1.
General Information
Komerz Ltd
is a private company, limited by shares, incorporated in England & Wales, registered number
14546258
. The registered office is 8a The Ark, 201 Talgarth Road, London, England, W6 8BJ.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2.
Going Concern Disclosure
The directors believe that the going concern basis is not appropriate as the company has no realistic alternative but to cease trading (or go into liquidation, or the directors intend to cease trading or place the company into liquidation) (Explain the basis of the conclusion and accounting policies applied in preparing the financial statements etc.)
2.3.
Significant judgements and estimations
The key estimate and assumption made in applying the accounting policies relates to the fair value of the
shares issued as consideration for acquisition of the subsidiaries in the year.
Provisions
Provisions are recognised when the company has an obligation at the reporting date as a result of a past event which it is probable will result in the transfer of economic benefits and that obligation can be estimated reliably. Provisions are measured at the best estimate of the amounts required to settle the obligation
2.4.
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 is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
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. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.5.
Intangible Fixed Assets and Amortisation - Other Intangible
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the
asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives.
Komerz Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
2.6.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are initially measured at cost and subsequently measured at cost net of depreciation
and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets and goodwill to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
| Plant & Machinery |
|
| Fixtures & Fittings |
|
| Computer Equipment |
|
2.7.
Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
2.8.
Foreign Currencies
Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.
alPosition] date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.9.
Taxation
The tax expense represents the sum of the current tax expense. Current tax assets are recognised when tax paid exceeds the tax payable
Current tax is based on taxable profit for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date. . Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.
Komerz Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
2.10.
Pensions
Defined contribution plans
For defined contribution schemes, the amount charged to profit or loss is the contributions payable in the
year. Differences between contributions payable in the year and contributions actually paid are shown as
either accruals or prepayments. The assets of the schemes are held separately from the company in
independently administered funds.
The company operates a defined pension contribution scheme. Contributions are charged to the income
statement as they become payable in accordance with the rules of the scheme.
2.11.
Exceptional costs
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2025
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2024
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£
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£
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Share based payment expense
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1,007,019
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1,007,019
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The share-based payment expense relates to shares issued to employees of the group for no consideration. The fair value of these share-based payment transactions has been calculated using an expected enterprise value of the shares at the issuance date. There was no vesting period associated with the shares, and therefore the share-based payment expense has been recorded fully in profit and loss for the year.
2.12.
Employee share option plan
The company operates an Employee Benefit Trust (EBT) and has de facto control of the shares held by the trust
and bears their benefits and risks. The company records assets and liabilities of the trust as its own.
Consideration paid by the EBT scheme for shares of the company is deducted from equity. Finance costs and
administrative expenses incurred by the company in relation to the EBT are recognised on an accruals basis.
3.
Average Number of Employees
Average number of employees, including directors, during the year was: 13 (2024: 3)
4.
Intangible Assets
| Other | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 January 2025 |
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| Additions |
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| As at 31 December 2025 |
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| Amortisation | |||
| As at 1 January 2025 |
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| As at 31 December 2025 |
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| Net Book Value | |||
| As at 31 December 2025 |
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| As at 1 January 2025 |
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Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at
cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives.
Komerz Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
5.
Tangible Assets
| Plant & Machinery | Computer Equipment | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 1 January 2025 |
|
|
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| Additions |
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|
| As at 31 December 2025 |
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| Depreciation | |||
| As at 1 January 2025 |
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| Provided during the period |
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( |
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| As at 31 December 2025 |
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| Net Book Value | |||
| As at 31 December 2025 |
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| As at 1 January 2025 |
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6.
Investments
6.
Investments - continued
| Unlisted | |
|---|---|
| £ | |
| Cost or Valuation | |
| As at 1 January 2025 |
|
| Additions |
|
| As at 31 December 2025 |
|
| Provision | |
| As at 1 January 2025 |
|
| As at 31 December 2025 |
|
| Net Book Value | |
| As at 31 December 2025 |
|
| As at 1 January 2025 |
|
On 31 December 2025, the company acquired the business of Tails Trading Ltd, Glassbox Solutions Pvt Ltd,
Komerz US Inc and Great Wines Direct Ltd through share for share exchange. In accordance with Companies
Act 2006 Section 612, merger relief has been applied in connection with the share for share exchange
transactions whereby the excess of the fair value of the shares issued over their nominal value has been
recorded in a separate merger reserve rather than within share premium.
The consideration was satisfied through the issue of 2,301,837 ordinary shares by the company for
consideration of £56,190,920 inclusive of £221,343 acquisition related costs. The shares issued as
consideration were valued using the fair value of Komerz Ltd shares at the relevant transaction date.
In respect of the Glassbox Solutions Pvt Ltd and Great Wines Direct Ltd acquisitions, share options over shares
held by the company's EBT were issued as consideration. Where these options had no employee service
conditions they have been treated as deferred shares consideration and included within the company's cost of
investment. Options with employee service conditions and performance criteria are classed as share-based
payments, and accordingly a share-based payment will be recognised in profit and loss over the vesting period
with effect from 1 January 2026.
Following the acquisitions the final valuation of shares issued as consideration was at £29.18 per share, giving
total consideration of approximately c.£55.97m. The share price was based on an overall valuation of the
company of £223m.
...CONTINUED
Komerz Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
On 7 March 2025, Komerz India Pvt Ltd was incorporated in India as a wholly owned subsidiary of Komerz Ltd.
7.
Stocks
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Stock |
|
|
|
8.
Debtors
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors |
|
|
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| Other debtors | 5,307 | 125,925 | |
|
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| Due after more than one year | |||
| Amounts owed by group undertakings | 193,765 | - | |
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9.
Creditors: Amounts Falling Due Within One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
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| Other loans |
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|
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| Other creditors | 291,167 | 167,652 | |
| Taxation and social security |
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10.
Creditors: Amounts Falling Due After More Than One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Other loans |
|
|
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| Other creditors | 660,207 | 42,917 | |
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Komerz Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2025
12.
Reserves
| Share Premium | EBT reserve | Other reserves | Merger reserve | Profit and Loss Account | |
|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | |
| As at 1 January 2025 |
|
|
|
|
( |
| Loss for the year and total comprehensive income | - | - | - | - |
( |
| Arising on shares issued during the period | - | - | - | - | - |
| Purchase of own shares |
|
( |
|
- |
|
| Share capital reduction |
|
|
|
- | - |
| Movements in fair value reserve | - | - | - | 38,825,181 | - |
| As at 31 December 2025 |
|
( |
|
|
( |
Share premium
The share premium account represents the excess of consideration received for shares issued over their
nominal value, excluding amounts recorded within the merger reserve.
Other reserve
The other reserve is an equity reserve representing the fair value of deferred shares consideration. The shares
are held by the EBT and are subject to share options where no employee service or performance criteria exist.
When the shares are issued the other reserve will be transferred to the merger relief reserve.
EBT reserve
The EBT reserve represents the shares held by the Employee Benefit Trust.
Merger reserve
The merger relief reserve has arisen following the company's issuance of shares as consideration for
acquisition in the year where merger relief under the Companies Act 2006 applies.
13. Shares held by Employee Benefit Trust
Shares held by the Employee Benefit Trust (EBT) are distributed to employees through the Employee Share
Option Scheme. The EBT purchases shares from the company and holds them until such time as the options
are exercised. The transactions, assets and liabilities of the EBT have been treated as those of the company.
During the year, the EBT acquired 991,009 ordinary shares at par value. Of these shares, options over 762,773
ordinary have been granted to employees, and the remaining 228,236 ordinary shares have not yet been
allocated for share option awards.