Registered number: 00648706
KOGNITIV UK LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
|
KOGNITIV UK LIMITED
REGISTERED NUMBER: 00648706
BALANCE SHEET
AS AT 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KOGNITIV UK LIMITED
REGISTERED NUMBER: 00648706
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
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 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 10 October 2024.
The notes on pages 5 to 12 form part of these financial statements.
|
KOGNITIV UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gain/(loss) on post-employment pension obligations
|
|
|
|
|
|
Other comprehensive income for the year
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 5 to 12 form part of these financial statements.
|
|
KOGNITIV UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gain/(loss) on post-employment pension obligations
|
|
|
|
|
|
Other comprehensive income for the year
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 5 to 12 form part of these financial statements.
|
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
|
|
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:
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.
|
|
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'.
The Company's revenue is generated through the provision of loyalty services.
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in profit or loss using the effective interest method.
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.
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.
|
|
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.
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.
|
|
Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.
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.
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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.
|
The average monthly number of employees, including directors, during the year was 27 (2022 - 25).
|
|
Due after more than one year
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
All intercompany debt owing to Kognitiv UK Ltd is ultimately guaranteed by the parent company, Kognitiv Corporation.
|
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
All intercompany debt owing to group companies is ultimately guaranteed by the parent company, Kognitiv Corporation.
|
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
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, 2023 (December 31, 2022 - 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.
|
|
|
|
|
Fair value of plan assets
|
|
|
|
Present value of defined benefit obligation
|
|
|
|
Asset/(liability) to be recognized
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less
|
|
|
|
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
|
|
|
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
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.
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 £217,044 (2022: £214,770). Contributions totalling £Nil (2022: £Nil) were payable to the fund at the balance sheet date and are included in creditors.
|
Commitments under operating leases
|
|
At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As per note 9, there is an onerous lease, this lease has thus not been included in the above note.
|
|
KOGNITIV UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
|
Related party transactions
|
|
The Company has taken advantage of the exemption not to disclose transactions with other wholly owned subsidiaries within the group.
|
The ultimate controlling party is Kognitiv Corporation.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 10 October 2024 by Ian Palmer FCA (Senior Statutory Auditor) on behalf of Xeinadin Audit Limited.
|