On 1 January 2022, H Limited acquired 80% of the 4 million, Sh.10 ordinary shares of S Limited issued at par
value.
The acquisition consideration comprised of three new ordinary shares issued by H Limited in exchange for every
five shares acquired in S Limited.
Additionally, H Limited will pay further consideration on 31 December 2022 of Sh.11 per share acquired. H
Limited’s cost of capital is 10% per annum and the discount factor at 10% for one year is 0.9091.
At the date of acquisition, the fair values of ordinary shares in H Limited and S Limited were Sh.15 and Sh.12
respectively.
The following statements of profit or loss for the year ended 30 September 2022, relate to the two companies:
| H Limited | S Limited |
| Sh.“000” | Sh.“000” |
| Revenue | 546,000 | 420,000 |
| Cost of sales | (378,000) | (300,000) |
| Gross profit | 168,000 | 120,000 |
| Distribution costs | (36,000) | (24,000) |
| Administrative expenses | (42,000) | (28,000) |
| Profit from operations | 98,000 | 68,000 |
| Investment income | 6,000 | - |
| Finance costs | (4,000) | (2,000) |
| Profit before tax | 92,000 | 66,000 |
| Income tax expense | (30,000) | (24,000) |
| Profit for the year | 62,000 | 42,000 |
Additional information:
- At the date of acquisition, the fair value of S Limited’s net assets approximated their carrying values with
the exception of an item of plant and equipment which had a fair value of Sh.24 million above its carrying
amount. The remaining economic useful life of the plant and equipment at the date of acquisition was six
years. Depreciation is charged to cost of sales.
- Sales from S Limited to H Limited in the post-acquisition period amounted to Sh.30 million. S Limited
reported a gross profit margin of 25% on these sales. H Limited’s inventory includes one fifth (⅕) of these
goods as at 30 September 2022.
- H Limited’s policy is to value the non-controlling interests at fair value at the date of acquisition. For this
purpose, S Limited’s share price at acquisition date can be deemed to be representative of the fair value of
the shares held by the non-controlling interest.
- H Limited’s investment income is dividend received from its investment in a 40% owned associate which it
has held for several years. The associate reported a profit after tax of Sh.30 million for the year ended
30 September 2022.
- As at 30 September 2022, no impairment of goodwill was considered necessary.
- Assume that profits and losses accrued evenly throughout the year.
- As at 1 October 2021, the retained earnings of S Limited were Sh.16 million.
Required:
(i) Calculate the goodwill arising on the acquisition of S Limited.
(ii) Consolidated statement of profit or loss for H Group for the year ended 30 September 2022.
Note: All workings should be done to the nearest Sh.“000”.
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