IRIS Accounts Production v24.2.0.383 11760782 Board of Directors Board of Directors 1.1.23 31.12.23 31.12.23 25.9.24 false true false false true false Auditors Opinion iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh117607822022-12-31117607822023-12-31117607822023-01-012023-12-31117607822021-12-31117607822022-01-012022-12-31117607822022-12-3111760782ns15:EnglandWales2023-01-012023-12-3111760782ns14:PoundSterling2023-01-012023-12-3111760782ns10:Director12023-01-012023-12-3111760782ns10:Director22023-01-012023-12-3111760782ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3111760782ns10:SmallEntities2023-01-012023-12-3111760782ns10:Audited2023-01-012023-12-3111760782ns10:SmallCompaniesRegimeForDirectorsReport2023-01-012023-12-3111760782ns10:SmallCompaniesRegimeForAccounts2023-01-012023-12-3111760782ns10:FullAccounts2023-01-012023-12-3111760782ns10:RegisteredOffice2023-01-012023-12-3111760782ns5:CurrentFinancialInstruments2023-12-3111760782ns5:CurrentFinancialInstruments2022-12-3111760782ns5:ShareCapital2023-12-3111760782ns5:ShareCapital2022-12-3111760782ns5:RetainedEarningsAccumulatedLosses2023-12-3111760782ns5:RetainedEarningsAccumulatedLosses2022-12-3111760782ns5:FurnitureFittings2023-01-012023-12-3111760782ns5:FurnitureFittings2022-12-3111760782ns5:FurnitureFittings2023-12-3111760782ns5:FurnitureFittings2022-12-3111760782ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3111760782ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3111760782ns5:WithinOneYear2023-12-3111760782ns5:WithinOneYear2022-12-31
REGISTERED NUMBER: 11760782 (England and Wales)









Financial Statements

for the Year Ended 31 December 2023

for

COMMERCETOOLS LTD

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Contents of the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


COMMERCETOOLS LTD

Company Information
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: D Werner
D M J Hoerig





REGISTERED OFFICE: The London Office
167-169 Great Portland Street
5th Floor
London
W1W 5PF





REGISTERED NUMBER: 11760782 (England and Wales)





AUDITORS: Haines Watts (Western) Limited
Chartered Accountants and Statutory Auditors
Bath House
6-8 Bath Street
Bristol
BS1 6HL

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Balance Sheet
31 DECEMBER 2023

2023 2022
Notes £    £   
FIXED ASSETS
Tangible assets 4 77,661 49,944

CURRENT ASSETS
Debtors 5 287,518 240,760
Cash at bank and in hand 60,732 1,103,299
348,250 1,344,059
CREDITORS
Amounts falling due within one year 6 (690,040 ) (2,270,478 )
NET CURRENT LIABILITIES (341,790 ) (926,419 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(264,129

)

(876,475

)

CAPITAL AND RESERVES
Called up share capital 100 100
Retained earnings (264,229 ) (876,575 )
(264,129 ) (876,475 )

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2024 and were signed on its behalf by:




D Werner - Director



D M J Hoerig - Director


COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2023


1. COMPANY INFORMATION

Commercetools Ltd 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.

The company's principal activities and nature of its operations are those of sales and marketing support.

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" ("FRS 102") and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

Going concern
The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment on their business. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

This assumes that the company will have sufficient financial resources to continue trading. As at 31 December 2023 the company has a deficiency of assets of £264,129 (2022: £876,475).

The parent company, commercetools GmbH has indicated that it will provide continued support to the company for at least a period of twelve months from the date these accounts were approved. On that basis the directors expect current liabilities to be met as they fall due and that the going concern basis of preparation of the financial statements remains appropriate.

Turnover
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 33% on cost

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial assets
Basic financial assets, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities
Basic financial liabilities, including trade and other creditors and amounts due to group undertakings 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. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

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 70 (2022 - 43 ) .

4. TANGIBLE FIXED ASSETS
Fixtures
and
fittings
£   
COST
At 1 January 2023 62,620
Additions 63,627
Disposals (1,397 )
At 31 December 2023 124,850
DEPRECIATION
At 1 January 2023 12,676
Charge for year 34,669
Eliminated on disposal (156 )
At 31 December 2023 47,189
NET BOOK VALUE
At 31 December 2023 77,661
At 31 December 2022 49,944

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 41,083 -
Other debtors 71,082 41,160
VAT 36,830 69,015
Deferred tax asset
Other timing differences 52,239 -
Prepayments and accrued income 86,284 130,585
287,518 240,760

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 87,265 320,421
Amounts owed to group undertakings - 1,421,521
Other creditors 75,181 56,259
Accrued expenses 527,594 472,277
690,040 2,270,478

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 177,705 145,450

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Matthew Bracher BSc FCA (Senior Statutory Auditor)
for and on behalf of Haines Watts (Western) Limited

9. PENSION COMMITMENTS

Pension contributions of £74,150 (2022 - £54,692) due to be paid to the pension scheme administrator were held by the company at the year end and are included within other creditors.

10. RELATED PARTY DISCLOSURES

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 entities within the group.

11. ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of commercetools GmbH, a company based in Germany.

12. EMPLOYEES INCENTIVE SCHEME

The company operates an incentive scheme whereby the employees are entitled to a bonus based on the increase in deemed market value of the company. This deemed market value is formulaic based on the fair value of the share options at the end of the financial year. The scheme started in April 2022 and the present value of the bonus accruing at 31 December 2023 under the scheme totals £1,699,644 of which £948,195 has been charged to the profit and loss account (2022: £986,000). The bonus is payable only when certain conditions are met.