Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31The Company's principal activity is the provision, development and administration of customer loyalty programmes as well as other marketing activites.truetruetruetruetruetruetruetruetruetruetruetruetruetruetrue2022-01-01false2527true 00648706 2022-01-01 2022-12-31 00648706 2021-01-01 2021-12-31 00648706 2022-12-31 00648706 2021-12-31 00648706 2021-01-01 00648706 c:Director6 2022-01-01 2022-12-31 00648706 d:CurrentFinancialInstruments 2022-12-31 00648706 d:CurrentFinancialInstruments 2021-12-31 00648706 d:Non-currentFinancialInstruments 2022-12-31 00648706 d:Non-currentFinancialInstruments 2021-12-31 00648706 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 00648706 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 00648706 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 00648706 d:Non-currentFinancialInstruments d:AfterOneYear 2021-12-31 00648706 d:ShareCapital 2022-01-01 2022-12-31 00648706 d:ShareCapital 2022-12-31 00648706 d:ShareCapital 2021-01-01 2021-12-31 00648706 d:ShareCapital 2021-12-31 00648706 d:ShareCapital 2021-01-01 00648706 d:SharePremium 2022-01-01 2022-12-31 00648706 d:SharePremium 2022-12-31 00648706 d:SharePremium 2021-01-01 2021-12-31 00648706 d:SharePremium 2021-12-31 00648706 d:SharePremium 2021-01-01 00648706 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 00648706 d:OtherMiscellaneousReserve 2022-12-31 00648706 d:OtherMiscellaneousReserve 2021-01-01 2021-12-31 00648706 d:OtherMiscellaneousReserve 2021-12-31 00648706 d:OtherMiscellaneousReserve 2021-01-01 00648706 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2022-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2021-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2021-01-01 00648706 c:FRS101 2022-01-01 2022-12-31 00648706 c:Audited 2022-01-01 2022-12-31 00648706 c:FullAccounts 2022-01-01 2022-12-31 00648706 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 00648706 c:SmallCompaniesRegimeForAccounts 2022-01-01 2022-12-31 00648706 d:FinancialInstrumentsFairValueThroughProfitOrLoss 2022-01-01 2022-12-31 00648706 d:FinancialLiabilitiesAmortisedCost 2022-01-01 2022-12-31 00648706 d:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss 2022-01-01 2022-12-31 00648706 2 2022-01-01 2022-12-31 00648706 d:FinanceLeases d:WithinOneYear 2022-12-31 00648706 d:FinanceLeases d:WithinOneYear 2021-12-31 00648706 d:FinanceLeases 2022-12-31 00648706 d:FinanceLeases 2021-12-31 iso4217:GBP xbrli:pure

Registered number: 00648706










KOGNITIV UK LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2022

 
KOGNITIV UK LIMITED
REGISTERED NUMBER: 00648706

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

  

  

Current assets
  

Debtors: amounts falling due after more than one year
 4 
12,832,505
10,512,762

Debtors: amounts falling due within one year
 4 
537,352
446,883

Cash at bank and in hand
 5 
95,492
70,950

  
13,465,349
11,030,595

Creditors: amounts falling due within one year
 6 
(1,825,796)
(1,561,540)

Net current assets
  
 
 
11,639,553
 
 
9,469,055

Total assets less current liabilities
  
11,639,553
9,469,055

  

Creditors: amounts falling due after more than one year
 7 
(19,324,119)
(14,659,471)

  
(7,684,566)
(5,190,416)

  

  

Net liabilities
  
(7,684,566)
(5,190,416)


Capital and reserves
  

Called up share capital 
  
4,013,000
4,013,000

Share premium account
 9 
924,001
924,001

Capital contribution
 9 
1,322,663
1,322,663

Profit and loss account
 9 
(13,944,230)
(11,450,080)

  
(7,684,566)
(5,190,416)


Page 1

 
KOGNITIV UK LIMITED
REGISTERED NUMBER: 00648706
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022

The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 October 2023.



Andrew V Cooper
Director

The notes on pages 5 to 14 form part of these financial statements.

Page 2

 
KOGNITIV UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Capital contribution
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
4,013,000
924,001
1,322,663
(11,450,080)
(5,190,416)


Comprehensive income for the year

Loss for the year

-
-
-
(3,318,150)
(3,318,150)

Actuarial gain/(loss) on post-employment pension obligations
-
-
-
824,000
824,000


Other comprehensive income for the year
-
-
-
824,000
824,000


Total comprehensive income for the year
-
-
-
(2,494,150)
(2,494,150)


Total transactions with owners
-
-
-
-
-


At 31 December 2022
4,013,000
924,001
1,322,663
(13,944,230)
(7,684,566)


The notes on pages 5 to 14 form part of these financial statements.

Page 3

 
KOGNITIV UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Share premium account
Capital contribution
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2021
4,013,000
924,001
1,322,663
(8,480,323)
(2,220,659)


Comprehensive income for the year

Loss for the year

-
-
-
(3,291,757)
(3,291,757)

Actuarial gain/(loss) on post-employment pension obligations
-
-
-
322,000
322,000


Other comprehensive income for the year
-
-
-
322,000
322,000


Total comprehensive income for the year
-
-
-
(2,969,757)
(2,969,757)


Total transactions with owners
-
-
-
-
-


At 31 December 2021
4,013,000
924,001
1,322,663
(11,450,080)
(5,190,416)


The notes on pages 5 to 14 form part of these financial statements.

Page 4

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Kognitiv UK Limited ("the Company") is a private Company limited by shares incorporated in England, United Kingdom. The address of the registered office is given in the company information of these financial statements. The principal activity of the Company is to provide marketing services, including the administration of proprietary loyalty programmes. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

Page 5

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
 - paragraphs 76 and 79(d) of IAS 40 Investment Property; and
 - paragraph 50 of IAS 41 Agriculture
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Kognitiv Corporation as at 31st December 2022 and these financial statements may be obtained from 199 Bay Street, Suite4000, Toronto, Ontario, Canada M5L 1A9.

Page 6

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Going concern

Kognitiv Corporation, the Canada based ultimate parent entity, has committed to provide ongoing support to allow the company to meet its liabilities as they fall due for a period of not less than 12 months from the date these accounts are signed, for so long as Kognitiv UK Limited remains a wholly owned subsidiary of Kognitiv Corporation. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

The Company's revenue is generated through the provision of loyalty services.

 
2.6

Leases

The Company as a lessor

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

When the Company is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

Page 7

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.6
Leases (continued)

When a contract includes lease and non-lease components, the Company applies IFRS 15 to allocate the consideration under the contract to each component.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.11

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.12

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each
Page 8

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.12
Financial instruments (continued)

reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 9

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.13

Pensions

The Company operates a defined benefit pension scheme. The difference between the fair value of the assets held in the scheme and the scheme's liabilities measured on an actuarial basis using the projected unit method are recognised in the Company's balance sheet as a pension scheme asset or liability as appropriate. The carrying value of any resulting pension scheme asset is restricted to the extent that the Company is able to recover the surplus either through reduced contributions in the future or through refunds from the scheme. The pension scheme balance is recognised net of any related deferred tax balance.
Changes in the defined benefit scheme asset or liability arising from factors other than cash contributions by the Company are charged to the statement of comprehensive income in accordance with IAS 19.
The Company makes contributions to various personal pension plans which are defined contribution pension schemes. Contributions are charged in the profit and loss account as they become payable in accordance with the rules of the scheme.


3.


Employees

The average monthly number of employees, including the directors, during the year was as follows:


        2022
        2021
            No.
            No.







Employees
25
27


4.


Debtors

2022
2021
£
£

Due after more than one year

Amounts owed by group undertakings
12,717,505
10,512,762

Other debtors
115,000
-

12,832,505
10,512,762


2022
2021
£
£

Due within one year

Trade debtors
59,288
168,588

Other debtors
178,189
145,540

Prepayments and accrued income
299,875
132,755

537,352
446,883
Page 10

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.Debtors (continued)



All intercompany debt owing to Kognitiv UK Ltd is ultimately guaranteed by the parent company, Kognitiv Corporation. 
 


5.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
95,492
70,950

95,492
70,950



6.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
1,342,137
1,111,612

Other taxation and social security
74,958
81,685

Other creditors
15,020
51,528

Accruals and deferred income
393,681
316,715

1,825,796
1,561,540



7.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

Amounts owed to group undertakings
19,324,119
12,945,231

Other creditors
-
1,714,240

19,324,119
14,659,471


All intercompany debt owing to group companies is ultimately guaranteed by the parent company, Kognitiv Corporation.

Page 11

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.

Retirement benefit obligation

Defined pension plan
The Company sponsors the plan, which is a funded defined benefit arrangement. This is a separate trustee administered fund holding the pension plan assets to meet long-term pension liabilities for some 14 past employees as at December 31, 2022 (December 31, 2021 - 14). The plan also provides pensions to other past employees who have already retired via annuities in the name of the plan trustees. The level of retirement benefit is principally based on salary earned in the last three years of employment prior to leaving active service and is linked to changes in inflation up to retirement. The Company acquired this plan as part of the Aimia acquisition.
In accordance with the actuarial valuation, the Company has agreed with the trustees that it will meet expenses of the plan not met through the Company Pensions Contract and levies to the Pension Protection Fund.


31/12/2022
£'000
31/12/2021
£'000

Fair value of plan assets
1,182
1,144

Present value of defined benefit obligation
(1,067)
(1,835)

Asset/(liability) to be recognized
115
(691)


The present value of plan liabilities is measured by discounting the best estimate of future cash flows to be paid out by the plan using the projected unit credit method. The value calculated in this way is reflected in the net liability in the balance sheet as shown above.
None of the fair values of the plan assets include any direct investments in the Company’s on financial instruments or any property occupied by, or other assets used by, the Company. The plan's assets are invested in a Group Pension Contract (GPC) insured with Clerical Medical. The face value of the contract changes over time as contributions are paid to the contract, interest is added and monies are used to provide benefits or meet other plan costs. Once contributions and interest have been added to the contract they are guaranteed against capital loss resulting from future stock market movements.
Significant actuarial assumptions


31/12/2022
 % per annum
31/12/2021
% per annum

Discount rate
4.9
1.8

Inflation RPI
3.1
3.3

Inflation CPI
2.1
2.3

Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less
2.1
2.3

Allowance for continuation of pension for cash at retirement
25% of members commute maximum pension
25% of members commute maximum pension

Allowance for Guaranteed Annuity Rates
No allowance
No allowance

Page 12

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Reserves

Share premium account

Share premium includes any premium recevied on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital contributions 

Capital contributions represent the capital contributed to the Company. 

Profit and loss account

Profit and loss includes all current and prior periods retained profit and movements on post-employment pension obligations.


10.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £214,770 (2021: £203,215). Contributions totalling £Nil (2021: £Nil) were payable to the fund at the balance sheet date and are included in creditors.


11.


Commitments under operating leases

At 31 December 2022 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022
2021
£
£


Not later than 1 year
40,000
40,000

40,000
40,000


12.


Related party transactions

The Company has taken advantage of the exemption granted by FRS101 not to disclose transactions with other undertakings within its qualifying group.


13.


Controlling party

The ultimate controlling party is Kognitiv Corporation.

Page 13

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.

The audit report was signed on 25 October 2023 by Ian Palmer FCA (Senior Statutory Auditor) on behalf of Xeinadin Audit Limited.

 
Page 14