WP_Engine_(UK)_Limited

WP Engine (UK) Limited

Directors' report

The directors present their report and the audited financial statements for the year ended 31 December 2024.

Principal activity

The principal activity of the company is providing premium managed hosting services for websites and applications built with WordPress across various markets.

Results

The profit for the year, after taxation, amounted to £561,777 (2023: £571,588). Net assets as of 31 December 2024 were £4,774,355 (2023: £3,988,363).

Directors

The directors who served during the year and up to the date of signing these financial statements were:

H J Brunner

C B Costello

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' 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.

Small companies exemptions

In preparing this report, the directors have taken advantage of the small companies exemptions provided by Section 415A of the Companies Act 2006.

Strategic report

The directors have taken the small companies exemption under Section 414 (B) of the Companies Act 2006 (Strategic and Directors' Report) Regulations 2013, not to prepare a Strategic report for presentation with these financial statements.

Political and charitable contributions

The company made £3,206 charitable donations during the year (2023: £3,500). The company made no political contributions during the year (2023: £nil).

WP Engine (UK) Limited

Directors' report (continued)

Going concern

After making enquiries and preparing projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period to 30 September 2026. As its key customer, the company is reliant on the continuance of its parent company, WP Engine, Inc. WP Engine, Inc. has provided a parental support letter which states that it will provide financial support and the directors have assessed that WP Engine, Inc. has the ability to provide this support. The directors made detailed enquiries, including confirmation of the strong liquidity position announced by WP Engine, Inc. and review of the latest financial results including the latest financial statements signed on 30 April 2025. After making these detailed enquiries, the directors are confident that WP Engine, Inc. has sufficient resources to enable it to provide financial support. The directors consider that the going concern assumption is appropriate have prepared the financial statements on a going concern basis. This assumes that the company will have adequate resources to continue in operational existence through meeting its liabilities as they come due. Additionally, the ongoing conflict between Israel and Hamas has not caused a significant impact to WP Engine Inc's operations.

Geopolitical events

The ongoing conflict between Israel and Hamas continues to contribute to volatility in the global economy. While the economic impacts of the Israel-Hamas war remain uncertain and subject to change, entities with operations, suppliers, or customers in Israel, the Palestinian territories, or the broader Middle Eastern region may be affected as the situation evolves. The extent to which this may impact the Company's future operating results and financial condition will depend on future developments, which remain highly uncertain and cannot be predicted.

Events since the statement of financial position

No matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years.

Directors' indemnity

During the year the Company maintained liability insurance for its Directors and officers. The Company indemnifies the directors in its Articles of Association to the extent allowed under the Companies Act 2006. The indemnity provision, which is a qualifying third-party indemnity provision as defined by section 236 of the Companies Act 2006, has been in force throughout the year and remains in force as at the date of approving Directors' report.

Auditor

Ernst & Young LLP, Chartered Accountant will continue in office, in accordance with Section 487 of the Companies Act 2006.

Approved by the Board of Directors and signed on behalf of the board

C B Costello

Director

Date: 17 September 2025

WP Engine (UK) Limited

Statement of directors' responsibilities in respect of the financial statements

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable United Kingdom 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 Financial Reporting Standard FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). 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 year. In preparing these financial statements, the directors are required to:

select suitable accounting policies for the company's financial statements in accordance with Section 10 of FRS 102 and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the group and company financial position and financial performance;

state whether FRS 102 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 which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Directors' report that complies with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website.

WP Engine (UK) Limited

Independent auditor's report to the members of WP Engine (UK) Limited

Opinion

We have audited the financial statements of WP Engine (UK) Limited (the ‘company') for the year ended 31 December 2024 which comprise the Profit and loss account and Statement of other comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes 1 to 17, 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 company's affairs as at 31 December 2024 and of its profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 to 30 September 2026.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in

the relevant sections of this report. However, because not all future events or conditions can be

predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

WP Engine (UK) Limited

Independent auditor's report to the members of WP Engine (UK) Limited (continued)

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 this 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 the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 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; or

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities set out on page 4, 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.

WP Engine (UK) Limited

Independent auditor's report to the members of WP Engine (UK) Limited (continued)

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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

•

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (Companies Act 2006, FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, Bribery Act 2010 and Money Laundering regulations, those laws and regulations relating to health and safety and employee matters and relevant tax compliance regulations in the jurisdictions in which the company operates).

•

We understood how the company is complying with those frameworks by making enquires of management and those responsible for legal and compliance procedures. We corroborated our enquires through the review of the following documentation:

all minutes of board meetings held during the year;

the company's code of conduct setting out the key principles and requirements for all staff in relation to compliance with laws and regulations;

any relevant correspondence with local tax authorities; and

any relevant correspondence received from regulatory bodies.

•

We assessed that operating expenditure and the associated intercompany revenue was a judgmental area of the audit which might be more susceptible to fraud. We obtained an understanding of the controls over the process for the calculation of the intercompany revenue and tested in particular the existence of operating expenditure recorded in the financial statements and any manual adjustments to that expenditure.

•

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur by considering the controls that the company established to address risks identified by the company or that otherwise seek to prevent, deter or detect fraud. We gained an understanding of the entity level controls and policies that the company applies.

•

Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved testing of journal entries, with a focus on journals indicating large or unusual transactions or meeting our defined risk criteria based on our understanding of the business and review of legal correspondence.

A further description of our responsibilities for the audit of the financial statements is located on the

Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

WP Engine (UK) Limited

Independent auditor's report to the members of WP Engine (UK) Limited (continued)

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.

Neil Warnock (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

Belfast

Date: 17 September 2025

WP Engine (UK) Limited

Profit and loss account and Statement of other comprehensive income

for the year ended 31 December 2024

Note

2024

2023

Turnover

9,809,468

10,159,499

Gross profit

9,809,468

10,159,499

Administrative expenses

(9,082,840)

(9,406,942)

Operating profit

726,628

752,557

Interest payable and similar charges

(203)

Profit before tax

726,425

752,557

Tax on profit

(164,648)

(180,969)

Profit for the year

561,777

571,588

The company has no other comprehensive income in the financial year, or preceding financial year, other than those dealt with in the profit and loss account. Accordingly, no Statement of other comprehensive income is presented.

The notes on pages 12-22 form part of these financial statements.

WP Engine (UK) Limited

Balance sheet

at 31 December 2024

Note

2024

2023

Fixed assets

Tangible assets

181,675

125,245

Current assets

Debtors: amounts falling due within

one year

5,391,607

4,327,611

Cash at bank and in hand

115,063

428,796

5,506,670

4,756,407

Creditors: amounts falling due within

one year

(913,990)

(893,289)

Net current assets

4,592,680

3,863,118

Total assets less current liabilities

4,774,355

3,988,363

Net assets

4,774,355

3,988,363

Capital and reserves

Called up share capital

100

Share-based payment reserve

1,388,659

1,164,444

Profit and loss account

3,385,596

2,823,819

Total equity

4,774,355

3,988,363

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime within Part 15 of the Companies Act 2006 and in accordance with Financial Reporting Standard 102 Section 1A The Financial Reporting Standard applicable in the UK and Republic of Ireland.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Charles B Costello

Director

Date: 17 September 2025

The notes on pages 12-22 form part of these financial statements.

WP Engine (UK) Limited

Statement of changes in equity

for the year ended 31 December 2024

Share-based

Called up

Profit and

share capital

payment reserve

loss account

Total equity

At 1 January 2023

100

963,421

2,252,231

3,215,752

Comprehensive income for the year

Profit for the year

571,588

Total comprehensive income for the year

571,588

Transactions with owners recognised

directly in equity

Equity-settled share-based payment charge

201,023

Total transactions with owners

recognised directly in equity

201,023

At 31 December 2023

100

1,164,444

2,823,819

3,988,363

Comprehensive income for the year

Profit for the year

561,777

Total comprehensive income for the year

561,777

Transactions with owners recognised

directly in equity

Equity-settled share-based payment charge

224,215

Total transactions with owners

recognised directly in equity

224,215

At 31 December 2024

100

1,388,659

3,385,596

4,774,355

WP Engine (UK) Limited

Notes to the financial statements

General information

WP Engine (UK) Limited (“the company”) is a private company limited by shares incorporated and domiciled in England and Wales. The address of its registered office is 1st Floor, 8 Bridle Close Kingston Upon Thames, Surrey, England, KT1 2JW, UK. The presentation and functional currency of these financial statements is Sterling (£).

Summary of significant accounting policies

2.1

Basis of preparation

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 Section 1(A), The Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has applied the exemptions available under FRS 102 Section 1A in respect of the following disclosures:

• Section 4 ‘Statement of Financial Position' - Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows' - Presentation of a Statement of Cash Flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments' & Section 12 ‘Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; Loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit & loss and in other comprehensive income;

•

Section 26 ‘Share-based Payment' – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled Share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Transactions - Exemption from disclosing transactions between two members of a group provided that any subsidiary undertaking which is a party to the transaction is 100% owned by the parent; and

• Section 33.6 ‘Key Management compensation disclosures' - Exemption from disclosing Key Management personnel compensation.

2.2

Going concern

After making enquiries and preparing projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period to 30 September 2026. As its key customer, the company is reliant on the continuance of its parent company, WP Engine, Inc. WP Engine, Inc. has provided a parental support letter which states that it will provide financial support and the directors have assessed that WP Engine, Inc. has the ability to provide this support. The directors made detailed enquiries, including confirmation of the strong liquidity position announced by WP Engine, Inc. and review of the latest financial results including the latest consolidated financial statements signed on 30 April 2025. After making these detailed enquiries, the directors are confident that WP Engine, Inc. has sufficient resources to enable it to provide financial support. The directors consider that the going concern assumption is appropriate have prepared the financial statements on a going concern basis. This assumes that the company will have adequate resources to continue in operational existence through meeting its liabilities as they come due. Additionally, the ongoing conflict between Israel and Hamas has not caused a significant impact to WP Engine Inc's operations.

WP Engine (UK) Limited

Notes to the financial statements

Summary of significant accounting policies (continued)

2.3

Turnover

Turnover represents the fair value of consideration received or receivable for goods and services provided to a related party, net of VAT.

2.4

Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits expenditure will flow to the company, and the cost of the item can be reliably measured.

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets.

The estimated useful lives are as follows:

Computer equipment

3 years

Furniture and fixtures

5 years

Leasehold improvement

Remaining lease term

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since the last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits.

2.5

Operating leases: the company as lessee

Rentals paid under operating leases are charged to the profit and loss account 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.

2.6

Current and deferred taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for: differences between accumulated depreciation and tax allowances for the cost of a fixed asset if and when all conditions for retaining the tax allowances have been met to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference.

WP Engine (UK) Limited

Notes to the financial statements

Summary of significant accounting policies (continued)

2.6

Current and deferred taxation (continued)

Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is measured on an undiscounted basis at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date.

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.

The Company is within the scope of the Organisation for Economic Co-operation and Development (OECD) Pillar Two Model Rules. Pillar Two legislation has been enacted in the United Kingdom, and came into effect for the Company from 1 April 2024. Under Pillar Two legislation, the Company was not liable to pay any top-up tax as its effective tax rate (ETR) was above the 15% minimum rate.

The Company has applied the mandatory exception to recognising and disclosing information about any deferred tax impact related to Pillar Two income taxes as provided in the amendments to paragraph 29 FRS 102 issued in July 2023.

2.7

Foreign currency

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction or, if hedged forward, at the rate of exchange under the related forward currency contract. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

2.8

Cash and cash equivalents

Cash represents cash held at bank and available on demand. Cash equivalents are highly liquid investments (other than cash) that are readily convertible into known amounts of cash. Cash and cash equivalents are recorded initially at fair value and then subsequently stated at amortised cost.

2.9 Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction price plus attributable transaction costs. Any loss arising from impairment are recognized in the profit and loss account. Trade and other creditors are recognised initially at transaction price less attributable transaction costs.

WP Engine (UK) Limited

Notes to the financial statements

Summary of significant accounting policies (continued)

2.10 Financial instruments

Financial assets

Basic financial assets, amounts owed by group undertakings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are

assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statements.

If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the income statement.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled or, (b) substantially all the risks and rewards of ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities

Basic financial liabilities, including accrued expenses that are classified as debt, 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 receipts discounted at a market rate of interest.

Offsetting

Financial assets and liabilities are offset and 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.

2.11

Called up share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

WP Engine (UK) Limited

Notes to the financial statements

2 Summary of significant accounting policies (continued)

2.12

Employee benefits

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 profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

2.13

Finance costs

Finance costs are charged to the profit and loss account 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.

2.14

Interest income

Interest income is recognised in the profit and loss account using the effective interest method.

2.15

Share-based payments

The ultimate parent company provides share-based payment arrangements with certain employees. Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss account over the vesting period with an equivalent credit taken directly to the share-based payment reserve. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment.

Where equity instruments are granted to persons other than employees, the profit and loss account is charged with fair value of goods and services received.

WP Engine (UK) Limited

Notes to the financial statements

2 Summary of significant accounting policies (continued)

2.16 Changes to accounting standards

The Company has adopted the amendments introduced to FRS 102, as a result of the Organisation for Economic Co-operation and Development's (OECD) international tax reform (known as Pillar Two), effective 5 July 2023 for periods beginning on or after 1 January 2023.

Those amendments include:

A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the implementation of the Pillar Two model rules;

Disclosure requirements to help users of financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation; and

A disclosure exemption for qualifying entities where disclosures equivalent to those required by FRS 102 are included in the consolidated financial statements in which the qualifying entity is included.

Further information about the impact of the amendments is set out in Note 8.

2.17 Significant judgements and estimates

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The directors have not identified any areas which involve a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements.

Deferred tax asset

Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. The Company has recognised £244,568 (2023: £214,269) of deferred tax assets (Note 13). The Company has taxable temporary difference and tax planning opportunities available that support the recognition of the deferred tax assets.

Turnover

2024

2023

Turnover

9,809,468

10,159,499

The total turnover of the company for the year has been derived from its principal activity undertaken in the UK. The company is remunerated by a fellow group undertaking on cost plus a margin for services it provides.

WP Engine (UK) Limited

Notes to the financial statements

Administrative expenses

2024

2023

Wages and salaries

8,174,089

8,124,139

Operating lease expenses - rent

147,752

159,766

Depreciation

73,031

63,743

Other operating expenses

687,968

1,059,294

9,082,840

9,406,942

Statutory and other information

2024

2023

Auditor's remuneration

26,035

24,200

Directors' emoluments (including pension contributions)

1 director (2023 none) exercised share options in the parent's shares during the year.

2 directors retained outstanding share options under a long-term incentive scheme at 31 December 2024 (2023: 2).

Employees

The average number of persons employed by the company (including directors) during the year, analysed by category, was as follows:

2024

2023

Sales & marketing

Customer experience

Research & development

The aggregate payroll costs of these persons in the year were as follows:

2024

2023

Wages and salaries

6,884,168

6,843,908

Social welfare costs

845,838

865,432

Pension employer contributions

219,868

213,776

Share-based payments

224,215

201,023

8,174,089

8,124,138

WP Engine (UK) Limited

Notes to the financial statements

Interest payable and similar charges

2024

2023

Realised foreign exchange expense

(203)

Tax on profit

2024

2023

Corporation tax

Current tax charge

215,546

212,367

Adjustment in respect of prior periods

(20,599)

194,947

212,367

Deferred tax

Deferred tax charge (Note 13)

(30,299)

(31,398)

Recognised in profit and loss account

164,648

180,969

The tax assessed for the year is lower than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 23.52%). The differences are explained below.

2024

2023

Profit before tax

726,425

752,557

Tax using the UK corporation tax rate of 25% (2023: 23.52%)

181,606

177,001

Effects of:

Other permanent differences

3,641

3,968

Adjustment in respect of prior periods

(20,599)

Total tax expense included in profit or loss

164,648

180,969

WP Engine (UK) Limited

Notes to the financial statements

Tax on profit (continued)

Factors that may affect the future tax charges

Deferred taxes on the balance sheet have been measured at 25% (2023: 25%) which represents the future corporation tax rate that was enacted at the balance sheet date.

The UK Government announced that starting 1 April 2023, the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). Income taxes in the statement of comprehensive income are measured at 25% (2023: 23.52% based on blended average).

The WP Engine Group which includes WP Engine (UK) Ltd and WP Engine Ireland Limited has not previously had “Country by Country reporting” (CBCR) obligations on the basis the Group has not previously generated €750m consolidated revenue. On this basis, the Company is not required to register for Pillar Two top-up taxes in the UK. Therefore, the impact is believed to be immaterial.

Tangible Fixed Assets

Computer

Furniture and

Leasehold

equipment

fixtures

improvement

Total

Cost

At 1 January 2024

120,500

100,677

30,783

251,960

Additions

123,952

5,508

129,460

Disposals

(16,014)

At 31 December 2024

228,438

100,677

36,291

365,406

Accumulated depreciation

At 1 January 2024

70,330

40,262

16,122

126,714

Charge for the year

46,644

19,355

7,032

73,031

Disposals

(16,014)

At 31 December 2024

100,960

59,617

23,154

183,731

Net book value

At 31 December 2024

127,478

41,060

13,137

181,675

At 31 December 2023

50,170

60,414

14,661

125,245

WP Engine (UK) Limited

Notes to the financial statements

Debtors

2024

2023

Amounts falling due within one year

Amounts owed by group undertakings

4,690,989

4,018,693

Other debtors

404,603

43,922

Prepayments and accrued income

33,253

29,472

VAT receivable

18,194

21,255

Deferred tax asset (note 13)

244,568

214,269

5,391,607

4,327,611

Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

Cash and cash equivalents

2024

2023

Cash at bank and in hand

115,063

428,796

Creditors: amounts falling due within one year

2024

2023

Trade creditors

9,467

52,896

Accruals and deferred income

452,008

315,291

Corporation tax

102,683

213,507

Other taxation and social security

349,832

311,595

913,990

893,289

Deferred taxation

2024

2023

At beginning of year

214,269

182,871

Charged to profit or loss (Note 8)

30,299

31,398

At end of year (Note 10)

244,568

214,269

The provision for deferred taxation is made up of Stock Based Compensation.

WP Engine (UK) Limited

Notes to the financial statements

Commitments under operating leases

At 31 December, the company had future minimum lease payments under non-cancellable operating leases for building rental as follows:

2024

2023

Not later than 1 year

108,000

129,600

Called up share capital and reserves

2024

2023

Authorised

100 ordinary shares of £1 each

100

Allotted, called up and fully paid

100 (2023: 100) ordinary shares as £1 each

100

Called up share capital

Share capital represents the nominal value of shares that have been issued.

Profit and loss account

Profit and loss account includes all current and prior year period profits and losses attributable to the shareholders of the parent company.

Share based payment reserve

Share based payment reserve records the aggregate charges for share based payments which have not yet vested.

Ultimate parent undertaking and controlling party

WP Engine, Inc., a company incorporated in the United States of America holds 100% of the company's ordinary share capital and is the ultimate parent undertaking. Its consolidated financial statements are not publicly available. The ownership of WP Engine, Inc. is widely dispersed and the directors consider that there is no ultimate controlling party. WP Engine Inc. is the smallest and largest company with consolidated accounts that include WP Engine (UK) Limited.

17 Subsequent events