Caseware UK (AP4) 2025.0.111 2025.0.111 2024-12-31 2024-12-31 The company recognises turnover from the provision of multichannel e-commerce software to retailers and wholesalers in the United Kingdom and Europe. Turnover is stated net of VAT and trade discounts. Turnover is measured based on the consideration to which the company expects to be entitled in a contract and excludes amounts collected on behalf of third parties. The company recognises turnover when it transfers control of a service to the customer. Subscription Revenue: For subscription revenue, the customer simultaneously receives and consumes the benefits, and revenue is recognised over time on a straight-line basis. Set-up Fee: This relates to the provision of an initial service that is distinct from the ongoing subscription service. The performance obligation is satisfied at the time of delivery, and the revenue is recognised when the service is provided and the customer obtains control of the benefit. CSP Revenue: The company recognises turnover from the provision of multichannel e-commerce software to retailers and wholesalers in the United Kingdom and Europe. Turnover is stated net of VAT and trade discounts. Turnover is measured based on the consideration to which the company expects to be entitled in a contract and excludes amounts collected on behalf of third parties. The company recognises turnover when it transfers control of a service to the customer. Subscription Revenue: For subscription revenue, the customer simultaneously receives and consumes the benefits, and revenue is recognised over time on a straight-line basis. Set-up Fee: This relates to the provision of an initial service that is distinct from the ongoing subscription service. The performance obligation is satisfied at the time of delivery, and the revenue is recognised when the service is provided and the customer obtains control of the benefit. CSP Revenue: CSP project work: Project-based revenue is recognised based on milestones when specific contractual milestones are achieved, reflecting the stage of completion and benefits that have been received. We employ a project completion percentage method to accurately calculate the revenue recognised each month. This method involves tracking progress against the agreed-upon milestones and calculating the percentage of the project completed. This ensures that revenue is recognised only when the corresponding value has been delivered to the customer, providing an accurate reflection of our performance and financial position in accordance with FRS 102. CSP Hourly work: Hourly revenue is recognised on a time and materials basis. At the end of each month, time logged on work for the client is reviewed, approved and charged at a pre-agreed hourly rate to the client once they have received the benefit. CSP Performance Work: Performance revenue is recognised at the end of each month based on a pre-agreed percentage of revenue made from advertising channels we manage for the client in that month. The revenue from the advertising channel is determined from the agreed channel analytics platform e.g. Google, Amazon or eBay. This revenue is recognised in the Income Statement and Accrued Revenue within Debtors in the balance sheet. An invoice is sent to the client after month end. Where a contract has only been partially completed at the balance sheet date, turnover represents the value of the service provided to date based on a proportion of the total contract value. Where payments are received from customers in advance of services provided, the amounts are recorded as Contract Liabilities and included as part of Creditors due within one year. Where services are provided during the year and payment is received subsequently, the amounts are recorded as Contract Assets and are included in Debtors due within one year.Subsequent to the year end, the Company's immediate parent undertaking, WPP Group (UK) Limited, entered into an agreement to sell its entire holding of 14,740,000 ordinary shares, representing 100% of the issued ordinary share capital of the Company, to members of the Company's management team. The ordinary shares were transferred for consideration of £1. The transaction also included certain ongoing rights and obligations between the parties, including the retention of a preference share and rights to specified future payments under the terms of the Share Purchase Agreement. Following completion of the transaction, control of the Company transferred to the purchasers. As part of the transaction, the Company underwent a significant recapitalisation and restructuring of its funding arrangements. On 12 November 2025, WPP Group (UK) Limited subscribed for new shares in the Company for cash consideration of approximately £15.1 million. The funds were received by the Company and were used to facilitate the settlement of amounts outstanding under the WPP Group cash pooling arrangements and support the Company's separation from the WPP Group. As a result, the material intercompany indebtedness outstanding at 31 December 2024 was subsequently settled and/or extinguished as part of the wider restructuring process. These events occurred after the reporting date and are therefore non-adjusting post balance sheet events. Accordingly, no adjustment has been made to the amounts recognised in the financial statements at 31 December 2024. However, the directors consider these events to be significant to an understanding of the Company's financial position and funding arrangements following the year end.2024-01-01 true false The company's principal activity is the provision of multi-channel e-commerce software to retailers and wholesalers in the United Kingdom and Europe.27 55 true false 04918219 2024-12-31 04918219 2024-01-01 2024-12-31 04918219 2023-01-01 2023-12-31 04918219 2023-12-31 04918219 1 2024-01-01 2024-12-31 04918219 d:Director3 2024-01-01 2024-12-31 04918219 d:Director4 2024-01-01 2024-12-31 04918219 c:ComputerEquipment 2024-01-01 2024-12-31 04918219 c:ComputerEquipment 2024-12-31 04918219 c:ComputerEquipment 2023-12-31 04918219 c:ComputerEquipment c:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 04918219 c:Goodwill 2024-12-31 04918219 c:Goodwill 2023-12-31 04918219 c:CurrentFinancialInstruments 2024-12-31 04918219 c:CurrentFinancialInstruments 2023-12-31 04918219 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-31 04918219 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 04918219 c:ShareCapital 2024-12-31 04918219 c:ShareCapital 2023-12-31 04918219 c:SharePremium 2024-12-31 04918219 c:SharePremium 2023-12-31 04918219 c:RetainedEarningsAccumulatedLosses 2024-12-31 04918219 c:RetainedEarningsAccumulatedLosses 2023-12-31 04918219 d:OrdinaryShareClass1 2024-01-01 2024-12-31 04918219 d:OrdinaryShareClass1 2024-12-31 04918219 d:OrdinaryShareClass1 2023-12-31 04918219 d:FRS102 2024-01-01 2024-12-31 04918219 d:Audited 2024-01-01 2024-12-31 04918219 d:FullAccounts 2024-01-01 2024-12-31 04918219 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 04918219 d:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 04918219 c:Goodwill c:OwnedIntangibleAssets 2024-01-01 2024-12-31 04918219 e:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 04918219 CLOUD COMMERCE GROUP LTD ANNUAL REPORT AND FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2024
CLOUD COMMERCE GROUP LTD CONTENTS
| Page
Balance Sheet | 1 - 2
Notes to the Financial Statements | 3 - 14
CLOUD COMMERCE GROUP LTD REGISTERED NUMBER: 04918219 BALANCE SHEET AS AT 31 DECEMBER 2024
|  |  | 2024 |  | 2023
| Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 750,000 |  | 900,000
Tangible assets | 6 |  | 19,626 |  | 36,921
|  |  | 769,626 |  | 936,921
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 1,174,120 |  | 403,927 |
Cash at bank and in hand |  | 24,043 |  | 300,993 |
|  | 1,198,163 |  | 704,920 |
Creditors: amounts falling due within one year | 8 | (14,794,595) |  | (13,296,103) |
Net current liabilities |  |  | (13,596,432) |  | (12,591,183)
Total assets less current liabilities |  |  | (12,826,806) |  | (11,654,262)
Provisions for liabilities |  |  |  |  |
Deferred tax |  | (9,230) |  | (9,230) |
|  |  | (9,230) |  | (9,230)
Net liabilities |  |  | (12,836,036) |  | (11,663,492)
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 474,000 |  | 474,000
Share premium account |  |  | 168,667 |  | 168,667
Profit and loss account |  |  | (13,478,703) |  | (12,306,159)
|  |  | (12,836,036) |  | (11,663,492)
Page 1
CLOUD COMMERCE GROUP LTD REGISTERED NUMBER: 04918219 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ M A J Briggs | ................................................ K R Platt
Director | Director
Date: 8 August 2026 | Date:8 August 2026
The notes on pages 3 to 14 form part of these financial statements. Page 2
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the preceding year. Cloud Commerce Group Ltd is a company limited by shares incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of the registered office is First Floor, 20 Swan Street, Manchester, England, M4 5JW. The nature of the company's operations and its principal activities are set out in the directors report. 2.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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 2.2 | Going concern
The Company's balance sheet at 31 December 2024 disclosed net current liabilities of £13.6 million (2023: £12.4 million) and net liabilities of £12.9 million (2023: £11.7 million). The net liability position principally arose as a result of amounts owed to group undertakings of £14.0 million together with cumulative historic trading losses. In assessing the appropriateness of the going concern basis of preparation, the Directors have considered the Company's forecast trading performance, forecast cash flows and liquidity position for a period extending to at least twelve months from the date of approval of these financial statements. The forecasts reflect the ongoing restructuring of the business, the implementation of Project Phoenix, expected cost reductions and the migration of customers from legacy platforms. The Directors have also considered a range of downside sensitivity scenarios, including reductions in forecast revenue, reductions in gross profit and increases in operating costs. Under each of the scenarios modelled, the Company is forecast to maintain positive cash balances throughout the assessment period. Subsequent to the year end, the Company was acquired through a management buyout from WPP Group (UK) Limited. As part of this transaction, WPP Group (UK) Limited subscribed for shares in the Company for cash consideration of approximately £15.1 million. The funds were received by the Company and used to facilitate the settlement of balances within the WPP Group cash pooling arrangements and to support the separation of the Company from the WPP Group. As a consequence, the material intercompany indebtedness that existed at 31 December 2024 was subsequently settled and/or extinguished as part of the wider recapitalisation and restructuring process. The Directors therefore consider that the significant net liability position reported at 31 December 2024 is not representative of the Company's post-restructuring financial position. The Directors have also reviewed the Company's current cash resources and forecast cash balances. At June 2026, the Company held cash balances of approximately £481,000 and management's forecasts demonstrate that cash balances remain positive throughout the assessment period, with forecast liquidity headroom maintained under both the base case forecast and the downside sensitivities considered. Page 3
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.2 | Going concern (continued)
Having considered the forecast performance of the business, available cash resources, the post year-end recapitalisation and settlement of historical group indebtedness, together with the results of the sensitivity analysis performed, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial statements. The financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
| 2.3 | Foreign currency
The financial statements are presented in pounds sterling, which is the currency of the primary economic environment in which the company operates (its functional currency). Transactions in currencies other than the functional currency are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in the income statement in the period in which they arise.
| 2.4 | Revenue
The company recognises turnover from the provision of multichannel e-commerce software to retailers and wholesalers in the United Kingdom and Europe. Turnover is stated net of VAT and trade discounts. Turnover is measured based on the consideration to which the company expects to be entitled in a contract and excludes amounts collected on behalf of third parties. The company recognises turnover when it transfers control of a service to the customer. Subscription Revenue: For subscription revenue, the customer simultaneously receives and consumes the benefits, and revenue is recognised over time on a straight-line basis. Set-up Fee: This relates to the provision of an initial service that is distinct from the ongoing subscription service. The performance obligation is satisfied at the time of delivery, and the revenue is recognised when the service is provided and the customer obtains control of the benefit. CSP Revenue: CSP project work: Project-based revenue is recognised based on milestones when specific contractual milestones are achieved, reflecting the stage of completion and benefits that have been received. We employ a project completion percentage method to accurately calculate the revenue recognised each month. This method involves tracking progress against the agreed-upon milestones and calculating the percentage of the project completed. This ensures that revenue is recognised only when the corresponding value has been delivered to the customer, providing an accurate reflection of our performance and financial position in accordance with FRS 102. Page 4
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Revenue (continued)
CSP Hourly work: Hourly revenue is recognised on a time and materials basis. At the end of each month, time logged on work for the client is reviewed, approved and charged at a pre-agreed hourly rate to the client once they have received the benefit. CSP Performance Work: Performance revenue is recognised at the end of each month based on a pre-agreed percentage of revenue made from advertising channels we manage for the client in that month. The revenue from the advertising channel is determined from the agreed channel analytics platform e.g. Google, Amazon or eBay. This revenue is recognised in the Income Statement and Accrued Revenue within Debtors in the balance sheet. An invoice is sent to the client after month end. Where a contract has only been partially completed at the balance sheet date, turnover represents the value of the service provided to date based on a proportion of the total contract value. Where payments are received from customers in advance of services provided, the amounts are recorded as Contract Liabilities and included as part of Creditors due within one year. Where services are provided during the year and payment is received subsequently, the amounts are recorded as Contract Assets and are included in Debtors due within one year.
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | 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 profit or loss 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 5
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.8 | Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life which is 10 years.
| 2.9 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 6
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 33% | per annum
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.10 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial assets Financial assets such as trade receivables, loans, and other receivables are recognised and derecognised on a trade date basis. Loans and receivables are measured at fair value using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. Impairment of financial assets Financial assets, other than those held at fair value through statement of comprehensive income, are assessed for indicators of impairment at each reporting date. Financial assets are impaired where there is objective evidence that, at a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying value and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income. If there is a decrease in the impairment loss, the impairment is reversed. The reversal is such that the current carrying value does not exceed what the carrying amount would have been had the impairment not previously been recognised. Write-off policy The company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss. Page 7
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
Derecognition of financial assets The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. Financial liabilities Financial liabilities such as trade creditors, loans, and other payables are recognised and derecognised on a trade date basis. Loans and payables are measured at fair value using the effective interest method, less any derecognition. Interest expense is recognised by applying the effective interest rate, except for short-term payables when the recognition of interest would be immaterial. Derecognition of Financial Liabilities In accordance with FRS 102, a financial liability of the company is only released to the income statement when the underlying legal obligation is extinguished. Page 8
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company’s accounting policies, which are described in note 2, the Directors are required to make judgements, 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 relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the company’s accounting policies The following are the critical judgements that the Directors have made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Intangible assets The Company holds a material goodwill balance arising on the historic acquisition of the original Cloud Commerce business, specifically the Channel Grabber revenue stream. Goodwill is being amortised over an estimated useful economic life of 10 years. Under FRS 102, management is required to assess at each reporting date whether there are indicators that goodwill may be impaired. Where such indicators exist, management must estimate the recoverable amount of the related cash-generating unit and compare this with its carrying amount to determine whether an impairment loss is required. This assessment requires the use of significant judgement and estimation, including consideration of available evidence supporting the future economic benefits expected to be generated by the underlying business and whether the remaining useful economic life remains appropriate. Management's assessment is based primarily on a review of the post year-end performance of the underlying revenue stream to identify whether there are any indicators that the carrying value of the goodwill may no longer be recoverable. As this assessment relies on management judgement, changes in the performance of the underlying business or in the assumptions supporting the assessment could result in an impairment charge being recognised. Accordingly, goodwill impairment represents a significant accounting estimate and key area of management judgement within the financial statements.
4. | Employees
| The average monthly number of employees, including directors, during the year was 27 (2023 - 55).
Page 9
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Intangible assets
|  | Goodwill
|  | £
| Cost |
| At 1 January 2024 | 1,500,000
| At 31 December 2024 | 1,500,000
| Amortisation |
| At 1 January 2024 | 600,000
| Charge for the year on owned assets | 150,000
| At 31 December 2024 | 750,000
| Net book value |
| At 31 December 2024 | 750,000
| At 31 December 2023 | 900,000
Page 10
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost or valuation |
| At 1 January 2024 | 101,104
| At 31 December 2024 | 101,104
| Depreciation |
| At 1 January 2024 | 64,183
| Charge for the year on owned assets | 17,295
| At 31 December 2024 | 81,478
| Net book value |
| At 31 December 2024 | 19,626
| At 31 December 2023 | 36,921
7. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 103,054 | 160,772
| Amounts owed by group undertakings | 968,000 | 199,361
| Other debtors | 93,329 | 17,538
| Prepayments and accrued income | 9,737 | 26,256
|  | 1,174,120 | 403,927
Page 11
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 41,266 | 69,336
| Amounts owed to group undertakings | 14,020,545 | 12,285,106
| Other taxation and social security | 71,434 | 233,296
| Other creditors | 12,195 | 462,090
| Accruals | 127,761 | 244,925
| Deferred income | 521,394 | 1,350
|  | 14,794,595 | 13,296,103
9. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 4,740,000 (2023 - 4,740,000) Ordinary shares of £0.10 each | 474,000 | 474,000
| There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
10. | Retirement Benefit scheme
Defined contribution schemes The company participates in several defined contribution retirement benefit schemes. 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 administrative expenses of £53,927 (2023: £44,999) represents contributions payable to these schemes by the Company at rates specified in the rules of the plans. As at 31 December 2024, contributions of £nil (2023: £7,192) due in respect of the current reporting period had not been paid over to the schemes.
11. | Related party transactions
| The company has taken advantage of the exemption available under FRS 102 Section 33 and has therefore not disclosed transactions entered into with wholly owned fellow group undertakings. Accordingly, transactions, balances and commitments with wholly owned members of the group are excluded from the related party disclosures presented in these financial statements.
Page 12
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Post balance sheet events
Subsequent to the year end, the Company's immediate parent undertaking, WPP Group (UK) Limited, entered into an agreement to sell its entire holding of 14,740,000 ordinary shares, representing 100% of the issued ordinary share capital of the Company, to members of the Company's management team. The ordinary shares were transferred for consideration of £1. The transaction also included certain ongoing rights and obligations between the parties, including the retention of a preference share and rights to specified future payments under the terms of the Share Purchase Agreement. Following completion of the transaction, control of the Company transferred to the purchasers. As part of the transaction, the Company underwent a significant recapitalisation and restructuring of its funding arrangements. On 12 November 2025, WPP Group (UK) Limited subscribed for new shares in the Company for cash consideration of approximately £15.1 million. The funds were received by the Company and were used to facilitate the settlement of amounts outstanding under the WPP Group cash pooling arrangements and support the Company's separation from the WPP Group. As a result, the material intercompany indebtedness outstanding at 31 December 2024 was subsequently settled and/or extinguished as part of the wider restructuring process. These events occurred after the reporting date and are therefore non-adjusting post balance sheet events. Accordingly, no adjustment has been made to the amounts recognised in the financial statements at 31 December 2024. However, the directors consider these events to be significant to an understanding of the Company's financial position and funding arrangements following the year end.
13. | Controlling party
At 31 December 2024, the directors regarded WPP Group (UK) Limited, a company incorporated in England and Wales, as the company's immediate parent undertaking. The directors considered WPP plc, a company incorporated in Jersey, to be the ultimate parent undertaking. As WPP plc had multiple shareholders, none of whom exercised ultimate control, the directors considered that there was no ultimate controlling party. The parent undertaking of the largest group into which the results of Cloud Commerce Group Ltd were consolidated at 31 December 2024 was WPP plc. Copies of these consolidated financial statements can be obtained from its registered office: Queensway House, Hilgrove Street, St Helier, Jersey JE1 1EG. The parent undertaking of the smallest group into which the results of Cloud Commerce Group Ltd were consolidated at 31 December 2024 was WPP Jubilee Limited, whose registered office is Sea Containers House, 18 Upper Ground, London, SE1 9GL. Copies of these consolidated financial statements can be obtained from Companies House or from its registered office: Sea Containers House, 18 Upper Ground, London, SE1 9GL. As disclosed in note 13, on 12 November 2025 WPP Group (UK) Limited disposed of its entire shareholding in the Company to members of the Company's management team. Accordingly, from that date WPP Group (UK) Limited and WPP plc ceased to be the Company's immediate parent undertaking and ultimate parent undertaking respectively. Following the transaction, M A J Briggs and K R Platt each acquired a 50% interest in the ordinary share capital of the Company. As neither shareholder individually exercises ultimate control, the directors consider that there is no ultimate controlling party as at the date of approval of these financial statements. Page 13
CLOUD COMMERCE GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 8 August 2026 by Jenny McCabe (Senior Statutory Auditor) on behalf of MHA.
Page 14