by meeting the criteria, the exemptions willcontinue uninterrupted.

15 Certain companies are excluded by section 384B from being treated as micro-entities, including those excluded from the small companies regime for reasons ofpublic interest (as set out in section 384), certain financial institutions, charities, thosevoluntarily preparing group accounts and those included in group accounts. The Actshould be referred to for a full list of excluded companies.

16 Entities that are not companies, such as limited liability partnerships (LLPs), cannotmeet the definition of a micro-entity.



17 Micro-entities preparing financial statements comprising only the micro-entityminimum accounting items shall apply the specific paragraphs of the FRSSEapplicable to micro-entities. This will allow micro-entities to take advantage of thereduced presentation and disclosure requirements whilst complying with thegenerally accepted recognition and measurement requirements of the FRSSE,except that the Micro-Entities’ Accounts Regulations simplify the measurementbases available for fixed assets and certain current assets. The effect of this is thatmicro-entities may not revalue any fixed assets, including investment property ormeasure any current asset investments at current cost.

18 Similar legislation is not currently applicable in the Republic of Ireland.’’

10 In Appendix IV The Development of the FRSSE paragraph 37D is inserted as follows:

‘‘In April 2014 the FRC issued Amendments to the Financial Reporting Standard forSmaller Entities (effective April 2008) and the Financial Reporting Standard for SmallerEntities (effective January 2015) – Micro-entities. The amendments made to the FRSSEreflect the impact of the Small Companies (Micro-Entities’ Accounts) Regulations 2013. Asa result micro-entities will be able to prepare micro-entity accounts in compliance with theFRSSE.’’



Micro-Entity Accounts Implemented 1 December 2013

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Micro-Entity Accounts Implemented 1 December 2013

Micro-entity accounts are a new type of accounts that can be submitted to Companies House from 1 December 2013. They will provide the smallest companies with the opportunity to prepare and publish simplified financial statements (profit & loss account; and balance sheet) if they wish.

These accounts can be filed with Companies House on paper, WebFiling or Software Filing, and apply to financial years ending on, or after, 30 September 2013.

A micro-entity must meet at least two of the following conditions:

turnover must be not more than £632,000the balance sheet total must be not more than £316,000the average number of employees must be not more than 10

Further information is available from the Department for Business Innovation & Skills

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CRO Number - 123456

OmniPro Sample Medium/Large Company Limited

Directors’ Report & Financial Statements

Year Ended 30th June 2014 ______________________________________________________________ Disclaimer These financial statements are solely illustrative and intended to be used exclusively for educational and training purposes. They provide guidance in relation to the format and contents of Medium/Large company financial statements under the relevant company legislation and financial reporting standards. They do not purport to give definitive advice in any form. Despite taking every care in the preparation of this document OmniPro does not take any legal responsibility for the contents of these financial statements and the consequences that may arise due to any errors or omissions. OmniPro shall therefore not be liable for any damage or economic loss occasioned to any person acting on, or refraining from any action, as a result of or based on the material contained in this publication. The size criteria used to assess small and medium companies is outlined below. For those Companies which exceed two or more of the following in the current and preceding year. Large Co Medium Co Turnover €15,236,856 €8,800,000Balance Sheet Total €7,618,428 €4,400,000Employees 250 50

Each set of Financial Statements should be specifically tailored for each client.



Year Ended 30th June 2014

Contents

2 © OmniPro

Page Directors and other information 3 Directors report 4 - 8 Statement of Directors responsibilities 9 Independent Auditors Report to the Members of OmniPro Ltd 10 - 11 Statement of accounting policies 12-16 Profit and loss account 17 Balance sheet 18 Cashflow Statement 19 Notes to the financial statements 20 - 30




Directors and Other Information

3 © OmniPro

Directors1 Mr A Director Ms B Director Mr C Director Secretary Mr A Director Auditors Compliant Accountant & Co,

Accountants & Registered Auditors/ Statutory Auditors/Statutory Audit Firm

Accountants Row, Any County Bankers Any Big Bank PLC, Money Street, Moneysville, Any County Deep Pockets Bank, Financial Services Sector, Ballycash, Any County Solicitors Legal Eagles & Co., Court Place, Judgestown Any County Registered Office Construction Place, Builders Lane, Dunblock Any County

This information is disclosed as best practice, there are no legislative requirements attaching to directors and other information disclosures 1 State nationality of directors if not Irish




Directors’ Report

4 © OmniPro

The directors present their annual report and audited financial statements for the year ended 30th June 2014. Principal Activities and Business Review23 The principal activity of the company is the provision of construction services to both the private and commercial sectors. From their operations base and depot in Construction Place, Builders Lane, Dunblock, Any County they also sell pre-cast concrete products to private individuals and the construction industry. The company is supplied with the pre-cast concrete products by a wholly owned subsidiary company, which operates independently from a separate location. The company has continued to improve performance in recent years. Turnover has increased by xx% on prior year allowing the firm to maintain excellent profitability levels in a challenging and rapidly changing industry. Future Developments4 The directors are not expecting to make any significant changes in the nature of the business in the near future. Or The directors have indicated their intention to capitalise on industry shifts by continuing to review and focus their operations accordingly in the future. Results and Dividends5 The retained profit for the financial year amounted to €244,883 (2013: €276,132) and this was transferred to reserves at the year end. The directors have not declared a dividend for the year. Or The retained profit for the financial year amounted to €244,883 (2013: €276,132). An interim dividend of €xx.xx (2013: €xx.xx) per ordinary share, amounting to €xx,xxx (2013: €xx,xxx) was paid on 1 December 2013. A final dividend of €xx.xx (2013: €xx.xx) per ordinary share, amounting to €xx,xxx (2013: €xx,xxx) was declared and

2 Section 13(a), Companies (Amendment) Act 1986 – Include information relevant to subsidiary undertakings if necessary 3 Section 158(3), Companies Act 1963 – Document any significant changes during the year in the nature of the business of the company or of its subsidiary undertakings 4 Section 13(c), Companies (Amendment) Act 1986 5 Section 158(1), Companies Act 1963




Directors’ Report

5 © OmniPro

authorised on 30 May 20146 and will be paid on 30 September 2014.7 €xx,xxx was transferred to reserves at the year end. Principal Risks and Uncertainties8 In common with all companies operating in Ireland in this sector, the company faces increasing energy and material costs. The directors are of the opinion that the company is well positioned to manage these costs. OmniPro Sample Medium/Large Company operates in a cyclical industry and is affected by factors beyond the control of the company for example level of construction activity. OmniPro Sample Medium/Large Company faces strong competition in the market and if the company fails to compete successfully market share may decline. Financial Risk Management9 The company’s operations expose it to a variety of financial risks that include price risk, credit risk, liquidity risk and interest rate risk. To maintain stable cash out flows the company maintains 100% (2013: 100%) of its debt at fixed rate and to maintain 50% of its debt payable within one year. The company does not use derivative financial instruments to manage financial risk and no hedge accounting is applied. Price Risk The company is exposed to the price risk of commodities through its operations. The directors believe that the cost of managing this risk is in excess of the potential benefits given the size of the company. The directors, however, review the appropriateness of this policy on an annual basis. Credit Risk The company requires that appropriate credit checks are carried out on new customers before sales are made. All customers have individual credit limits that are reviewed on an ongoing basis by the board. Provisions for bad debts are made based on historical evidence and any new events which might indicate a reduction in the recoverability of cash flows.

6 Dividends must be declared and authorised in advance of the year end 7 Amend as appropriate depending on the payment of dividend or not 8 Section 13(a), Companies (Amendment) Act 1986 – Include information relevant to subsidiary undertakings if necessary 9 Section 13(f), Companies (Amendment) Act 1986 – Required for large companies where material financial instruments are used by the company




Directors’ Report

6 © OmniPro

Liquidity Risk The company maintains a mix of long and short term finance to ensure the company has sufficient funds available to meet obligations as they fall due. Interest Rate Risk The company holds both interest bearing assets and liabilities. Assets include cash balances which earn a fixed rate of interest. The company policy is to maintain debt at a fixed rate to ensure future interest cash flows. Directors The directors who held office during the year are listed on page 3. Mr. A Director and Ms. B Director retire from the board by rotation in accordance with the Articles of Association and, being eligible, offer themselves for re-election10. Director’s & Secretary’s interests11 The director’s and secretary’s interests in the company at the beginning and end of the year were as follows; Mr A Director Ms B Director €1 ordinary shares €1 ordinary shares Total At the beginning of the year 550 250 800At the end of the year 550 250 800

Or Details of directors’ shareholdings, transactions and related interests are set out in Note XX to the financial statements. Events after the Balance Sheet date12 There have been no significant events affecting the company since the year-end. Or Post year end the company into a contract to purchase the trade of a related business, this will increase turnover and profits going forward. 10 Deemed best practice under Memo & Arts 11 Section 63, Companies Act 1990 – Director’s interests can also be disclosed by way of note to the accounts (Shadow directors interests must also be disclosed) 12 Section 13(b), Companies (Amendment) Act 1986




Directors’ Report

7 © OmniPro

Research and Development13 The company did not engage in any research and development activity during the year. Or The company was engaged in research and development activities in the development of patents, the cost incurred in the year was €xx,xxxx. Political donations14 The company made the following political donations in the current year:

Party A - €xx,xxx Party B - €xx,xxx Party C - €xx,xxx

Payment of Creditors15 The directors acknowledge their responsibility for ensuring compliance with the provisions of the EC (Late Payment in Commercial Transactions) Regulations 2012. It is the company’s policy to agree payment terms with all suppliers and to adhere to those payment terms. Accounting Records16 The Directors acknowledge their responsibilities under Section 202 of the Companies Act 1990 to keep proper books and records for the company. In order to comply with the requirements of the act, a full time management accountant is employed. The books and records of the company are kept at the registered office and principal place of business at Construction Place, Builders Lane, Dunblock, Any County. Auditors In accordance with Section 160 (2) of the Companies Act, 1963, the auditors, Compliant Accountant & Co., Registered Auditors / Statutory Auditors / Statutory Audit Firm, Accountants Row, Any County will continue in office.

13 Section 13(d), Companies (Amendment) Act 1986 14 Section 17, Electoral (Amendment) (Political Funding) Act 2012 – Disclosure is required if political donations are in excess of €200 in the year. 15 Disclose if suppliers purport to trade under the terms of the EC (Late Payment in Commercial Transactions) Regulations 2012 16 Section 90, Company Law Enforcement Act 2001




Directors’ Report

8 © OmniPro

On behalf of the board17 Mr A Director Ms B Director Director Director DATE: Additional disclosures not covered above:

An analysis of financial and non-financial key performance indicators used by the company - Section 13(a), Companies (Amendment) Act 1986

An indication of the existence of overseas branches and the countries in which they operate - Section 13(c), Companies (Amendment) Act 1986

17 Section 158(2), Companies Act 1963




Statement of Directors’ Responsibilities

9 © OmniPro

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with Irish law and regulations. Irish company law requires the directors to prepare financial statements giving a true and fair view of the state of affairs of the company and the profit or loss of the company for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with Irish Generally Accepted Accounting Practice (accounting standards issued by the Financial Reporting Council and promulgated by the Chartered Accountants Ireland / Institute of Certified Public Accountants / Association of Chartered Certified Accountants/Institute of Incorporated Public Accountants18 and Irish law). In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently; make judgments and accounting estimates that are reasonable and prudent; prepare the financial statements on the going concern basis unless it is

inappropriate to presume that the company will continue in business19.

The directors are responsible for keeping proper books of account that 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 Acts 1963 to 2013 [and European Communities (Companies: Group Accounts) Regulations, 1992]20. 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. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions21. On behalf of the board Mr A Director Ms B Director Director Director DATE:

18 Amend as required depending on regulating Institute 19 Include where no separate statement on going concern is made by the directors 20 Applicable to large companies where consolidated accounts are presented 21 Include only if accounts are available on the company website


10 © OmniPro

Independent Auditors Report to the Members of OmniPro Sample Medium/Large Company Limited for the year ended 30th June 2014

We have audited the financial statements of OmniPro Sample Medium Large Company Limited for the year ended 30th of June 2014, which comprises of Profit and Loss Account, the Balance Sheet, Cashflow Statement and the related notes. The financial reporting framework that has been applied in their preparation is Irish law and accounting standards issued by the Financial Reporting Council and promulgated by Chartered Accountants Ireland / Institute of Certified Public Accountants / Association of Chartered Certified Accountants / Institute of Incorporated Public Accountants22 (Generally Accepted Accounting Practice in Ireland). This report is made solely to the company's members as a body in accordance with Section 193 of the Companies Acts, 1990. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in the audit 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 or 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 Directors’ Responsibilities Statement the directors are responsible for the preparation of the financial statements giving a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with Irish law and International Standards on Auditing (UK and Ireland). Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

22 Amend as required depending on regulating Institute


11 © OmniPro

Opinion on financial statements In our opinion the financial statements:

give a true and fair view in accordance with Generally Accepted Accounting Practice in Ireland of the state of the company’s affairs as at 30th June 2014 and of its profit for the year then ended; and

have been properly prepared in accordance with the requirements of the Companies Acts 1963 to 2013 [and European Communities (Companies: Group Accounts) Regulations, 1992]23

Matters on which we are required to report by the Companies Acts 1963 to 2013

We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

In our opinion proper books of account have been kept by the company. The financial statements are in agreement with the books of account. In our opinion the information given in the directors report is consistent with the

financial statements. The net assets of the company as stated in the balance sheet are more than

half the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 30th of June 2014 a financial situation which under Section 40 (1) of the Companies (Amendment) Act 1983 would require the convening of an extraordinary general meeting of the company.

Matters on which we are required to report by exception We have nothing to report in respect of the provisions in the Companies Acts 1963 to 2013, which require us to report to you if, in our opinion the disclosures of directors’ remuneration and transactions specified by law are not made24. Signed by: Personal name of auditor Date: For and on behalf of: Compliant Accountant & Co25

Chartered Chartered Accountants & Registered Auditors/Statutory Audit Firm, Accountants Row, Any County

ACCA

Chartered Certified Accounts & Statutory Auditors/Statutory Auditor, Accountants Row, Any County

CPA

Certified Public Accountants & Statutory Audit Firm, Accountants Row, Any County

IIPA

Incorporated Public Accountant Firm, Accountants Row, Any County

23 Applicable to large companies where consolidated accounts are presented 24 Section 191(8), Companies Act 1963 – Particulars of Directors salaries not disclosed

25 The firm name must reflect the name of the firm as it appears on the public register of the Registrar of Companies




Accounting Policies

12 © OmniPro

The significant accounting policies adopted by the Company and applied consistently are as follows: Basis of Accounting The Financial Statements are prepared on the going concern basis, under the historical cost convention, [as modified by the revaluation of certain tangible fixed assets] and comply with the financial reporting standards of the Financial Reporting Council, as published by Chartered Accountants Ireland / Institute of Certified Public Accountants / Association of Chartered Certified Accountants / Institute of Incorporated Public Accountants26 and the Companies Acts 1963 to 2013 [and European Communities (Companies: Group Accounts) Regulations, 1992]27. Consolidation28 The company and its subsidiaries combined meet the size exemption criteria for a group and the company is therefore exempt from the requirement to prepare consolidated financial statements by virtue of Regulation 7 of the European Communities (Companies: Group Accounts) Regulations, 1992. Consequently, these financial statements deal with the results of the company as a single entity. Turnover Turnover represents net sales to customers and excludes trade discounts and Value Added Tax. Goodwill Goodwill represents the excess of consideration paid for the acquisition of shares in associates and joint ventures over the fair value of the identifiable assets and liabilities. Goodwill is amortised to the profit and loss account on a straight line basis over its estimated useful life. The estimated useful lives of goodwill on acquired businesses are up to 20 years. Useful life is determined by reference to the period over which the values of the underlying businesses are expected to exceed the values of their identifiable net assets. Goodwill is reviewed for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Changes in accounting policies must be identified and recorded in accordance with FRS 18, para 55 26 Amend as required depending on regulating Institute 27 Applicable to large companies where consolidated accounts are presented 28 Applicable to Group companies who do not meet the size criteria to prepare consolidated financial statements




Accounting Policies

13 © OmniPro

Other Intangible Assets Acquired intangible assets are capitalised at cost and are amortised using the straight-line basis over their useful lives up to a maximum of 20 years. Intangible assets acquired as part of a business acquisition are capitalised separately from goodwill if the fair value can be measured reliably. Internally generated intangible assets are only recognised where they have a readily ascertainable market value. Intangible assets are reviewed for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable Investment Properties Investment properties are not held for consumption but for investment are revalued annually and are not depreciated or amortised. The directors believe that the non depreciation of investment properties is necessary in order for the financial statements to give a true and fair view.

Gains on revaluation are taken to the statement of total recognised gains or losses and where the valuation indicates an impairment the impairment is transferred to the statement of total recognised gains and losses to a maximum of the sum of the previous revaluation gains. The remainder is charged to the profit and loss account. Investments in subsidiary undertakings Investments in subsidiary undertakings are shown at cost less provision for impairments in value. Other financial assets Other investments are shown at cost less provision for impairments in value. Tangible Fixed Assets Tangible fixed assets are recorded at historic cost. Cost includes prime cost, overheads and interest incurred in financing the construction of tangible fixed assets. Capitalisation of interest ceases when the asset is brought into use. Freehold land and buildings are revalued on the basis of open market value. Revaluation gains are recognised in the profit and loss account to the extent that they reverse previously recognised revaluation losses on the same assets. All other revaluation gains are recognised in the statement of total recognised gains and losses.




Accounting Policies

14 © OmniPro

The company undertakes a review for impairment of a fixed asset if events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. Revaluation losses are recognised in the statement of total recognised gains and losses until the carrying amount reaches its depreciated historical cost and thereafter in the profit and loss account. An exception is where the recoverable amount of the asset is greater than its revalued amount. In this case the loss is recognised in the statement of total recognised gains and losses to the extent that the recoverable amount is greater than its revalued amount. Depreciation Depreciation is calculated in order to write off the cost of tangible fixed assets over their estimated useful lives as follows: Machinery and equipment 15% straight line on cost Motor vehicles 20% straight line on cost Office equipment 15% straight line on cost Buildings 2% straight line on cost Land Not depreciated An amount equal to the excess of the annual depreciation charge on revalued assets over the notional historical cost depreciation charge on those assets is transferred annually from the revaluation reserve to the profit and loss reserve. Government grants Grants are recognised when there is reasonable assurance that the grant will be received and all attaching conditions have been complied with. Grants awarded to assist with capital expenditure are credited to deferred income and are released to the profit and loss account on a straight line over the expected useful life of the related assets. Grants awarded to assist with revenue expenditure are released to the profit and loss account as the related expenditure is incurred. Stocks and Work in Progress Stocks are valued at the lower of cost and net realisable value. Full provision has been made for damaged, deteriorated, obsolescent or unusable materials. In the case of finished goods and work in progress, cost is defined as the aggregate cost of raw material, direct labour and attributable proportion of direct production overheads. Net realisable value comprises the actual or estimated selling price less all further costs to completion or to be incurred in marketing, selling and distribution.




Accounting Policies

15 © OmniPro

Leased Assets and Hire Purchase Commitments Tangible fixed assets acquired under finance leases are included in the balance sheet at their equivalent capital value and are depreciated over the shorter of the lease term and their useful lives. The corresponding liabilities are recorded as a creditor and the interest element of the finance lease rentals is charged to the profit and loss account on an annuity basis. Operating lease rentals are charged to the profit and loss account on a straight line basis over the lease term. Research and development Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit. Foreign Currencies Functional and presentation currency Items included in the financial statements are presented in ‘Euros’, the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The principal exchange rates used for the translation of results, cash flows and balance sheets into euro were as follows: 2014 2013 €1=Stg

£ €1=Stg

£ Average 0.xxx 0.xxx Year end 0.xxx 0.xxx Transactions and balances Transactions in foreign currencies are recorded at the rate 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. Taxation The charge for taxation is based on the profit for the year and is calculated with reference to the tax rates applying at the balance sheet date. Deferred taxation is calculated on the differences between the company’s taxable profits and the results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. The full deferred tax effect is recognised on differences between amounts funded and amounts charged to the profit




Accounting Policies

16 © OmniPro

and loss account in relation to pensions and other post-retirement benefits. In calculating the amount of deferred tax, discounting is used where appropriate. Provisions for liabilities Provisions for the expected legal costs are charged against profits when an action against the company commences. The effect of the time value of money is not material, therefore the provisions are not discounted. Interest Receivable Interest received on the company’s investments are recorded as income in the year in which they are earned. Capital instruments Shares are included in shareholders’ funds. Other instruments are classified as liabilities if not included in shareholders funds and if they contain an obligation to transfer economic benefits. The finance cost recognised in the profit and loss account in respect of capital instruments other than equity shares is allocated to periods over the term of the instrument at a constant rate on the carrying amount. Dividends Dividends to the company’s equity shareholders (holders of ordinary shares) are recognised as a liability of the company when approved by the company’s shareholders. Pensions29 Pension benefits are met by payments to a defined contribution pension fund. Contributions are charged to the profit and loss in the year in which they fall due. The assets are held separately from those of the company in an independently administered fund. Differences between the amounts charged in the profit and loss account and payments made to pension funds are treated as assets or liabilities.

Significant specific accounting policies not identified above should be tailored and adopted as appropriate 29 This policy relates to a defined contribution scheme, an expanded policy would be required for a defined benefit scheme



Profit and Loss Account Year Ended 30th June 2014

17 © OmniPro

€ € Note 2014 2013 Turnover 1 2,967,825 2,856,646 Cost of Sales (2,199,114) (2,043,816) Gross Profit 768,711 812,830 Distribution expenses (126,869) (125,438) Administrative expenses (364,920) (373,306) 491,789 498,744 Operating profit 276,922 314,086 Profit on disposal of fixed assets (2,500) - Profit on ordinary activities before interest 279,422 314,086 Interest receivable 2 - - Interest payable and similar charges 3 (7,766) (7,621) Profit on ordinary activities before taxation 271,656 306,465 Tax on profit on ordinary activities 7 (26,773) (30,333) Profit for the financial year 244,883 276,132 The turnover and operating profit relate to continuing operations as no businesses were acquired or disposed of in 2014 or 2013. A separate Statement of Total Recognised Gains and Losses30 is not required, as there are no gains or losses other than those reflected in the Profit and Loss Account. On behalf of the board Mr A Director Ms B Director Director Director DATE:

This is prepared in accordance with Format 1, Format 2 can also be used Where there is a material difference between the result as disclosed in the profit and loss account and the result as given by an unmodified historical cost basis a note of the historical cost profit or loss should be presented 30 Insert Statement of Total Recognised Gains and Losses if required



Balance Sheet As at 30th June 2014

18 © OmniPro

€ € Note 2014 2013 Fixed Assets Tangible assets 8 432,129 119,358 Financial assets 9 81,270 81,270 513,399 200,628 Current Assets Stocks 10 393,811 452,325 Debtors 11 285,219 294,457 Cash at bank and in hand 63,829 106,318 742,859 853,100 Creditors: amounts falling due within one year 12 (353,032) (384,886) Net current assets 389,827 468,214 Total assets less current liabilities 903,226 668,842 Creditors: amounts falling due after more than one year 13 (35,372) (45,871) Net assets 867,854 622,971 Capital and Reserves Called up share capital 15 1,270 1,270 Profit and loss account 16 866,584 621,701 Total Equity Shareholders funds 17 867,854 622,971 On behalf of the board Mr A Director Ms B Director Director Director DATE:



Cashflow Statement For the Year ended 30th June 2014

19 © OmniPro

€ € Note 2014 2013 Net cash (outflow)/inflow from operating activities 25 (84,906) 569,301 Return on investments and servicing of finance Interest paid (69,095) (57,646) Taxation Corporation tax refund/(paid) 6,815 (68,445) Capital expenditure and financial investment Payments to acquire tangible fixed assets (63,950) (37,370) Equity Dividends paid - - Cash (outflow)/inflow before use of liquid resources and financing (211,136) 405,840 Financing Net bank loans repayments (76,248) (76,248) Movement in cash 26 (287,384) 329,592 On behalf of the board Mr A Director Ms B Director Director Director DATE:



Notes To The Financial Statements Year Ended 30th June 2014

20 © OmniPro

1. TURNOVER31

All turnover derives from activities in the Republic of Ireland. The analysis of turnover by activity is as follows: € € 2014 2013 Construction 2,543,927 2,490,946 Pre-cast Concrete Retail 423,898 365,700 2,967,825 2,856,646 2. INTEREST RECEIVABLE € € 2014 2013 On investments and short term deposits - - 3. INTEREST PAYABLE AND SIMILAR CHARGES € € 2014 2013 On bank loans, overdrafts and other loans wholly repayable within five years32 7,766 7,621 4. THE PROFIT BEFORE TAXATION WAS ARRIVED AT AFTER CHARGING € € 2014 2013 Auditor’s remuneration Audit 3,255 3,070 Non audit services33 3,255 3,070 Tax advisory 3,255 3,070 Depreciation: Owned Tangible fixed assets 45,374 28,589 Impairment of Assets/Amortisation of Goodwill Profit on Disposal of Fixed Assets (2,500) - Rentals payable under operating lease rentals - - Government Grant Amortised - -

31 SSAP 25 requires entities to disclose results for each class of business and geographical segment 32 If the company capitalises interest into assets, the total interest cost for the year should be shown with the amount capitalised shown as a deduction in arriving at the net amount on the face of the Profit and Loss a/c 33 The requirement to disclose fees in respect of non audit services is applicable to large companies only under the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2013




21 © OmniPro

5. STAFF NUMBERS AND COSTS

34 2014 2013 The average number of employees was as follows Administration 4 4 Distribution 1 1 Construction 15__ 21__ 20 26 These numbers include executive directors. The aggregate payroll costs of these employees were as follows: € € 2014 2013

Wages & Salaries 544,720 440,143 Social Welfare Costs 48,636 37,526 Pension Costs 17,583 21,890 610,939 499,559 6. DIRECTORS REMUNERATION AND TRANSACTIONS

35 € € 2014 2013 Salary 68,291 58,756 Pension contributions 7,381 11,041 75,672 69,797 Directors loans Mr A Ms B Director Director Opening balance 14,332 18,320 Repayments to directors 5,395 14,605 Advances from directors 10,000 10,000 Closing balance 18,937 13,715 Maximum amount outstanding to directors during the year36 34 Staff particulars analysed by function as required by Sch 42(1), Companies (Amendment) Act 1986 35 As required by Section 191, Companies Act 1963 36 Disclosure of maximum amount only required if debit balance at the year end




22 © OmniPro

7. TAX ON PROFIT ON ORDINARY ACTIVITIES € € 2014 2013 Corporation tax at X% (2013: Y %) on the profit for the year on ordinary activities Manufacturing relief Adjustment relating to an earlier year Deferred taxation Withholding tax attributable to Republic of Ireland dividends received

XXXXX XXXXXXXXX XXXX

XXXX XXXXXXXXX XXXXX

XXXX XXXX

XXXX XXXX XXXXX XXXXX _______ _______ The tax charge was reduced by €XXXX in 2014 due to tax losses forward. Apart from the effect of the exceptional items as outlined in note 3, there were no other significant issues which affected the tax charge for the year. Factors affecting tax charge for period: € € 2014 2013 Profit on ordinary activities before tax

===== ===== Profit on ordinary activities multiplied by standard rate of corporation tax in Ireland of X% (2013: Y %) Effects of: Expenses not deducted for tax purposes Capital allowances for period in excess of depreciation Utilisation of tax losses Rollover relief on profit on disposal of property Higher tax rates on overseas earnings Adjustment to tax charge in respect of previous periods Current tax charge for period ===== =====




23 © OmniPro

8. TANGIBLE FIXED ASSETS

Land & Buildings

Machinery &

Equipment

Motor Vehicles

Office Equipment

Total

€ € € € € Costs At beginning of year 49,246 62,496 78,704 16,590 237,036Additions in year 290,500 28,755 36,910 4,340 360,505Disposals in year - - (10,000) - (10,000) At end of year 339,746 91,251 105,614 20,930 587,541 Depreciation At beginning of year 2,955 26,718 47,222 10,783 87,678On disposals - - (8,000) - (8,000)Charge for Year 6,795 13,687 22,112 3,140 45,734 At end of year 9,750 40,396 61,334 13,923 125,412 Net book value At 30 June 2014 329,996 50,846 44,280 7,007 432,129 At 30 June 2013 46,291 35,778 31,482 5,807 119,358

There were no assets held under finance lease included in the tangible fixed assets. OR The following assets were held under finance lease

Motor Vehicles

€ Net Book Value 30 June 2014 22,000 Net Book Value 30 June 2013 25,000 Depreciation charge for the year 3,000

The land and buildings of the company were revalued by [state name], [state qualification] to an open market value basis reflecting existing use [or state alternate basis if appropriate] on [state date] 20XX. The valuation was carried out in accordance with the SCS Appraisal and Valuation Manual. {If the valuer is an officer or employee of the company or a group company this fact must be stated}.




24 © OmniPro

These valuations have been incorporated into the financial statements and the resulting revaluation adjustments have been taken to the revaluation reserve. The revaluations during the year ended 30th June 2014 resulted in a revaluation surplus of €xx,xxx.37 9. FINANCIAL FIXED ASSETS € € 2014 2013

Shares in subsidiary undertakings 1,270 1,270 Other investments other than loans 80,000 80,000 81,270 81,270 Subsidiary undertakings Company Name

Country of Incorporation38

Details of Investments

Proportion held by company

Registered office

Principle activity

Precast Concrete Ltd

Ireland 1,270 €1 ordinary shares

100% Any Address

Manufacture of pre-cast concrete products

The capital and reserves and profit of the subsidiary was as follows: € € 2014 2013

Profit 212,387 172,834 Capital & Reserves 854,346 641,959 In the opinion of the directors the shares in the company’s subsidiary are worth at least the amounts at which they are stated in the balance sheet. Other Investments Listed Cost At beginning of year 80,000 Purchased during the year ___. At the end of the year 80,000

37 Details of the historical cost of the asset and accumulated depreciation must be disclosed on revalued assets 38 If the company is unincorporated, the address of the principal place of business must be included




25 © OmniPro

The listed investments are listed on the Irish Stock Exchange. The market value of the investment at the year ended 30th June 2014 was €156,336. If sold, the tax liability would be €13,267. 10. STOCKS € € 2014 2013 Stock of Raw Materials 18,540 13,080 Stock of Precast Concrete Products 71,769 73,391 Work in progress 303,502 365,854 393,811 452,325 In the opinion of the directors there are no material differences between the replacement cost of stock and the balance sheet amounts.39 11. DEBTORS

€ € 2014 2013

Trade debtors 272,079 278,767 Prepayments 13,140 15,690 285,219 294,457 12. CREDITORS : AMOUNTS FALLING DUE WITHIN ONE YEAR

€ € 2014 2013

Trade creditors 209,065 243,582 Amounts owed to subsidiary undertaking (note 16) 39,897 32,096 Accruals 10,000 9,210 Term Loan 13,740 13,740 PAYE PRSI 4,396 9,113 VAT 25,880 22,743 Corporation Tax 17,402 21,750 Directors Loans (note 5) 32,652 32,652 353,032 384,886

39 If there is a material difference between the balance sheet amount of stock and its replacement cost, the latter amount should be disclosed




26 © OmniPro

During the year the majority of stocks purchased were subject to a reservation of title clause. 13. CREDITORS : AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR € € 2014 2013

Term Loan 35,372 45,871 14. DETAILS OF BORROWINGS Within 1

year Between 1 &

2 years Between 2 &

5 years After 5 years

Total

€ € € € € Repayable other than by instalments

Bank Overdrafts - - - - - Repayable by instalments40

Term Loan 13,740 13,740 21,632 - 49,112 13,740 13,740 21,632 - 49,112 15. CALLED UP SHARE CAPITAL

41

€ € 2014 2013 Authorised Equity 1,000,000 ordinary shares of €1.269738 each 1,269,738 1,269,738 Allotted, called up and fully paid equity42 1,000 ordinary shares of €1.269738 1,270 1,270 40 Include details of bank loans, finance leases and HP agreements 41 For shares issued during the period disclose the reason for allotment, the class of shares allotted and the consideration received 42 If share capital is unpaid this should be disclosed here




27 © OmniPro

16. RESERVES/PROFIT AND LOSS € €

2014 2013

Opening Profit & Loss/Reserves 621,701 345,569 Profit for the year 244,883 276,132 Dividends Paid _______ _______ Closing Profit & Loss/Reserves 866,584 621,701 17. RECONCILIATION OF SHAREHOLDER FUNDS

€ € 2014 2013

Opening Shareholder Funds 622,971 346,839 Profit for the year 244,883 276,132 Dividends Paid _______ _______ Closing Shareholder Funds 867,854 622,971 18. CAPITAL COMMITMENTS There were no capital commitments at the year ended 30th June 2014. 19. DIRECTORS & SECRETARIES INTERESTS

43

The director’s interests in the company at the beginning and end of the year were as follows; Mr A Director Ms B Director €1 ordinary shares €1 ordinary shares Total At the beginning of the year 550 250 800At the end of the year 550 250 800

43 Not needed if disclosed in the directors report




28 © OmniPro

20. PENSION INFORMATION44

€ €

2014 2013 Pension Costs Contribution to Pension Scheme _____ _____ Ex Gratia Pension Cost ===== ===== [Provide an explanation of any material variation in the pension charge from that of the previous period. Provide also any commitment by the company to make additional contributions for a limited number of years – for example, the pension charge for the year 2014included €AMOUNT) in respect of past service liabilities that are being written off over ten years being the average remaining service les of the current employees.] The company operates an externally funded defined contribution scheme that covers substantially all the employees of the company. The assets of the scheme are vested in independent trustees for the sole benefit of these employees. 21. RELATED PARTY TRANSACTIONS

45 OmniPro Sample Medium/Large Co. Limited holds 100% of the share capital of Precast Concrete Limited. During the year Precast Concrete Limited supplied OmniPro Sample Medium/Large Co. Limited with goods to the value of €264,319 in the normal course of business. The balance due to Precast Concrete is €39,897 and is shown separately in creditors due within one year. During the year the company provided construction services to a company called Related Company Limited. Ms B Director who is a director of the company is also a director of Related Company Limited. The cost of the services was €185,000 and was provided at arms length prices.

44 Note is applicable to defined contribution schemes only, defined benefit schemes require further detailed disclosures. 45 Financial statements should disclose material transactions undertaken by the reporting entity with a related party, disclosures should include:

a) the names of the transacting related parties; b) a description of the relationship between the parties; c) a description of the transactions; d) the amounts involved; e) any other elements of the transactions necessary for an understanding of the financial statements; f) the amounts due to or from related parties at the balance sheet date and the provisions for doubtful debts

due from such parties at that date; and g) amounts written off in the period in respect of debts due to or from related parties.




29 © OmniPro

Related Company Limited has a balance due to the company of €30,500 at the year-end and is included in trade debtors. Any Big Bank PLC holds personal guarantees of Mr A Director and Ms B Director in the amount of €40,000. 22. CONTINGENCIES

46 A legal action is pending against the company for alleged unfair dismissal. The directors under advisement from their legal team expect that the claim will be successfully defended. Should the company be unsuccessful in the action the maximum estimated settlement is not expected to exceed €10,000. 23. POST BALANCE SHEET EVENTS There have been no significant events affecting the company since the year-end. Or Post year end the company into a contract to purchase the trade of a related business, this will increase turnover and profits going forward. 24. BANK FACILITIES The bank facilities are secured by a debenture incorporating fixed and floating charges over the assets of the company. 25. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW/(OUTFLOW) FROM

OPERATING ACTIVITIES € €

2014 2013 Operating (loss)/profit (141,393) 895,821 Depreciation 143,900 165,153 Profit/Loss on Disposal of Fixed Assets Movement in stock 118,836 31,306 Movement in debtors (102,404) 353,941 Movement in creditors 104,839 (636,542) Movement in related company balance (182,484) (186,178) 46 Where information required under FRS 12 is deemed to prejudice an ongoing dispute with other parties the specific details may not be disclosed but the general nature of dispute and reason for non-disclosure should be included




30 © OmniPro

Net cash (outflow)/inflow from operating activities (84,906) 569,301 26. ANALYSIS OF CASH & CASH EQUIVALENT S & NET DEBT

AT 30 JUN 13 CASH FLOW AT 30 JUN 14 € € € Cash in hand 169,421 (169,253) 168 Bank overdraft - (118,131) (118,131) 169,421 (287,384) (117,963) Debt due within one year (76,248) - (76,248) Debt due after one year (492,583) 76,248 (416,335) (568,831) 76,248 (492,583) Total (399,410) (211,136) (610,546) 27. RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN NET DEBT € Movement in cash in year (169,253) Cash outflow from decrease in debt (41,883) Movement in net debt in year (211,136) Net debt at 30 June 2013 (399,410) Net debt at 30 June 2014 (610,546)

28. ULTIMATE CONTROLLING PARTY The company is a wholly owned subsidiary of OmniPro plc a company incorporated in Ireland47. 29. APPROVAL OF THE FINANCIAL STATEMENTS The directors approved the financial statements on .

47 When the reporting entity is controlled by another party, there should be disclosure of the related party relationship and the name of that party and, if different, that of the ultimate controlling party. If the controlling party or ultimate controlling party of the reporting entity is not known, that fact should be disclosed.


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