HighQ Solutions Limited - Period Ending 2021-12-31
HighQ Solutions Limited - Period Ending 2021-12-31
Registration number:
for the Year Ended 31 December 2021
HighQ Solutions Limited
Contents
Page(s)
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Strategic Report |
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|
Directors' Report |
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|
Independent Auditors' Report to the Members of HighQ Solutions Limited |
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Profit and Loss Account |
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|
Balance Sheet |
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|
Statement of Changes in Equity |
|
|
Notes to the Financial Statements |
HighQ Solutions Limited
Strategic Report for the Year Ended 31 December 2021
The Directors present their Strategic Report for the year ended 31 December 2021.
Definitions
As used in this annual report, “the Group” and “Thomson Reuters” refer to the Thomson Reuters Corporation and its subsidiary undertakings, including joint ventures and associates. “The Company” refers to HighQ Solutions Limited.
Fair review of the business
The Company sold its business to its fellow group undertaking in the previous year. The Company has ceased to trade.
The profit for the financial year amounted to £31,000 (2020: £344,861,000).
An impairment review was carried out in the last year for those investments that were considered to have a potential trigger. The Directors have assessed the recoverable amount of these investments, having taken into consideration a range of assumptions and has resulted in the Directors concluding that the carrying value of the investments is supported.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the risks of the Group and are not managed separately. Accordingly, the risks and uncertainties of Thomson Reuters Corporation, which include those of the Company, are discussed in Thomson Reuters Corporation’s annual report which does not form part of this report.
As an investment company, the principal risks and uncertainties are limited to its investment portfolio and debtor balances and any impairment to these investments and debtor balances. The Company has embarked on a program to strike off its dormant subsidiaries. The Company may be required to take future impairment charges that would reduce the reported assets and earnings as a result of realising the underlying assets.
HighQ Solutions Limited
Strategic Report for the Year Ended 31 December 2021 (continued)
The Company may be adversely effected by uncertainty, downturns and changes arise as a result of conditions in global financial markets, changes in macroeconomic factors, changes in laws and regulations, political conditions and election outcomes, political and social unrest, wars and conflicts, terrorist acts, cyber-attacks, economic and regulatory sanctions, natural disasters and public health crises (such as epidemics and pandemics, including COVID-19) and other factors over which we have no control. The COVID-19 pandemic has, and may continue to, adversely affect the markets we serve and may continue to impact our business, financial condition and results of operations. The COVID-19 pandemic and related containment measures have caused substantial disruption, volatility and uncertainty to the global economy. We are unable to predict the extent and duration of any such disruption, volatility and uncertainty, any resurgences/new strains, actions that may be taken by governmental authorities, businesses and individuals in response to the pandemic, and the effect on our customers. While we have implemented measures and plans designed to mitigate the effects of COVID-19, our efforts may prove to be inadequate. COVID-19 has caused us to modify several of our business practices and operations and we may take further actions as may be required by government authorities or that we believe are in the best interests of our employees, customers, partners, suppliers and other stakeholders. An extended closure of any facilities performing critical operations could in the future disrupt our ability to provide our services and solutions. Illness and workforce disruptions could also lead to the unavailability of senior management or other key personnel and adversely impact our ability to perform critical functions. We cannot provide any assurance that our measures will be sufficient to mitigate the risks posed by COVID-19.
Given the nature of the business, the Company's Directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.
Status of Brexit & potential impact
On 23 June 2016, the UK voted to leave the European Union (“the EU”) and on 23 March 2017, the UK invoked Article 50(2) of the Treaty and notified the European Council of their intention. The period for negotiation stated in Article 50 is two years from notification, unless an extension is agreed. The British government formally announced the country’s withdrawal in March 2017, beginning the process of leaving the EU. The withdrawal was delayed by deadlock in the British parliament. Following a general election, parliament ratified the withdrawal agreement, and the UK left the EU on 31 January 2020. The transition period ended on 31 December 2020. From 1 January 2021 the free movement of people and goods and services between the UK and the EU ended. Brexit has resulted in some additional compliance requirements in respect of VAT collection and reporting for the UK entities supplying services into the EU. Goods movements have incurred delays and additional costs.
HighQ Solutions Limited
Strategic Report for the Year Ended 31 December 2021 (continued)
Financial risk management
As outlined in the principal risks and uncertainties section above, the Company's main risk is related to the potential impairment of the Company's investments and any associated debtor balances This risk is managed by the Directors through annual recoverability assessments and monitoring of the performance of the group undertakings in which the Company's debtors balances are held.
The management of other financial risks is co-ordinated with those undertaken at the Group level by Thomson Reuters Corporation. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's and the Group's financial performance. More details of the Group's risk management programme can be found in the Thomson Reuters Corporation 2021 Annual Report.
Approved by the Board on 19 December 2022 and signed on its behalf by:
.........................................
K. Major
Director
HighQ Solutions Limited
Directors' Report for the Year Ended 31 December 2021
The Directors present their report and the audited financial statements financial statements for the year ended 31 December 2021.
Directors' of the Company
The Directors, who held office during the year, were as follows:
Charitable donations
During the year the Company made charitable donations of £Nil.(2020:£Nil)
Employment Policies
The Company did not have any employees at any time during the year (2020: nil).
Future developments
The Directors do not envisage any changes to the nature of the business in the foreseeable future.
Financial risk management
The financial risks of the Company and how they are managed by the Directors have been outlined on page 2 of the Strategic Report.
HighQ Solutions Limited
Directors' Report for the Year Ended 31 December 2021 (continued)
Statement of Directors' Responsibilities
The directors are responsible for preparing the annual report and financial statements and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).
Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:
• | select suitable accounting policies and then apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The directors are responsible for 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 also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Disclosure of information to the auditors
In the case of each Director in office at the date the Directors’ report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
Approved by the Board on
.........................................
Director
HighQ Solutions Limited
Independent Auditor's Report to the Members of HighQ Solutions Limited
Report on the audit of the financial statements
Opinion
In our opinion, HighQ Solutions Limited's financial statements:
• | give a true and fair view of the state of the Company's affairs as at 31 December 2021 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
We have audited the financial statements, included within the Annual Report, which comprise: the Balance Sheet as at 31 December 2021; the Profit and Loss Account and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusion relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
HighQ Solutions Limited
Independent Auditor's Report to the Members of HighQ Solutions Limited (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 December 2021 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors' ResponsibilitiesStatement of Directors' Responsibilities the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
HighQ Solutions Limited
Independent Auditor's Report to the Members of HighQ Solutions Limited (continued)
Auditors’ 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 auditors’ 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manage the Company's financial performance and management bias in accounting estimates within the financial statements. Audit procedures performed by the engagement team included:
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• |
Holding discussions with management and internal legal counsel and reviewing board minutes, including consideration of potential instances of non-compliance with laws and regulation and fraud; |
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• |
Challenging assumptions and judgements made by management related to accounting estimates; and |
|
• |
Testing a sample of journal entries based on specific risk criteria. |
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of our report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
HighQ Solutions Limited
Independent Auditor's Report to the Members of HighQ Solutions Limited (continued)
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• | we have not obtained all the information and explanations we require for our audit; or |
• | adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | certain disclosures of directors’ remuneration specified by law are not made; or |
• | the financial statements are not in agreement with the accounting records and returns |
We have no exceptions to report arising from this responsibility.
......................................
for and on behalf of
Chartered Accountants and Statutory Auditors
London
HighQ Solutions Limited
Profit and Loss Account for the Year Ended 31 December 2021
|
Note |
2021 |
2020 |
|
|
Turnover |
- |
|
|
|
Cost of sales |
- |
( |
|
|
Gross profit |
- |
|
|
|
Administrative expenses |
- |
( |
|
|
Other operating income |
|
- |
|
|
Operating profit |
|
|
|
|
Interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
- |
( |
|
|
Gain on disposal of business |
- |
273,562 |
|
|
Gain on sale of shares in subsidiaries |
- |
56,430 |
|
|
Exceptional Gains |
- |
17,451 |
|
|
7 |
347,564 |
||
|
Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the financial year |
|
|
The above results were derived from continuing operations. The Company has no other comprehensive income during the year other than results above, so no separate statement of comprehensive income is presented.
HighQ Solutions Limited
(Registration number: 04191903)
Balance Sheet as at 31 December 2021
|
Note |
2021 |
2020 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors: amounts falling due within one year |
|
|
|
|
Tax receivable |
25 |
- |
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Other reserves |
1,456 |
1,456 |
|
|
Profit and loss account |
|
|
|
|
Total Shareholders' funds |
|
|
The financial statements on pages 10 to 23 were approved by the
|
......................................... |
HighQ Solutions Limited
Statement of Changes in Equity for the Year Ended 31 December 2021
|
Called up share capital |
Other reserves |
Profit and loss account |
Total Shareholders' funds |
|
|
At 1 January 2021 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
At 31 December 2021 |
|
|
|
|
|
Called up share capital |
Other reserves |
Profit and loss account |
Total Shareholders' funds |
|
|
At 1 January 2020 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 31 December 2020 |
14 |
1,456 |
30,369 |
31,839 |
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
|
General information |
The Company is a private company limited by share capital, incorporated in United Kingdom and domiciled in England.
The address of its registered office is:
United Kingdom
The Company sold its business to its fellow group undertaking in the previous year. The Company has ceased to trade in the current year.
All amounts in the financial statements and notes have been rounded off to the nearest thousand GBP (£) as the majority of the Company's transactions are undertaken in GBP (£).
|
Accounting policies |
Basis of preparation
These financial statements are prepared in accordance with the Financial Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the UK (UK-adopted international
accounting standards), but makes amendments where necessary in order to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.
On 31 December 2020, EU-adopted IFRS was brought into UK law and became UK-adopted international accounting standards, with future changes to IFRS being subject to endorsement by the UK Endorsement Board. In preparing these financial statements in accordance with FRS 101, the Company Financial Statements transitioned to UK-adopted international accounting standards (as described above) on 1 January 2021. There is no impact on recognition, measurement or disclosure in the period reported as a result of this change.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
2 |
Accounting policies (continued) |
Summary of disclosure exemptions
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
|
• |
a Cash Flow Statement and related notes; |
|
• |
Comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment properties; |
|
• |
Disclosures in respect of transactions with wholly owned subsidiaries; |
|
• |
Disclosures in respect of capital management; |
|
• |
The effects of new but not yet effective IFRSs; |
|
• |
Disclosures in respect of the compensation of Key Management Personnel. |
|
• |
An additional Statement of Financial Position for the beginning of the earliest comparative period followingthe retrospective change in accounting policy; and |
The consolidated financial statements of Thomson Reuters include the equivalent disclosures. The Company has also taken the exemptions under FRS 101 available in respect of the following disclosures;
|
• |
IFRS 2 Share Based Payments in respect of group settled share based payments; |
|
• |
Certain disclosures required by IAS 36 Impairment of assets in respect of the impairment of goodwill and indefinite life intangible assets; |
|
• |
Disclosures required by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations in respect of the cash flows of discontinued operations; |
|
• |
Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures. |
|
• |
Certain disclosures required by IFRS 3 Business Combinations in respect of business combinations undertaken by the Company in the current and prior periods including the comparative period reconciliation for goodwill; and |
The disclosures required by IFRS 7 and IFRS 13 regarding financial instrument disclosures have not been provided apart from those which are relevant for the financial instruments which are held at fair value and are not either held as part of trading portfolio or derivatives.
Exemption from preparing group financial statements
The financial statements contain information about HighQ Solutions Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of the exemption under Section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of Thomson Reuters Corporation ("Thomson Reuters"). The consolidated financial statements of Thomson Reuters are prepared in accordance with International Financial Reporting Standards. Thomson Reuters Corporation is incorporated under the laws of the Province of Ontario, Canada.
Copies of Thomson Reuters' annual reports are available to the public at www.thomsonreuters.com and may be obtained from Five Canada Square, Canary Wharf, London, E14 5AQ, United Kingdom.
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
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2 |
Accounting policies (continued) |
Measurement convention
The financial statements are prepared on a going concern basis, under the historical cost basis except that the following assets and liabilities are stated at their fair value: defined benefit pension plans - plan assets measured at fair value. Non-current assets and disposal groups held for sale are stated at the lower of previous carrying amount and fair value less costs to sell.
Use of estimates
Management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. These estimates and assumptions are based on historical information and other factors subject to uncertainty, which management consider reasonable. The accounts affected by these are provisions, accruals, pensions, impairments, expected customer life for deferred commissions and deferred tax.
Revenue recognition
Revenue recognition follows the principles based five-step model under IFRS 15 which is to be applied to all contracts with customers. The five steps are:
1. Identify the contract
2. Identify performance obligations
3. Determine the transaction price
4. Allocate the transaction price
5. Recognise revenue
Revenue is mainly derived from fees charged for IT software solutions and professional services. For software contracts, which are comprised of several components, the total contract sum is allocated to the separate performance obligations for the purpose of revenue recognition. Revenue recognition requires an agreement with the client, which creates enforceable rights and obligations between the parties, has commercial substance, and identifies payment terms. In addition, it must be probable that the consideration determined in the contract will be collected. Revenue is recognized when the client has obtained control of the license or service and has the ability to use and obtain substantially all the benefits from the license or service. For multi-element contracts, the basis for revenue recognition.is an assessment of the standalone selling prices for the identified performance obligations, including rebates; discounts, allowances, and inherent interest.
License fees
Fixed term license agreements and SaaS agreements give the right to use the software for a determined period of time, which can be extended at the end of the initial term. New license fees are comprised of income derived from new clients and additional license income originating from supplementary sales to existing clients.
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
2 |
Accounting policies (continued) |
The main possible performance obligation related to license agreements has been identified as the right to use the software. The right to use software license is considered a separate performance obligation when it satisfies the following conditions: can be delivered separately from other services, can be installed by a third party, can be used without upgrades, and is functional without upgrades or technical support. SaaS is provided on a hosted basis and recognised rateably over the agreed service term.
HighQ has assessed that the client obtains control of the license when a contract is agreed, the license is delivered, and the client has the right to use it. License revenue which is not hosted (term or perpetual licences) is therefore generally recognized at that point-in-time. When the contract contains functionality gaps or requires client acceptance of functionality, the revenue recognition will be deferred until the time of acceptance or delivery. Subscription-based license fees are discounted to net present value when the value of the financing element is deemed significant.
The Company applied the practical expedient in IFRS 15 to recognize the incremental cost of obtaining a contract as an expense when incurred, if the amortization period is one year or less.
Professional service fees
Professional service agreements can include multiple performance obligations. The main possible performance obligations are described below.
Implementation service relates to the implementation of new and existing contracts irrespective of the terms of the contract. Time and material implementation contracts are recognized based on work performed. Fixed fee agreements are recognized based on percentage of completion.
Client-driven development entails direct cooperation between HighQ's development team and the client towards a client defined goal. Such agreements are individually evaluated to determine if revenue is recognized at a point in time or over time.
The Company has assessed that the client obtains control of the license when a contract is agreed, the license is delivered, and the client has the right to use it. Revenue will therefore be recognized in the year of sale, provided that the contract does not have functionality gaps or unmet acceptance criteria and are discounted to net present value. For multi-element contracts, the basis for revenue recognition is an assessment of the standalone selling prices for the identified performance obligations, including rebates, discounts, allowances, and inherent interest.
Finance income and costs policy
Interest receivable and payable is recorded in the Income Statement as they accrue, using the effective interest method.
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
2 |
Accounting policies (continued) |
Foreign currency transactions and balances
Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on nonmonetary financial assets measure at fair value, such as equities classified as available for sale, are included in other comprehensive income.
Current and deferred taxes
The tax expense for the period comprises current and deferred tax. 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 shareholders’ funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders’ funds, respectively.
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. 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 tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Fixed asset investments
The Company holds investments in other companies. These are recognised as fixed asset investments and are stated at cost less any impairment.
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
2 |
Accounting policies (continued) |
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
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 an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Dividends
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.
|
Turnover |
The turnover and profit before taxation are attributable to the one principal activity of the Company.
An analysis of revenue by geographical market is given below:
|
2021 |
2020 |
|
|
United Kingdom |
- |
|
|
Other |
- |
|
|
- |
|
An analysis of revenue by activity is given below:
|
2021 |
2020 |
|
|
SaaS subscription licences |
- |
8,686 |
|
Services to group undertakings |
- |
1,759 |
|
Professional services |
- |
399 |
|
- |
10,844 |
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
Operating profit |
Arrived at after charging/(crediting)
|
Notes |
2021 |
2020 |
|
|
Depreciation expense on owned assets |
- |
|
|
|
Depreciation expense on right-of-use assets |
- |
339 |
|
|
Amortisation expense |
- |
|
|
|
Foreign exchange gains |
- |
( |
The auditors' remuneration (relating to audit services) is £10,883 (2020:£53,222) and is paid by a fellow group undertaking and is not recharged to the Company.
|
Staff costs |
The aggregate payroll costs (including Directors' remuneration) were as follows:
|
2021 |
2020 |
|
|
Wages and salaries |
- |
|
|
Social security costs |
- |
|
|
- |
|
All the employees of the Company were transferred to a fellow group undertaking, Thomson Reuters (Professional) Ltd UK in 2019 and the costs were then recharged back to HighQ Solutions Limited. Wages and salaries include £0 (2020: £3,490,000)
|
Directors' remuneration |
None of the Directors had any beneficial interest in the share capital of the Company or an interest in any transactions or arrangements with the Company which require disclosure. None of the Directors received any payment for their services as Directors of the Company (2020: £nil).
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
Tax on profit |
Tax charged in the profit and loss account
|
2021 |
2020 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
1,801 |
|
UK corporation tax adjustment to prior periods |
3 |
(36) |
|
3 |
1,765 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of temporary differences |
- |
|
|
Arising from changes in tax rates and laws |
- |
( |
|
Adjustments in respect of previous periods |
- |
( |
|
Total deferred taxation |
- |
|
|
Tax expense in the profit and loss account |
|
|
The tax on profit before tax for the year is - lower than the standard rate of corporation tax in the UK (2020 lower than the standard rate of corporation tax in the UK) of 19% (2020 - 19%).
The differences are reconciled below:
|
2021 |
2020 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Increase/(decrease) in current tax from adjustment for prior periods |
|
( |
|
Decrease from effect of different UK tax rates on some earnings |
- |
( |
|
Decrease from effect of income exempt from taxation |
( |
( |
|
Increase from effect of expenses not deductible in determining taxable profit |
- |
|
|
Decrease arising from group relief tax reconciliation |
( |
- |
|
Deferred tax credit from unrecognised tax loss or credit |
- |
( |
|
Total tax charge |
|
|
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
7 |
Tax on profit (continued) |
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
The standard rate of corporation tax in the UK is 19% with effect from 1 April 2017. A reduction in the rate to 17% from 1 April 2020 was enacted on 15 September 2016. However, subsequent to the 31 December 2019 balance sheet date, a proposal to keep the 19% rate for corporation tax was substantively enacted on 17 March 2020.
On 3 March 2021, it was announced that the UK corporation tax rate will remain at 19% until 2023, when the UK corporation tax rate will increase to 25% from 1 April 2023. This change has been substantively enacted on 24 May 2021.
Deferred tax
Deferred tax assets and liabilities
|
2021 |
2020 |
|
|
At start of period |
- |
1,505 |
|
Adjustments in respect of prior periods |
- |
1 |
|
Deferred tax charge to Income Statement for the period |
- |
(1,373) |
|
Movement arising from transfer of trade |
- |
(133) |
|
At the end of period |
- |
- |
|
Investments |
|
Subsidiaries |
£ 000 |
|
Cost |
|
|
At 1 January 2021 |
|
|
At 31 December 2021 |
|
|
Carrying amount |
|
|
At 31 December 2021 |
|
|
At 31 December 2020 |
|
An impairment review was carried out in the year for those investments that were considered to have a potential trigger. The Directors have assessed the recoverable amount of these investments, having taken into consideration a range of assumptions and has resulted in the Directors concluding that the carrying value of the investments is supported.
The Directors are of the opinion that the value of the Company's investments is not less than the value of which it is stated in the Balance Sheet as at 31 December 2021.
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
8 |
Investments (continued) |
Details of the subsidiaries as at 31 December 2021 are as follows:
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2020 |
|
|
|
Active |
Office No.13, B1, Galaxy Signature, Science City Road, Ahmedabad- 380060, Gujarat, India |
|
|
|
|
Debtors: amounts falling due within one year |
|
31 December |
31 December |
|
|
Amounts owed by group undertakings |
32,684 |
32,692 |
The amounts owed by Group undertakings are unsecured, have no fixed date for repayment and are non-interest bearing.
|
Creditors: amounts falling due within one year |
|
31 December |
31 December |
|
|
Amounts owed to Group undertakings |
1,140 |
1,140 |
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
HighQ Solutions Limited
Notes to the Financial Statements for the Year Ended 31 December 2021 (continued)
|
Called up share capital |
Allotted, called up and fully paid shares
|
31 December |
31 December |
|||
|
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
Ordinary Shares of £1 each |
14 |
14 |
14 |
14 |
|
Parent and ultimate parent undertaking |
The Company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is
Relationship between entity and parents
The parent of the largest group in which these financial statements are consolidated is
The address of Thomson Reuters Corporation is: