Colortokens UK Limited

Registered number

10789448

Report and Financial Statements

31 May 2025

Colortokens UK Limited
Report and accounts
Contents




Page

Company information	1
Director's report	2
Independent auditor's report	3
Profit and loss account	4
Balance sheet	5
Statement of changes in equity	6
Notes to the financial statements	7

Colortokens UK Limited

Company Information

Director

Hutoxi Parvez Irani

Vikram Nandlal Mangharam

Auditors

Mark Arber Limited

71-75 Shelton Street

London

WC2H 9JQ

Registered office

C/O Tax Partners

60 Grays Inn Road

London

England

WC1X 8AQ

Registered number

10789448

Colortokens UK Limited
Director's Report

The directors present their report and financial statements for the year ended 31 May 2025.

Principal activities
The principal activity of the company for the year changed to being a cost centre for its US parent, Colortokens Inc.

Directors
The following persons served as directors during the year:

	Hutoxi Parvez Irani
	Vikram Nandlal Mangharam (resigned 22 May 2026)

Principal risks and uncertainties
The principal risk associated with the company is one of liquidity risk in that the company’s funding requirements are entirely met by remittances from its parent company,


Director's responsibilities

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

The Companies Act 2006 requires the directors to prepare financial statements for each financial year which 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 those financial statements, the directors are required to:
●	select suitable accounting policies and then apply them consistently;
●	make judgements and 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company. 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.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.


Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and
●	They have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.


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

This report was approved by the board on 25 February 2026 and signed on its behalf.

Hutoxi Parvez Irani
Director

Colortokens UK Limited
Independent auditor's report
to the member of Colortokens UK Limited

Opinion

We have audited the financial statements of Colortokens UK Limited (the 'company') for the year ended 31 May 2025 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including 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 the 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 May 2025 and of its profit for the year then ended;
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
●	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 Auditor’s 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
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 this gives rise to a material misstatement in the financial statements themselves. 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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
●	the strategic report and the directors’ report have 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 in relation to which 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.

Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, 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 is 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.

Auditor’s 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Detecting irregularities:
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
- We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
- We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. Where the risk was considered to be high, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.
- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.
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.

Mark Arber (Senior Statutory Auditor)
for and on behalf of Mark Arber Limited
Chartered Certified Accountants & Statutory Auditors
71-75 Shelton Street
London
WC2H 9JQ
23 June 2026

Colortokens UK Limited
Profit and loss account
for the year ended 31 May 2025


Notes		2025		2024
£			£

Administrative expenses		(676,734)		(730,470)
Other operating income	3	725,888		782,888

Operating profit		49,154		52,418

Interest receivable		-		97
Interest payable		(14,588)		(15,139)

Profit on ordinary activities before taxation		34,566		37,376

Tax on profit on ordinary activities	6	(8,452)		(9,186)

Profit for the financial year		26,114		28,190

Colortokens UK Limited
Balance Sheet
as at 31 May 2025			Registered number:			10789448

Notes			2025			2024
£				£
Fixed assets
Tangible assets	7		3,580			5,237

Current assets
Debtors	8	374,432			316,940
Cash at bank and in hand		22,594			48,871
		397,026			365,811

Creditors: amounts falling due within one year	9	(403,127)			(399,269)

Net current liabilities			(6,101)			(33,458)

Total assets less current liabilities			(2,521)			(28,221)


Provisions for liabilities
Deferred taxation	11		(896)			(1,310)

Net liabilities			(3,417)			(29,531)

Capital and reserves
Called up share capital	12		1,000			1,000
Profit and loss account			(4,417)			(30,531)

Total equity			(3,417)			(29,531)




Hutoxi Parvez Irani
Director
Approved by the board on 25 February 2026

Colortokens UK Limited
Statement of Changes in Equity
for the year ended 31 May 2025

Share		Profit		Total
capital		and loss
account
£		£		£

At 1 June 2023	1,000		(58,721)		(57,721)

Profit for the financial year			28,190		28,190


At 31 May 2024	1,000		(30,531)		(29,531)



At 1 June 2024	1,000		(30,531)		(29,531)

Profit for the financial year			26,114		26,114

At 31 May 2025	1,000		(4,417)		(3,417)

Colortokens UK Limited
Notes to the Accounts
for the year ended 31 May 2025

1	Company information

	Legal form of entity and country of incorporation
	Colortokens UK Limited (formerly Cognore Holdings Ltd) is a limited company incorporated (Company No. 10789448) in England.

	Principal place of business
	The address of the company's registered office is C/O Tax Partners, Chartered Accountants, 60 Grays Inn Road, London, England, WC1X 8AQ

	Presentation currency
	The financial statements are prepared in Sterling which is the function and presentation currency.


2	Accounting policies

	Basis of preparation
	The financial statements have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.The financial statements have been prepared on the historical cost basis. The company, being a small entity, has taken exemption from preparing a statement of cash flows. The following principal accounting policies have been applied consistently to all periods presented in these financial statements.

	Going concern
	The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

	The directors have assessed the cash flow position for a period of at least 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period. Those assessments are dependent on Colortokens Inc. USA, providing continued financial support during that period. Colortokens Inc. USA has confirmed its intention to continue to make available such funds as are needed by the company for the period covered by the assessment. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

	Turnover
	Turnover is the total amount receivable by the company for services provided, excluding VAT and trade discounts. Turnover is recognised when the related services are performed.

	Tangible fixed assets

	Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

	Plant and machinery			straight line method over 4 years


	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

	Debtors
	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

	Creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

	Taxation
	A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

	Foreign currency
	Profit and loss account transactions in foreign currencies are translated into sterling at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies arc translated into sterling at the closing rates at the balance sheet date and the exchange differences are included in the profit and loss account. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency arc translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation arc recognised in the profit and loss account (except for differences arising on the retranslation of qualifying cash flow hedges and items which arc fair valued with changes taken to other comprehensive income. which are recognised in other comprehensive income).

	Pensions
	Contributions to defined contribution plans are expensed in the period to which they relate.

3	Other operating income			2025		2024
£					£

	Expenses recharged to the parent company during the year			725,888		782,888


4	Auditor’s remuneration			2025		2024
£					£

	Fees payable to the company’s auditors for the audit of the company’s Financial statements			2,600		2,555

5	Employees			2025		2024
Number					Number
	Including directors
	Average number of persons employed by the company			6		6
				6		6

6	Taxation			2025		2024
£					£
	Current tax on profit during the year			8,866		8,073
	Deferred tax – timing differences – capital allowance			(414)		1,113

				8,452		9,186

7	Tangible fixed assets
						Plant and machinery

£
	Cost or valuation
	At 1 June 2024					6,627
	Additions					-
	At 31 May 2025					6,627

	Depreciation
	At 1 June 2024					1,390
	Charge for the year					1,657
	At 31 May 2025					3,047

	Carrying amount
	At 31 May 2025					3,580
	At 31 May 2024					5,237




8	Debtors			2025		2024
£					£

	Amounts owed by group undertakings			334,780		306,778
	Other debtors			39,652		10,162
				374,432		316,940



9	Creditors: amounts falling due within one year			2025		2024
£					£

	Trade creditors			3,947		222
	Amounts owed to group undertakings			338,197		323,609
	Corporation tax			8,633		8,073
	Other taxes and social security costs			47,501		40,593
	Other creditors			4,849		26,772
				403,127		399,269


10	Indebtedness, guarantees and financial commitments

	The parent company Colortokens Inc. has a fixed and floating charge over the assets of the company.


11	Deferred taxation			2025		2024
£					£

	Accelerated capital allowances			896		1,310


				2025		2024
£					£

	At 1 June			1,310		197
	(Credited)/charged to the profit and loss account			(414)		1,113

	At 31 May			896		1,310



12	Share capital	2025		2025		2024
Number			£		£
	Allotted, called up and fully paid:
	Ordinary shares of £1 each	1,000		1,000		1,000



12	Related party transactions

	The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, not to disclose related party transactions with wholly owned subsidiaries within the group.

14	Controlling party

	The company is a subsidiary of Colortokens, Inc. a general corporation registered (file number 5628251) in the state of Delaware, United States of America which is owned by Mr Nitin Mehta, a US national resident in USA. So, Mr Mehta is the ultimate controlling party.