REGISTERED NUMBER: |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
COMMERCETOOLS LTD |
REGISTERED NUMBER: |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 6 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
CAPITAL AND RESERVES |
Called up share capital |
Retained earnings | ( |
) | ( |
) |
( |
) | ( |
) |
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 |
COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782) |
Notes to the Financial Statements |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | COMPANY INFORMATION |
Commercetools Ltd is a |
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 |
Fixtures and fittings | - |
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 |
4. | TANGIBLE FIXED ASSETS |
Fixtures |
and |
fittings |
£ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
VAT |
Deferred tax asset |
Other timing differences | 52,239 | - |
Prepayments and accrued income |
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 |
Amounts owed to group undertakings |
Other creditors |
Accrued expenses |
7. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
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. |