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Company No: 11760782 (England and Wales)

COMMERCETOOLS LTD

Annual Report and Financial Statements
For the financial year ended 31 December 2025

COMMERCETOOLS LTD

Annual Report and Financial Statements

For the financial year ended 31 December 2025

Contents

COMMERCETOOLS LTD

COMPANY INFORMATION

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2025
DIRECTORS D M J Hoerig
D Werner
REGISTERED OFFICE 43 Eagle Street First Floor
London
WC1R 4AT
United Kingdom
COMPANY NUMBER 11760782 (England and Wales)
AUDITOR Gravita Audit Western Limited
Statutory Auditor
2nd Floor, South
One Castle Park
Tower Hill
Bristol
BS2 0JA
United Kingdom
COMMERCETOOLS LTD

STRATEGIC REPORT

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

STRATEGIC REPORT (continued)

For the financial year ended 31 December 2025

The directors present their Strategic Report for the financial year ended 31 December 2025.

REVIEW OF THE BUSINESS

Turnover for the year to 31 December 2025 was in line with the directors' expectations at £17.7 million (2024: £15.4 million).

The company's total overheads increased during the year to £17.05 million, up from £14.75 million in 2024. The slight change is considered normal for day to day running of the business.

The company recorded an operating profit of £706k for the year to 31 December 2025 (2024: £621k). 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 £1,116k for the year to 31 December 2025 (2024: £948k).

After accounting for investing activities of £92k (2024: £116k), and the net decrease in loans from group undertakings in the sum of £500k (2024: £963k), the net cash inflow for the company for the year amounted to £524k (2024: outflow of £131k).

As at 31 December 2025 cash and cash equivalents amounted to £453k (2024: £71k overdraft).

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.

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 and loans to the business. 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.

FUTURE DEVELOPMENTS

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

Approved by the Board of Directors and signed on its behalf by:

D Werner
Director
D M J Hoerig
Director
43 Eagle Street First Floor
London
WC1R 4AT
United Kingdom

14 September 2026

COMMERCETOOLS LTD

DIRECTORS' REPORT

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

DIRECTORS' REPORT (continued)

For the financial year ended 31 December 2025

The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2025.

PRINCIPAL ACTIVITIES

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 2025

FUTURE DEVELOPMENTS

Details of future developments can be found in the Strategic Report.

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

D M J Hoerig
D Werner

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.

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:

- So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
- The director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Gravita Audit Western Limited have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.



Approved by the Board of Directors and signed on its behalf by:

D Werner
Director
D M J Hoerig
Director
43 Eagle Street First Floor
London
WC1R 4AT
United Kingdom

14 September 2026

COMMERCETOOLS LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

DIRECTORS' RESPONSIBILITIES STATEMENT (continued)

For the financial year ended 31 December 2025

The directors are responsible for preparing the annual report 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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 financial 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;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* 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. The directors 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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COMMERCETOOLS LTD

For the financial year ended 31 December 2025

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COMMERCETOOLS LTD (continued)

For the financial year ended 31 December 2025

Opinion

We have audited the financial statements of CommerceTools Ltd for the financial year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows, the accounting policies, and the related notes 1 to 21, including 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 of CommerceTools Ltd (the ‘Company’):
* Give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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)). Our responsibilities under those standards are further described in the auditor's 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are 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 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.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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 and the Directors' Report. We have nothing to report in respect of the following matters in relation to which 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 Directors’ Responsibilities Statement, 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 is 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.

Auditor’s 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 an auditor's report 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

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

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit 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 Discussions with management and those charged with governance to enquire of any known instances of non-compliance with laws and regulations or fraud;
o Reading board minutes for evidence of breaches of laws and regulations and reading relevant correspondence;
o Substantively tested the recognition and completeness of the Company's revenue streams;
o Identifying and assessing the controls management has in place to prevent and detect fraud;
o Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
o Assessing the extent of compliance with the relevant laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

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 auditor’s 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.

Alan Sanders BA FCA (Senior Statutory Auditor)
For and on behalf of
Gravita Audit Western Limited
Statutory Auditor

2nd Floor, South
One Castle Park
Tower Hill
Bristol
BS2 0JA
United Kingdom

14 September 2026

COMMERCETOOLS LTD

STATEMENT OF COMPREHENSIVE INCOME

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

STATEMENT OF COMPREHENSIVE INCOME (continued)

For the financial year ended 31 December 2025
Note 2025 2024
£ £
Turnover 3 17,741,018 15,371,944
Administrative expenses ( 17,049,343) ( 14,750,787)
Other operating income 14,350 0
Operating profit 706,025 621,157
Interest receivable and similar income 4 301 1,955
Interest payable and similar expenses 4 ( 85) 0
Profit before taxation 5 706,241 623,112
Tax on profit 9 ( 178,553) ( 176,664)
Profit for the financial year 527,688 446,448
Other comprehensive income 0 0
Total comprehensive income 527,688 446,448
COMMERCETOOLS LTD

BALANCE SHEET

As at 31 December 2025
COMMERCETOOLS LTD

BALANCE SHEET (continued)

As at 31 December 2025
Note 2025 2024
£ £
Fixed assets
Tangible assets 10 163,194 139,865
163,194 139,865
Current assets
Debtors 11 1,886,172 1,266,862
Cash at bank and in hand 12 453,396 9,198
2,339,568 1,276,060
Creditors: amounts falling due within one year 13 ( 1,765,149) ( 1,198,640)
Net current assets 574,419 77,420
Total assets less current liabilities 737,613 217,285
Provision for liabilities 14 ( 27,606) ( 34,966)
Net assets 710,007 182,319
Capital and reserves 16
Called-up share capital 100 100
Profit and loss account 709,907 182,219
Total shareholder's funds 710,007 182,319

The financial statements of CommerceTools Ltd (registered number: 11760782) were approved and authorised for issue by the Board of Directors on 14 September 2026. They were signed on its behalf by:

D Werner
Director
D M J Hoerig
Director
COMMERCETOOLS LTD

STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 31 December 2025
Called-up share capital Profit and loss account Total
£ £ £
At 01 January 2024 100 ( 264,229) ( 264,129)
Profit for the financial year 0 446,448 446,448
Total comprehensive income 0 446,448 446,448
At 31 December 2024 100 182,219 182,319
At 01 January 2025 100 182,219 182,319
Profit for the financial year 0 527,688 527,688
Total comprehensive income 0 527,688 527,688
At 31 December 2025 100 709,907 710,007
COMMERCETOOLS LTD

STATEMENT OF CASH FLOWS

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

STATEMENT OF CASH FLOWS (continued)

For the financial year ended 31 December 2025
2025 2024
£ £
Net cash flows from operating activities (note 17) 1,116,291 947,817
Cash flows from investing activities
Interest received 301 1,955
Purchase of tangible fixed assets (92,728) (117,767)
Net cash flows from investing activities ( 92,427) ( 115,812)
Cash flows from financing activities
Repayments of borrowings ( 499,752) ( 963,453)
Net cash flows from financing activities ( 499,752) ( 963,453)
Net increase/(decrease) in cash and cash equivalents 524,112 ( 131,448)
Cash and cash equivalents at beginning of year ( 70,716) 60,732
Cash and cash equivalents at end of year 453,396 ( 70,716)
Reconciliation to cash at bank and in hand:
Cash at bank and in hand at end of year 453,396 ( 70,716)
Cash and cash equivalents at end of year 453,396 ( 70,716)
COMMERCETOOLS LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2025
COMMERCETOOLS LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2025
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

Commercetools Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number and registered 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.

General information and basis of accounting

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.

Foreign currency

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.

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.

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 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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment 3 years straight line
Leases

The Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.

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.

Basic 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.

Basic 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.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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.

2. Critical accounting judgements and key sources of estimation uncertainty

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.

**Virtual Share Option Plan (VSOP)**
Employees of the company participate in a Virtual Share Option Plan operated by Commercetools GmbH, the ultimate parent undertaking. A significant judgement was made in determining whether the company has a present legal or constructive obligation in respect of awards granted under the plan. Having considered the substance of the arrangement, management concluded that the obligation is borne by and settled by the parent undertaking and that the company acts only as a participating group entity. Accordingly, no share-based payment liability or related expense has been recognised in these financial statements. The arrangement is accounted for at group level by the parent undertaking.

3. Turnover

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

Breakdown by business class

An analysis of the Company's turnover by class of business is set out below.

2025 2024
£ £
Cross charge services 17,741,018 15,371,944

Breakdown by geographical market:

An analysis of the Company's turnover by geographical market is set out below.

2025 2024
£ £
Europe 17,741,018 15,371,944

4. Interest receivable and interest payable

2025 2024
£ £
Interest receivable and similar income 301 1,955
Interest payable and similar expenses ( 85) 0
216 1,955

5. Profit before taxation

Profit before taxation is stated after charging/(crediting):

2025 2024
£ £
Depreciation of tangible fixed assets (note 10) 69,399 55,563
Operating lease rentals 285,113 285,640
Foreign exchange losses/(gains) 47 ( 68)
Auditors remuneration 6,725 6,405

6. Auditor's remuneration

An analysis of the auditor's remuneration is as follows:

2025 2024
£ £
Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: 6,725 6,405
Total audit fees 6,725 6,405

7. Staff number and costs

2025 2024
Number Number
The average monthly number of employees (including directors) was:
Administrative staff 89 80

Their aggregate remuneration comprised:

2025 2024
£ £
Wages and salaries 11,280,067 9,639,623
Social security costs 1,372,486 1,237,353
Other retirement benefit costs 560,775 544,423
13,213,328 11,421,399

8. Directors' remuneration

The Directors' received no remuneration during the current or previous financial year.

9. Tax on profit

2025 2024
£ £
Current tax on profit
UK corporation tax 185,913 89,459
Deferred tax 0 0
Total current tax 185,913 89,459
Deferred tax
Origination and reversal of timing differences ( 7,360) 87,205
Total deferred tax ( 7,360) 87,205
Total tax on profit 178,553 176,664
Tax reconciliation

The tax assessed for the year is the same as the standard rate of corporation tax in the UK.

2025 2024
£ £
Profit before taxation 706,241 623,112
Tax on profit at standard UK corporation tax rate of 25% (2024: 25%) 176,560 155,778
Effects of:
Expenses not deductible for tax purposes 15,338 28,448
Income not taxable in determining taxable profit ( 3,741) ( 14,934)
Capital allowances in excess of depreciation (2,244) (16,658)
Deferred tax movement (7,360) 87,205
Utilisation of tax losses 0 (63,175)
Total tax charge for year 178,553 176,664

10. Tangible assets

Office equipment Total
£ £
Cost
At 01 January 2025 242,617 242,617
Additions 92,728 92,728
At 31 December 2025 335,345 335,345
Accumulated depreciation
At 01 January 2025 102,752 102,752
Charge for the financial year 69,399 69,399
At 31 December 2025 172,151 172,151
Net book value
At 31 December 2025 163,194 163,194
At 31 December 2024 139,865 139,865

11. Debtors

2025 2024
£ £
Amounts owed by Group undertakings (note 18) 1,504,288 1,004,536
VAT recoverable 68,045 59,643
Other debtors 73,883 58,524
Prepayments 239,956 144,159
1,886,172 1,266,862

12. Cash and cash equivalents

2025 2024
£ £
Cash at bank and in hand 453,396 9,198
Less: Bank overdrafts 0 ( 79,914)
453,396 (70,716)

13. Creditors: amounts falling due within one year

2025 2024
£ £
Bank overdrafts 0 79,914
Trade creditors 101,521 58,271
Corporation tax 135,913 89,459
Other taxation and social security 234 0
Accruals and deferred income 1,420,371 970,996
Other creditors 107,110 0
1,765,149 1,198,640

14. Provision for liabilities

Deferred taxation Total
£ £
At 01 January 2025 34,966 34,966
Credited to the Profit and Loss Account ( 7,360) ( 7,360)
At 31 December 2025 27,606 27,606

Deferred tax

2025 2024
£ £
Other timing differences 27,606 34,966
Provision for deferred tax 27,606 34,966

15. Deferred tax

2025 2024
£ £
At the beginning of financial year ( 34,966) 52,239
Credited/(charged) to the Profit and Loss Account 7,360 ( 87,205)
At the end of financial year ( 27,606) ( 34,966)

16. Called-up share capital and reserves

2025 2024
£ £
Allotted, called-up and fully-paid
100 Ordinary shares of £ 1.00 each 100 100
Presented as follows:
Called-up share capital presented as equity 100 100

The Company's other reserves are as follows:

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

17. Statement of Cash Flows

2025 2024
£ £
Operating profit 706,025 621,157
Adjustment for:
Depreciation and amortisation 69,398 55,563
Operating cash flows before movement in working capital 775,423 676,720
Increase in debtors ( 119,558) ( 68,130)
Increase in creditors 599,970 339,227
Cash generated by operations 1,255,835 947,817
Income taxes paid ( 139,544) 0
Net cash flows from operating activities 1,116,291 947,817

18. Related party transactions

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.

19. Pension Commitments

Pension contributions of £107,110 (2024 - £nil) due to be paid to the pension scheme administrator were held by the company at the year end and are included within other creditors.

20. Leasing Agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025 2024
£ £
Within one year 223,398 145,318
Between one and five years 305,091 242,198
528,489 387,516

21. Controlling party

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