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Registered number: 12171041









COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)

UNAUDITED

FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
REGISTERED NUMBER: 12171041

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
1,494
1,810

Fixed Asset Investments
 5 
1,179,549
260,098

  
1,181,043
261,908

Current assets
  

Debtors: amounts falling due within one year
 6 
207,808
216,984

Cash at bank
  
29,085
473,015

  
236,893
689,999

Creditors: amounts falling due within one year
 7 
(1,320,671)
(353,765)

Net current (liabilities)/assets
  
 
 
(1,083,778)
 
 
336,234

Total assets less current liabilities
  
97,265
598,142

Creditors: amounts falling due after more than one year
 8 
(703,863)
(444,847)

Net (liabilities)/assets
  
(606,598)
153,295


Capital and reserves
  

Called up share capital 
 10 
513,483
513,483

Share premium account
  
485,964
485,964

EBT reserve
  
(802,555)
-

Profit and loss account
  
(803,490)
(846,152)

  
(606,598)
153,295


Page 1

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
REGISTERED NUMBER: 12171041

BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 by: 






Mr F H Massun
Director

Date: 11 November 2024

The notes on pages 4 to 10 form part of these financial statements.

Page 2

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

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


Called up share capital
Share premium account
EBT reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 September 2021
94,035
485,964
-
(646,497)
(66,498)


Comprehensive income for the period

Loss for the period
-
-
-
(76,420)
(76,420)
Total comprehensive income for the period
-
-
-
(76,420)
(76,420)

Shares issued during the period
419,448
-
-
-
419,448

Share issue costs
-
-
-
(123,235)
(123,235)


Total transactions with owners
419,448
-
-
(123,235)
296,213



At 1 January 2023
513,483
485,964
-
(846,152)
153,295


Comprehensive income for the year

Profit for the year
-
-
-
42,662
42,662
Total comprehensive income for the year
-
-
-
42,662
42,662

Purchase of own shares
-
-
(802,555)
-
(802,555)


At 31 December 2023
513,483
485,964
(802,555)
(803,490)
(606,598)


The notes on pages 4 to 10 form part of these financial statements.

Page 3

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Cognition Partners Limited (formerly Emergence Partners Limited) is a private Company limited by shares incorporated in England and Wales within the United Kingdom. The address of the registered office is Tennyson House, Cambridge Business Park, Cambridge, CB4 0WZ.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have considered the going concern basis in preparing these financial statements.
The current plans and forecasts indicate that the company will require the continued support of the group for the foreseeable future and the directors are confident that the group has the intention and ability to provide the support required.
Accordingly the directors consider it appropriate to prepare the financial statements on the going
concern basis and no adjustments have been made should the company not be able to continue as
a going concern.

 
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.

Page 4

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
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

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 5

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Computer equipment
-
33%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.12

EBT reserve

The EBT reserve represents amounts paid by the company for the purchase of its own shares and held in trust by an Employee Benefit Trust. The assets and liabilities of the trust are included in these financial statements.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

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.

 
2.15

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 6

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

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.

 
2.17

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objectives evidence of impairment is found an impairment loss is recognised in the Profit and Loss Account


3.


Employees

The average monthly number of employees, including directors, during the year was 8 (2022 - 4).


4.


Tangible fixed assets





Computer equipment

£



Cost


At 1 January 2023
2,901


Additions
867



At 31 December 2023

3,768



Depreciation


At 1 January 2023
1,091


Charge for the year on owned assets
1,183



At 31 December 2023

2,274



Net book value



At 31 December 2023
1,494



At 31 December 2022
1,810

Page 7

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
260,098


Additions
919,451



At 31 December 2023
1,179,549





6.


Debtors

2023
2022
£
£


Trade debtors
188,930
216,984

Prepayments and accrued income
18,878
-

207,808
216,984



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
10,098
9,831

Trade creditors
27,996
109,996

Amounts owed to group undertakings
-
38,425

Other taxation and social security
27,703
70,936

Other creditors
48,413
770

Accruals and deferred income
1,206,461
123,807

1,320,671
353,765


Page 8

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
17,346
27,441

Other loans
-
417,406

Accruals and deferred income
686,517
-

703,863
444,847





9.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
10,098
9,831

Amounts falling due 1-2 years

Bank loans
10,353
10,077

Amounts falling due 2-5 years

Bank loans
6,992
17,365

Amounts falling due after more than 5 years

Other loans
-
417,406

27,443
454,679



10.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



51,348,250 (2022 - 51,348,250) Ordinary Shares of £0.01 each
513,483
513,483



11.


Contingent liabilities

The Company has provided security to Sonovate Limited by way of fixed and floating charges.

Page 9

 
COGNITION PARTNERS LIMITED (FORMERLY EMERGENCE PARTNERS LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


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 £7,012 (2022 - £3,801). Contributions totalling £1,458 (2022 - £770) were payable to the fund at the balance sheet date and are included in creditors.


13.


Related party transactions

The Company has claimed exemption from disclosing transactions with companies that are 100% owned and part of the same group. 
During the period, the Company made sales of £Nil (2022 £10,000) to C Two Automate AS (formerly RPA Supervisor AS), a company in which P Baker was also a director of until their resignation on 16 March 2023.
During the period, the Company made sales of £Nil (2022 - £27,269) to Enate Limited, a company in which J P Hall was also a director. As at 31 December 2023, the balance due to the Company was £11,025 (2022 - £3,300).


Page 10