Question Tag: Business Combinations

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FR – May 2016 – L2 – Q3 – Business Combinations

Calculate goodwill and prepare the consolidated income statement for Panda Group, including post-acquisition adjustments.

On October 1, 2015, Panda purchased 75% of the equity shares in Sanda through a share exchange of two shares in Panda for every three shares in Sanda. The stock market price of Panda’s shares on October 1, 2015, was N6 per share.

The summarized statements of comprehensive income for the two companies for the year ending March 31, 2016, are as follows:

Item Panda (N’000) Sanda (N’000)
Revenue 675,000 360,000
Cost of Sales (390,000) (165,000)
Gross Profit 285,000 195,000
Distribution Costs (35,400) (18,000)
Administrative Expenses (40,500) (34,500)
Finance Costs (2,250) (1,800)
Profit Before Tax 206,850 140,700
Income Tax Expense (72,000) (41,700)
Profit for the Year 134,850 99,900
Other Comprehensive Income
Gain on Revaluation of Land 3,750 1,500
Loss on Fair Value of Equity Financial Asset (1,050) (600)
Total Comprehensive Income 137,550 99,900

Additional Information:

  1. Equity at October 1, 2015:
    • Panda: Equity Shares (N1 each) N375,000, Share Premium N150,000, Revaluation Reserve (Land) N12,600, Retained Earnings N135,000
    • Sanda: Equity Shares (N1 each) N240,000, Retained Earnings N220,500
  2. Immediately after acquisition, Panda transferred a plant item to Sanda valued at N7.5 million (carrying amount: N4 million). The plant had a remaining life of two and a half years, and depreciation is charged to cost of sales.
  3. After the acquisition, Sanda sold goods to Panda for N60 million, which cost Sanda N45 million. N18 million of these goods remained in Panda’s closing inventory.
  4. Non-controlling interest in Sanda is valued at fair value, set at N150 million by Panda’s directors.
  5. The goodwill of Sanda has not suffered impairment.
  6. All items in the comprehensive income statements accrue evenly over the year.

Required:

a) Calculate the amount paid by Panda and the goodwill arising on the acquisition of Sanda. (6 Marks)

b) Prepare the consolidated statement of comprehensive income for Panda Group for the year ending March 31, 2016. (14 Marks)

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FR – May 2022 – L2 – SB – Q3 – Consolidated Financial Statements

Prepare a consolidated statement of financial position for Daddy PLC as of December 31, 2020, incorporating the acquisition of Mummy PLC.

Daddy PLC is a first-tier entity quoted on the Nigerian Stock Exchange (NSE). The entity acquired 640 billion equity shares in Mummy PLC on January 1, 2020. The purchase consideration comprised the following:

  • Issue of one ordinary share of Daddy PLC in exchange for every two shares in Mummy PLC.
  • Issue of N100 12% loan notes in Daddy PLC in exchange for every 400 shares in Mummy PLC.
  • A cash payment of 15 kobo per share for every share acquired in Mummy PLC on January 1, 2020.

At the date of acquisition, the market price of Daddy PLC’s shares was 75 kobo each. The cost incurred by banks when a fixed-rate loan is paid out early is assumed to be nil. Also, Daddy PLC has recorded the 12% loan notes in the purchase consideration in the accounts.

Below are the statements of financial position for Daddy PLC and Mummy PLC as of December 31, 2020:

Additional Information:

  1. Mummy PLC’s net assets were at fair value except for an item of property, which had a fair value N50 billion higher than its carrying amount.
  2. The fair value of non-controlling interests at the date of acquisition was N100 billion.
  3. Mummy PLC sold goods worth N20 billion to Daddy PLC. N5 billion of these were included in Daddy PLC’s inventory as of December 31, 2020.
  4. Goodwill impairment of N30 billion.

You are required to prepare the consolidated statement of financial position as at December 31, 2020.

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FR – NOV 2016 – L2 – Q1c – Business Combinations (IFRS 3)

Complex consolidation question involving share exchange, fair value adjustments, intra-group transactions, associate investments and goodwill impairment.

On January 1, 2016 Kehinde Plc acquired 45million of the Equity shares of Taiwo Plc in a share exchange in which Kehinde Plc issued two (2) new shares for every three (3) shares it acquired in Taiwo Plc. This gave Kehinde Plc a holding of 90%, additionally on 31 December, 2016, Kehinde Plc will pay shareholders of Taiwo Plc N1.76 per share acquired. Kehinde Plc cost of capital is 10% per annum.

At the date of acquisition, the shares in Kehinde Plc and Taiwo Plc had a market price of N6.50 and N2.50 respectively.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED SEPTEMBER 30, 2016

KEHINDE PLC TAIWO PLC
N’000 N’000
Revenue 323,000 190,000
Cost of Sales (256,000) (130,000)
Gross Profit 67,000 60,000
Distribution Cost (8,000) (9,000)
Administrative Expenses (19,000) (12,000)
Investment Income 2,500
Finance Cost (2,100)
Profit before Tax 40,400 39,000
Income Tax Expenses (14,000) (8,000)
Profit for the year 26,400 31,000

Equity as at October 1, 2015:

Share Capital(N1 per share) 300,000 75,000
Retained Earnings 270,000 175,000

The following additional information is also relevant:

(i) At the date of acquisition the Fair Value of Taiwo Plc’s assets and liabilities were equal to their carrying amount with the exception of two items:

  • An item of plant had a fair value of N9million above the carrying amount. The remaining life of the plant at the date of acquisition was three (3) years. Depreciation is charged to cost of sales.
  • Taiwo Plc had a contingent liability which Kehinde Plc estimated to have a fair value of N2.25million. This has not changed as at September 30, 2016.
  • Taiwo Plc has not incorporated this fair value changes into its financial statements.

(ii) It is Kehinde Plc’s policy to value non-controlling interest at fair value at the date of acquisition. For this purpose, Taiwo Plc share price at the date can be deemed to be representative of the fair value of the shares held by the non-controlling interest.

(iii) Sales from Kehinde Plc to Taiwo Plc throughout the year ended September 30, 2016 had consistently been N4million per month. Kehinde Plc made a mark-up of 25% on these sales. Taiwo Plc had N7.5million of these goods in inventory as at September 30, 2016.

(iv) Kehinde Plc’s investment income is a dividend received from its investment in a 40% owned associates which it has held for several years. The underlying earnings of the associate for the year ended September 30, 2016 were N10million.

(v) Although Taiwo Plc has been profitable since its acquisition by Kehinde Plc, the market for Taiwo Plc’s product has been badly hit in recent months and Kehinde Plc has calculated that the goodwill has been impaired by N10million as at September 30, 2016.

Required:

(i) Calculate the goodwill on acquisition of Taiwo Plc. (7 Marks)

(ii) Prepare the Consolidated Statement of Profit or Loss and Other Comprehensive Income for Kehinde Plc group for the year ended September 30, 2016. (15 Marks)

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FR – NOV 2016 – L2 – Q1b – Business Combinations (IFRS 3)

Calculation of gain on bargain purchase arising from business acquisition with consideration of fair values and non-controlling interests.

Harmony Limited acquired 70% interest in the equity shares of Foremost Limited for N3,000,000 on January 1, 2015. The abridged Statement of Financial Position of both companies at the date of acquisition were as follows:

HARMONY LIMITED FOREMOST LIMITED
N’000 N’000
Identifiable Assets 32,800 8,000
Investment in Foremost Limited 3,000 _____
35,800 8,000
Equity 24,000 4,800
Identifiable Liabilities 11,800 3,200
35,800 8,000

The fair value of the identifiable assets of Foremost Limited amounts to N11,200,000 and the fair value of its liabilities is N3,200,000. The Non-Controlling Interest will be measured as a percentage of the Net Asset of the acquiree.

Required:

Calculate the Gain on Bargain Purchase arising from the acquisition.

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FR – NOV 2016 – L2 – Q1a – Business Combinations (IFRS 3)

Question tests understanding of IFRS 3 treatment of non-controlling interests and its impact on consolidated financial statements.

IFRS 3 on Business Combination permits a non-controlling interest at the date of acquisition to be valued by one of two methods. i. At its proportionate share of the subsidiary’s identifiable Net Assets or ii. At its Fair Value (usually determined by the directors of the parent Company).

Required:

Explain the difference that the accounting treatment of these alternative methods could have on the Consolidated Financial Statements, including where Consolidated Goodwill may be impaired.

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FA – May 2014 – L1 – SA – Q12 – Partnership Account

This question tests knowledge of the term used when multiple partnerships combine to form a new partnership.

The process where two or more Partnerships combine to form a new Partnership is known as…………………

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CR – May 2020 – L3 – Q1 – Consolidated Statement of Financial Position

Prepare the consolidated statement of financial position for Phato Ltd and its subsidiaries as at 30 September 2019, including relevant calculations for goodwill, non-controlling interest, and asset impairments.

Phato Ltd, is a Public Limited Liability Company which operates in the service sector in Ghana. Phato Ltd has a business relationship with two other Ghanaian companies, Sakara Ltd and Saadi Ltd, which are public limited liability companies too. The draft statements of financial position of these three companies are as below as at 30 September 2019.

Phato Ltd GH¢ million Sakara Ltd GH¢ million Saadi Ltd GH¢ million
Assets:
Non-current assets
Property, plant, and equipment 460.0 150.0
Investment in subsidiaries
Sakara Ltd 365.0
Saadi Ltd 160.0
Investment in Azuri Ltd 24.0
Intangible assets 99.0 15.0
Total Non-current assets 948.0 325.0
Current assets 447.5 240.0
Total assets 1,395.5 565.0
Equity and liabilities:
Equity:
Share capital 460.0 200.0
Other components of equity 36.5 18.5
Retained earnings 447.5 221.0
Total equity 944.0 439.5
Non-current liabilities 247.5 61.5
Current liabilities 204.0 64.0
Total liabilities 451.5 125.5
Total equity and liabilities 1,395.5 565.0

Additional relevant information:

  1. Phato Ltd, on 1 October 2017, acquired 60% of the equity interests of Sakara Ltd. The cost of the investment comprised cash of GH¢360 million. At acquisition, the fair value of the non-controlling interest in Sakara Ltd was estimated at GH¢146 million. The fair value of the identifiable net assets acquired totaled GH¢417.5 million, including retained earnings of GH¢159.5 million and other components of equity at GH¢13.5 million. The excess in fair value results from non-depreciable land.
  2. Sakara Ltd, on 1 October 2018, acquired 70% of Saadi Ltd for GH¢160 million. The fair value of non-controlling interest was estimated at GH¢36 million. The fair value of the identifiable net assets of Saadi Ltd at acquisition was GH¢181 million, retained earnings GH¢53 million, and other components of equity GH¢10 million.
  3. Phato Ltd acquired a 14% interest in Azuri Ltd for GH¢9 million on 1 October 2017. On 1 April 2019, Phato Ltd acquired an additional 16% interest in Azuri Ltd for GH¢13.5 million, achieving significant influence.
  4. Phato Ltd purchased patents for GH¢5 million and incurred other development costs for product development.
  5. Impairment tests were conducted on Sakara Ltd and Saadi Ltd.

Required:
Prepare the consolidated statement of financial position for the Phato Ltd Group as at 30 September 2019.

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CR – Nov 2020 – L3 – Q4b – Fair Value in Consolidation

Explain why a fair value exercise is performed when a parent acquires a controlling stake in a subsidiary.

Under IFRS 3: Business Combinations, the identifiable assets, liabilities, and contingent liabilities of subsidiaries are required to be brought into the consolidated financial statements at their fair value rather than their book value.

Required:
Explain the justification for undertaking a fair value exercise when a parent acquires a controlling stake in a subsidiary company.

 

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CR – May 2021 – L3 – Q1 – Consolidation with Subsidiaries and Associate

Prepare consolidated statement of financial position including two subsidiaries and an associate. Adjust for goodwill, non-controlling interest, and contingent consideration.

Required:
Prepare a consolidated statement of financial position as of 31 May 2020 for the Blavo Group.

 

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FR – May 2018 – L2 – Q1b – Business Combinations (IFRS 3)

Calculate goodwill on acquisition based on fair value measurement of the non-controlling interest.

A parent acquired 600,000 equity shares of its subsidiary three years ago for N1,200,000. The subsidiary’s issued equity share capital on that date was N250,000, with each share having a nominal value of 25 kobo. Other components of the subsidiary’s net assets at the acquisition date included share premium of N550,000 and retained earnings of N680,000. The subsidiary’s shares were quoted at N1.80 per share when the parent took control.

Required: Calculate the goodwill on acquisition if the parent measures non-controlling interest at its fair value.

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FR – Mar 2023 – L2 – Q5d – Business combinations and consolidation

Explains fair value in IFRS 13 and its application to assets and liabilities in business combinations.

d) IFRS 3: Business Combinations defines fair value consistently with IFRS 13: Fair Value Measurement. IFRS 3 requires the acquiree’s assets and liabilities to be incorporated into the consolidated financial statements at their fair values rather than at their carrying amounts.

Required:
i) Explain the meaning of fair value in accordance with IFRS 13. (2 marks)
ii) Explain the reasons why the acquiree’s assets and liabilities are measured and recognised at their fair value within the consolidated financial statements. (3 marks)

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FR – Nov 2019 – L2 – Q5d – Group Financial Statements and Consolidation

Identify factors causing negative goodwill and explain its accounting treatment in consolidated financial statements.

Negative Goodwill is based on the accounting concept of Goodwill, an intangible asset that represents the worth of a company’s brand name, patents and other intellectual property, customer base, licenses, and other items that are difficult to put an amount on but help to make a company valuable. When the price paid is less than the actual value of the company’s net tangible assets, negative goodwill results.

Required:
In accordance with IFRS 3: Business Combinations, identify THREE (3) factors that account for negative goodwill and indicate its accounting treatment when it occurs in the preparation of consolidated financial statements.

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FR – May 2016 – L2 – Q3c – Financial Reporting Standards and Their Applications

Describe the accounting treatment of goodwill for ABC's financial statements, including directors' views on recognizing goodwill.

You are the finance director of ABC Company. ABC is preparing its financial statements for the year ended 31st December 2015. The following item has been brought to your attention:

ABC acquired the entire share capital of XYZ Ltd during the year. The acquisition was achieved through a share exchange. The terms of the exchange were based on the relative values of the two companies obtained by capitalizing the companies’ estimated cash flows. When the fair value of XYZ’s Ltd identifiable net assets was deducted from the value of the company as a whole, its goodwill was calculated at GH¢2.5 million. A similar exercise valued the goodwill of ABC at GH¢4 million. The directors wish to incorporate both goodwill values in the companies’ consolidated financial statements.

Required:
Describe how ABC should treat the item in its financial statements for the year ended 31st December 2015, commenting on the directors’ views where appropriate.

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FR – Aug 2022 – L2 – Q5c – Group Financial Statements and Consolidation

Explain how liabilities related to restructurings or exit activities and contingencies of an acquiree should be dealt with at the acquisition date under IFRS 3.

In line with IFRS 3 (Business Combinations), explain how the following items of an acquiree should be dealt with at the acquisition date:

i) Liabilities related to restructurings or exit activities (3 marks)
ii) Contingencies (2 marks)

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CR – Apr 2022 – L3 – Q1 – Consolidated financial statements, Business combinations and consolidation,

Prepare a consolidated statement of financial position for a group of companies considering complex adjustments for goodwill, impairments, and non-controlling interests.

Below are the statements of financial position for three companies as of 31 July 2021:

Statements of Financial Position as at 31 July 2021 Papa Plc GH¢’million Mama Plc GH¢’million Bebe Plc GH¢’million
Non-current assets:
Property, plant, and equipment 3,888 1,680 1,224
Investments 3,560 2,600 200
Total non-current assets 7,448 4,280 1,424
Current assets:
Inventories 1,080 368 300
Trade receivables 1,376 416 100
Cash & bank 368 104 64
Total current assets 2,824 888 464
Total assets 10,272 5,168 1,888
Equity:
Share capital of GH¢1 each 4,000 1,200 640
Revaluation surplus 2,400 960 400
Retained earnings 1,432 800 760
Total equity 7,832 2,960 1,800
Current liabilities:
Trade payables 1,144 1,080 56
Taxation 1,296 1,128 32
Total current liabilities 2,440 2,208 88
Total equity and liabilities 10,272 5,168 1,888

Additional information:

  1. Papa Plc bought 720 million shares in Mama Plc on 1 August 2019 at GH¢2.50 per share in cash. On that date, Mama’s retained earnings were GH¢480 million, and net assets equaled their carrying amounts except for property, plant, and equipment, which had a fair value excess of GH¢320 million.
  2. Papa implements a policy of carrying property, plant, and equipment at fair values across group companies from the date of acquisition.
  3. On 1 August 2020, Mama bought 512 million shares in Bebe Plc. The consideration was GH¢3 per share in cash with an additional payment of GH¢1 per share due on 31 July 2022. The fair value of the contingent consideration was GH¢320 million on 1 August 2020 and GH¢416 million on 31 July 2021. Bebe’s retained earnings were GH¢664 million, and the revaluation surplus was GH¢360 million.
  4. Bebe controls the brand “Y start,” with a fair value of GH¢40 million and a useful life of 20 years. This has not been recognized in the accounts.
  5. Papa uses the fair value method for non-controlling interests, using GH¢2.50 per share for this purpose.
  6. Goodwill impairment loss of GH¢40 million for Mama and GH¢20 million for Bebe was recognized on 31 July 2021.
  7. Mama bought goods from Bebe for GH¢16 million, with 60% unsold at year-end. These goods cost Bebe GH¢12 million.

Required: Prepare the Consolidated Statement of Financial Position for Papa Group as of 31 July 2021, in accordance with IFRS.

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CR – May 2016 – L3 – Q1a – Business Combinations and Consolidation

Discuss appropriate treatment of various investments in consolidated financial statements, including subsidiaries, associates, and held-for-sale assets.

The Avocado Ltd is preparing its consolidated financial statements for the year ended 31st December, 2015. Avocado Ltd has a number of investments in other entities. Details of these investments are as follows;

Investment in Akwadu Productions Avocado acquired 12% of the issued ordinary share capital of Akwadu Productions on 1st January 2010 for GH¢10,000,000. On 1st October, 2015 Avocado acquired a further 45% of the issued ordinary share capital for GH¢45,000,000. The fair value of the net assets at 1st October 2015 was GH¢120,000,000 and on 1st January 2010 was GH¢80,000,000. The previously held interest had a fair value on 1st October 2015 of GH¢17,000,000.

Investment in Akpakpa Ventures Ltd Avocado Ltd acquired 90% of the issued ordinary share capital of Akpakpa Ventures Ltd on 1st March 2015 for GH¢6,000,000 when the book value of the net assets was GH¢5,800,000. The fair value of these net assets was estimated at GH¢6,800,000 at the date of acquisition. The difference between fair value and the book value of the net assets related to depreciable property with a remaining useful life at the date of acquisition of 40 years.

Investment in Waatre Impex Ltd At the date of acquisition of Akpakpa Ventures Ltd, Akpakpa Ventures Ltd held 65% of the issued ordinary share capital of Waatre Impex Ltd. The operations of Waatre Impex Ltd do not fit within the strategic plans of Avocado Ltd and so the directors plan to sell this investment. The investment is currently being marketed with a view to selling it within 4 months.

Investment in Akutu Brothers Ltd Avocado Ltd acquired 40% of the issued ordinary share capital of Akutu brothers on 1st January 2014 for GH¢2,000,000 when the book value of the net assets was GH¢5,500,000. The fair value of these net assets was estimated at GH¢6,000,000 at the date of acquisition.

Required: a) Discuss the appropriate treatment of each investment in the consolidated financial statements of the Avocado Group Ltd as at 31st December 2015. (10 marks) (Note: Calculations are not required)

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CR – Nov 2023 – L3 – Q4b – Business combinations and consolidation

Outline factors to consider in determining the acquirer in a business combination according to IFRS 3.

b) Mmebusem Plc has been negotiating with Anansesem Plc for several months, and agreements have finally been reached for the two companies to combine. In considering the accounting for the combined entities, management realises that, in applying IFRS 3, an acquirer must be identified. However, there is a debate among the accounting staff as to which entity is the acquirer.

Required:

In accordance with IFRS 3: Business Combinations, outline FOUR (4) factors that should be considered in determining which entity is the acquirer. (5 marks)

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CR – Mar 2024 – Q4b – Business combinations and consolidation

Identify factors to consider when determining if reacquired rights constitute identifiable intangible assets in a business combination.

An acquirer may reacquire a right that it had previously granted to the acquiree to use one or more of the acquirer’s recognised or unrecognised assets. Examples of such rights include a right to use the acquirer’s trade name under a franchise agreement or a right to use the acquirer’s technology under a technology licensing agreement. Such reacquired rights generally are identifiable intangible assets that the acquirer separately recognises from goodwill.

Required: Identify FOUR (4) factors that should be considered in deciding on whether reacquired rights constitute an identifiable intangible asset.

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CR – July 2024 – L3 – Q4b – Business combinations and consolidation

Explanation on how an acquirer can obtain control of an acquiree without transferring consideration.

An acquirer may obtain control of an acquiree without transferring consideration. In such cases, IFRS 3 requires an acquirer to be identified, and the acquisition method to be applied.

Required:
Briefly explain how this situation may come about and highlight the appropriate consolidation treatment required.

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CR – July 2023 – L3 – Q1 – Consolidated Financial Statements

Prepare the consolidated statement of financial position for Banky Ltd as of February 28, 2023.

The following Statements of Financial Position relate to Banky Ltd (Banky), Zinko Ltd (Zinko), and Tooli Ltd (Tooli):

Statements of Financial Position as at 28 February 2023 Banky Zinko Tooli
Assets GH¢ million GH¢ million GH¢ million
Non-current assets 1,500 1,040 960
Deferred tax 80
Current assets 1,188 584 600
Total assets 2,688 1,704 1,560
Equity and liabilities Banky Zinko Tooli
Equity
Equity shares of GH¢5 each 600 500 500
Other reserves 150 90 60
Retained earnings 976 390 355
Total equity 1,726 980 915
Current liabilities 962 724 645
Total equity and liabilities 2,688 1,704 1,560

Additional Information: i) On 1 March 2022, Banky purchased 80 million equity shares in Zinko through a share exchange of three shares in Banky for every two shares in Zinko. The fair values of each share of Banky and Zinko were GH¢7 and GH¢10.5 respectively at acquisition date. Shares issued by Banky have not yet been recorded in the books.

ii) On acquisition date, Zinko’s retained earnings and other reserves were GH¢230 million and GH¢60 million respectively. Fair value of Zinko’s identifiable net assets was equal to their carrying value except that Zinko had a disclosed contingent liability with a fair value of GH¢8 million at acquisition. Provision in respect of this contingent liability has been recognised by Zinko at GH¢7.2 million as at 28 February 2023.

iii) On the same date Zinko was acquired, Zinko also purchased 60% equity holding in Tooli. The purchase and sale agreement for this transaction provided that Zinko would pay cash amount of GH¢500 million (excluding GH¢2 million consultancy costs which Zinko settled immediately and charged against its other comprehensive income) to the former shareholders of Tooli in two years’ time on condition that Zinko’s sales growth exceeds 20% per annum. The fair value of this consideration was estimated at GH¢450 million at acquisition and GH¢438 million at 28 February 2023. Zinko has not yet recorded this transaction. Both values were deemed as final on the two given dates.

iv) However, the professional valuation of Tooli’s identifiable net assets was not finalised at acquisition so a provisional fair valuation of GH¢845 million for the net assets was applied to arrive at the purchase consideration. The final valuation report which was released on 31 January 2023 showed a revised fair value of GH¢860 million for Tooli’s identifiable net assets. Any fair value adjustment was due to an item of plant whose remaining useful life was 5 years at acquisition. On this date, Tooli’s retained earnings and other reserves were GH¢275 million and GH¢55 million respectively.

v) Banky’s closing inventories include goods sold by Zinko at a margin of 20%. These items were invoiced at GH¢5 million but are currently included in Banky’s inventories at their net realisable value of GH¢4.2 million.

vi) The policy of the group is to measure non-controlling interests using their proportion of the fair value of identifiable net assets. An impairment review carried out revealed that goodwill in Zinko at this year-end had a “gross” recoverable amount of GH¢230 million.

vii) Ignore deferred tax adjustments unless otherwise indicated.

Required: Prepare the Consolidated Statement of Financial Position for Banky Ltd as at 28 February 2023.

(All figures should be approximated to the nearest GH¢0.1 million)

(Total: 20 marks)

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