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Registration number: 06129842

ComQi Holdings Ltd

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

ComQi Holdings Ltd

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12 to 16

 

ComQi Holdings Ltd

Company Information

Directors

M Liu

L W Nip

Registered office

Suite 204
Stanmore BIC
Howard Road
Stanmore
London
HA71BT

Auditors

NA Associates LLP
Chartered Certified Accountants
Woodgate Studios
2-8 Games Road
Cockfosters
Hertfordshire
EN4 9HN

 

ComQi Holdings Ltd

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

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 in 2021 and that UK subsidiary was dissolved on 7 February 2023. Within the next 12 months, the Directors intend to transfer the subsidiaries and their trade into a fellow group company and then ultimately to wind up Comqi Holdings Limited.

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 Board on 25 November 2024 and signed on its behalf by:
 

.........................................
M Liu
Director

 

ComQi Holdings Ltd

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors of the company

The directors who held office during the year were as follows:

M Liu

L W Nip

P Yang (resigned 11 July 2024)

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.

Important adjusting events after the financial period

As part of a group restructuring, the Directors have taken the decision after the year end to transfer the subsidiaries to a fellow group company and then to wind up Comqi Holdings Limited. As the company is no longer a going concern, in accordance with Accounting Standards, some post balance sheet events have become adjusting post balance sheet events. These are described in note 2.

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 Board on 25 November 2024 and signed on its behalf by:
 

.........................................
M Liu
Director

 

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:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom Accounting Standards 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 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 2023, 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 2023 and of its loss 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.

Emphasis of matter

We draw attention to Note 2 to the financial statements which explains that, as part of a group restructuring, the Directors have taken the decision after the year end to transfer the subsidiaries to a fellow group company and then to wind up Comqi Holdings Limited. They therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 2. Our opinion is not modified in respect of this matter.

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.

Opinion on other matter prescribed by the Companies Act 2006

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 financial year for which the financial statements are prepared is consistent with the financial statements; and

 

ComQi Holdings Ltd

Independent Auditor's Report to the Members of ComQi Holdings Ltd

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.

......................................
Nicholas Antoniou (Senior Statutory Auditor)
For and on behalf of NA Associates LLP

Chartered Certified Accountants
and Statutory Auditors

Woodgate Studios
2-8 Games Road
Cockfosters
Hertfordshire
EN4 9HN

25 November 2024

 

ComQi Holdings Ltd

Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

-

-

Gross profit/(loss)

 

-

-

Administrative expenses

 

(7,885)

(6,931)

Operating loss

(7,885)

(6,931)

Investments provision - exceptional item

3

-

158,734

(Loss)/profit before tax

 

(7,885)

151,803

(Loss)/profit for the financial year

 

(7,885)

151,803

The above results were derived from operations that will discontinue after the year end.

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 2023

2023
£

2022
£

(Loss)/profit for the year

(7,885)

151,803

Total comprehensive income for the year

(7,885)

151,803

 

ComQi Holdings Ltd

(Registration number: 06129842)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

6

-

20,745,152

Current assets

 

Debtors

7

9,702

9,702

Investments

8

20,745,152

-

Cash at bank and in hand

 

53,846

61,421

 

20,808,700

71,123

Creditors: Amounts falling due within one year

10

(6,060)

(5,750)

Net current assets

 

20,802,640

65,373

Net assets

 

20,802,640

20,810,525

Capital and reserves

 

Called up share capital

6,366,998

6,366,998

Share premium reserve

21,280,714

21,280,714

Retained earnings

(6,845,072)

(6,837,187)

Shareholders' funds

 

20,802,640

20,810,525

Approved and authorised by the Board on 25 November 2024 and signed on its behalf by:
 

.........................................
M Liu
Director

 

ComQi Holdings Ltd

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

6,366,998

21,280,714

(6,837,187)

20,810,525

Loss for the year

-

-

(7,885)

(7,885)

Total comprehensive income

-

-

(7,885)

(7,885)

At 31 December 2023

6,366,998

21,280,714

(6,845,072)

20,802,640

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2022

6,366,998

21,280,714

(6,988,990)

20,658,722

Profit for the year

-

-

151,803

151,803

Total comprehensive income

-

-

151,803

151,803

At 31 December 2022

6,366,998

21,280,714

(6,837,187)

20,810,525

 

ComQi Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
Suite 204
Stanmore BIC
Howard Road
Stanmore
London
HA71BT

These financial statements were authorised for issue by the Board on 25 November 2024.

2

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

The company will be wound up after the year end and the financial statements have been prepared on a basis other than the going concern basis. This basis includes, where applicable, writing down the company's assets to net realisable value and transferring them into current assets. No provision has been made for future costs terminating the business unless such costs were committed to at the reporting date. In accordance with Accounting Standards, no provision has been made for future losses or anticipated gains on investments.

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

The financial statements contain information about Comqi Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under the Companies Act 2006 from the requirement to prepare consolidated financial statements as it is included in the consolidation of its ultimate parent company.

Going concern

As part of a group restructuring, referred to in the paragraph below, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern.

 

ComQi Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Adjusting events after the financial period

As part of a group restructuring, the Directors have taken the decision after the year end to transfer the subsidiaries to a fellow group company and then to wind up Comqi Holdings Limited. As the company is no longer a going concern, in accordance with Accounting Standards, some post balance sheet events have become adjusting post balance sheet events. These are described in note 2.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

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.

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:

Asset class

Depreciation method and rate

Plant and machinery

Straight line over 3 years and over 5 years

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.

 

ComQi Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

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.

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.

3

Exceptional items

The company made an impairment gain on its investments of £Nil (2022 - gain £158,734).

4

Staff costs

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

2023
No.

2022
No.

Administration and support

3

3

3

3

5

Auditors' remuneration

2023
 £

2022
 £

Audit of the financial statements

3,600

3,390


 

6

Investments

2023
£

2022
£

Investments in subsidiaries

-

20,745,152

Subsidiaries

£

Cost or valuation

At 1 January 2023

22,618,923

Transfer to current assets

(20,745,152)

Disposals

(1,873,771)

At 31 December 2023

-

 

ComQi Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Subsidiaries

£

Provision

At 1 January 2023

1,873,771

Eliminated on disposals

(1,873,771)

At 31 December 2023

-

Carrying amount

At 31 December 2023

-

At 31 December 2022

20,745,152

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:

Undertaking

Country of incorporation

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

ComQi UK Ltd

England

0%

100%

ComQi Inc

USA

100%

100%

Comqi Canada Inc.

Canada

100%

100%

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.

As the financial statements are not prepared on a going concern basis, the fixed assets subsidiaries have been transferred into current assets.

7

Debtors

Current

2023
£

2022
£

Other debtors

9,702

9,702

At 31 December 2023 there was an unprovided deferred tax asset of £1,266,223 (2022 - £1,263,817).

8

Current asset investments

2023
£

2022
£

Shares in group undertakings

20,745,152

-

 

ComQi Holdings Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

9

Cash and cash equivalents

2023
£

2022
£

Cash at bank

53,846

61,421

10

Creditors

2023
£

2022
£

Due within one year

Accruals

6,060

5,750

11

Share capital

Allotted and called up shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £0.01 each

636,699,821

6,366,998

636,699,821

6,366,998

         

At 31 December 2023 the shares allotted included 970,200 share of £0.01 unpaid shares (2022 - 970,200).

12

Parent and ultimate parent undertaking

The company's immediate parent is AU Optronics Corp., incorporated in Taiwan.

  These consolidated financial statements are available from www.auo.com