ComQi Holdings Ltd - Period Ending 2022-12-31
ComQi Holdings Ltd - Period Ending 2022-12-31
Registration number:
ComQi Holdings Ltd
for the Year Ended 31 December 2022
ComQi Holdings Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
ComQi Holdings Ltd
Company Information
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Directors |
M Liu L W Nip P Yang |
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Registered office |
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Auditors |
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ComQi Holdings Ltd
Strategic Report for the Year Ended 31 December 2022
The directors present their strategic report for the year ended 31 December 2022.
Principal activity
The principal activity of the company is to hold investments in group companies.
Fair review of the business
There have been no significant changes to the US and Canadian ComQi sub-group during the year. The trade of the UK subsidiary was transferred during the previous year and that UK subsidiary was dissolved on 7 February 2023. The Directors expect the position of the company to be maintained for the foreseeable future.
Principal risks and uncertainties
Our principal risks and uncertainties which affect our business and financial performance are regularly reviewed. The most significant risks identified are as followed:
Technology changes
We operate in markets which are dependent on Information Technology (IT) systems and technological change. We mitigate these risks by establishing strong IT policies and operational controls, and employing technicians to manage new software developments.
Economic uncertainties
Global economic conditions may adversely impact on our financial performance. Financial risks are addressed in the directors' report.
Brand/reputation perception
Our business is reliant on our brand. We mitigate this risk through the development of comprehensive processes to enable our business to effectively manage relationships with our markets, customers, suppliers and employees. By introducing a new brand for our products and services we will be better able to distance ourselves from any issues that affect product manufacturers.
Approved and authorised by the
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ComQi Holdings Ltd
Directors' Report for the Year Ended 31 December 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The business' principal financial instruments comprise bank balances, debtors and creditors. The main purpose of these instruments is to finance the business' operations.
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility.
Debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented in the balance sheet are net of allowances for doubtful debtors.
Creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Disclosure of information to the auditors
Each director has taken 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. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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ComQi Holdings Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the 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 these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 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. 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.
ComQi Holdings Ltd
Independent Auditor's Report to the Members of ComQi Holdings Ltd
Opinion
We have audited the financial statements of ComQi Holdings Ltd (the 'company') for the year ended 31 December 2022, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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 original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion 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 such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in 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 in this regard.
ComQi Holdings Ltd
Independent Auditor's Report to the Members of ComQi Holdings Ltd
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 4], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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.
Auditor 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud:
• Evaluation of the effectiveness of managements controls designed to prevent and detect irregularities; and
• Identifying and testing significant manual journal entries and reviewing assumptions and judgements made by management in making significant accounting estimates.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
ComQi Holdings Ltd
Independent Auditor's Report to the Members of ComQi Holdings Ltd
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.
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For and on behalf of
Woodgate Studios
2-8 Games Road
Hertfordshire
EN4 9HN
ComQi Holdings Ltd
Profit and Loss Account for the Year Ended 31 December 2022
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Note |
2022 |
2021 |
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Turnover |
- |
- |
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Gross profit/(loss) |
- |
- |
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Administrative expenses |
( |
( |
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Operating loss |
(6,931) |
(6,911) |
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Investments provision - exceptional item |
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Profit before tax |
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Profit for the financial year |
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The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
ComQi Holdings Ltd
Statement of Comprehensive Income for the Year Ended 31 December 2022
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2022 |
2021 |
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Profit for the year |
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Total comprehensive income for the year |
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ComQi Holdings Ltd
(Registration number: 06129842)
Balance Sheet as at 31 December 2022
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Note |
2022 |
2021 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets/(liabilities) |
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( |
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Net assets |
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Capital and reserves |
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Called up share capital |
6,366,998 |
6,366,998 |
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Share premium reserve |
21,280,714 |
21,280,714 |
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Retained earnings |
(6,837,187) |
(6,988,990) |
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Shareholders' funds |
20,810,525 |
20,658,722 |
Approved and authorised by the
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ComQi Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 December 2022
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Share capital |
Share premium |
Profit and loss account |
Total |
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At 1 January 2022 |
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( |
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Profit for the year |
- |
- |
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Total comprehensive income |
- |
- |
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At 31 December 2022 |
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( |
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Share capital |
Share premium |
Profit and loss account |
Total |
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At 1 January 2021 |
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( |
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Profit for the year |
- |
- |
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Total comprehensive income |
- |
- |
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At 31 December 2021 |
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( |
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ComQi Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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General information |
The company is a private company limited by share capital, incorporated in England.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
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.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The accounts are prepared in the company's functional currency of British Pounds (£) and rounded to the nearest £1.
Group accounts not prepared
Going concern
The financial statements have been prepared on a going concern basis. The Covid-19 pandemic created significant uncertainty for the UK and international economies. The Directors are constantly assessing the ongoing situation and the likely impact on the Company. The pandemic has not had a significant effect on the business so far and the Company continues to perform well, have a strong balance sheet and working capital and expect this to continue for the foreseeable future.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
ComQi Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant and machinery |
Straight line over 3 years and over 5 years |
Intangible asset - Intellectual Property Rights
Intellectual Property Rights are measured at cost less any accumulated amortisation and any accumulated impairment losses. Intellectual Property Rights are being amortised evenly over their estimated useful life.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Debtors with no stated interest rate and receivable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
ComQi Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
Trade creditors
Creditors with no stated interest rate and payables within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
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Exceptional items |
The company made an impairment gain on its investments of £158,734 (2021 - gain £89,825).
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Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
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2022 |
2021 |
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Administration and support |
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Auditors' remuneration |
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2022 |
2021 |
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Audit of the financial statements |
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Investments |
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2022 |
2021 |
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Investments in subsidiaries |
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ComQi Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 January 2022 |
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Provision |
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At 1 January 2022 |
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Provision |
( |
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At 31 December 2022 |
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Carrying amount |
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At 31 December 2022 |
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At 31 December 2021 |
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Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Country of incorporation |
Proportion of voting rights and shares held |
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2022 |
2021 |
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Subsidiary undertakings |
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England |
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USA |
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Canada |
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The principal activity of all the subsidiaries is that of digital signage technology, media and services. All subsidiaries have a year end of 31 December. Comqi UK Limited was dissolved on 7 February 2023.
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Debtors |
At 31 December 2022 there was an unprovided deferred tax asset of £1,263,817 (2021 - £959,184).
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Current |
2022 |
2021 |
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Other debtors |
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Cash and cash equivalents |
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2022 |
2021 |
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Cash at bank |
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ComQi Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2022
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Creditors |
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Note |
2022 |
2021 |
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Due within one year |
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Amounts due to related parties |
- |
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Accruals |
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Share capital |
Allotted and called up shares
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2022 |
2021 |
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No. |
£ |
No. |
£ |
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6,366,998 |
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6,366,998 |
At 31 December 2022 the shares allotted included 970,200 share of £0.01 unpaid shares (2021 - 970,200).
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Related party transactions |
Summary of transactions with parent
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Parent and ultimate parent undertaking |
The company's immediate parent is
These consolidated financial statements are available from www.auo.com
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Non adjusting events after the financial period |
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