Cognita Technologies Limited - Limited company accounts 11.6

REGISTERED NUMBER: 04062412 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2014

FOR

COGNITA TECHNOLOGIES LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

Michael Stewart Levy

Matthew David Jeffs

SECRETARY:

Michael Stewart Levy

REGISTERED OFFICE:

8th Floor

Finsbury Tower

103-105 Bunhill Row

London

EC1Y 8LZ

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 2014.

DIRECTORS

The directors during the year under review were:

Michael Stewart Levy

Richard Last

- resigned 6.2.14

Matthew David Jeffs

- appointed 6.2.14

The directors holding office at 30 June 2014 did not hold any beneficial interest in the issued share capital of

the company at 1 July 2013 (or date of appointment if later) or 30 June 2014.

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). 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 special provisions of Part 15 of the Companies Act

2006 relating to small companies.

ON BEHALF OF THE BOARD:

Michael Stewart Levy - Secretary

15 August 2014

We have audited the financial statements of Cognita Technologies Limited for the year ended 30 June 2014

which comprise the Profit and Loss Account, the Balance Sheet and the related notes 1 to 11. 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).

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 Auditing Practices Board's (APB'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 2014 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 matter prescribed by the Companies Act 2006

In our opinion 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.

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 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

15 August 2014

TURNOVER

78,093

32,992

Administrative expenses

10,399

7,862

OPERATING PROFIT and

PROFIT ON ORDINARY
ACTIVITIES BEFORE TAXATION

3

67,694

25,130

Tax on profit on ordinary activities

4

-

PROFIT FOR THE FINANCIAL
YEAR

67,694

25,130

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year or previous year.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the profits for the current year or previous year.

CURRENT ASSETS

Debtors

5

153,114

81,293

CREDITORS

Amounts falling due within one year

6

5,094,269

5,090,142

NET CURRENT LIABILITIES

(4,941,155

)

(5,008,849

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(4,941,155

)

(5,008,849

)

CAPITAL AND RESERVES

Called up share capital

7

1

Profit and loss account

8

(4,941,156

)

(5,008,850

)

SHAREHOLDERS' FUNDS

11

(4,941,155

)

(5,008,849

)

The financial statements were approved by the Board of Directors on 15 August 2014 and were signed on its
behalf by:

Michael Stewart Levy - Director

1.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention and in accordance

with applicable accounting standards.

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.

2.	STAFF COSTS

There were no staff costs for the year ended 30 June 2014 nor for the year ended 30 June 2013.

3.	OPERATING PROFIT

The operating profit is stated after charging:

2014

2013

£

Auditors' remuneration

1,000

Directors' remuneration

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose on ordinary activities for the year ended 30 June 2014 nor for

the year ended 30 June 2013.

Factors affecting the tax charge

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The

difference is explained below:

2014

2013

£

Profit on ordinary activities before tax

67,694

25,130

Profit on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 22.500% (2013 - 23.750%)

15,231

5,968

Effects of:

Losses brought forward and utilised

(15,231

)

(5,968

)

Current tax charge

-

Factors that may affect future tax charges

The tax losses carried forward at 30 June 2014 are approximately £5,400,000 (2013 - £5,500,000).

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

Amounts owed by group undertakings

153,072

81,244

VAT

42

49

153,114

81,293

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

Amounts owed to group undertakings

5,093,204

5,089,002

Accrued expenses

1,065

1,140

5,094,269

5,090,142

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

this will be repaid within one year.

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£

1

Ordinary

£1

1

8.

RESERVES

Profit

and loss

account

£

At 1 July 2013

(5,008,850

)

Profit for the year

67,694

At 30 June 2014

(4,941,156

)

9.	ULTIMATE PARENT COMPANY

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.

10.	TRANSACTIONS WITH DIRECTORS

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 £1,705 (2013: £1,674). At 30 June

2014 the amount outstanding was £Nil (2013: £Nil).

11.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£

Profit for the financial year

67,694

25,130

Net addition to shareholders' funds

67,694

25,130

Opening shareholders' funds

(5,008,849

)

(5,033,979

)

Closing shareholders' funds

(4,941,155

)

(5,008,849

)