Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31252023-01-01falseThe Company's principal activity is the provision, development and administration of customer loyalty programmes as well as other marketing activites.27falsetrue 00648706 2023-01-01 2023-12-31 00648706 2022-01-01 2022-12-31 00648706 2023-12-31 00648706 2022-12-31 00648706 2022-01-01 00648706 c:Director5 2023-01-01 2023-12-31 00648706 d:CurrentFinancialInstruments 2023-12-31 00648706 d:CurrentFinancialInstruments 2022-12-31 00648706 d:Non-currentFinancialInstruments 2023-12-31 00648706 d:Non-currentFinancialInstruments 2022-12-31 00648706 d:ShareCapital 2023-01-01 2023-12-31 00648706 d:ShareCapital 2023-12-31 00648706 d:ShareCapital 2022-01-01 2022-12-31 00648706 d:ShareCapital 2022-12-31 00648706 d:ShareCapital 2022-01-01 00648706 d:SharePremium 2023-01-01 2023-12-31 00648706 d:SharePremium 2023-12-31 00648706 d:SharePremium 2022-01-01 2022-12-31 00648706 d:SharePremium 2022-12-31 00648706 d:SharePremium 2022-01-01 00648706 d:OtherMiscellaneousReserve 2023-01-01 2023-12-31 00648706 d:OtherMiscellaneousReserve 2023-12-31 00648706 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 00648706 d:OtherMiscellaneousReserve 2022-12-31 00648706 d:OtherMiscellaneousReserve 2022-01-01 00648706 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2023-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2022-12-31 00648706 d:RetainedEarningsAccumulatedLosses 2022-01-01 00648706 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-01-01 2023-12-31 00648706 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-12-31 00648706 c:FRS102 2023-01-01 2023-12-31 00648706 c:Audited 2023-01-01 2023-12-31 00648706 c:FullAccounts 2023-01-01 2023-12-31 00648706 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 00648706 c:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 00648706 2 2023-01-01 2023-12-31 00648706 8 2023-01-01 2023-12-31 00648706 d:WithinOneYear 2023-12-31 00648706 d:WithinOneYear 2022-12-31 00648706 e:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure

Registered number: 00648706










KOGNITIV UK LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
KOGNITIV UK LIMITED
REGISTERED NUMBER: 00648706

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

  

Current assets
  

Debtors: amounts falling due after more than one year
 4 
13,067,682
12,832,505

Debtors: amounts falling due within one year
 4 
171,713
537,352

Cash at bank and in hand
 5 
207,176
95,492

  
13,446,571
13,465,349

Creditors: amounts falling due within one year
 6 
(1,519,791)
(1,825,796)

Net current assets
  
 
 
11,926,780
 
 
11,639,553

Total assets less current liabilities
  
11,926,780
11,639,553

  

Creditors: amounts falling due after more than one year
 7 
(23,916,674)
(19,324,119)

  
(11,989,894)
(7,684,566)

Provisions for liabilities
  

Other provisions
  
(606,725)
-

  
 
 
(606,725)
 
 
-

  

Net liabilities
  
(12,596,619)
(7,684,566)


Capital and reserves
  

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

Share premium account
 10 
924,001
924,001

Capital contribution
 10 
1,322,663
1,322,663

Profit and loss account
 10 
(18,856,283)
(13,944,230)

  
(12,596,619)
(7,684,566)

Page 1

 
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.



Mark Lerohl
Director

The notes on pages 5 to 12 form part of these financial statements.
Page 2

 
KOGNITIV UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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

£
£
£
£
£

At 1 January 2023
4,013,000
924,001
1,322,663
(13,944,230)
(7,684,566)


Comprehensive income for the year

Loss for the year

-
-
-
(4,829,053)
(4,829,053)

Actuarial gain/(loss) on post-employment pension obligations
-
-
-
(83,000)
(83,000)


Other comprehensive income for the year
-
-
-
(83,000)
(83,000)


Total comprehensive income for the year
-
-
-
(4,912,053)
(4,912,053)


Total transactions with owners
-
-
-
-
-


At 31 December 2023
4,013,000
924,001
1,322,663
(18,856,283)
(12,596,619)


The notes on pages 5 to 12 form part of these financial statements.
Page 3

 
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 12 form part of these financial statements.
Page 4

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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 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, 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.

 
2.3

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 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'.

 
2.4

Revenue

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

Page 5

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Interest income

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

 
2.7

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.

 
2.8

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.

 
2.9

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.

 
2.10

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.

 
2.11

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.

Page 6

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Onerous leases

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.

 
2.13

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 7

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.14

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.
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 directors, during the year was 27 (2022 - 25).


4.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
13,035,682
12,717,505

Other debtors
32,000
115,000

13,067,682
12,832,505


2023
2022
£
£

Due within one year

Trade debtors
-
59,288

Other debtors
4,520
178,189

Prepayments and accrued income
167,193
299,875

171,713
537,352


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

Page 8

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
207,176
95,492

207,176
95,492



6.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,170,245
1,342,137

Other taxation and social security
63,817
74,958

Other creditors
7,197
15,020

Accruals and deferred income
278,532
393,681

1,519,791
1,825,796



7.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
23,916,674
19,324,119

23,916,674
19,324,119


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

Page 9

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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, 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.


31/12/2023
£'000
31/12/2022
£'000

Fair value of plan assets
1,181
1,182

Present value of defined benefit obligation
(1,149)
(1,067)

Asset/(liability) to be recognized
32
115


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


31/12/2023
 % per annum
31/12/2022
% per annum

Discount rate
4.80
4.9

Inflation RPI
3.0
3.1

Inflation CPI
2.0
2.1

Allowance for revaluation of deferred pensions of CPI or 5% p.a. if less
2.0
2.1

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 10

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Provisions





Onerous lease

£





Charged to profit or loss
606,725



At 31 December 2023
606,725


10.


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.


11.


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 £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.


12.


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:

2023
2022
£
£


Not later than 1 year
40,000
40,000

40,000
40,000

As per note 9, there is an onerous lease, this lease has thus not been included in the above note.

Page 11

 
KOGNITIV UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Related party transactions

The Company has taken advantage of the exemption not to disclose transactions with other wholly owned subsidiaries within the group.


14.


Controlling party

The ultimate controlling party is Kognitiv Corporation.


15.


Auditors' information

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.

 
Page 12