Company Registration No. 14319526 (England and Wales)
BQ HOLDING LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
BQ HOLDING LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
BQ HOLDING LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
Notes
£
£
Fixed assets
Investments
3
102,102
Current assets
Debtors
5
7,327,694
Cash at bank and in hand
1,974
7,329,668
Creditors: amounts falling due within one year
6
(7,778,219)
Net current liabilities
(448,551)
Total assets less current liabilities
(346,449)
Capital and reserves
Called up share capital
7
1,365
Profit and loss reserves
(347,814)
Total equity
(346,449)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
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 members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 August 2024 and are signed on its behalf by:
J Hardy
Director
Company Registration No. 14319526
BQ HOLDING LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
BQ Holding Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Wlg03 Vox Studios, 1-45 Durham Street, London, United Kingdom, SE11 5JH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. The validity of this assumption is on the basis of that the company will continue to be supported by the directors and shareholders.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets, includes cash in hand and deposits held at call with banks.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
BQ HOLDING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.7
Taxation
The tax expense represents the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
There were no employees during the period.
3
Fixed asset investments
2023
£
Shares in group undertakings and participating interests
102,102
BQ HOLDING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
3
Fixed asset investments
(Continued)
- 4 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 26 August 2022
-
Additions
102,102
At 31 December 2023
102,102
Carrying amount
At 31 December 2023
102,102
4
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Bioniq Health-Tech Solutions Limited
Acre House, 11-15 William Road, London, United Kingdom, NW1 3ER
Supply of bespoke nutritional supplements
Ordinary shares
100.00
-
Bioniq Tech S.à r.l.
20 Route d Echternach, L-1453 Luxembourg
Acquire, share, assign, license and sublicense of intellectual property rights
Ordinary Shares
Ordinary shares
100.00
-
LOEWI GmbH
Kemperplatz 1, 10785 Berlin, Germany
Development and operation of a health platform
Ordinary Shares
Ordinary shares
100.00
-
etone Motion Analysis GmbH
Kemperplatz 1, 10785 Berlin, Germany
Development, licensing and dsitribution of software for health improvement
Ordinary Shares
Ordinary shares
100.00
-
VAHA Technologies LTD
Wlg03 Vox Studios, 1-45 Durham Street, London, United
Kingdom, SE11 5JH
Activities of sport club and fitness facilities
Ordinary shares
-
100.00
5
Debtors
2023
Amounts falling due within one year:
£
Amounts owed by group undertakings
4,282,578
Other debtors
3,045,116
7,327,694
BQ HOLDING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
6
Creditors: amounts falling due within one year
2023
£
Convertible loans
4,692,949
Amounts owed to group undertakings
2,873,337
Corporation tax
308
Accruals and deferred income
211,625
7,778,219
7
Called up share capital
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary shares of €0.1p each
741,129
636
B Ordinary shares of €0.1p each
258,871
222
C Ordinary shares of €0.1p each
590,732
507
1,590,732
1,365
On 26 August 2022, the company issued 1 ordinary share with a nominal value of £1 per share.
On 28 October 2022, the company issued a further 866 ordinary shares at par, and on the same day the company consolidated the 867 shares into 1 ordinary share with a nominal value of £867 per share.
The company redenominated the 1 ordinary share of £867 into 1 ordinary share of €1,000 on 28 October 2022, and on the same day the company sub divided the 1 ordinary share of €1,000 into 1,000,000 ordinary shares of €0.001
On 25 January 2023, the company redesignated the class of 1,000,000 ordinary shares into 741,129 A ordinary shares with a value of €0.001 per share and 258,871 B ordinary shares with a value of €0.001 per share.
Further, the company issued 590,732 C ordinary shares of €0.001 each on 25 January 2023.
These shares carry rights to certain assets upon a distribution, return of capital, winding-up or otherwise, as set out in the company's articles of association.