Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31The Company's principal activity is the provision, development and administration of customer loyalty programmes as well as other marketing activites.2023-01-01false00truetrue 07085018 2023-12-31 07085018 2023-01-01 2023-12-31 07085018 2022-01-01 2022-12-31 07085018 2022-12-31 07085018 c:Director5 2023-01-01 2023-12-31 07085018 d:CurrentFinancialInstruments 2023-12-31 07085018 d:CurrentFinancialInstruments 2022-12-31 07085018 d:Non-currentFinancialInstruments 2023-12-31 07085018 d:Non-currentFinancialInstruments 2022-12-31 07085018 c:FRS102 2023-01-01 2023-12-31 07085018 c:Audited 2023-01-01 2023-12-31 07085018 c:FullAccounts 2023-01-01 2023-12-31 07085018 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 07085018 c:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 07085018 6 2023-01-01 2023-12-31 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 2023

 
KOGNITIV EUROPE HOLDINGS LTD
REGISTERED NUMBER: 07085018

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

  

Current assets
  

Debtors: amounts falling due after more than one year
 5 
8,490
-

Debtors: amounts falling due within one year
 5 
1,350
-

Cash at bank and in hand
 6 
484
511

  
10,324
511

Creditors: amounts falling due within one year
 7 
(21,600)
(40,000)

Net current liabilities
  
 
 
(11,276)
 
 
(39,489)

Total assets less current liabilities
  
(11,276)
(39,489)

  

Creditors: amounts falling due after more than one year
 8 
(1,204,617)
(938,746)

  
(1,215,893)
(978,235)

  

  

Net liabilities
  
(1,215,893)
(978,235)

Page 1

 
KOGNITIV EUROPE HOLDINGS LTD
REGISTERED NUMBER: 07085018
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
£
£

Capital and reserves
  

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

Profit and loss account
  
(117,259,397)
(117,021,739)

  
(1,215,893)
(978,235)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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 20 September 2024.



Mark Lerohl
Director

The notes on pages 3 to 9 form part of these financial statements.
Page 2

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

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.

 
2.3

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'.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 3

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

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.

 
2.6

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 2023

2.Accounting policies (continued)

 
2.7

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.8

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 5

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).

The average monthly number of employees, including directors, during the year was 0 (2022 - 0).


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
74,614,339


Additions
230,435



At 31 December 2023

74,844,774



Impairment


At 1 January 2023
74,614,339


Charge for the period
230,435



At 31 December 2023

74,844,774



Net book value



At 31 December 2023
-



At 31 December 2022
-

Page 6

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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 17, Angel Place, 123 Pitt Street, Sydney, NSW 2000
Ordinary
100
%

Aimia Proprietary Loyalty (HK) Limited
14th Floor, One Taikoo Place, 979 King's road, Quarry Bay, 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, 7 Floor, 50 Broadway, London United Kingdom, SW1H 0BL
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
%

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
%

 Kognitiv Hong Kong Limited
Room 1908, 19/F, Lee Garden One, 33 Hysan avenue, Causeway Bay, Hong Kong Holdings
Ordinary
100
%

* indirectly held
** this company is indirectly held and was liquidated post year end


Page 7

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
8,490
-

8,490
-


2023
2022
£
£

Due within one year

Prepayments and accrued income
1,350
-

1,350
-


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


6.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
484
511

484
511



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Accruals and deferred income
21,600
40,000

21,600
40,000


Page 8

 
KOGNITIV EUROPE HOLDINGS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
1,204,617
938,746

1,204,617
938,746


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


9.


Related party transactions

The Group has taken the exemption available to not disclose transactions within the year, between wholly
owned subsidiaries.


10.


Controlling party

The ultimate controlling party is Kognitiv Corporation.


11.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 20 September 2024 by Ian Palmer FCA (Senior statutory auditor) on behalf of Xeinadin Audit Limited.

 
Page 9