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Registered number: 04078556
WAVEMAKER GLOBAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Registered office address:
Sea Containers House
18 Upper Ground
London
England
SE1 9ET
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WAVEMAKER GLOBAL LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Changes in Equity
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Notes to the Financial Statements
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their Strategic Report on Wavemaker Global Limited (the 'Company') for the year ended 31 December 2024.
The Company is a member of the WPP plc Group (the 'Group'). The principal activities of the Company relate to the planning and buying of media as well as performing a centralised role supporting and delivering strategic insight to the global Wavemaker network.
The Directors do not envisage any major change to the nature of the business in the foreseeable future.
Revenue has increased by 9.4% during the year, from £35,410,000 (as restated) to £38,726,000. The Company made a loss for the year ended 31 December 2024 of £3,111,000 which will be transferred to reserves (2023: a loss of £6,314,000 which was transferred to reserves).
The Directors are of the opinion that the current level of activity and performance is sustainable as there will be improvement in the performance of the business with continued support from WPP Jubilee Limited for the foreseeable future. Further details are provided in the "Going concern and liquidity risk" section.
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Reassessment of Principal versus Agent classification
Management has carried out a reassessment of factors considered when determining whether the Company's revenue should be accounted for as principal or agent, as set out in the expanded revenue recognition policy in Note 2.7.
As a result of the reassessment, the 2023 Income statement has been restated to decrease both Revenue and Cost of sales by £8,293,000, where management concluded that certain of the Company's revenue streams should be recognised as agent and therefore on a net basis, rather than gross as previously recognised.
Additionally, the 2023 Income statement has been restated to decrease both Revenue and Administrative expenses by £14,635,000, where management concluded that the Company's service fee costs should be treated as a reduction in revenue, rather than an administrative expense as previously recognised.
There has been no impact to overall profit or net assets arising from these reclassification.
Reclassification of staff costs
The 2023 Income statement has been restated to reclassify £11,894,000 of staff and third party costs from Administrative expenses to Cost of sales. This adjustment reflects that employee costs associated with revenue-generating activities were previously presented as Administrative expenses but are more appropriately classified under Cost of sales.
There has been no impact to overall profit or net assets in either year as a result of this reclassification.
Reclassification of intercompany balances
The 2023 balance sheet has been restated to net off amounts due to/from group undertakings as a result of these balances being settled on a net basis rather than gross as previously presented. This restatement has resulted in a decrease to both Amounts due from group undertakings within Trade and other payables and Amounts due from group undertakings within Trade and other receivables by £2,714,000.
There has been no impact to overall profit or net assets arising from this restatement.
The relevant extracts from the resulting restated Income statement for the year ended 31 December 2023 are as follows:
The relevant extracts from the resulting restated Balance sheet as at 31 Decembre 2023 are as follows:
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Trade and other receivables
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The Company did not pay or declare any dividends in the current year or prior year to its ordinary shareholders.
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Going concern and liquidity risk
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The Directors have assessed the ongoing business activities and the factors likely to affect the future development, performance and financial position of the Company for at least the next 12 months from the date of signing the financial statements.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least the next 12 months from the date of signing the financial statements. Additionally, the Company is a subsidiary of WPP plc and is supported by the overall WPP plc financing arrangements. The Company has received a letter of support from WPP Jubilee Limited, an intermediate parent entity, to provide adequate financial support to the Company for a period of no less than 12 months from the date of this financial report to enable the Company to meet its debts as and when they fall due.
The Directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial management and principal risks and uncertainties
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The Directors of the Company have considered the principal risks and uncertainties affecting the Company as at 31 December 2024 and up to date of this report. The principal risks for the Company are shown below:
Economic risk
Adverse economic conditions, including those caused by conflicts, severe and sustained inflation, tariffs and other trade barriers, supply chain issues including around resilience affecting the distribution of our clients’ products and/or disruption in credit markets, pose a risk our clients may reduce, suspend or cancel spend with us or be unable to satisfy obligations.
Economic conditions, including inflation, currency volatility and increasing interest rates among others, have a direct impact on our business, results of operations and financial position.
In the past, clients have responded to weak economic and financial conditions by reducing or shifting their marketing budgets which are easier to reduce in the short term than their other operating expenses.
Our account teams work proactively with our clients to understand the challenges they are facing, determine general trends in marketing spend and develop plans in advance to help us prepare, redeploy resources and manage costs accordingly.
Geopolitical risk
Geopolitical tensions and an increase in conflicts continue to have a destabilising effect in our markets and across geographical regions. Alongside an adverse effect upon the economic outlook, there is a general erosion of trust in institutions and - in relation to global cooperation and integration – an increasing political focus both on national interests and regional convergence. Such factors and economic conditions may be reflected in our clients’ confidence in making longer-term investments and commitments in marketing spend.
We have detailed operational and financial plans, developed through the consideration of a range of potential scenarios and outcomes that are continuously monitored and, if required, used to make interventions and support decision making over our operations, investments and advice to clients. This includes the identification of priority services and their key dependencies and the development of market-specific incident response and service continuity plans to best ensure business operations are resilient to external factors.
AI strategy
Without the automation and efficiency gains offered by generative AI, and AI more broadly, we may experience increased costs and inefficiencies in our operations impacting profitability and competitiveness.
Clients expect us to use generative AI-driven tools and technologies in our services and deliverables and are increasingly able to purchase and use licences to such tools and technologies themselves. If we fail to adopt generative AI at pace and continue to advance and evolve our commercial model, we may struggle to keep up with these demands, leading to decreased relevance and effectiveness of our services and deliverables for clients, and allow an opportunity for AI vendors to contract directly with our clients.
Falling behind competitors leveraging the opportunities AI offers to gain a competitive advantage could result in lost market share, decreased revenue and reduced profitability. We may struggle to attract and retain talent, further hindering our ability to innovate and compete. Generated materials may infringe third-party IP resulting in legal costs and client reputation impact.
We have access to WPP Open, the Group's AI-powered marketing operating system, which is available to all staff in order to support our work and deliverables both internally and for clients, and the Group’s established partnerships with leading generative AI platforms, technologies and companies.
We actively monitor the changing regulatory landscape and the introduction of new laws regulating AI to assess the impact on our business and work, and how they will impact how we service our clients.
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial management and principal risks and uncertainties (continued)
We have a comprehensive due diligence process in place to review the third-party AI tools/platforms used in the business. This process considers the use case for the tool/platform and includes reviews of the security, legal and technology aspects of the tool/platform as well as sources of underlying learning data, where applicable, to develop a ‘traffic light’ approach to risk.
Client loss
We compete for clients in a highly competitive industry which is continuously evolving and undergoing structural change and advancements in AI, data and technology. Client net loss to competitors or as a consequence of client consolidation, insolvency or a reduction in marketing budgets due to a geopolitical change or shift in client spending could have an adverse effect on our business, revenues, results of operations, financial condition and prospects.
The ability to attract new clients and to retain or increase the amount of work from existing clients may be impacted if we fail to react quickly enough to changes in the market and to evolve our structure, or as a consequence of any loss of reputation, and may be limited by clients’ policies on conflicts of interest.
We manage the risk of client loss by placing an emphasis on leading through AI, data and technology, accelerating growth through the power of creative transformation, building world-class, market-leading brands and executing efficiently to drive financial returns through margin and cash.
There is management focus on the importance of a positive and inclusive culture across our business to attract and retain talent and clients. There are regular updates to the management team on the status of client losses and upcoming pitches for new clients.
There is continuous engagement with our clients and suppliers through this period of uncertainty and reduction in economic activity.
People and culture
Our performance could be adversely affected if we do not react quickly enough to changes in our market; fail to attract, develop and retain key talent; are unable to retain and incentivise key talent; or are unable to adapt to new ways of working by balancing home and office working.
We continue to work across the business to embed collaboration and invest in training and development to retain and attract talented people. The Group’s investment in co-located campus properties continues to increase the co-operation across Group companies and provides extremely attractive and motivating working environments.
We also continue to focus on the mental health of our people by providing access to wellbeing resources, support networks, funded events, discussion forums and additional time off.
Cyber and information security
A cyber-attack may lead to harm or disruption to our operations, systems or services. This risk is also likely to increase as the prevalence and sophistication of generative AI means there is potential for both human and AI-generated attacks. Such an attack may also affect suppliers and partners through the unauthorised access to or manipulation, corruption or destruction of data.
We may be subject to investigative or enforcement action or legal claims or incur fines, damages or costs and client loss if we fail to adequately protect data. A system breakdown or intrusion could have a material adverse effect on our business, revenues, results of operations, financial condition or prospects and have an impact on long-term reputation and lead to client loss.
The imposition of sanctions and the associated geopolitical situation following the conflicts in Ukraine and the Middle East have triggered an increase in cyber-attacks generally.
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial management and principal risks and uncertainties (continued)
We are aligned with the Group IT control framework which mitigates the risk of cyber security and IT breaches by monitoring and logging our network and systems, as well as undertaking threat intelligence activities, vulnerability scanning, and penetration testing. Breach and attack simulation software provides continuous assessment and incident response plans and playbooks are tested, with lessons learned and improvements made.
We also continuously raise our people’s security awareness through mandatory training and rolling phishing simulation and education programmes.
Currency risk
Our activities expose us to the financial risks of changes in foreign exchange rates. Overall, we have minimal exposure to currency risks due to mainly transacting in Pounds sterling. The Group's treasury function manages currency risk centrally.
Credit risk
We are subject to credit risk through the default of a client or other counterparty. Challenging economic conditions, heightened geopolitical issues, shocks to consumer confidence, disruption in credit markets and challenges in the supply chain disrupting our client operations can lead to a worsening of the financial strength and outlook for our clients who may reduce, suspend or cancel spend with us, request extended payment terms beyond 60 days or be unable to satisfy obligations.
We commit to media and production purchases on behalf of some of our clients as principal or agent depending on the client and market circumstances. If a client is unable to pay sums due, media and production companies may look to us to pay those amounts and there could be an adverse effect on our working capital and operating cash flow.
We evaluate and monitor clients’ ongoing creditworthiness and, in some cases, require credit insurance or payments in advance.
We continue to work closely with our clients to ensure timely payment for services in line with contractual commitments and with vendors to maintain the settlement flow on media.
We have implemented increased management processes to manage working capital and review cash outflows and receipts.
Environmental matters and streamlined energy and carbon reporting (SECR)
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The Company will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Company has complied with all applicable legislation and regulations. As the Company is a UK subsidiary of WPP plc, its SECR reporting details are included, together with the other Group subsidiaries, in the WPP plc Annual report. Refer to pages 45-55 of the FY2024 Annual report of WPP plc available at wpp.com/investors for more information.
Financial key performance indicators
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The Company is a wholly owned subsidiary of WPP plc. For this reason, the Company's Directors believe that key performance indicators for the Company are not necessary or appropriate for an understanding of the development, performance or position of the business. The performance of WPP plc, which includes this Company, is discussed in the Group's annual report, which does not form part of this report. The financial statements of WPP plc are available at www.wpp.com/investors.
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company
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The Directors of the Company, as of those of all UK companies, must act in accordance with section 172 of the UK Companies Act 2006. The Directors are of the opinion that they have acted fairly and in good faith to promote the success of the company for the benefit of its members.
In doing this, section 172 requires the Directors to have regard for, among other matters:
∙The likely consequences of any decision in the long term.
∙The interests of the Company’s employees.
∙The need to foster the Company’s business relationship with suppliers, customers and others.
∙The impact of the Company’s operations on the community and environment.
∙The desirability of the Company maintaining a reputation for high standards of business conduct.
∙The need to act fairly as between members of the Company.
Consequences of any long-term decisions
Our business philosophy is to create long term value for both clients and shareholders alike. We build our business and all our relationships with integrity and treat our clients’ money like our own making sure all budgets maximise the best outputs to achieve the client’s goals. We endeavour to attract and retain high calibre individuals who will grow with us over the long term and ensure employees think and act like owners in all their decisions. We also strive to attract and retain profitability as this will lead to growth in the long term.
Employees
We regularly survey our staff about their experiences at work and have extensive internal communications programmes and platforms to keep staff informed. Our All In survey helps us better support employees, hold ourselves accountable, and create a culture that is inclusive and empowering for all.
We are committed to diversity and inclusion and offering equal opportunities to all people in their recruitment, training and career development. We will select people based on qualification and merit, without discrimination or concern for race, religion, national origin, colour, sex, sexual orientation, gender identity or expression, age or disability.
Business relationship with suppliers, customers and others
We focus on the cultivation of strong relationships with major suppliers to ensure continuity of supply at competitive prices. It is our policy to agree terms of payment when orders for goods and services are placed and to adhere to these arrangements when making payments, provided the relevant goods and services have been supplied in accordance with the contract.
We comply with the Modern Slavery Act (MSA) and we fully support the principles of the MSA.
We engage with our clients on issues including strategy, changes taking place in our market and understanding the changes taking place in our clients’ markets. We carry out client satisfaction surveys including on our ability to support their diversity, equity and inclusion, and sustainability goals.
Community and Environment
We consider our impact on the wider community and environment of our business activities. We adhere to the Sustainability policy which can be found at the website of the ultimate parent company at wpp.com. The policy includes objectives focusing on key impacts under our control and influence such as minimising the impact from energy use, transport, consumption of paper, water use and managing any sustainability risks in our supply chain.
We engage with clients on issues ranging from climate action to biodiversity and human rights during the development of their campaigns.
We encourage our people to volunteer their time and continue to run employee match funding appeals for disaster relief.
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WAVEMAKER GLOBAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Business conduct
We have a number of key policies, including modern slavery, anti-bribery, corruption and data protection, all of which can be found on the website of the ultimate parent company at wpp.com. We have a zero-tolerance approach to corruption and bribery and policies are in place for areas such as ethical business relationships with customers, suppliers and employees, gift giving and receiving, charitable donations and competition laws. As such, employees are mandated to complete in depth anti bribery and corruption training.
Acting fairly as between members of the company
As a wholly owned subsidiary of WPP plc, our interests are aligned with those of our ultimate parent
This report was approved by the board on 6 May 2026 and signed on its behalf.
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WAVEMAKER GLOBAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the audited financial statements for the year ended 31 December 2024.
The Company's results for the financial year are shown in the income statement on page 16.
The Directors who served during the year and up to the date of signing these financial statements, unless otherwise stated, were:
H Price (appointed 23 January 2024)
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A Altman (resigned 6 March 2024)
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M Barnes (resigned 27 February 2024)
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S Clark (appointed 5 March 2024, resigned 23 April 2024)
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T Jenner (resigned 21 February 2024)
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R Radhakrishnan (resigned 20 February 2024)
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R Patten (appointed 27 April 2026)
No Director had, during the year or at the end of the year, any material interest in any contract of significance to the Company’s business.
Each of the Directors benefit from a third party qualifying indemnity given by the Company in respect of liabilities incurred by the Director in the execution and discharge of their duties. The provision remains in force throughout the financial year and up until the date of this report.
Engagement with employees
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The Company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. This is achieved through formal and informal meetings, briefings and thorough group and Company communications. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests. The employee share scheme has been running successfully since its inception. It is open to all employees who have at least two years' service for a Company wholly-owned by WPP. The WPP stock options are granted annually with the number granted at WPP's discretion. After three years, employees can choose whether to keep their options or buy WPP stock at the fixed option price. Options may be exercised for up to 10 years from the grant date.
Our non-discrimination and anti-harassment policies are included in the Group Code of Conduct. Refer to pages 42-44 of the Group's FY2024 Annual Report for more information.
Engagement with suppliers, customers and others
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The Company recognises the importance of its continued partnerships with its wider stakeholders, including suppliers and customers, in delivering its business strategy and sustainability goals. The Company aims to have an open and transparent relationship which is based on honesty and respect. The Company engages in constant conversation with clients and suppliers on improving delivery of services and relationships.
A detailed statement on the Group’s external stakeholder engagement can be found in the Group’s FY2024 Annual report on pages 98-101.
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WAVEMAKER GLOBAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees.
Statement of Directors’ responsibilities in respect of the financial statements
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The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).
Under company law, 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 the financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements;
∙make judgements and accounting estimates that are reasonable and prudent; 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 safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Matters covered in the Strategic Report
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The following items have been included in the Strategic Report on pages 1 - 8:
∙principal activities;
∙future developments;
∙business review;
∙dividends paid or declared;
∙going concern and liquidity risk statement;
∙financial risk management and principal risks and uncertainties; and
∙environmental matters and streamlined energy and carbon reporting.
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WAVEMAKER GLOBAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
In the case of each Director in office at the date the Directors’ Report is approved:
∙so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
∙they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Post balance sheet events
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Except for the matter identified in note 11 relating to the identification of distribution which may have arisen otherwise than in accordance with the Companies Act 2006, there have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, PricewaterhouseCoopers LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on 6 May 2026 and signed on its behalf.
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WAVEMAKER GLOBAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WAVEMAKER GLOBAL LIMITED
Report on the audit of the financial statements
Opinion
In our opinion, Wavemaker Global Limited’s 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 (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise:
∙the Balance Sheet as at 31 December 2024;
∙the Income Statement and the Statement of Changes in Equity for the year then ended; and
∙the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent
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WAVEMAKER GLOBAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WAVEMAKER GLOBAL LIMITED
material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities.
With respect to the Strategic Report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic Report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they 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.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate results and potential management bias in accounting estimates and judgements. Audit procedures performed by the engagement team included:
∙making enquiries with management and the Directors, including consideration of known or suspected
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WAVEMAKER GLOBAL LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WAVEMAKER GLOBAL LIMITED
instances of non-compliance with laws and regulations and fraud;
∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
∙designing audit procedures to incorporate unpredictability in our testing;
∙challenging assumptions and judgements made by management in their accounting estimates and judgements;
∙reading the Board of Directors' meeting minutes; and
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙we have not obtained all the information and explanations we require for our audit; or
∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
∙certain disclosures of Directors’ remuneration specified by law are not made; or
∙the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Laura Burkhardt (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
6 May 2026
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WAVEMAKER GLOBAL LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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The notes on pages 18 to 36 form part of these financial statements.
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The Company has no other comprehensive income during either the current year or prior year and therefore no separate statement of comprehensive income has been prepared.
All results arise from continuing operations.
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WAVEMAKER GLOBAL LIMITED
REGISTERED NUMBER: 04078556
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Trade and other receivables
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Cash and cash equivalents
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Trade and other payables falling due within one year
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Total assets less current liabilities
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Trade and other payables falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 May 2026.
The notes on pages 18 to 36 form part of these financial statements.
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WAVEMAKER GLOBAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Loss and total comprehensive expense for the year
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Non-cash settled share-based incentive plans (note 18)
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Loss and total comprehensive expense for the year
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Non-cash settled share-based incentive plans (note 18)
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The notes on pages 18 to 36 form part of these financial statements.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is a private company, limited by shares and is incorporated in the United Kingdom under the Companies Act 2006. The Company is registered in England and Wales. The address of the registered office is Sea Containers, 18 Upper Ground, London, England, SE1 9ET
The Company's principal business activities, future development and a review of its performance and position are set out in the Strategic report on pages 1 - 8.
2.Material 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 101 'Reduced Disclosure Framework' ("FRS 101") and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following material accounting policies have been consistently applied to all years presented, unless otherwise stated:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
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Consolidation and ultimate parent company
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The Company is a wholly owned subsidiary of its ultimate parent company. WPP plc, a company incorporated in Jersey, is the Company's ultimate parent undertaking and controlling party.
The largest group of undertakings for which group financial statements are prepared and which include the results of the Company are the consolidated financial statements of WPP plc. The registered address of WPP plc is 22 Grenville Street, St Helier, Jersey, JE4 8PX. Copies of the consolidated financial statements can be obtained from www.wpp.com/investors.
The smallest group of undertakings for which group financial statements are prepared and which include the results of the Company are the consolidated financial statements of WPP Jubilee Limited, registered in the England and Wales. The consolidated financial statements can be obtained from the registered address of WPP Jubilee Limited, Sea Containers House, 18 Upper Ground, London, England, SE1 9GL.
The immediate parent undertaking is WPP Samson Limited.
The Directors have assessed the ongoing business activities and the factors likely to affect the future development, performance and financial position of the Company for at least the next 12 months from the date of signing the financial statements.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least the next 12 months from the date of signing the financial statements. Additionally, the Company is a subsidiary of WPP plc and is supported by the overall WPP plc financing arrangements. The Company has received a letter of support from WPP Jubilee Limited, an intermediate parent entity, to provide adequate financial support to the Company for a period of no less than 12 months from the date of this financial report to enable the Company to meet its debts as and when they fall due.
The Directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
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Impact of new international reporting standards, amendments and interpretations
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The Company has applied the following standards and amendments for the first time for the reporting period commencing 1 January 2024:
∙Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
∙Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants (Amendments to IAS 1)
∙Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
The amendments listed above did not have any impact on the amounts recognised in prior periods or the current period, and are not expected to significantly affect future periods.
At the date of authorisation of these financial statements, the following standards or amendments to standards, which have not been applied in these financial statements, were in issue but not yet effective:
∙IFRS 18 "Presentation and Disclosure in Financial Statements". No impact is expected on these financial statements.
∙IFRS 19 "Subsidiaries without Public Accountability Disclosures". The level of disclosure required in these financial statements is expected to reduce but no impact is expected on the amounts recognised.
∙Lack of Exchangeability (Amendments to IAS 21) and Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). The Company is currently assessing the impact of these standards.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Pounds Sterling (£).
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 income statement.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue comprises commissions and fees earned in respect of amounts billed. Pass-through costs comprise fees paid to suppliers when they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. Costs to obtain a contract are typically expensed as incurred as the contracts are generally short-term in nature.
Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual arrangement and per the requirements of IFRS 15 Revenue from Contracts with Customers.
For our retainer arrangements, we have a stand ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements are broad and generally are not reconcilable to another input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.
The amount of revenue recognised depends on whether we act as agent or as a principal. Certain arrangements with our clients are such that our responsibility is to arrange for a third party to provide a specified good or service to the client. In these cases we are acting as an agent as we do not control the relevant good or service before it is transferred to the client. Costs incurred with suppliers (such as production costs and media suppliers) are excluded from revenue and recorded as work in progress until billed.
The Company acts as principal when there is control of the specified good or service prior to transfer. When the Company is responsible for service delivery, pricing, and targets, and bears inventory risk, it is judged to be acting as a principal, and the revenue recorded is the gross amount billed to the customer.
In most instances, promised services in a contract are not considered distinct or represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation. However, where there are contracts with services that are capable of being distinct, are distinct within the context of the contract, and are accounted for as separate performance obligations, revenue is allocated to each of the performance obligations based on relative standalone selling prices.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
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Cost of sales and administrative expenses
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Cost of sales consists of the direct costs incurred in the provision of advertising and allied services to customers. Cost of sales are recognised when incurred. All non-direct costs incurred by the Company are recognised as Administrative expenses. Administrative expenses include costs incurred in the general management and administration of the Company's operations. These expenses typically comprise staff costs, office-related overheads, professional fees, and other indirect costs.
Where costs are not clearly attributable solely to Cost of sales or Administrative expenses, the Company applies reasonable allocation methodologies to apportion such costs between Cost of sales and Administrative expenses, as appropriate. This approach ensures that expenses are consistently classified in line with the nature of the underlying activities. The reported Cost of sales and Administrative expenses are considered comparable, given the consistent application of accounting policies and allocation methods.
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Interest receivable and similar income
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Interest income is recognised in the income statement using the effective interest method.
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Interest payable and similar expenses
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Finance costs are charged to the income statement 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.
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 income statement 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.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. 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 the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement 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 balance sheet 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 balance sheet 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Material accounting policies (continued)
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Trade and other receivables
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Short-term debtors are measured at transaction price, less any impairment.
Trade and other receivables are carried at original invoice amount less any provisions for doubtful debts.
Provisions are made where there is evidence of a risk of non-payment, taking into account ageing, previous experience and general economic conditions. When a trade or other receivable is determined to be uncollectable it is written off, firstly against any provisions available and then to the income statement.
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Company has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
Subsequent recoveries of amounts previously provided for are credited to the income statement.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.
Bank overdrafts are shown separately within current liabilities in the balance sheet.
The Company is a participant in the Group’s 'zero balancing' pooling arrangements with a fellow Group company acting as the cash pool leader of these cash pools within the UK. The Company can transact as normal on its bank accounts and any overall external cash and/or overdraft balances will be held and reported by the cash pool leader. All related amounts owing to/from the cash pool leader are short-term in nature and reported as amounts due to/from group undertakings under current assets or current liabilities as applicable.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Preference shares, which include a coupon and are mandatorily redeemable by the issuer only on a specific date, are classified as liabilities.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Critical accounting judgements and key sources of estimation uncertainty
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In the application of the Company’s accounting policies, the Directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
In the opinion of the Directors there are no critical judgements or accounting estimates that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year.
The activities of the Company during the year were principally related to the provision of media planning, buying and research services in the United Kingdom. The Company also has a centralised role supporting and delivering strategic insight to the global Wavemaker network in the current and prior year.
Analysis of revenue by geography:
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The operating loss is stated after charging/(crediting):
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Foreign exchange gain on revaluation of preference shares
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Foreign exchange loss on revaluation of working capital
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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There were no non-audit services provided by the Company's auditor in the current or prior year.
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Staff costs, including directors' remuneration, were as follows:
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Severance and redundancy costs
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 3 directors (2023 - 5 directors) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £116,000 (2023 - £296,000).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,000 (2023 - £19,000).
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During the year no directors received shares under the long-term incentive schemes (2023 -2)
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During the year two Directors (2023: no Directors) of the Company were remunerated as executives of the Group. They received no remuneration in respect of their services to the Company (2023: £nil).
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Interest receivable and similar income
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Group interest receivable
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Other interest receivable
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Group interest receivable relates to interest earned by the Company in respect of cash pooling arrangements. Refer to note 13 for details of the related balances.
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Interest payable and similar expenses
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Group interest payable relates to interest charged on the Company's cash pooling balances. Refer to note 14 for details of the related balances.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Current tax on profits for the year
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Origination and reversal of timing differences
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Adjustment for prior years
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors affecting tax charge/(credit) 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 of 25% (2023 - 23.5%). The differences are explained below:
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Loss before tax 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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Irrecoverable withholding taxes
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Adjustments to tax charge in respect of prior periods
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Rate change on temporary differences
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Origination and reversal of unrecognised temporary differences
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Total tax credit for the year
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Subsequent to the year ended 31 December 2024, the Company has reassessed its surrender of losses for group relief arising in 2024 and prior years in light of becoming aware of circumstances where a distribution may have taken place otherwise than in accordance with UK company law.
As of the date of these financial statements, the Company is in the process of establishing an appropriate level of distributable reserves through a capital injection and subsequent capital reduction as the Company’s immediate parent intends to subscribe for 1,000 additional ordinary shares for a consideration of £55,000,000, resulting in the Company having £1,001 ordinary shares and share premium of £54,999,000.
The Company will then reduce the nominal value of its ordinary shares to £0.001 per share, and cancel the total value of its share premium, resulting in an increase to its retained earnings of £54,999,999.
These actions were not taken as at 31 December 2024 or at the time of approving these financial statements, there have been no accounting entries reflected within these financial statements and the Company is expected to complete the remediation plan in 2026 before the finalisation of the 31 December 2025 financial statements.
Deferred tax assets not recognised
As at 31 December 2024, deferred tax assets of £2,903,000 (2023: £2,903,000) on temporary differences of £11,611,000 (2023: £11,611,000) related to trade losses and £nil (2023: £157,000) related to unclaimed capital allowances were not recognised as it is not probable that there will be sufficient taxable profits against which the assets can be utilised.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors that may affect future tax charges
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The UK tax rate for the year ended 31 December 2024 is 25%. Deferred tax balances have been measured accordingly at 25%.
The Company belongs to a group that falls within the scope of the OECD Pillar Two top-up tax rules income taxes which applies in the UK from 1 January 2024. Based upon initial assessments, the Group does not expect top-up taxes in the UK and therefore no related current tax has been provided.
The Group has applied the IAS 12 temporary exemption to recognise deferred tax assets and liabilities related to Pillar Two income taxes.
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The directors do not recommend the payment of a dividend on ordinary shares in 2024 (2023: £nil).
The preference shares provide for a floating rate cumulative preferential dividend calculated at the one year Euribor rate prevailing on the last business day of the year, adjusted for the company's credit margin and net of the prevailing UK corporation tax rate.
The company is in a net liability position and is anticipated to remain in such position for the foreseeable future. As a result, the directors of WPP Samson Limited have resolved to permanently waive their entitlement to any preference dividend on the company's Euro preference shares relating to the years ended 31 December 2024 and 2023. Accordingly, no preference share dividend in relation to either year is proposed or provided for.
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Trade and other receivables
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As restated (see note 19)
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Amounts owed by group undertakings
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Accrued income and unbilled media
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
13.Trade and other receivables (continued)
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The Company participates in group banking arrangements with its parent company, WPP plc, and has access to a group cash management facility. Included within amounts owed by group undertakings is a balance of £5,460,000 (2023: £nil) relating to inter-group loans with a fellow Group company in relation to the cash pooling arrangement. These accrued a range of variable interest rates with reference to SOFR, €STR and SONIA plus an additional 0.30% or 0.50% during the year. The Company, together with its parent and certain other subsidiary undertakings, are parties to the Group’s syndicated banking arrangements. The Company has jointly and severally guaranteed the borrowings under these arrangements, details of which are included in the financial statements of WPP plc.
All amounts owed by group undertakings are interest free. All amounts owed by group undertakings are unsecured and repayable on demand.
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Trade and other payables falling due within one year
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As restated (see note 19)
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The Company participates in group banking arrangements with its parent company, WPP plc, and has
access to a group cash management facility. Included within amounts owed to group undertakings is a balance of £48,444,000 (2023: £39,539,000) relating to inter-group loans with a fellow Group company in relation to the cash pooling arrangement. These accrued a range of variable interest rates with reference to SOFR, €STR and SONIA plus an additional 0.30% or 0.50% during the year. The Company, together with its parent and certain other subsidiary undertakings, are parties to the Group’s syndicated banking arrangements. The Company has jointly and severally guaranteed the borrowings under these arrangements, details of which are included in the financial statements of WPP plc.
All other amounts owed by group undertakings are interest-free. All amounts owed by group undertakings are unsecured and repayable on demand.
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Trade and other payables falling due after more than one year
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Redeemable preference shares owed to group undertakings
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The preference shares are redeemable at par by the company.
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Charged to the income statement
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The deferred tax asset is made up as follows:
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Timing differences relating to share options
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Unclaimed capital allowances
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A deferred tax asset has been recognised in respect of share options as it is probable that there will be sufficient taxable profits, including group relief, against which the assets will reverse in the future.
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Allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of £1.00 each
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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WPP Share Option Plan
The WPP Share option plan grants options to employees who have worked at a Company owned by WPP plc for at least two years which are not subject to performance conditions or on a discretionary basis subject to the satisfaction of performance conditions.
Share options have a life of ten years, including the vesting period. The terms of share options with performance conditions are such that, if after nine years and eight months, the performance conditions have not been met, then the share option will vest automatically. Share options are satisfied out of newly issued shares in WPP plc.
Restricted share scheme
Certain employees participate in restricted share schemes, which are in most cases satisfied by the delivery of shares from one of the WPP plc ESOP Trusts. The most significant schemes are:
Leaders, Partners and High Potential Group
This scheme provides annual grants of restricted shares for key executives. Performance conditions include continued employment over a three-year vesting period.
Performance Share Awards (PSA)
Performance share awards have replaced the Executive share awards (ESA). Grants of stock under PSA are dependent upon annual performance targets, typically based on one or more of: consolidated Group operating profit, profit before taxation and operating margin. Grants are made in the year following the year of performance measurement, and vest two years after grant date provided that the individual concerned is continually employed by a WPP company throughout this time.
Special Share Awards / STIP Bonus Awards
From time to time, one-off awards are made to individuals in the form of restricted stock. Performance conditions include continued employment over the vesting period. As these are one-off awards, the vesting period will differ for each award granted.
The average share price of WPP plc for the year ended 31 December 2024 was £7.72 (2023: £8.41).
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Weighted average fair value at grant date (£)
2024
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Weighted average fair value at grant date (£)
2023
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Leaders, Partners and High Potential Group
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Total granted in the year
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
18.Share-based payments (continued)
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Share based compensation charge included in administrative expenses
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Reassessment of Principal versus Agent classification
Management has carried out a reassessment of factors considered when determining whether the Company's revenue should be accounted for as principal or agent, as set out in the expanded revenue recognition policy in Note 2.7.
As a result of the reassessment, the 2023 Income statement has been restated to decrease both Revenue and Cost of sales by £8,293,000, where management concluded that certain of the Company's revenue streams should be recognised as agent and therefore on a net basis, rather than gross as previously recognised.
Additionally, the 2023 Income statement has been restated to decrease both Revenue and Administrative expenses by £14,635,000, where management concluded that the Company's service fee costs should be treated as a reduction in revenue, rather than an administrative expense as previously recognised.
There has been no impact to overall profit or net assets arising from these reclassification.
Reclassification of staff costs
The 2023 Income statement has been restated to reclassify £11,894,000 of staff and third party costs from Administrative expenses to Cost of sales. This adjustment reflects that employee costs associated with revenue-generating activities were previously presented as Administrative expenses but are more appropriately classified under Cost of sales.
There has been no impact to overall profit or net assets in either year as a result of this reclassification.
Reclassification of intercompany balances
The 2023 balance sheet has been restated to net off amounts due to/from group undertakings as a result of these balances being settled on a net basis rather than gross as previously presented. This restatement has resulted in a decrease to both Amounts due from group undertakings within Trade and other payables, and Amounts due from group undertakings within Trade and other receivables by £2,714,000.
There has been no impact to overall profit or net assets arising from this restatement.
The relevant extracts from the resulting restated Income statement for the year ended 31 December 2023 are as follows:
The relevant extracts from the resulting restated Balance sheet at 31 December 2023 are as follows:
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Trade and other receivables
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WAVEMAKER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company operates defined contribution retirement benefit schemes for all qualifying employees. The assets of the schemes are held separately from those of the Company in funds under the control of trustees. Where there are employees who leave the schemes prior to vesting fully in the contributions, the contributions payable by the Company are reduced by the amount of forfeited contributions.
The total cost charged to the income statement of £1,255,000 (2023: £1,302,000) represents
contributions payable to these schemes by the Company at rates specified in the rules of the plans.
There were £nil outstanding contributions at the balance sheet date (2023: £126,000).
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Related party transactions
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As a wholly owned subsidiary of the ultimate parent company, WPP plc, advantage has been taken of the exemption afforded by FRS 101 'Reduced Disclosure Framework' not to disclose any related party transactions with other wholly owned members of the Group, or information around remuneration of key management personnel.
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Post balance sheet events
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Except for the matter identified in note 11 relating to the identification of distribution which may have arisen otherwise than in accordance with the Companies Act 2006, there have been no significant events affecting the Company since the year end.
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