Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31truetruetruetruetruetrue0truetruetruetruetruetruetruetruetruetruetrue2022-01-01The Company's principal activity is the provision, development and administration of customer loyalty programmes as well as other marketing activites.0 07085018 2022-12-31 07085018 2022-01-01 2022-12-31 07085018 2021-01-01 2021-12-31 07085018 2021-12-31 07085018 c:Director1 2022-01-01 2022-12-31 07085018 d:CurrentFinancialInstruments 2022-12-31 07085018 d:CurrentFinancialInstruments 2021-12-31 07085018 d:Non-currentFinancialInstruments 2022-12-31 07085018 d:Non-currentFinancialInstruments 2021-12-31 07085018 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 07085018 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 07085018 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 07085018 d:Non-currentFinancialInstruments d:AfterOneYear 2021-12-31 07085018 d:ShareCapital 2022-12-31 07085018 d:ShareCapital 2021-12-31 07085018 d:RetainedEarningsAccumulatedLosses 2022-12-31 07085018 d:RetainedEarningsAccumulatedLosses 2021-12-31 07085018 c:EntityHasNeverTraded 2022-01-01 2022-12-31 07085018 c:FRS101 2022-01-01 2022-12-31 07085018 c:Audited 2022-01-01 2022-12-31 07085018 c:FullAccounts 2022-01-01 2022-12-31 07085018 c:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 07085018 c:SmallCompaniesRegimeForAccounts 2022-01-01 2022-12-31 07085018 d:FinancialInstrumentsFairValueThroughProfitOrLoss 2022-01-01 2022-12-31 07085018 d:FinancialLiabilitiesAmortisedCost 2022-01-01 2022-12-31 07085018 d:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss 2022-01-01 2022-12-31 07085018 6 2022-01-01 2022-12-31 iso4217:GBP xbrli:pure

Registered number: 07085018










KOGNITIV EUROPE HOLDINGS LTD










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2022

 
KOGNITIV EUROPE HOLDINGS LTD
REGISTERED NUMBER: 07085018

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

  

  

Current assets
  

Cash at bank and in hand
 4 
511
596

  
511
596

Creditors: amounts falling due within one year
 5 
(733,473)
(27,466)

Net current liabilities
  
 
 
(732,962)
 
 
(26,870)

Total assets less current liabilities
  
(732,962)
(26,870)

  

Creditors: amounts falling due after more than one year
 6 
(245,273)
-

  
(978,235)
(26,870)

  

  

Net liabilities
  
(978,235)
(26,870)


Capital and reserves
  

Called up share capital 
  
116,043,504
116,043,504

Profit and loss account
  
(117,021,739)
(116,070,374)

  
(978,235)
(26,870)


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 profit and loss account 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 13 October 2023.




Andrew Victor Cooper
Director

The notes on pages 2 to 8 form part of these financial statements.

Page 1

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Kognitiv Europe Holdings 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 that of a holding company.

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.

Page 2

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
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 requirement of paragraph 24(b) of IFRS 6 Exploration for and Evaluation of Mineral Resources to disclose the operating and investing cash flows arising from the exploration for and evaluation of mineral resources
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, Suite 4000, Toronto, Ontario, Canada M5L 1A9..

Page 3

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
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. 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 Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

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.

Page 4

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.7

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.

 
2.8

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 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.

Page 5

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.8
Financial instruments (continued)

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.


3.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
76,621,157



At 31 December 2022

76,621,157



Impairment


At 1 January 2022
76,621,157



At 31 December 2022

76,621,157



Net book value



At 31 December 2022
-



At 31 December 2021
-

Page 6

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Details of the investments in which the Company holds more than 10% of the nominal value of any class of share capital are as follows:


Name
Registered office
Class of shares
Holding

Kognitiv Australia Pty Ltd
Level 13, 333 George Street, Sydney NSW 200
Ordinary
100
%

Aimia Proprietary Loyalty (HK) Limited
Suite C, 18/F., The Genesis, 33-35 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong.
Ordinary
99
%

Kognitiv Singapore Pte Ltd
8 Marina Boulevard #05-02, Singapore 018981
Ordinary
100
%

Aimia Proprietary Loyalty Sendirian Berhad
Level 21, The Gardens South, Tower Mid Valley City, Lingkaran Syed Putra , 59200, KL, Malaysia
Ordinary
100
%

Kognitiv U.K. Limited
Suite 1, 3rd Floor, 11-12 St. James Square London SW1Y, 4LB
Ordinary
100
%

Aimia Proprietary Loyalty Free Zone LLC *
Al Thuraya Tower II, Office, 1503, Dubai Media City, PO, Box 502264 Dubai UAE
Ordinary
100
%

Aimia Proprietary Loyalty Belgium S.A.
Boulevard de la Woluwe, 34, Woluwedal, B-1200, Brussels, Belgium
Ordinary
100
%

PT Aimia Proprietary Loyalty Indonesia**
Menara Jamsostek, North, Bldg 11th floor, Jl. Jendral, Gatot Subroto Kav. 38, Jakarta 12710 Indonesia
Ordinary
100
%

Nectar Loyalty Management India Limited *
Ramnord House, 77 Dr., Annie Besant Road, Mumbai, 400018
Ordinary
100
%

Aimia Marketing Doha LLC
27 Um Guilina, Street, no.230, Building no.36, PO Box No. 24863
Ordinary
49
%

* indirectly held
** this company was liquidated in the year



4.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
511
596

511
596


Page 7

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

5.


Creditors: Amounts falling due within one year

2022
2021
£
£

Amounts owed to group undertakings
693,473
27,300

Other creditors
-
166

Accruals and deferred income
40,000
-

733,473
27,466



6.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

Amounts owed to group undertakings
245,273
-

245,273
-


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


7.


Related party transactions

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


8.


Controlling party

The ultimate controlling party is Kognitiv Corporation.


9.


Auditors' information

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

The audit report was signed on 13 October 2023 by Ian Palmer FCA (Senior statutory auditor) on behalf of Xeinadin Audit Limited.

 
Page 8