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Registered number: 03425312 MINDSHARE MEDIA UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 Registered office address: Rose Court 2 Southwark Bridge Road London SE1 9HS United Kingdom
MINDSHARE MEDIA UK LIMITED CONTENTS
| Page(s)
Strategic Report | 1 - 7
Directors' Report | 8 - 10
Independent Auditors' Report | 11 - 13
Income Statement | 14
Balance Sheet | 15
Statement of Changes in Equity | 16
Notes to the Financial Statements | 17 - 33
MINDSHARE MEDIA UK LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their Strategic Report on Mindshare Media UK Limited (the 'Company') for the year ended 31 December 2025.
Principal activities
The Company is a member of the WPP plc Group (the 'Group' or 'WPP'). The Company's principal activity is the provision of media buying and planning services in the United Kingdom. The Company also acts as an administrative centre for some global activities of the wider Mindshare Group.
Future developments
In October 2025 it was announced that the Company would be transferring its operations, assets and liabilities into other fellow WPP Group companies. This is currently expected to happen in 2026, with the intention of also liquidating the legal entity in 2026. The financial statements have therefore been prepared on a basis other than going concern.
Business review
Revenue has decreased by 19.0% year-on-year, from £216,109,000 to £174,942,000. The Company made a profit for the year ended 31 December 2025 of £22,973,000, which will be transferred to reserves (2024: a profit of £34,971,000, which was transferred to reserves).
Dividends
The Company did not pay or declare any dividends in the current year or prior year to its ordinary shareholders.
Going concern and liquidity risk
In October 2025 it was announced that the Company would be transferring its operations, assets and liabilities into other fellow WPP Group companies. This is currently expected to happen in 2026, with the intention of also liquidating the legal entity in 2026. The financial statements have therefore been prepared on a basis other than going concern. As at 31 December 2025, the Company has net current assets of £141,498,000 and can therefore meet its short and long-term obligations as they fall due, including any incidental expenses that may arise in the process of liquidation. Page 1
MINDSHARE MEDIA UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Financial risk management and principal risks and uncertainties
The Directors of the Company have considered the principal risks and uncertainties affecting the Company as at 31 December 2025 and up to date of this report. The Directors consider that until the Company successfully transfers out its business, its risks remain consistent with it continuing to operate, and no new risks arise from the Company's ceasing to apply the going concern basis. 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, anticipate and determine general trends in marketing spend and develop pre-emptive plans to prepare, redeploy resources and manage costs according to expected shifts. Geopolitical risk Geopolitical tensions and an increase in conflicts continue to have a destabilising effect. Alongside an adverse effect upon the economic outlook, there is 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. Actual and threatened geopolitical tension and conflicts lead to greater uncertainty, supply chain risk and economic instability, and a general lack of confidence for many of our clients who are inclined to scale back, delay or cancel their marketing plans and budgets. Our primary focus is the safety and security of our people, and for extreme events or periods of disruption we have developed a series of crisis and response plans that focus upon the wellbeing of our people and their families. 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. AI Failure to adapt to the pace of change in the tech landscape and AI and to optimise, deploy and engage clients in the suite of products offered by WPP Open, the Group's agentic marketing platform, may impact the overall operation of the business. IP laws, and in particular the analysis of copyright infringement, are evolving in generative AI specifically. Where AI is used in client deliverables, IP infringement risk, particularly copyright infringement risk, must be assessed in the context of the underlying data sets used in the creation of client work. The use of AI agents within our operations, particularly in client-facing or decision-making roles, introduces risks related to unintended or erroneous outputs, lack of transparency in their decision-making processes, or the potential for misuse if compromised. Page 2
MINDSHARE MEDIA UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Financial risk management and principal risks and uncertainties (continued) 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 optimise and deploy the suite of products offered by WPP Open and/or fail to 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 new and emerging competitors leveraging the opportunities AI offers to gain a competitive advantage could result in lost market share, decreased revenue and reduced profitability. Generated materials may infringe third-party IP resulting in legal costs and client reputation impact. Client dissatisfaction, reputational damage and financial penalties could result if AI agents act outside established ethical guidance or regulatory frameworks. 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. 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. While AI provides many opportunities (including efficiencies and new services and offerings), we also continue to review and consider the impact around our business model. 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 any resulting reductions 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 including through workforce responsive to, for example, the incorporation into team architecture and management of intelligent systems and capabilities, and accountabilities required for that. Page 3
MINDSHARE MEDIA UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Financial risk management and principal risks and uncertainties (continued) We are highly dependent on the talent, creative abilities and technical skills of our people as well as their relationships with our clients. We are vulnerable to the loss of people to competitors and clients, leading to disruption to the business. 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. Cyber and information security The Group has in the past, and may in the future, experience a cyber attack that leads to harm or disruption to our operations, systems or services. This risk has increased as the prevalence and sophistication of generative AI means there are both human and AI-generated attacks. Attackers are increasingly leveraging AI and agentic systems to automate and scale their offensive capabilities, leading to the deployment of more sophisticated, evasive and rapidly evolving cyber threats. 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 conflicts continue to trigger an increase in cyber-attacks generally. AI enables attackers to develop highly customised and adaptive attack vectors, making them difficult to detect and defend against using traditional security tools. Automation through AI can significantly amplify the scale and speed of attacks, overwhelming our human defensive response capacities. AI can help attackers identify and exploit weaknesses in defensive systems more effectively. AI-generated content (for example, deepfakes or highly personalised phishing emails) can make social engineering attacks far more convincing and widespread. 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 continually raise our people’s security awareness through mandatory training and rolling phishing simulation and education programmes. We also run lessons-learned exercises on any major industry breach. The Group is developing, evaluating and integrating advanced AI-powered defensive strategies and tools into our security operations to supplement human resources. Currency risk Overall, we have minimal exposure to currency risks due to mainly transacting in Pounds sterling. The Group's treasury function manages currency risk centrally. Page 4
MINDSHARE MEDIA UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Financial risk management and principal risks and uncertainties (continued) 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)
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, details of its SECR and other relevant environmental reporting details, including greenhouse gas emissions, energy consumption and energy efficiency action, are included, together with the other Group subsidiaries, in the WPP plc Annual report. Refer to pages 43-49 of the 2025 Annual report of WPP plc available at wpp.com/investors for more information.
Financial key performance indicators
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. Page 5
MINDSHARE MEDIA UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Company
The Directors of the Company, as of those of all UK companies, must act in accordance with section 172 of the 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 its members. In doing this, section 172 requires the Directors to have regard for, among other matters, to: ∙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 Page 6
MINDSHARE MEDIA UK LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 disaster relief. 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 3 July 2026 and signed on its behalf.
S Paradine Director
Page 7
MINDSHARE MEDIA UK LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The Directors present their report and the audited financial statements for the year ended 31 December 2025.
Results
The Company's results for the financial year are shown in the income statement on page 14.
Directors and their interests
The Directors who served during the year and up to the date of signing of the financial statements, unless otherwise stated, were:
J Lloyd-Williams
R Kelly
V Evans (resigned 21 May 2026)
M Karg
S Paradine
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.
Directors' indemnity
Each of the Directors benefits 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
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 51-53 of the 2025 Annual report of WPP plc available at wpp.com/investors for more information.
Engagement with suppliers, customers and others
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 on pages 72-75 of the 2025 Annual report of WPP plc. Page 8
MINDSHARE MEDIA UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disabled employees
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
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have 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 these 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 to enable them to ensure that the financial statements comply with the Companies Act 2006.
Matters covered in the Strategic Report
The following items have been included in the Strategic Report on pages 1 - 7 ∙ principal activities ∙ future developments; ∙ business review; ∙ dividends paid or declared; ∙ going concern and liquidity risk; ∙ financial risk management and principal risks and uncertainties; and ∙ environmental matters and streamlined energy and carbon reporting (SECR). Page 9
MINDSHARE MEDIA UK LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' confirmations
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
There have been no significant events affecting the Company since the year end.
Auditors
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 3 July 2026 and signed on its behalf.
S Paradine Director
Page 10
MINDSHARE MEDIA UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINDSHARE MEDIA UK LIMITED Report on the audit of the financial statements Opinion In our opinion, Mindshare Media UK Limited's financial statements: ∙give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the 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 2025; ∙the Income Statement for the year then ended; ∙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. Emphasis of matter - financial statements prepared on a basis other than going concern In forming our opinion on the financial statements, which is not modified, we draw attention to note 2.4 to the financial statements which describes the Directors' reasons why the Company financial statements have been prepared on a basis other than going concern. 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 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 Companies Act 2006 have been included. Page 11
MINDSHARE MEDIA UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINDSHARE MEDIA UK LIMITED 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 2025 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, employment law 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 Directors, including consideration of potential instances of noncompliance 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. Page 12
MINDSHARE MEDIA UK LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINDSHARE MEDIA UK LIMITED 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 ∙the Company's financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors's remuneration specified by law are not made. 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 03 July 2026 Page 13
MINDSHARE MEDIA UK LIMITED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £000 | £000
Revenue | 4 | 174,942 | 216,109
Cost of sales |  | (120,350) | (153,648)
Gross profit |  | 54,592 | 62,461
Administrative expenses |  | (37,096) | (31,414)
Operating profit | 6 | 17,496 | 31,047
Interest receivable and similar income | 9 | 28,268 | 24,401
Interest payable and similar expenses | 10 | (22,728) | (18,797)
Profit before tax |  | 23,036 | 36,651
Taxation | 11 | (63) | (1,680)
Profit for the financial year |  | 22,973 | 34,971
The notes on pages 17 to 33 form part of these financial statements.
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.
Page 14
MINDSHARE MEDIA UK LIMITED REGISTERED NUMBER: 03425312 BALANCE SHEET AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £000 | £000
Current assets |  |  |
Goodwill | 12 | 9,491 | 9,491
Tangible assets |  | 64 | 97
Work in progress |  | 8 | -
Trade and other receivables | 13 | 937,220 | 724,483
Cash at bank and in hand |  | 890 | 869
|  | 947,673 | 734,940
Current liabilities |  |  |
Trade and other payables | 14 | (806,175) | (617,169)
Net current assets |  | 141,498 | 117,771
Net assets |  | 141,498 | 117,771
Equity |  |  |
Called up share capital | 15 | 2,269 | 2,269
Share premium account |  | 1,800 | 1,800
Profit and loss account |  | 137,429 | 113,702
Total equity |  | 141,498 | 117,771
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 July 2026.
S Paradine
Director
The notes on pages 17 to 33 form part of these financial statements. Page 15
MINDSHARE MEDIA UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £000 | £000 | £000 | £000
At 1 January 2024 | 2,269 | 1,800 | 77,386 | 81,455
Profit and total comprehensive income for the year | - | - | 34,971 | 34,971
Equity settled share-based incentive plans | - | - | 1,345 | 1,345
At 31 December 2024 | 2,269 | 1,800 | 113,702 | 117,771
Profit and total comprehensive income for the year | - | - | 22,973 | 22,973
Equity settled share-based incentive plans | - | - | 754 | 754
At 31 December 2025 | 2,269 | 1,800 | 137,429 | 141,498
| The notes on pages 17 to 33 form part of these financial statements.
Page 16
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
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 Rose Court, 2 Southwark Bridge Road, London, SE1 9HS, United Kingdom. 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 - 7. 2. Material accounting policies
| 2.1 | Basis of preparation of financial statements
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, except for the departure from the Companies Act explained in note 12. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following material accounting policies have been consistently applied to all the years presented, unless otherwise stated:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
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; - paragraph 118(e) of IAS 38 Intangible Assets; ∙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 ∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets. Page 17
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2. Material accounting policies (continued)
| 2.3 | Consolidation and ultimate parent company
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, which is Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom. The immediate parent undertaking is WPP Toronto Limited.
| 2.4 | Going concern
In October 2025 it was announced that the Company would be transferring its operations, assets and liabilities into other fellow WPP Group companies. This is currently expected to happen in 2026, with the intention of also liquidating the legal entity in 2026. The financial statements have therefore been prepared on a basis other than going concern. As at 31 December 2025, the Company has net current assets of £141,498,000 and can therefore meet its short and long-term obligations as they fall due, including any incidental expenses that may arise in the process of liquidation.
| 2.5 | Impact of new international reporting standards, amendments and interpretations
The Company has applied the following standards and amendments for the first time for the reporting period commencing 1 January 2025: ∙Lack of Exchangeability (Amendments to IAS 21) 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. Page 18
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2. Material accounting policies (continued)
| 2.5 | Impact of new international reporting standards, amendments and interpretations (continued)
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: ∙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. ∙Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7). These amendments to standards are not expected to have a material impact in these financial statements as the Company does not hold any such contracts. ∙Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21). No impact is expected on these financial statements. ∙IFRS 18 "Presentation and Disclosure in Financial Statements". The Company is currently assessing the impact of this standard. ∙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.
| 2.6 | Foreign currency translation
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.
| 2.7 | Revenue
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. Page 19
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2. Material accounting policies (continued)
| 2.7 | Revenue (continued)
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. Revenue recognised over time is based on the proportion of the level of service performed. Either an input or an output method, depending on the particular arrangement, is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are used as an objective input measure of performance. The primary input of substantially all work performed under these arrangements is labour. There is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulates in the contract, are used to assess proportional performance. 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. The amount of revenue recognised depends on whether we act as an 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. When the Company acts as a principal, the revenue recorded, in accordance with IFRS 15, is gross of media costs incurred and head office costs recharged out to other GroupM agencies. The related costs are recognised as cost of sales. Where payments are received from customers in advance of services provided, the amounts are recorded as Deferred Income and included as part of Trade and other payables due within one year. Where services are provided to customers in advance of payments, the amounts are recorded as Accrued Income and included as part of Trade and other receivables. Charges and credits between Group companies related to allocation of media buying margins are treated as adjustments to cost of sales. These amounts are excluded from revenue. Page 20
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2. Material accounting policies (continued)
| 2.7 | Revenue (continued)
When the Company receives a contractual profit share from another Group company while acting as a principal, the amounts are treated as adjustments to cost of sales. These amounts are excluded from revenue. When the Company receives a contractual profit share from another Group company while acting as an agent, the amounts are recorded as revenue.
| 2.8 | Cost of sales and administrative expenses
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.
| 2.9 | Pensions
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. Page 21
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2. Material accounting policies (continued)
| 2.10 | Share-based payments
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 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. Where equity instruments are granted to persons other than employees, the income statement is charged with fair value of goods and services received.
| 2.11 | Interest receivable and similar income
Interest income is recognised in the income statement using the effective interest method.
| 2.12 | Interest payable and similar expenses
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.
| 2.13 | Taxation
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. 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 future taxable profits.
| 2.14 | Goodwill
Goodwill is stated at cost less impairments. Goodwill is deemed to have an indefinite useful life and is tested for impairment at least annually. Page 22
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2. Material accounting policies (continued)
| 2.15 | Trade and other receivables
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. Long-term receivables are discounted where the effect is material.
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.
| 2.17 | Trade and other payables
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. Creditors are presented as amounts falling due within one year unless payment is not due within 12 months after the reporting period.
| 2.18 | Share capital
Ordinary shares are classified as equity. Page 23
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the Directors are required to make judgements (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 estimates that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year.
4. | Revenue
The majority of the Company's revenue is attributable to the provision of media buying and planning services. The Company also acts as an administrative centre for some global activities of the wider Mindshare Group. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| United Kingdom | 143,321 | 161,602
| Rest of Europe | 26,233 | 39,636
| Rest of the world | 5,388 | 14,871
|  | 174,942 | 216,109
5. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 275 | 218
| There were no non-audit services provided by the Company's auditors in the current or prior year.
Page 24
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Depreciation of owned tangible fixed assets | 33 | 33
| Foreign exchange losses | 1,777 | 252
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Wages and salaries | 50,932 | 62,907
| Social security costs | 4,166 | 6,152
| Cost of defined contribution pension scheme | 2,292 | 3,434
| Share-based payments | 754 | 1,345
| Severance and redundancy costs | 873 | 1,031
| Benefits and other employee costs | 571 | 1,024
|  | 59,588 | 75,893
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | Number | Number
|  | Executive | 8 | 10
|  | Agency | 393 | 583
|  | Administration | 21 | 58
|  |  | 422 | 651
Page 25
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Directors' emoluments | 623 | 1,703
| Company contributions to defined contribution pension schemes | 50 | 125
| Amounts paid to third parties in respect of directors' services | 87 | 7
|  | 760 | 1,835
| During the year retirement benefits were accruing to five Directors (2024 - seven Directors) in respect of defined contribution pension schemes. Five of the Directors exercised share options in the year (2024: three) and five Directors became entitled to receive shares under the long-term incentive scheme (2024: three).
| The highest paid Director received remuneration of £324,000 (2024 - £523,000).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £27,000 (2024 - £40,000).
| During the year three Directors (2024: one Director) of the Company were remunerated as executives of the Group by a fellow Group company. They received remuneration of £87,000 in respect of their services to the Company (2024: £7,000).
9. | Interest receivable and similar income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Group interest receivable | 28,268 | 24,023
| Bank interest receivable | - | 378
|  | 28,268 | 24,401
| Group interest receivable relates to interest recharged by the Company to other Group companies in respect of cash pooling arrangements provided. Please refer to note 13 for details of the related balances.
Page 26
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Group interest payable | 22,728 | 18,797
|  | 22,728 | 18,797
| Group interest payable relates to interest charged on the Company's cash pooling balance. Please refer to note 14 for details of the related balances.
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Current tax |  |
| Overseas tax suffered | 63 | 149
| Total current tax | 63 | 149
| Deferred tax |  |
| Deferred tax charge for the year | - | 1,671
| Adjustment for prior years | - | (140)
| Total deferred tax | - | 1,531
| Total tax charge | 63 | 1,680
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MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11. Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Profit before tax | 23,036 | 36,651
| Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 5,759 | 9,163
| Effects of: |  |
| Expenses not deductible for tax purposes | 307 | 526
| Adjustments to tax charge in respect of prior periods | - | (140)
| Irrecoverable withholding taxes | 63 | 150
| Unrecognised temporary differences | (299) | 1,371
| Group relief | (5,767) | (9,390)
| Total tax charge for the year | 63 | 1,680
| Deferred tax assets not recognised As at 31 December 2025, deferred tax assets of £1,380,000 (2024: £1,679,000) on temporary differences of £5,521,000 (2024: £6,714,000) related to capital allowances in excess of depreciation were not recognised as it is not probable that there will be sufficient taxable profits against which the assets can be utilised.
| Factors that may affect future tax charges
The UK tax rate for the year ended 31 December 2025 is 25%. Deferred tax balances have been measured accordingly at 25% (2024: 25%). The Company belongs to a group that falls within the scope of the OECD Pillar Two top-up tax rules which applies in the UK from 1 January 2024. Based upon initial assessments, the Group does not expect a top-up tax in the UK and therefore no related current tax has been provided. The Group has also applied the IAS 12 temporary exemption from recognising deferred tax assets and liabilities related to Pillar Two income taxes. Page 28
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Goodwill
|  | £000
| Cost |
| At 1 January 2025 | 9,491
| At 31 December 2025 | 9,491
| Net book value |
| At 31 December 2025 | 9,491
| At 31 December 2024 | 9,491
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MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12. Goodwill (continued)
| All goodwill is allocated to one cash generating unit, being the trade of the Company in the provision of media buying and planning services. This represents the lowest level within the Company at which goodwill is monitored for internal management purposes. No goodwill was allocated to the other cash generating unit, the "Head office function of the global Mindshare network". The recoverable amount of the cash generating unit has been determined based on a value-in-use calculation using cash flow projections based on the Directors' best estimate of future cash flows from the Company's trading operations. These forecasts cover a one year period, after which the cash flows are extrapolated for a further 4 years using a growth rate of 2.0%, being the long-term growth rate for the Company. The resulting cash flows are discounted to present value using a discount rate of 9.75%. The calculation of value in use is most sensitive to the following assumptions: - Profit levels - Discount rate - Long term growth rate The profit levels are internal forecasts based on both internal and external market information, past experience and adjusted for expected changes. The discount rate used is based on the WPP Group calculated weighted average cost of capital for the market that most closely reflects the activities of the Company. The long term growth rates are based on WPP Group long term growth rates for the market that most closely reflects the activities of the Company. The company does not amortise goodwill in accordance with the requirements of IFRS as applied under FRS 101. Instead, an annual impairment test is performed, and management has confirmed that no impairment loss has been identified. The non-amortisation of goodwill conflicts with paragraph 22 of Schedule 1 to ‘The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008’ (SI 2008/410), which requires acquired goodwill to be written off over its useful economic life. As such, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view, from the requirement of paragraph 22 of Schedule 1 to the Regulations. It is not possible to quantify the effect of the departure from the Companies Act because a finite life for the goodwill has not been identified. However, the effect of amortising over a useful life of 10 years would be a charge of £949,100 (2024: £949,100) against operating profit, and a corresponding reduction in the carrying value of goodwill in the balance sheet each year.
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MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Trade and other receivables
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Trade debtors | 92,945 | 93,147
| Amounts owed by group undertakings | 793,532 | 583,937
| Other receivables | 1,894 | 3,144
| Accrued income | 48,698 | 43,884
| Prepayments | 151 | 371
|  | 937,220 | 724,483
| 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 £757,495,000 (2024: £543,830,000) relating to inter-group loans with fellow group companies 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 to group undertakings are interest-free. All amounts owed to group undertakings are unsecured and repayable on demand.
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MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Trade and other payables
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Bank overdraft | - | 86
| Trade payables | 40,755 | 38,113
| Amounts owed to group undertakings | 660,518 | 475,115
| Other taxation and social security | 1,131 | 2,439
| Accruals and deferred income | 103,771 | 101,416
|  | 806,175 | 617,169
| 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 £586,161,000 (2024: £407,457,000) relating to inter-group loans with fellow group companies 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 to group undertakings are interest-free. All amounts owed to group undertakings are unsecured and repayable on demand. The comparative figures have been restated in order to more appropriately disclose trade payables and deferred income and accruals. Certain balances previously presented within trade payables have been reclassified to deferred income and accruals to reflect their underlying nature.
15. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 2,269,002 (2024 - 2,269,002) Ordinary shares of £1.00 each | 2,269 | 2,269
16. | Pension commitments
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 £2,292,000 (2024: £3,434,000) represents contributions payable to these schemes by the Company at rates specified in the rules of the plans. There are £177,000 of outstanding contributions at the balance sheet date (2024: £498,000). Page 32
MINDSHARE MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Related party transactions
| 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 certain information around remuneration of key management personnel.
18. | Post balance sheet events
There have been no significant events affecting the Company since the year end.
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