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Registered number: 11827738 KOOLTRA INTERNATIONAL LIMITED UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
KOOLTRA INTERNATIONAL LIMITED CONTENTS
| Page
Company information | 1
Balance sheet | 2 - 3
Notes to the financial statements | 4 - 9
KOOLTRA INTERNATIONAL LIMITED COMPANY INFORMATION
Director | A Katz
Company secretary | Taylor Wessing Secretaries Limited
Registered number | 11827738
Registered office | 5 New Street Square
| London
| EC4A 3TW
Accountants | Blick Rothenberg Limited
| Chartered Accountants
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
|  | REGISTERED NUMBER:11827738
KOOLTRA INTERNATIONAL LIMITED BALANCE SHEET AS AT 31 MARCH 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 98,674 |  | 70,624 |
|  | 98,674 |  | 70,624 |
Creditors: amounts falling due within one year | 6 | (31,358) |  | (13,798) |
Net current assets |  |  | 67,316 |  | 56,826
Total assets less current liabilities |  |  | 67,316 |  | 56,826
Net assets |  |  | 67,316 |  | 56,826
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 1,000 |  | 1,000
Profit and loss account |  |  | 66,316 |  | 55,826
Total equity |  |  | 67,316 |  | 56,826
Page 2
|  | REGISTERED NUMBER:11827738
KOOLTRA INTERNATIONAL LIMITED BALANCE SHEET (CONTINUED) AS AT 31 MARCH 2026 The director considers 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 director acknowledges his 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 profit and loss account 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:
A Katz
Director
Date: 20 August 2026
The notes on pages 4 to 9 form part of these financial statements. Page 3
KOOLTRA INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. | General information
Kooltra International Limited is a private company limited by shares incorporated in England and Wales. Its registered office is 5 New Street Square, London, EC4A 3TW. The financial statements are presented in Sterling (£). 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The company provides sales and business development support services to Kooltra Limited, it's immediate parent company, and as such is inextricably linked, both operationally and financially to its parent. The director of the company has received assurances from the company's immediate parent company confirming its intention to support the company for a period of at least twelve months from the date of approval of these financial statements. Having considered the financial results and position of the parent and after having made enquiries of the directors of the parent undertaking, the director has a reasonable expectation that the parent undertaking will continue to be able to provide financial support to the company. Accordingly, the director continues to adopt the going concern basis in preparing the financial statements.
| 2.3 | Revenue
Revenue represents amounts receivable for services. The services are rendered to Kooltra Limited, the company's sole shareholder, under a cost plus arrangement. Page 4
KOOLTRA INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.4 | Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition the financial liability component is recorded at its fair value. The fair value of the liability component is estimated using the prevailing market interest rate for a similar instrument without equity features. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised in equity and not subsequently remeasured. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including amounts owed by group undertakings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including other creditors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. Page 5
KOOLTRA INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued) Impairment of financial assets (continued) For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
| 2.5 | Share capital
Ordinary shares are classified as equity.
| 2.6 | 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 6
KOOLTRA INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.7 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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. Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income 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. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.8 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Page 7
KOOLTRA INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, which are described in note 2, the following judgements and key estimates have been made by the director: Share-based payments The company participates in an equity settled share based payment arrangement in which share options in its parent company are issued to employees of the company. The fair value of the options is calculated using the Black-Scholes methodology. The market value of the shares at the grant date is calculated using a weighted market value of invested capital approach. The estimated level of vesting is reviewed annually by management. The key assumptions of these approaches are a volatility rate of 45.38%, a lack of marketability of 33.4% and a retention rate of 100%.
4. | Employees
| The average monthly number of employees, including directors, during the year was 2 (2025 - 2).
5. | Debtors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 92,872 | 65,646
| Deferred taxation | 5,802 | 4,978
|  | 98,674 | 70,624
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax | 7,782 | 4,497
| Accruals and deferred income | 23,576 | 9,301
|  | 31,358 | 13,798
7. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Shares classified as equity
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2025 - 1,000) Ordinary shares of £1.00 each | 1,000 | 1,000
Page 8
KOOLTRA INTERNATIONAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
8. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
9. | Parent undertaking
The parent undertaking of the smallest and largest group of undertakings for which group financial statements are drawn up and of which the company is a member is Kooltra Limited, whose registered office address is 333 Bay Street, Suite 2400, Toronto, CA, ON, M5H 2T6.
Page 9