Cognita Technologies Limited - Limited company accounts 16.1

REGISTERED NUMBER: 04062412 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2016

FOR

COGNITA TECHNOLOGIES LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income statement

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

Reconciliation of Equity

11

Reconciliation of Profit

13

DIRECTORS:

Michael Stewart Levy

Matthew David Jeffs

SECRETARY:

Michael Stewart Levy

REGISTERED OFFICE:

1st Floor

11-21 Paul Street

London

EC2A 4JU

REGISTERED NUMBER:

04062412 (England and Wales)

SENIOR STATUTORY AUDITOR:

Jonathan Talbot

AUDITORS:

Nexia Smith & Williamson

Portwall Place

Portwall Lane

Bristol

BS1 6NA

SOLICITORS:

DWF LLP

Capital House

85 King William Street

London

EC4N 7BL

The directors present their report with the financial statements of the company for the year ended 30 June 2016.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the ownership and development of

real-time interactive software solutions for internet-abled equipment.

DIRECTORS

The directors during the year under review were:

Michael Stewart Levy

Matthew David Jeffs

The directors holding office at 30 June 2016 did not hold any beneficial interest in the issued share capital of

the company at 1 July 2015 or 30 June 2016.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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) including

Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of

Ireland". 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 profit or loss 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 each of 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 ought to have taken as a director in order to make himself aware of any relevant audit

information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Nexia Smith & Williamson, will be proposed for re-appointment at the 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:

Michael Stewart Levy - Secretary

9 August 2016

We have audited the financial statements of Arcontech Limited for the year ended 30 June 2016 which

comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity and the related notes

1 to 7. The financial reporting framework that has been applied in their preparation is applicable law and

United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice),

including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and

Republic of Ireland'.

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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council's (FRC's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the FRC's website at

www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2016 and of its profit 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are

prepared is consistent with those financial statements; and

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

knowledge and understanding of the company and its environment obtained in the course of the audit, we

have identified no material misstatements in the Directors' Report.

Matters on which we are required to report by exception

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.

Jonathan Talbot (Senior Statutory Auditor)

for and on behalf of Nexia Smith & Williamson

Portwall Place

Portwall Lane

Bristol

BS1 6NA

9 August 2016

TURNOVER

145,667

94,069

Administrative expenses

2,748

13,202

OPERATING PROFIT and

PROFIT BEFORE TAXATION

3

142,919

80,867

Tax on profit

-

-

PROFIT FOR THE FINANCIAL YEAR

142,919

80,867

CURRENT ASSETS

Debtors: amounts falling due within one year

4

316,393

217,108

CREDITORS

Amounts falling due within one year

5

5,033,762

5,077,396

NET CURRENT LIABILITIES

(4,717,369

)

(4,860,288

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,717,369

)

(4,860,288

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(4,717,370

)

(4,860,289

)

SHAREHOLDERS' FUNDS

(4,717,369

)

(4,860,288

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 9 August 2016 and were signed on its behalf by:

Michael Stewart Levy - Director

Matthew David Jeffs - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2014

1

(4,941,156

)

(4,941,155

)

Changes in equity

Total comprehensive income

-

80,867

80,867

Balance at 30 June 2015

1

(4,860,289

)

(4,860,288

)

Changes in equity

Total comprehensive income

-

142,919

142,919

Balance at 30 June 2016

1

(4,717,370

)

(4,717,369

)

1.	STATUTORY INFORMATION

Cognita Technologies Limited is a private company, limited by shares , 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 the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Information on the impact of adoption of FRS 102 has been given on pages 11 to 13.

The following principal accounting policies have been applied:

Turnover

Turnover represents licence fees receivable, excluding value added tax.

Deferred tax

Provision is made for deferred taxation, using the full provision method on an undiscounted basis on

all material timing differences. Deferred taxation has been recognised as a liability or an asset if

transactions have occurred at the balance sheet date that give rise to an obligation to pay more tax in

the future, or a right to pay less taxation in the future. An asset is not recognised to the extent that the

transfer of economic benefits in the future is uncertain.

Cash flow statement

The company has taken advantage of the exemption in FRS 1 (Cash Flow Statements) from the

requirement to prepare a cash flow statment as it qualifies as a wholly owned subsidiary.

Going concern

The parent undertaking, Arcontech Group plc, has agreed to provide financial support as the company

continues to research and develop its products. Accordingly, the financial statements have been

prepared on a going concern basis.

3.	OPERATING PROFIT

The operating profit is stated after charging:

2016

2015

£

£

Auditors' remuneration

1,000

1,000

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Amounts owed by group undertakings

316,339

217,054

Other debtors

54

54

316,393

217,108

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Amounts owed to group undertakings

5,032,677

5,076,331

Other creditors

1,085

1,065

5,033,762

5,077,396

The amounts due to group undertakings are repayable on demand. However, it is not anticipated that

this will be repaid within one year.

6.	RELATED PARTY DISCLOSURES

During the year, fees payable to Michael Levy & Co, Chartered Accountants, in which Michael Levy

is the principal, in respect of accountancy services amounted to £1,735 (2015: £1,845). At 30 June

2016 the amount outstanding was £Nil (2015: £Nil).

7.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Arcontech Group plc which is registered in England &

Wales and is the immediate controlling party.

There is no ultimate controlling party.

The largest and smallest group of companies for which group financial statements are drawn up is that

headed by Arcontech Group plc. Consolidated financial statements of Arcontech Group plc are

available from Companies House.

The company has taken advantage of the exemption under Financial Reporting Standard 8 from

disclosing transactions with other wholly owned group companies that are incorporated within the

financial statements of its parent company Arcontech Group plc.

CURRENT ASSETS

Debtors

153,114

-

153,114

CREDITORS

Amounts falling due within one year

(5,094,269

)

-

(5,094,269

)

NET CURRENT LIABILITIES

(4,941,155

)

-

(4,941,155

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,941,155

)

-

(4,941,155

)

NET LIABILITIES

(4,941,155

)

-

(4,941,155

)

CAPITAL AND RESERVES

Called up share capital

1

-

1

Retained earnings

(4,941,156

)

-

(4,941,156

)

SHAREHOLDERS' FUNDS

(4,941,155

)

-

(4,941,155

)

CURRENT ASSETS

Debtors

217,108

-

217,108

CREDITORS

Amounts falling due within one year

(5,077,396

)

-

(5,077,396

)

NET CURRENT LIABILITIES

(4,860,288

)

-

(4,860,288

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,860,288

)

-

(4,860,288

)

NET LIABILITIES

(4,860,288

)

-

(4,860,288

)

CAPITAL AND RESERVES

Called up share capital

1

-

1

Retained earnings

(4,860,289

)

-

(4,860,289

)

SHAREHOLDERS' FUNDS

(4,860,288

)

-

(4,860,288

)

TURNOVER

94,069

-

94,069

Administrative expenses

(13,202

)

-

(13,202

)

OPERATING PROFIT

80,867

-

80,867

and

PROFIT BEFORE TAXATION

80,867

-

80,867

Tax on profit

-

-

-

PROFIT FOR THE FINANCIAL YEAR

80,867

-

80,867