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Walkme UK Limited
Registered number: 11552207
Annual Report
For the year ended 31 December 2024
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WALKME UK LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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Floor 8, Assembly Building C
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WALKME UK LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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WALKME UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his strategic report and the audited financial statements of Walkme UK Limited ('the company') for the year ended 31 December 2024.
The company provides a cloud-based Digital Adoption Platform that enables organizations to better realize the value of their software investments. The Digital Adoption Platform drives the success of digital transformation initiatives by empowering the company’s customers with critical business insights to increase software adoption and improve user experiences for their employees and customers. The company is a wholly owned subsidiary of WalkMe Ltd.
Principal risks and uncertainties
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The company is not exposed to significant financial risks, investment risk or foreign exchange uncertainty. However, the company has minimal exposure to the below risks:
Credit risk
The risk that the counterparty will be unable to pay amounts when they fall due. The management monitors exposure, assessing credit worthiness of counterparties and prudent estimates of provision for doubtful debts.
Liquidity risk
The risk that the company will be unable to meet its financial requirements. To guard against this risk, assets are managed with liquidity in mind maintaining a healthy balance of cash and cash equivalents. The maturity profile monitored to ensure adequate liquidity is maintained.
Currency risk
The company is exposed to changes in foreign currency exchange rates on sales, purchases and cash that are denominated in a currency other than the respective functional currency of the company. The management believes that the structure of cash flows within the company is balanced to provide a secure position against the foreign currency risk.
Financial key performance indicators
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Management uses revenue growth as the most significant key performance indicator for the company’s business. The company’s revenue for the year ended 31 December 2024 was $16,096,264, 16% growth compared to $13,877,477 for the year ended 31 December 2023.
This report was approved by the board and signed on its behalf by:
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WALKME UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his report and the audited financial statements for the year ended 31 December 2024.
The principal activity of the company during the year is the provision of software solutions for effective use in digital application. The company is engaged primarily in sales of the company’s product in the European market.
In September 2024, the ultimate parent undertaking and controlling party, Walkme Ltd, completed a merger with SAP. Following the merger, the company's ultimate parent company is SAP SE.
The directors who served during the year and to the date of this report were:
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H Ynon (resigned 30 June 2025)
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The loss for the year, after taxation, amounted to $672,348 (2023: loss of $167,146).
No dividends were paid during the year (2023: $nil).
Director's responsibilities statement
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The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 period.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the company's financial statements 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 director 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 to 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.
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WALKME UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Political and Charitable donations
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There were no charitable donations during 2024. In 2023 the Company made 2 charitable donations to Help The Hunger Project and NOAH Enterprise, at the amounts of $358 and $100, respectively. No political donations have been made (2023: $nil).
The financial statements are prepared on a going concern basis. The company remains assured of the financial support by the parent company. The director has received confirmation that the parent company will continue to support the company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due in the foreseeable future. On this basis, the director considers it appropriate to prepare the financial statements on a going concern basis.
Economic impact of global events
UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The director has carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The director has taken account of these potential impacts in their going concern assessment.
The company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Future Developments
The company expects to continue to grow in the future.
Qualifying third party indemnity provisions
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The company’s parent, WalkMe Ltd, has made qualifying third-party indemnity provisions for the benefit of the director of the company, which remain in force as of the date of this report. No claim or notice of a claim in respect of these indemnities has been received during the year.
Matters covered in the Strategic Report
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As permitted by paragraph 1A of schedule 7 to the Large and Medium Sized Companies (Accounts and Reports) Regulations 2008, certain matters which are required to be disclosed in the director's report have been omitted as they are included in the strategic report on page 1. These issues relate to the risks associated with financial instruments, which are included under the principal risks and uncertainties section.
Disclosure of information to auditor
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The director at the time when this Director's Report is approved has confirmed 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.
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WALKME UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
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Following the year end, Walkme Middle East, the subsidiary of the Company, entered into liquidation. No adjustments have been made in relation to this event, as the conditions for liquidation did not exist at the reporting date.
There have been no other significant events affecting the company since the year-end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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WALKME UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WALKME UK LIMITED
Opinion
We have audited the financial statements of Walkme UK Limited (the ‘company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and 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 FRS 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 loss 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 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 director's 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 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 auditor’s 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.
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WALKME UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WALKME UK LIMITED
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 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Director's 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 director's 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 Director's Responsibilities Statement set out on page 2, the director is 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 director determines 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 director is 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 either the director intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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WALKME UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WALKME UK LIMITED
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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. Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙discussing with the director and management their policies and procedures regarding compliance with laws and regulations;
∙communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the director's and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙making enquiries of the director and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙discussing amongst the engagement team the risks of fraud; and
∙addressing the risks of fraud through management override of controls by performing journal entry testing.
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WALKME UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WALKME UK LIMITED
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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.
Jonathan Marchant (Senior statutory auditor)
For and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
Floor 8, Assembly Building C
Cheese Lane
Bristol
BS2 0JJ
24 September 2025
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WALKME UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Loss for the financial year
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Other comprehensive income
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Total comprehensive loss for the year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 12 to 28 form part of these financial statements.
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WALKME UK LIMITED
REGISTERED NUMBER: 11552207
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Share-based payment reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 28 form part of these financial statements.
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WALKME UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Share-based payment reserve
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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Share-based payment reclass to liability
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The notes on pages 12 to 28 form part of these financial statements.
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Walkme UK Limited is a private company limited by shares incorporated in England and Wales. The company's registered number is 11552207. The address of its registered office is 30 Old Bailey, London, United Kingdom, EC4M 7AU. The principal place of business of the company is 1 King William Street, London, EC4N 7AF.
The principal activity of the company during the year is the provision of software solutions for effective use in digital application. The company is engaged primarily in sales of the company’s product in the European market.
In September 2024, the ultimate parent undertaking and controlling party, Walkme Ltd, completed a merger with SAP SE, a European stock corporation under the laws of Germany and the European Union. Following the merger, the company's ultimate parent company is SAP SE.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The company's functional and presentation currency is US Dollar as this is currency in which company undertakes it major financial transactions and is rounded to the nearest dollar.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The company is a parent company that is exempt from preparing consolidated accounts under section 405 of the companies act 2006, whereby the inclusion of the results of the subsidiary are not material to the purpose of giving a true and fair view.
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7;
∙the requirement of Section 29 Pillar 2 Disclosures paragraph 29.28(b) and 29.29.
This information is included in the consolidated financial statements of WalkMe Ltd as at 31 December 2024 and these financial statements may be obtained from 1 Walter Moses St, Tel Aviv, Israel, 6789903.
The financial statements are prepared on a going concern basis. The company remains assured of the financial support by the parent company. The director has received confirmation that the parent company will continue to support the company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due in the foreseeable future. On this basis, the director considers it appropriate to prepare the financial statements on a going concern basis.
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentation currency is USD.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
Share-based compensation expense related to employees, consultants, and directors is measured based on the grant-date fair value of the awards and the fair-value is charged to the Statement of Comprehensive Income over the vesting period. Market vesting conditions are factored into the fair value of the options granted.
The fair value of each option was estimated on the date of grant using the Black & Scholes valuation model, and for ESPP awards the company uses a Monte Carlo simulation model which utilizes multiple inputs to estimate payout level and the probability that market conditions will be achieved. The fair value of each RSU is based on the fair value of the parent company’s ordinary shares on the date of grant. Share-based compensation is recognised based on the graded method.
Following WalkMe LTD's merger with SAP SE on 12 September 2024, outstanding equity awards granted previously by Walkme Ltd were converted into SAP SE’s share awards according to a specified ratio, which is computed based on the share merger consideration of US$14.00 divided by SAP SE’s average share price for the ten consecutive trading days, ending on the third trading day prior to the acquisition date. Costs are then recharged to the company according to the shares' fair value at the vesting date. All SAP SE awards are revalued according to the year-end share price net of forfeiture estimate and presented as a liability to be settled in cash. Any changes in the fair value of the liability are recognised as employee benefits expenses in comprehensive income. Awards which were not converted into SAP SE’s share awards as outlined in the parent company’s merger agreement were converted to a right to receive future cash payments based on the share merger consideration of US$14.00 net of option costs if exists.
The fair values of Move SAP cash-settled awards are measured based on the SAP SE share price at grant date and are remeasured to fair value at each reporting date until the award is settled. The fair value is recognised in comprehensive income over the period in which the employees become unconditionally entitled to the rights, with a corresponding increase in liabilities. Any changes in the fair value of the liability are recognised as expenses in comprehensive income.
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
As an exception to the requirements, an entity shall not take into account the effects of Pillar Two legislation when measuring deferred tax assets and deferred tax liabilities.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Investments in subsidiaries are measured at cost less accumulated impairment.
- 16 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.
Financial assets
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is identified, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and its recoverable amount, which is an estimate of the amount that the company would receive for the asset if it were to be sold at the reporting date.
Financial liabilities
Basic financial liabilities, including trade and other payables are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the debt instrument is measured at the present value of the future receipts discontinued at a rate of interest.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transactions price and subsequently measured at amortised costs.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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.
- 17 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the company’s accounting policies, the director is required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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.
3.1 Critical judgements in applying the company’s accounting policies
Income tax treatment
Consistent with the provisions of IFRIC23, Uncertainty over Income Tax Treatments, the company recognises the effect of income tax positions only if those positions are probable of being sustained. Recognised income tax positions are measured at the largest amount that are probable of being realised. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of December 31, 2024, the total amount of gross unrecognised tax was $584k, this is included within corporation tax in note 14. The company recognises interest and penalties related to unrecognised tax benefits as income tax expense. Although the company believes that it has adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement, there is no assurance that the final tax outcome of its tax audits will not be different from that which is reflected in the company’s income tax provisions.
Analysis of turnover by country of destination:
- 18 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating (loss)/profit is stated after charging:
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Depreciation of tangible assets
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During the year, the company obtained the following services from the company's auditor:
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Fees payable to the company's auditor for the audit of the company's financial statements
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Staff costs were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the director, during the year was as follows:
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- 19 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Directors' remuneration was borne by the parent undertaking Walkme Ltd during the current year and prior year. The amount of any remuneration, paid to the directors, for services rendered to Walkme UK Limited, cannot be reliably estimated.
Key management personnel is considered to be the director of the company only.
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Taxation on profit on ordinary activities
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The director considers that it is beneficial for the faithful representation of the financial statements to present the unrecognised tax benefit separately from the current tax on profits for the year. The prior year figures have been adjusted to allow for comparison. The effect of this adjustment is entirely contained within note 9 and has had no impact on the net reserve position of the company.
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- 20 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of25% (2023:23.5%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.5%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Share-based payment compensation
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Total tax charge for the year
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Factors that may affect future tax charges
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As of the date of authorisation of these financial statements, there are no known factors that may affect future tax charges.
Pillar Two
The entity is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in England, the jurisdiction in which the entity is incorporated and came into effect from 1 January 2024. The entity applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to Section 29 issued in July 2023. Under the legislation, the group is liable to pay a top-up tax for the difference between the GloBE effective tax rate for each jurisdiction and the 15% minimum rate. WalkMe UK Limited has an effective tax rate that exceeds 15%, therefore is not expected to have to pay any top-up taxes under the enacted legislation.
- 21 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the company:
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Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E
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- 23 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Deferred sales commissions
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Other debtors include $83,993 (2023: $nil) in relation to rent deposits.
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Amounts owed by group undertakings
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Deferred sales commissions
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
Other debtors include $10,918 (2023: $91,145) in relation to rent deposits.
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Cash and cash equivalents
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- 24 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Cash-settled share-based payments liability
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Cash-settled share-based payments liability
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Accruals and deferred income
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Charged to profit or loss
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- 25 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
16.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Temporary differences related to share-based payments
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Other temporary differences
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Allotted, called up and fully paid
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100 ordinary shares (2023: 100) of £0.01 each
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The company has one class of ordinary shares; each share has attached to them full voting, dividend and capital distribution rights.
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Share-based payments reserve
The share-based payments reserve represents the cumulative amounts charged through the profit and loss account in relation to equity-settled RSUs and share options.
Profit and loss account
The profit and loss account contains all current and prior period retained earnings.
- 26 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The company participates in the parent company's Share Incentive Plan ("Plan"). Under the Plan the parent company, WalkMe Ltd, has granted share options and Restricted Share Unit (“RSU”) to eligible employees. Each option granted under the Plan expires no later than 10 years from the date of grant. Options and RSUs vest usually over four years of commencement of employment or services. At 31 December 2024 there were nil (2023: 100,388) outstanding options, 11,008 SAP SE share RSUs and $166,278 cash-settled awards (2023: 217,173 WalkMe share RSUs) in relation to UK employees.
The company employees are also eligible to participate in the Employee Share Purchase Plan (“ESPP”). The ESPP permits participants to purchase the Parent Company’s ordinary shares through contributions in the form of payroll deductions or otherwise to the extent permitted by the Company, of up to 15% of their eligible compensation (as defined in the ESPP). Amounts contributed and accumulated by the participant will be used to purchase the Parent Company’s ordinary shares at the end of each offering period. The purchase price of the shares will be 85% of the lower of the fair market value of the Parent Company’s ordinary shares on the first trading day of the offering period or on the exercise date.
In addition to the WalkMe Plans, the Company grants virtual units under Move Plan representing a contingent right to receive a cash payment that is determined by the SAP SE share price prior to the vesting date and the number of share units that ultimately vest. The Company has classified the plan as cash-settled as the Company has the obligation to settle it in cash. Move virtual units vest over a period of three years.
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The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund, and to a separate provident fund, amounted to $444,149 (2023: $472,137). Contributions totalling $48,407 (2023: $64,034) were payable to the fund at the balance sheet date.
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Commitments under operating leases
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At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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The company had future minimum lease payments due under non-cancellable operating leases of £292,500 (2023: £nil). The future lease payments have been converted at the year-end exchange rate.
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Related party transactions
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The company is a wholly owned subsidiary of WalkMe Ltd, whose ultimate parent company is SAP SE, and as such has taken advantage of the exemption permitted by Section 33 ‘Related party disclosures’ not to provide disclosures of transactions entered into with other wholly-owned members of the group.
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- 27 -
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WALKME UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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Following the year end, Walkme Middle East, the subsidiary of the Company, entered into liquidation. No adjustments have been made in relation to this event, as the conditions for liquidation did not exist at the reporting date.
There have been no other significant events affecting the company since the year-end.
Before mid-September 2024, the ultimate parent undertaking and controlling party of Walkme UK Limited was WalkMe Ltd, a company incorporated in Israel. The address of its registered office is 1 Walter Moses St, Tel Aviv, Israel, 6789903.
From mid-September 2024, the immediate parent undertaking continued to be Walkme Ltd but the ultimate controlling party is SAP SE, a company incorporated in Germany. The address of its registered office is Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
The smallest group into which the results of the company are consolidated is that headed by WalkMe Ltd. The consolidated accounts are not publicly available.
The largest group into which the results of the company are consolidated is that headed by SAP SE. The consolidated accounts are publicly available and may be obtained from https://www.sap.com/investors /en/financial -documents-and-events .html.
- 28 -
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