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REGISTERED NUMBER: 11760782 (England and Wales)









Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

COMMERCETOOLS LTD

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Contents of the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 10

Balance Sheet 11

Statement of Changes in Equity 12

Cash Flow Statement 13

Notes to the Cash Flow Statement 14

Notes to the Financial Statements 15


COMMERCETOOLS LTD

Company Information
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: D Werner
D M J Hoerig





REGISTERED OFFICE: 43 Eagle Street
First Floor
London
WC1R 4AT





REGISTERED NUMBER: 11760782 (England and Wales)





AUDITORS: Gravita Audit Western Limited
Chartered Accountants and Statutory Auditors
Bath House
6-8 Bath Street
Bristol
BS1 6HL

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS
Turnover for the year to 31 December 2024 was in line with the directors' expectations at £15.4 million (2023: £13.7 million).

The company's total overheads increased during the year to £14.75 million, up from £13.12 million in 2023. The slight increase is considered normal for day to day running of the business.

The company recorded an operating profit of £621k for the year to 31 December 2024 (2023: £557k). The directors consider this to be in line with expectations.

Control of operating costs and administrative expenses continues to be a priority for the company and it aims to
maintain an operating profit position into the foreseeable future.

Net cash generated from operating activities amounted to an inflow of £948k for the year to 31 December 2024 (2023: £479k).

After accounting for the net increase in loans from group undertakings in the sum of £963k, the net cash outflow for the company for the year amounted to £131k (2023: £1.04 million).

As at 31 December 2024 cash and cash equivalents amounted to a £71k overdraft (2023: £61k cash surplus).

The directors believe that the company has sufficient working capital to meet its normal trading requirements.

The directors expect the company's level of trading to be maintained into the foreseeable future and no major changes are expected or other risks anticipated. The directors aim to maintain their current management policies.

Future developments
The company will continue to look at all opportunities to continue the growth and increased profitability of the
business.


COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
At the time of writing, inflation and higher interest rates are having a significant impact on the supply chain and
market place. However, the directors believe the company is in a strong position to adapt and overcome the
challenging times ahead.

Where financial risks do exist, the objectives of financial risk management are to minimise the risk of financial loss
and volatility as detailed below.

The business' principal financial instruments comprise bank balances, bank overdrafts, trade debtors, trade creditors, loans to the business and finance lease agreements. The main purpose of these instruments is to finance the business' operations.

Price risk, credit risk, liquidity risk and cash flow risk
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding
and flexibility through the use of overdrafts at floating rates of interest. All of the business' cash balances are held in
such a way that achieves a competitive rate of interest. The business makes use of money market facilities where funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to
customers and the regular monitoring of amounts outstanding for both time and credit limits. The amounts presented
in the balance sheet are net of allowances for doubtful debtors.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. Loans
comprise loans from financial institutions and related parties. The interest rates are both variable and fixed with
variable monthly repayments. The business manages the liquidity risk by ensuring that there are sufficient funds to
meet the payments.

The business is a lessee in respect of finance leased assets. The liquidity risk in respect of these is managed by
ensuring that there are sufficient funds to meet the payments.

ON BEHALF OF THE BOARD:





D Werner - Director


29 September 2025

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Report of the Directors
FOR THE YEAR ENDED 31 DECEMBER 2024


The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of sales and marketing support.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

D Werner
D M J Hoerig

POLITICAL DONATIONS AND EXPENDITURE
The company made no political donations and incurred no political expenditure during the year (2023: £nil).

DISCLOSURE IN THE STRATEGIC REPORT
The Companies Act 2006 (Strategic Report and Directors' Report) regulations 2013 requires a Strategic Report to be
prepared. Where mandatory disclosures in the Directors' Report are considered by the directors to be of strategic
importance these have been included within the Strategic Report rather than the Directors' Report in accordance with s.414C (11) Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they 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 these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting 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 adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Report of the Directors
FOR THE YEAR ENDED 31 DECEMBER 2024


AUDITORS
The auditor, Gravita Audit Western Limited, is deemed to have been reappointed in accordance with section 487 of the Companies Act 2006.

ON BEHALF OF THE BOARD:





D Werner - Director


29 September 2025

Report of the Independent Auditors to the Members of
Commercetools Ltd


Opinion
We have audited the financial statements of Commercetools Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of 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 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 December 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-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 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 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 Strategic Report and 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Commercetools Ltd


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 Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page four, 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 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.

Report of the Independent Auditors to the Members of
Commercetools Ltd


Auditors' 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

o We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which it operates. We determined the following laws and regulations of most significance were: Companies Act 2006, UK GAAP and UK corporate taxation laws.

o We obtained an understanding of how the company complies with those legal and regulatory frameworks by making inquiries of management.

o We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.

Audit procedures performed by the engagement team included:

o Identifying and assessing the effectiveness of controls management has in place to prevent and detect fraud;

o Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

o Challenging assumptions and judgements made by management in its significant accounting estimates;

o Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and assessing the extent of compliance with the relevant laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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.

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.

Report of the Independent Auditors to the Members of
Commercetools Ltd


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.




Matthew Bracher BSc FCA (Senior Statutory Auditor)
for and on behalf of Gravita Audit Western Limited
Chartered Accountants and Statutory Auditors
Bath House
6-8 Bath Street
Bristol
BS1 6HL

29 September 2025

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Income Statement
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

TURNOVER 3 15,371,944 13,679,057

Administrative expenses (14,750,855 ) (13,122,531 )
621,089 556,526

Other operating income 68 -
OPERATING PROFIT 5 621,157 556,526

Interest receivable and similar income 1,955 3,581
PROFIT BEFORE TAXATION 623,112 560,107

Tax on profit 7 (176,664 ) 52,239
PROFIT FOR THE FINANCIAL YEAR 446,448 612,346

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

446,448

612,346

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Balance Sheet
31 DECEMBER 2024

2024 2023
Notes £    £   
FIXED ASSETS
Tangible assets 8 139,865 77,661

CURRENT ASSETS
Debtors 9 1,266,862 287,518
Cash at bank 9,198 60,732
1,276,060 348,250
CREDITORS
Amounts falling due within one year 10 (1,198,640 ) (690,040 )
NET CURRENT ASSETS/(LIABILITIES) 77,420 (341,790 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

217,285

(264,129

)

PROVISIONS FOR LIABILITIES 13 (34,966 ) -
NET ASSETS/(LIABILITIES) 182,319 (264,129 )

CAPITAL AND RESERVES
Called up share capital 14 100 100
Retained earnings 15 182,219 (264,229 )
SHAREHOLDERS' FUNDS 182,319 (264,129 )

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:




D Werner - Director



D M J Hoerig - Director


COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 100 (876,575 ) (876,475 )

Changes in equity
Profit for the year - 612,346 612,346
Total comprehensive income - 612,346 612,346
Balance at 31 December 2023 100 (264,229 ) (264,129 )

Changes in equity
Profit for the year - 446,448 446,448
Total comprehensive income - 446,448 446,448
Balance at 31 December 2024 100 182,219 182,319

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 947,817 479,142
Net cash from operating activities 947,817 479,142

Cash flows from investing activities
Purchase of tangible fixed assets (117,767 ) (63,627 )
Sale of tangible fixed assets - 1,241
Interest received 1,955 3,581
Net cash from investing activities (115,812 ) (58,805 )

Cash flows from financing activities
Loan repayments in year (963,453 ) (1,463,004 )
Share issue - 100
Net cash from financing activities (963,453 ) (1,462,904 )

Decrease in cash and cash equivalents (131,448 ) (1,042,567 )
Cash and cash equivalents at beginning of
year

2

60,732

1,103,299

Cash and cash equivalents at end of year 2 (70,716 ) 60,732

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2024


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2024 2023
£    £   
Profit before taxation 623,112 560,107
Depreciation charges 55,563 34,669
Finance income (1,955 ) (3,581 )
676,720 591,195
(Increase)/decrease in trade and other debtors (68,130 ) 46,864
Increase/(decrease) in trade and other creditors 339,227 (158,917 )
Cash generated from operations 947,817 479,142

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 9,198 60,732
Bank overdrafts (79,914 ) -
(70,716 ) 60,732
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 60,732 1,103,299


3. ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank and in hand 60,732 (51,534 ) 9,198
Bank overdrafts - (79,914 ) (79,914 )
60,732 (131,448 ) (70,716 )
Total 60,732 (131,448 ) (70,716 )

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2024


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
The financial statements have been prepared in accordance with applicable accounting standards including
Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of
Ireland (FRS 102) and 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.

Significant judgements and estimates
In the application of the company's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

The valuation of the equity participation plans is considered an accounting estimate due to the assumptions required in measuring the liability. At 31 December 2024, the liability was £1,772,340 (2023: £1,699,644).

Turnover
The company’s revenue is derived from recharges to its parent company under a cost-plus arrangement. Costs incurred in operating the UK branch is recharged to the parent company at cost plus a 5% margin.

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, fittings & IT equipment - 33% on cost

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


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 Income Statement, 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 2024


2. ACCOUNTING POLICIES - continued

Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying an approximate exchange rate as at the date of the transaction. This rate is revised regularly through the course of the year.
Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit and loss.

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.

Share-based payments
The company has a contractual arrangement that grants employees virtual shares which mirror the value of the company’s actual shares. These virtual shares entitle participants to a cash or share settlement at a future date designated by the company.

The plan is accounted for as a cash-settled share-based payment. A liability is recognised for the services received, measured initially and at each reporting date at the fair value of the obligation, with changes recognised in profit or loss until settlement.

Leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Cross charge services 15,371,944 13,679,057
15,371,944 13,679,057

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
Europe 15,371,944 13,679,057
15,371,944 13,679,057

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 9,639,623 8,815,228
Social security costs 1,237,353 1,228,866
Other pension costs 544,423 429,521
11,421,399 10,473,615

The average number of employees during the year was as follows:
2024 2023

Administrative staff 80 70

2024 2023
£    £   
Directors' remuneration - -

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Depreciation - owned assets 55,563 34,669
Foreign exchange differences (68 ) 1,589
Other operating leases 285,640 205,186
Auditors remuneration 10,370 6,100

6. AUDITORS' REMUNERATION
2024 2023
£    £   
Fees payable to the company's auditors for the audit of the company's
financial statements

6,405

6,100

7. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 89,459 -

Deferred tax 87,205 (52,239 )
Tax on profit 176,664 (52,239 )

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


7. TAXATION - continued

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 623,112 560,107
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 25%)

155,778

140,027

Effects of:
Expenses not deductible for tax purposes 28,448 26,579
Income not taxable for tax purposes (14,934 ) (13,393 )
Capital allowances in excess of depreciation (16,658 ) (7,620 )
Utilisation of tax losses (63,175 ) (145,593 )
Deferred tax movement 87,205 (52,239 )
Total tax charge/(credit) 176,664 (52,239 )

8. TANGIBLE FIXED ASSETS
Fixtures,
fittings
& IT
equipment
£   
COST
At 1 January 2024 124,850
Additions 117,767
At 31 December 2024 242,617
DEPRECIATION
At 1 January 2024 47,189
Charge for year 55,563
At 31 December 2024 102,752
NET BOOK VALUE
At 31 December 2024 139,865
At 31 December 2023 77,661

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Amounts owed by group undertakings 1,004,536 41,083
Other debtors 58,524 71,082
VAT 59,643 36,830
Deferred tax asset
Other timing differences - 52,239
Prepayments and accrued income 144,159 86,284
1,266,862 287,518

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts (see note 11) 79,914 -
Trade creditors 58,272 87,265
Tax 89,459 -
Other creditors - 75,181
Accrued expenses 970,995 527,594
1,198,640 690,040

11. LOANS

An analysis of the maturity of loans is given below:

2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 79,914 -

12. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Within one year 145,318 177,705
Between one and five years 242,198 -
387,516 177,705

13. PROVISIONS FOR LIABILITIES
2024
£   
Deferred tax
Other timing differences 34,966

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


13. PROVISIONS FOR LIABILITIES - continued

Deferred
tax
£   
Balance at 1 January 2024 (52,239 )
Provided during year 15,551
Utilised during year 71,654
Balance at 31 December 2024 34,966

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
100 Ordinary 1 100 100

15. RESERVES
Retained
earnings
£   

At 1 January 2024 (264,229 )
Profit for the year 446,448
At 31 December 2024 182,219

16. PENSION COMMITMENTS

Pension contributions of £0 (2023 - £74,150) due to be paid to the pension scheme administrator were held by the company at the year end and are included within other creditors.

17. 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.

18. ULTIMATE CONTROLLING PARTY

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

COMMERCETOOLS LTD (REGISTERED NUMBER: 11760782)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2024


19. SHARE-BASED PAYMENT TRANSACTIONS

Nature of the arrangement
The company operates an equity participation plan under which is a contractual agreement that provides the employee with virtual shares which hold the right to a cash or share settlement at a future event designated by the employer. The company promises to reward the phantom stockholder with the equivalent value of the company's actual stock at a future date (i.e. exit event).

Terms and vesting conditions

• Awards vest after 4 years’ continuous service.
• Settlement is conditional on continued employment at the vesting date.

Measurement basis
The liability is measured at fair value at each reporting date, using a valuation model based on the latest available group share price and expected settlement profile. Fair value is reassessed at each reporting date and at settlement, with changes recognised in profit or loss.

Expense recognised
The total share-based payment expense recognised in the year was £72,696 (2023: £713,644), fully recharged to the parent.

Carrying amount of liability
At 31 December 2024, the carrying amount of the liability arising from the plan was £1,766,736 (2023: £1,694,040).

Reconciliation of liability
2024

Opening balance1,699,644
Expenses recognised in the year72,696
Cash paid on settlement-
Closing balance1,772,340