Cognatum Estates Limited - Limited company accounts 20.1

REGISTERED NUMBER: 06671995 (England and Wales)

COGNATUM ESTATES LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

Page

Company Information

1

Chairman's Statement

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTORS:

J Gough

J T Lavin

A W Matthews

G S C Mossop

G A Paul

S B Taylor

N R Wilson

N Sercombe

J M Edwards

REGISTERED OFFICE:

Pipe House

Lupton Road

Wallingford

Oxfordshire

OX10 9BS

REGISTERED NUMBER:

06671995 (England and Wales)

AUDITORS:

Mercer Lewin Ltd

Chartered Accountants and Registered Auditors

41 Cornmarket Street

Oxford

OX1 3HA

This financial report, albeit 10 months late, is a reflection of an organisation which understands the role it plays in delivering quality estate management services to residents combined with prudent financial oversight. The reason for the delay in producing the accounts is twofold; firstly, the pandemic has severely curtailed the ability of the Cognatum financial team and our accountants to carry out their duties in a normal way. And the second reason is the ageing nature of the Cognatum Estates financial systems which has limited the ability of any of the teams producing this report to work remotely. This situation must be addressed with urgency in 2021.

That said I am pleased to report on a very satisfactory financial performance for the year ending 2019. For Cognatum Estates to have turned around an operating deficit and a consequential depletion in reserves from the previous year, into a healthy surplus and increased reserves is testament to the diligence and determination of the Cognatum management team and it's staff. It is also pleasing to note the positive financial impact, in delivering substantial additional income, that our owned businesses ( Cognatum Projects and Cognatum Services) are now having on Cognatum Estates.

To have maintained the excellent standards of service that our residents and staff expect, and to have reduced expenses whilst increasing income, is a positive reflection on the entire team.

It would be remiss of me not to thank our financial team, led by Aysha Hussain, and our external auditors, for their outstanding work in producing this report during this difficult time.

A Matthews

The directors present their report with the financial statements of the company for the year ended 31 December 2019.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this report.

J Gough

J T Lavin

A W Matthews

G S C Mossop

G A Paul

S B Taylor

N R Wilson

Other changes in directors holding office are as follows:

M T Vine - resigned 28 June 2019

H Thornton - resigned 11 December 2019

N Sercombe - appointed 19 June 2019

J M Edwards - appointed 14 August 2019

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the surplus or deficit of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Mercer Lewin Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A W Matthews - Director

10 February 2021

Opinion

We have audited the financial statements of Cognatum Estates Limited (the 'company') for the year ended 31 December 2019 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its surplus for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Annual Report, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Churchill Stone (Senior Statutory Auditor)

for and on behalf of Mercer Lewin Ltd

Chartered Accountants and Registered Auditors

41 Cornmarket Street

Oxford

OX1 3HA

19 February 2021

TURNOVER

1,152,900

1,089,836

Administrative expenses

1,119,430

1,118,379

OPERATING SURPLUS/(DEFICIT)

4

33,470

(28,543

)

Interest receivable and similar income

43

41

33,513

(28,502

)

Amounts written off investments

11,646

11,958

SURPLUS/(DEFICIT) BEFORE TAXATION

21,867

(40,460

)

Tax on surplus/(deficit)

8

8

SURPLUS/(DEFICIT) FOR THE FINANCIAL YEAR

21,859

(40,468

)

FIXED ASSETS

Tangible assets

5

23,408

35,012

Investments

6

24,541

36,187

47,949

71,199

CURRENT ASSETS

Debtors

7

333,670

162,580

Cash at bank and in hand

39,964

23,005

373,634

185,585

CREDITORS

Amounts falling due within one year

8

320,006

177,066

NET CURRENT ASSETS

53,628

8,519

TOTAL ASSETS LESS CURRENT LIABILITIES

101,577

79,718

RESERVES

Income and expenditure account

101,577

79,718

101,577

79,718

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 10 February 2021 and were signed on its behalf by:

A W Matthews - Director

1.	STATUTORY INFORMATION

Cognatum Estates Limited is a private company, limited by guarantee , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

There are no judgements that are deemed to have had a significant effect on amounts recognised in the financial statements.

TURNOVER

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

TANGIBLE FIXED ASSETS

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

INVESTMENTS IN SUBSIDIARIES

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

HIRE PURCHASE AND LEASING COMMITMENTS

Rentals paid under operating leases are charged to surplus or deficit on a straight line basis over the period of the lease.

PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 19 (2018 - 19 ) .

4.	OPERATING SURPLUS/(DEFICIT)

The operating surplus (2018 - operating deficit) is stated after charging:

2019

2018

£

£

Depreciation - owned assets

14,333

23,969

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2019

25,575

153,475

179,050

Additions

-

2,729

2,729

At 31 December 2019

25,575

156,204

181,779

DEPRECIATION

At 1 January 2019

25,575

118,463

144,038

Charge for year

-

14,333

14,333

At 31 December 2019

25,575

132,796

158,371

NET BOOK VALUE

At 31 December 2019

-

23,408

23,408

At 31 December 2018

-

35,012

35,012

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2019

and 31 December 2019

59,790

PROVISIONS

At 1 January 2019

23,603

Provision for year

11,646

At 31 December 2019

35,249

NET BOOK VALUE

At 31 December 2019

24,541

At 31 December 2018

36,187

The company is the sole member of each of The Beechcroft Trust Limited (BTL) and The English Courtyard Association Limited (ECA), companies incorporated in the United Kingdom. Both BTL and ECA are companies limited by guarantee and have no share capital. Each company is dormant and has no assets apart from the freeholds of the developments they managed.

ECA in turn owns 100% of the 7 shares of £1 each of Les Blancs Bois Limited, a company which is incorporated in Guernsey and which maintains and administers a private retirement estate on behalf of the owners of properties managed by the company.

The company owns 100% of the share capital (1 ordinary share of £1) of Blue Cedar Homes Management Company Ltd (BCHMC), a non-profit making company incorporated in England and Wales. Its principal activity is the management of retirement housing estates. In the year ended 31 December 2019, its income and expenditure were £509,713. Its result for the year and its capital and reserves were both nil.

The company is also the sole shareholder of Cognatum Projects Ltd and Cogntaum Services Ltd. Both companies incurred deficits during 2019, of £7,272 and £16,071 respectively. The share capital and reserves of these companies are deficits, as noted above,

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Trade debtors

19,822

50,682

Other debtors

313,848

111,898

333,670

162,580

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Trade creditors

49

-

Taxation and social security

40,619

42,705

Other creditors

279,338

134,361

320,006

177,066