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Sample Company Limited

Report and Financial Statements

Year Ended

31 December 2021

Company Number 01234567

Sample Company Limited

Report and financial statements

for the year ended 31 December 2021

Contents

Directors

J Bloggs

J Doe

Secretary and registered office

J Bloggs , Enterprise House , 1 High St , Sometown , England, ST1 0AA

Company number

01234567

Auditor

BigCo LLP, 1 Main Street, London, SW1A 1AA

Sample Company Limited

Directors' report

for the year ended 31 December 2021

The directors present their report and the audited financial statements of the company for the year ended 31 December 2021.

Principal activity

The principal activity of the company is research and development on behalf of group undertakings.

Directors

The directors of the company who held office during the year and up to the date of signing the financial statements were as follows:

J Bloggs

J Doe

In accordance with the articles of association, no directors retire by rotation.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Going concern

The going concern assessment has been carried out on the cash flows of Big Group Inc group, which the company is a member of. The cash is managed by a centralised treasury function who ensure all parts of the UK Group have sufficient cash to meet their immediate needs. As part of the arrangement, the Group has issued a letter of support for a period of at least twelve months from the date of approval of these financial statements to the company which includes both making funds available where required and not to seek repayment of amounts due at the balance sheet date if this would be detrimental to the company.

However, the company's parent company, Big Group Inc has highlighted the global economic outlook could have a potentially adverse impact on Big Group Inc and fellow subsidiaries ("the Group"), including the Group's operating results, liquidity, financial condition and ability to service existing debt and associated covenants.

The company's assets are offered as security to the Group's borrowing facilities and the company's ability to continue as a going concern is dependent upon the continued operations of the Group, and its ability to meet its financial requirements including debt covenants and successfully carry out its future operations. If this were not the case then the Group financing could be recalled and assets of the company utilised to repay the Group facility. Further, the Group is financed by a series of long-term loans due for maturity in 2023; refinancing negotiations with lenders are ongoing. The reliance on the ability and intent of the Group to provide future financial support which is not guaranteed and to comply with its debt covenants, indicates the existence of a material uncertainty which may cast significant doubt on the ability of the company to continue as a going concern and therefore the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.

Despite the existence of this material uncertainty, the directors believe that with the support provided by Big Group Inc, the cost savings enacted and future forecasted results, the company has adequate resources to continue in operational existence for the foreseeable future based on cash flow projections. For these reasons, they continue to adopt the going concern basis in preparing the annual report and financial statements.

Sample Company Limited

Directors' report

for the year ended 31 December 2021 (continued)

Auditors

All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The directors are not aware of any relevant audit information of which the auditors are unaware.

BigCo LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the annual general meeting.

The report was approved by the board on 24 March 2023 and is signed on its behalf

J Bloggs

Director

Sample Company Limited

Directors' responsibilities statement

for the year ended 31 December 2021

Sample Company Limited

Independent auditor's report to the members of Sample Company Limited

for the year ended 31 December 2021

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SCAN COIN TECHNOLOGY LIMITED

Opinion on the financial statements

We have audited the financial statements of Sample Company Limited ("the Company") for the year ended 31 December 2021 which comprise the profit and loss account, the balance sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

Conclusions related to going concern

Sample Company Limited

Independent auditor's report to the members of Sample Company Limited

for the year ended 31 December 2021 (continued)

Other information

Other Companies Act 2006 reporting

Responsibilities of Directors

Sample Company Limited

Independent auditor's report to the members of Sample Company Limited

for the year ended 31 December 2021 (continued)

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Sample Company Limited

Independent auditor's report to the members of Sample Company Limited

for the year ended 31 December 2021 (continued)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Max Headroom (Senior Statutory Auditor)

For and on behalf of BigCo LLP , statutory auditor

Manchester

Date: 24 March 2023

BigCo LLP is a limited liability partnership registered in England and Wales (with registered number OC123456).

Sample Company Limited

Profit and loss account

for the year ended 31 December 2021

There are no recognised gains and losses for the financial year other than those included above. Accordingly, no separate statement of comprehensive income is presented.

The notes on pages 10 to 15 form part of these financial statements.

Sample Company Limited

Balance sheet

at 31 December 2021

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements on pages 8 to 15 were approved by the board of directors on 24 March 2023 and were signed on its behalf by:

J Bloggs

Director

The notes on pages 10 to 15 form part of these financial statements.

Sample Company Limited

Notes forming part of the financial statements

for the year ended 31 December 2021

The company is a private company limited by shares and is incorporated and domiciled in England and Wales under the Companies Act 2006. The address of the registered office is shown on the company information page. The nature of the company's operations and its principal activities are outlined in the directors' report.

2.1 Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied

2.2 Going concern

Sample Company Limited

Notes forming part of the financial statements

for the year ended 31 December 2021 (continued)

2.3 Turnover

The principal activity of the company is research and development activities on behalf of group undertakings. Fees for support charges to fellow group undertakings are recognised as turnover.

2.4 Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation.

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset evenly over its expected useful life , as follows:

2.5 Current taxation

2.6 Deferred taxation

2.7 Financial Instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 Section 1A in respect of financial instruments.

2.7.1 Financial assets

Basic financial assets, including other debtors and cash and bank balances, are recognised at transaction price.   Financial assets are derecognised when the contractual rights to the cash flows from the asset expire .

2.7.2 Financial liabilities

Basic financial liabilities, including other creditors and preference shares, are recognised at transaction price.   Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

2.7.3 Offsetting

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Sample Company Limited

Notes forming part of the financial statements

for the year ended 31 December 2021 (continued)

2.8 Foreign currencies

Assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.9 Leasing and hire purchase commitments

2.10 Pension costs

The company contributes to individuals' pension plans which are defined contribution in nature. Pension costs are charged against profits as they arise.

2.11 Government Grants

Payments received from the government for furloughed employees are a form of grant. This grant money is receivable as compensation for expenses already incurred, and where this is not in respect of future related costs, is recognised in income in the period in which it becomes receivable and the related expense is incurred.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

3.1 Critical accounting estimates and assumptions

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 addressed below.

3.2 Critical accounting estimates and assumptions

a) Useful economic lives of tangible fixed assets

The annual depreciation charge for the tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 6 for the carrying amount of the property, plant and equipment and note 2.4 for the useful economic lives for each class of assets.

Sample Company Limited

Notes forming part of the financial statements

for the year ended 31 December 2021 (continued)

Fees payable to the Company's auditor for the audit of the Company's annual accounts was £10,500 (2020 - £8,500) which is paid by a fellow group undertaking where no such recharge is made.

Other income is made up of furlough income of £Nil (2020: £ 40,049 ).

The average monthly number of persons employed by the company (including directors) during the year, analysed by category, was as follows:

The emoluments of the directors are paid by a fellow group undertaking, which makes no recharge to the Company. They are directors of a number of fellow subsidiaries and it is not possible to make an accurate apportionment of their emoluments in respect of each of the subsidiaries.

The net book value of assets held under hire purchase amounts to £ 13,837  (2020 - £ 16,912 ).

Sample Company Limited

Notes forming part of the financial statements

for the year ended 31 December 2021 (continued)

Amounts due from group undertakings consists of £ 2,880,912  (2020 - £ 2,295,204 ) which bears no interest charges. All amounts are unsecured and repayable on demand.

An analysis of deferred tax assets are as follows:

Deferred tax assets relating to deductible temporary differences are recognised if it is probable that they can be offset against future taxable profits or existing temporary differences. On the basis of the approved business plans, it is considered probable that the temporary differences can be offset against future taxable profits.

Sample Company Limited

Notes forming part of the financial statements

for the year ended 31 December 2021 (continued)

There are no rights, preferences or restrictions attached to the ordinary shares shown above.

At the balance sheet date, the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases for each of the following periods:

A renewal lease was signed on 30th March 2022 for 3 years under the existing terms with a total commitment for future minimum lease payments under the non-cancellable operating lease of £105,000.

The company operates a  defined contribution pension scheme . The pension cost charge for the year represents contributions payable by the company to the fund and amounted to £ 11,548  (2020 - £ 11,030 ). Contributions amounting to £Nil (2020 - £Nil) were payable to the fund at period end and are included in creditors.

The company has taken advantage of the exemption conferred by section 33.1A of FRS102 not to disclose transactions with Big Group Inc or other wholly owned subsidiaries within the group as consolidated accounts, including the subsidiary undertakings, are publicly available.

The total remuneration paid to directors for services to the company was £Nil (2020 - £Nil).

The company's immediate parent is Big Group International (UK) Limited , a company incorporated in UK. The ultimate parent and controlling party is Big Group Inc , a company incorporated in USA with registered office address of Chicago, IL 60056 USA .

Big Group Inc is the largest and smallest group of undertakings to consolidate these financial statements.