| COMMERCIS COMMUNICATIONS LTD |
| Strategic Report |
|
| The director presents his strategic report for the year ended 31 December 2024. |
|
| Business review |
| The results for the year and the financial position of the company is as shown in the financial statement. |
| The total turnover of the company during the period amounted to $7,678,027; 2023: $8,516,902 and profit/(loss) before tax of $60,527; 2023: ($1,027,734). |
| The Shareholder's deficit at the period end was ($880,027); 2023: ($940,904). |
| Principal risks and uncertainties |
| The director is responsible for the company's system of internal controls and for reviewing its effectiveness. The internal control system is designed to manage, rather than eliminate the risk of failure to achieve the company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. |
| The impact of the war in Ukraine as well as wider global economic uncertainty continues to impact directly and indirectly the UK economy. These factors lead to increasing input costs, higher costs of living and reduced levels of consumer income. This may result in a slowdown in the economy leading to customers delaying purchasing decisions, as well as inflationary pressures on the Company's labour, material and service costs. Specifically inflated energy prices could impact the Company's operational costs, particularly for running data centres & network infrastructure. Additionally, it may also increase the level of counter-party credit and currency risk faced by the Company. Furthermore, a potential recession could diminish business confidence leading to reduced economic activity, increased unemployment which (when combined with an increased cost of living) could lead to reduced revenue. |
| The Company performs ongoing reviews of external trends and performance. Specifically, the Company continues to monitor the impact of the wider global economic uncertainty and has developed plans to respond to a range of potential scenarios. This includes specific plans that cater for changes in market conditions, complications with the movement and availability of the workforce,pressure on the supply chain, delays in delivery of materials and components, changes in exchange rates and pricing impact of increased tariff and commodity costs. The Company has increased and diversified its supply chain, increased training resources and worked to secure relevant employee visas. |
| The Company continues to focus on its organizational efficiency as it moves through its business lifecycle and regularly optimises its procurement activity in line with its business priorities and increasing scale. |
| Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The principal credit risk for the Company arises from its trade debtors.In order to manage the credit risk, the director set credit limits for customers, and actively monitor customers that do not pay on time. |
| Foreign currency exchange risk can be high during uncertain economic climate when income is received in dollars and some salaries and overheads in UK are payables in sterling. |
| The Company implement natural hedging strategies such as matching currencies flows in their business operations by aligning import and export currencies or financing in local currencies. |
| Liquidity risk arises from the Company's management of working capital and the finance charges and principal repayments on its debt instruments as well as its ability to access and secure adequate equity and debt funding during the network build phase of its business lifecycle. it is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due, and could affect its ability to invest, win work or pay dividends. |
| The Company manages liquidity such that it always has sufficient liquidity to meet its liabilities when due. The Company continually monitors and stress tests its liquidity position by preparing and sensitising both short and long term cashflow forecasts. Funding arrangements are reviewed regularly and approved by the Board. |
| Going concern |
| The director refers to Note 1 of the financial statements which indicate that the Company has net liabilities of ($880,027); 2023: ($940,904). The Company's ability to continue as a going concern is dependent on the continued financial support from its ultimate parent undertaking, Commercis plc and continued availability of the bank loan facilities. |
| Considering the company's current resources and review of the financial forecasts and projections, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from approval of the financial statements. |
|
| Financial key performance indicators |
|
2024 |
2023 |
|
$ |
$ |
|
| Profit/(Loss) before taxation |
60,527 |
(1,027,734) |
| Net (liabilities)/ assets |
(880,027) |
(940,904) |
|
|
|
| This report was approved by the board on 2 September 2025 and signed on its behalf. |
|
|
|
| Mr Alan Afrasiab |
| Director |
|
|
| 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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. |
|
| Material uncertainty related to going concern |
| We draw attention to the financial statements, which indicate that the Company has made a profit after tax of $60,877 but remains in a net liability position of $880,027. Although the Company has returned to profitability in the current year, the net liability position gives rise to uncertainty regarding the Company’s ability to continue as a going concern. Based on financial projections, however, the Directors have assessed that the Company will be able to meet their liabilities as they fall due over the next twelve months from the date of approval of these financial statements. |
| After careful assessment of the forecasts provided, we conclude it to be both reasonable and attainable. The Company has demonstrated resilience in overcoming significant external challenges, such as the global economic downturn, persistent staffing issues, and rising inflationary costs. Their ability to navigate these obstacles reflects strong management and strategic planning, which has contributed to their ongoing stability. Furthermore, the company's approach to addressing these challenges has been proactive and measured, helping them to mitigate risks and maintain operational continuity. |
| Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
|
| Other information |
| The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is responsible for the other information contained within the Annual Report. 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. 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 course of 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 Directors' Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and |
| ● |
the Directors' Report has been prepared in accordance with applicable legal requirements. |
|
| Matters on which we are required to report by exception |
|
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. Our audit procedures were designed to respond to the risk faced by the company, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
| We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, financial reporting legislation, the Companies Act 2006, distributable profits legislation and UK pensions and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| 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 Auditors' Report. |
|
| 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 an Auditors' Report 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. |
|
|
| Krishna Prasad Dahal |
42-44 Bishopsgate |
| (Senior Statutory Auditor) |
London |
| for and on behalf of |
England |
| McMillan Woods Audits Limited |
EC2N 4AH |
| Chartered Certified Accountants and Statutory Auditors |
| 2 September 2025 |
|
| COMMERCIS COMMUNICATIONS LTD |
| Notes to the Accounts |
| for the year ended 31 December 2024 |
|
| 1 |
Summary of significant 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 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. |
|
|
Going concern |
|
The Company made a profit/(loss) after tax of $60,877 and had net current liabilities of ($1,001,810) and net liabilities of ($880,027). The Director has assessed the going concern risks to the Company and has concluded that: |
|
Financial projections indicate that the Company will continue to meet its liabilities as they fall due over the next twelve months from the date of approval of these financial statements. |
|
Based on these indicators the Director believe that it remains appropriate to prepare the Company financial statements on a going concern basis. There are no material uncertainties relating to this going concern conclusion. |
|
|
Turnover |
|
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
|
|
Tangible fixed assets |
|
Fixtures and fittings |
Straight line 5 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. |
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
|
|
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. |
|
|
Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction.
At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
|
| 2 |
Critical accounting estimates and judgements |
|
|
The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. |
|
Judgements used in preparation of these financial statements include the ownership of an asset, which is only transferred when substantially all the significant risks and rewards of that particular asset are transferred. Estimates used in preparation of these financial statements include the recoverable amounts of the various categories of fixed assets and determination of their appropriate depreciation policies. Assumptions used in the preparation of these financial statements ignore the effect of technological obsolescence on stock. |
|
The company makes estimates and assumptions concerning the future. The resulting accounting estimates, will by definition, seldom equal the related actual results. There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year. |
|
|
| 3 |
Analysis of turnover |
2024 |
|
2023 |
| $ |
$ |
|
|
Sale of goods |
7,678,027 |
|
8,516,902 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
7,678,027 |
|
8,516,902 |
|
|
|
|
|
|
|
|
|
|
| 4 |
Staff costs |
2024 |
|
2023 |
| $ |
$ |
|
|
Wages and salaries |
474,232 |
|
296,418 |
|
Social security costs |
94,314 |
|
99,427 |
|
Other pension costs |
15,009 |
|
19,754 |
|
|
|
|
|
|
583,555 |
|
415,599 |
|
|
|
|
|
|
|
|
|
|
| 5 |
Average number of employees during the year |
Number |
Number |
|
|
Administration |
3 |
|
1 |
|
Engineering |
1 |
|
1 |
|
Sales |
2 |
|
1 |
|
|
|
|
|
|
6 |
|
3 |
|
|
|
|
|
|
|
|
|
|
| 6 |
Taxation |
2024 |
|
2023 |
| $ |
$ |
|
Analysis of charge in period |
|
Deferred tax: |
|
Origination and reversal of timing differences |
(350) |
|
(256,465) |
|
|
|
|
|
|
|
|
|
|
|
Deferred tax on loss on ordinary activities |
(350) |
|
(256,465) |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2024 |
|
2023 |
| $ |
$ |
|
Profit/(loss) on ordinary activities before tax |
60,527 |
|
(1,027,734) |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25% |
|
25% |
|
| $ |
$ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
15,132 |
|
(256,934) |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
1,400 |
|
1,075 |
|
Capital allowances for period in excess of depreciation |
- |
|
(2,439) |
|
Utilisation of tax losses |
(61,927) |
|
(1,026,611) |
|
|
Current tax charge for period |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7 |
Tangible fixed assets |
|
|
|
|
Plant and machinery |
|
Fixtures, fittings, tools and equipment |
|
Total |
|
|
|
|
At cost |
|
At cost |
| $ |
$ |
$ |
|
Cost or valuation |
|
At 1 January 2024 |
6,720 |
|
3,556 |
|
10,276 |
|
At 31 December 2024 |
6,720 |
|
3,556 |
|
10,276 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 January 2024 |
3,273 |
|
263 |
|
3,536 |
|
Charge for the year |
689 |
|
711 |
|
1,400 |
|
At 31 December 2024 |
3,962 |
|
974 |
|
4,936 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2024 |
2,758 |
|
2,582 |
|
5,340 |
|
At 31 December 2023 |
3,447 |
|
3,293 |
|
6,740 |
|
|
|
|
|
|
|
|
|
|
|
| 8 |
Investments |
| Investments in |
| subsidiary |
| undertakings |
| $ |
|
Cost |
|
At 1 January 2024 |
123,937 |
|
Additions |
291 |
|
|
At 31 December 2024 |
124,228 |
|
| 9 |
Stocks |
2024 |
|
2023 |
| $ |
$ |
|
|
Finished goods and goods for resale |
5,537 |
|
27,757 |
|
|
|
|
|
|
|
|
|
|
| 10 |
Debtors |
2024 |
|
2023 |
| $ |
$ |
|
|
Trade debtors |
(152,399) |
|
(342,817) |
|
Deferred tax asset (see note 13) |
|
|
|
|
278,696 |
|
278,346 |
|
Prepayments and accrued income |
- |
|
2,500 |
|
|
|
|
|
|
126,297 |
|
(61,971) |
|
|
|
|
|
|
|
|
|
|
| 11 |
Creditors: amounts falling due within one year |
2024 |
|
2023 |
| $ |
$ |
|
|
Trade creditors |
10,738 |
|
50,004 |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
790,430 |
|
863,697 |
|
Other taxes and social security costs |
7,295 |
|
1,510 |
|
Other creditors |
315,430 |
|
377,015 |
|
Accruals and deferred income |
20,525 |
|
17,284 |
|
|
|
|
|
|
1,144,418 |
|
1,309,510 |
|
|
|
|
|
|
|
|
|
|
| 12 |
Creditors: amounts falling due after one year |
2024 |
|
2023 |
| $ |
$ |
|
|
Other creditors |
- |
|
123,936 |
|
|
|
|
|
|
|
|
|
|
| 13 |
Deferred taxation |
2024 |
|
2023 |
| $ |
$ |
|
|
Accelerated capital allowances |
(278,696) |
|
(278,346) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
| $ |
$ |
|
|
At 1 January |
(278,346) |
|
(21,881) |
|
Credited to the profit and loss account |
(350) |
|
(256,465) |
|
|
At 31 December |
(278,696) |
|
(278,346) |
|
|
|
|
|
|
|
|
|
|
|
| 14 |
Provisions for Impairment |
|
|
|
|
|
|
|
|
Impairment |
| $ |
|
At 1 January 2024 |
7,785 |
|
|
At 31 December 2024 |
7,785 |
|
|
|
|
|
|
|
|
|
|
|
| 15 |
Share capital |
Nominal |
|
2024 |
|
2024 |
|
2023 |
| value |
Number |
$ |
$ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
$1.27 |
|
10,000 |
|
12,760 |
|
12,760 |
|
|
|
|
|
|
|
|
|
|
| 16 |
Profit and loss account |
2024 |
|
2023 |
| $ |
$ |
|
|
At 1 January |
(953,664) |
|
(182,395) |
|
Profit/(loss) for the financial year |
60,877 |
|
(771,269) |
|
|
At 31 December |
(892,787) |
|
(953,664) |
|
|
|
|
|
|
|
|
|
|
| 17 |
Related party transactions |
|
|
Advantage has been taken of the exemption available under FRS 102 para 33.1A Reduced Disclosure Framework not to disclose transactions with other wholly owned members of the group. |
|
|
| 18 |
Controlling party |
|
|
Commercis PLC became the ultimate controlling party for Commercis Communications Ltd post year end on 1 February 2021. Commercis PLC is a Public Limited Company and incorporated in England. Its registered office is Third Floor, 6-8 James Street, London W1U 1ED. |
|
|
| 19 |
Presentation currency |
|
|
The financial statements are presented in USD. |
|
|
| 20 |
Legal form of entity and country of incorporation |
|
|
Commercis Communications Ltd is a private company limited by shares and incorporated in England. |
|
|
Third Floor |
|
6 - 8 James Street |
|
London |
|
United Kingdom |
|
W1U 1ED |