Company registration number 11297107 (England and Wales)
KEYWORDS VENTURES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
KEYWORDS VENTURES LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
KEYWORDS VENTURES LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
Fixed assets
Investments
7
174,815
174,815
Current assets
Debtors
9
1,318,297
114,550
Creditors: amounts falling due within one year
10
(25,828)
(70,046)
Net current assets
1,292,469
44,504
Total assets less current liabilities
1,467,284
219,319
Creditors: amounts falling due after more than one year
11
(685,735)
(723,806)
Net assets/(liabilities)
781,549
(504,487)
Capital and reserves
Called up share capital
13
114,550
114,550
Profit and loss reserves
666,999
(619,037)
Total equity
781,549
(504,487)

The notes on pages 2 to 6 form part of these financial statements.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 18 October 2023 and are signed on its behalf by:
Mr J Hauck
Director
Company Registration No. 11297107
KEYWORDS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information

Keywords Ventures Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, 110 High Holborn, London, WC1V 6JS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in Euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €. Please note that the parent company, Keywords Studios PLC, also report in Euro (€).

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

KEYWORDS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments

The company conducts impairment reviews of investments in subsidiaries whenever events or circumstances indicate that their carrying value may not be recoverable. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and whether it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

KEYWORDS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
3
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the company
3,125
3,374
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Total
2
2

Both of the employees disclosed above are directors of the company, neither of whom are remunerated from this company (2021: €Nil).

5
Profit on disposal of shares

The profit on disposal of shares held in Appsectest Limited has been reached by adjusting the previously impaired cost of investment and the outstanding loans due from the investee including the accrued interest thereon against the sales proceeds . The fixed dividends receivable since prior years on the previously impaired investment including the interest accrued thereon have also been adjusted and recognised as income during the year.

6
Taxation

There was no corporation tax or deferred tax (credit)/charge to the profit and loss account in the current or previous period.

7
Fixed asset investments
2022
2021
Shares in group undertakings and participating interests
174,815
174,815

The company has disposed all its shares held previously in AppSecTest Limited on 13 April 2022. The investment cost had been fully impaired in prior years.

8
Associates

Details of the company's associates at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Itza Media
The Fisheries, 1 Mentmore Terrace, London, United Kingdom, E8 3PN
Ordinary
1.15
KEYWORDS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
9
Debtors
2022
2021
Amounts falling due within one year:
Amounts owed by group undertakings
1,318,297
114,550

Amounts due from group undertakings are interest free, unsecured and receivable on demand.

10
Creditors: amounts falling due within one year
2022
2021
Trade creditors
-
0
357
Amounts owed to group undertakings
20,109
64,421
Accruals and deferred income
5,719
5,268
25,828
70,046
11
Creditors: amounts falling due after more than one year
2022
2021
Notes
Other borrowings
12
685,735
723,806

The terms of amounts owed to group undertakings are based on the underlying contracts and are interest bearing.

12
Loans and overdrafts
2022
2021
Loans from group undertakings and related parties
685,735
723,806
Payable after one year
685,735
723,806

During previous periods, the company received various loans from other members of the Keywords group. These are all interest bearing at between 1.5% per annum and 4.75% per annum and all repayable in more than one year.

KEYWORDS VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
13
Called up share capital
2022
2021
Ordinary share capital
Issued and fully paid
10,000,000 Ordinary shares of GBP £0.01 each
114,550
114,550

Each share is entitled to one vote in any circumstances. Each class of share has a separate entitlement to dividend as determined by the board of directors.

14
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Stephen McCallion
Statutory Auditor:
BDO Statutory Audit Firm
15
Related party transactions

As a wholly owned subsidiary undertaking of Keywords Studios PLC, the company has taken advantage of the exemption under Financial Reporting Standard 102, paragraph 33.1A, not to disclose transactions with other group companies.true

16
Ultimate Parent and Controlling Party

The immediate parent undertaking is Keywords UK Holdings Limited, a company incorporated in England & Wales, who's registered office is 4th Floor, 110 High Holborn, London, WC1V 6JS.

The ultimate parent undertaking is Keywords Studios PLC and its registered office is 4th Floor, 110 High Holborn, London, WC1V 6JS. Keywords Studios PLC heads the group for which consolidated financial statements are prepared, that include the results of the company. Copies can be obtained from the Companies House website.

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