Company registration number 07704144 (England and Wales)
D3T LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
D3T LIMITED
COMPANY INFORMATION
Directors
Mr F Sioli
Mr S J Powell
Mr J Hauck
Mr G Duranti
Mr R Badger
Company number
07704144
Registered office
4th Floor
110 High Holborn
London
WC1V 6JS
Auditor
BDO Statutory Audit Firm
Block 3, Miesian Plaza
50-58 Baggot Street Lower
Dublin 2
Ireland
Business address
Daresbury Point
Greenwood Drive
Manor Park
Runcorn
Cheshire
United Kingdom
WA7 1UG
D3T LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group profit and loss account
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Notes to the financial statements
13 - 28
D3T LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of business
The principal activity of the company and group during the year was that of outsourced software development for video game projects.
After making enquiries, the Directors consider it appropriate to continue to adopt the going concern basis in preparing the financial statements.
Principal risks and uncertainties
As a company in the Keywords group of companies (the “Keywords Group”), the company leverages the Keywords Group’s resources, infrastructure and processes to help manage and mitigate risks. A detailed review on the business risks and uncertainties of the Keywords Group can be found on pages 54 to 60 of the Keywords Studios plc 2023 Annual Report and Accounts which do not form part of these financial statements. A copy can be found on Companies House.
Applying these to d3T Limited and its subsidiary, d3t Developments Ltd, we consider the main risks to be as follows:
Failure to deliver services
Description & Impact
The company’s services are of a time-critical nature with delays or service delivery failures potentially impacting the development or launch plans for games or lost contracts & idle capacity.
Mitigation
Timely delivery and the resource flexibility to enable delivery to tight deadlines is an integral part of the company’s service, in line with the Keywords Group’s approach. Client contracts enable hybrid working capability to provide flexibility to deliver services from a variety of locations. Prevention of data loss is a key part of the company’s risk programme and business continuity plans have been developed to mitigate any potential disruption.
Tax credits withdrawal risk
Description & Impact
The company receives video games tax relief (VGTR) in the UK relating to qualify costs, a regime designed to promote growth and investment. Any reduction or cancellation of these tax credits could increase the cost base of the business and make the business less competitive.
Mitigation
The Keywords Group works closely with regulators and the government in relation to the tax credits and there is no indication at the date of this report that these tax credits will be removed in the medium term.
Sudden business interruption
Description & Impact
The company and its subsidiary, being part of the Keywords Group, need to minimise business interruptions and be able to continue servicing customer. This threat could be internal such as a major failure in its IT systems but also external such as a pandemic or geopolitical instability.
Mitigation
The group is structured in a way that ensures continuity in production due to adoption of the hybrid working model which minimises disruption. Business continuity plans have been developed to mitigate any potential disruption.
Key performance indicators
The company generated a profit before taxation for the year of £2,055,305 (2022: £2,189,302). The net asset position of the company decreased to £4,606,703 (2022: increased to £4,921,859) reflecting the impact of profit and dividends paid in the year.
The company paid dividends of £3,800,000 (2022: £Nil) during the year. The directors do not recommend a final dividend.
D3T LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Other performance indicators
A standard set of key performance indicators, including revenue, expense and gross profit margin metrics are consistently applied at the company. Financial control is exercised through a rigorous annual budgeting process, timely monthly financial reporting and monthly financial review meetings. The directors are satisfied that reviews of such business and financial results reflect good business practice and that such reviews are performed in a timely manner to allow any required necessary corrective action to be taken.
Other information and explanations
The company is a subsidiary of Keywords Studios plc, a company listed on the AIM Stock Exchange. The company operates in the video games industry and contracts with large gaming developers worldwide which continually presents the company and its subsidiary with significant opportunities.
Future development
The directors are of the opinion that the group’s activities will continue on a similar basis for the foreseeable future.
Mr J Hauck
Director
19 September 2024
D3T LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and consolidated financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company and group continued to be that of computer games development.
Results and dividends
The group profit for the year, after taxation, amounted to £2,362,606 (2022: £2,271,809).
During the year the company paid dividends amounting to £3,800,000 (2022: £Nil).
The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr F Sioli
Mr S J Powell
Mr J Hauck
Mr G Duranti
Mr R Badger
Post reporting date events
There are no significant post reporting period events to report.
Future developments
The Directors are of the opinion that the group’s activities will continue on a similar basis for the foreseeable future.
Auditor
In accordance with the company's articles, a resolution proposing that BDO, Statutory Audit Firm, be reappointed as auditor of the group will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the 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 elected to prepare the financial statements in accordance with the Companies Act 2006 and Financial Reporting Standard 102 (FRS 102), issued by the Financial Reporting Council. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
notify the company's shareholders in writing about the use of any disclosure exemptions, if any, of FRS 102
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ; and
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
D3T LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr J Hauck
Director
19 September 2024
D3T LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF D3T LIMITED
- 5 -
Opinion
We have audited the consolidated financial statements of D3T Limited (‘the Group’) for the year ended 31 December 2023, which comprise the Group Profit and Loss Account, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity and the notes to the financial statements, including a summary of significant accounting policies as set out in Note 1. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland issued in the United Kingdom by the Financial Reporting Council.
In our opinion the financial statements:
give a true and fair view of the assets, liabilities and financial position of the Group and the parent company’s affairs as at 31 December 2023 and of its result for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
the Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
D3T LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D3T LIMITED
- 6 -
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor’s Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion 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 such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in 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 in this regard.
Opinions on other matters prescribed by the Companies Act 2006
Based solely on the work undertaken in the course of the audit, we report that:true
• in our opinion, the information given in the Strategic report and directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• in our opinion, the Strategic report and directors’ report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audi
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as 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 Group’s ability to continue as going concerns, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
D3T LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D3T LIMITED
- 7 -
Auditor's responsibilities for the audit of the financial statements
This report is made solely to the group’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the group’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group and the group’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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.
The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However,the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group. We determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting framework (FRS102 and the Companies Act 2006).
We understood how the Group is complying with those legal and regulatory frameworks by making enquiries to management and those responsible for legal and compliance procedures and the Company secretary. We corroborated our enquiries through our review of board minutes.
We assessed the susceptibility of the Group’s financial statements to material misstatement,including how fraud might occur by meeting with management from various parts of the business to understand where it is considered there was a susceptibility of fraud. We considered the programs and controls that the Group has established to address risks identified, or that otherwise prevent,deter and detect fraud; and how senior management monitors those programs and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free of fraud or error.
A further description of our responsibilities for the audit of the financial statements is located at the Financial Reporting Council’s (“FRC’s”) website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Stephen McCallion (Senior Statutory Auditor)
For and on behalf of BDO Statutory Audit Firm
19 September 2024
Chartered Accountants
Statutory Auditor
Block 3, Miesian Plaza
50-58 Baggot Street Lower
Dublin 2
Ireland
D3T LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
15,749,565
12,885,331
Cost of sales
(9,052,138)
(7,447,128)
Gross profit
6,697,427
5,438,203
Administrative expenses
(4,529,560)
(3,333,219)
Other operating income
-
54,045
Operating profit
4
2,167,867
2,159,029
Interest receivable and similar income
8
76,820
36,523
Interest payable and similar expenses
9
(189,382)
(6,250)
Profit before taxation
2,055,305
2,189,302
Tax on profit
10
307,301
82,507
Profit for the financial year
2,362,606
2,271,809
Profit for the financial year is all attributable to the owner of the parent company.
D3T LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
12
36,194
30,765
Tangible assets
13
1,355,625
1,080,755
1,391,819
1,111,520
Current assets
Debtors
16
5,568,149
9,704,707
Cash at bank and in hand
-
126,125
5,568,149
9,830,832
Creditors: amounts falling due within one year
17
(1,557,361)
(4,073,755)
Net current assets
4,010,788
5,757,077
Total assets less current liabilities
5,402,607
6,868,597
Creditors: amounts falling due after more than one year
18
(500,000)
(500,000)
Provisions for liabilities
Deferred tax liability
19
28,596
-
(28,596)
Net assets
4,902,607
6,340,001
Capital and reserves
Called up share capital
21
111
111
Share premium account
36,064
36,064
Profit and loss reserves
4,866,432
6,303,826
Total equity
4,902,607
6,340,001
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 19 September 2024 and are signed on its behalf by:
19 September 2024
Mr J Hauck
Director
Company registration number 07704144 (England and Wales)
D3T LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
12
36,194
30,765
Tangible assets
13
1,355,625
1,080,755
Investments
14
1
1
1,391,820
1,111,521
Current assets
Debtors
16
4,741,328
7,914,769
Creditors: amounts falling due within one year
17
(1,526,445)
(4,075,835)
Net current assets
3,214,883
3,838,934
Total assets less current liabilities
4,606,703
4,950,455
Provisions for liabilities
Deferred tax liability
19
28,596
-
(28,596)
Net assets
4,606,703
4,921,859
Capital and reserves
Called up share capital
21
111
111
Share premium account
36,064
36,064
Profit and loss reserves
4,570,528
4,885,684
Total equity
4,606,703
4,921,859
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,484,844 (2022 - £2,314,241 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 19 September 2024 and are signed on its behalf by:
19 September 2024
Mr J Hauck
Director
Company registration number 07704144 (England and Wales)
D3T LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
111
36,064
4,032,017
4,068,192
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
2,271,809
2,271,809
Balance at 31 December 2022
111
36,064
6,303,826
6,340,001
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
2,362,606
2,362,606
Dividends
11
-
-
(3,800,000)
(3,800,000)
Balance at 31 December 2023
111
36,064
4,866,432
4,902,607
D3T LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
111
36,064
2,571,443
2,607,618
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
2,314,241
2,314,241
Balance at 31 December 2022
111
36,064
4,885,684
4,921,859
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
3,484,844
3,484,844
Dividends
11
-
-
(3,800,000)
(3,800,000)
Balance at 31 December 2023
111
36,064
4,570,528
4,606,703
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information
d3t Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4th Floor, 110 High Holborn, London, WC1V 6JS.
The group consists of d3t Limited and its subsidiary, d3T Development Limited.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. Please note that the ultimate parent company, Keywords Studios PLC, report in Euro (€).
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company d3t Limited together with its subsidiary, d3T Development Limited. For further details of the subsidiary, see note 15.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.
1.5
Turnover
Fee income represents revenue earned under a wide variety of contracts to provide professional services. Revenue is recognised as earned when, as to that, the firm obtains the right to consideration in exchange for its performance under these contracts. It is measured at the fair value to the right to consideration, which represents amounts chargeable to clients, including expenses and disbursements but excluding VAT.
Revenue is generally recognised as contract activity progresses so that for incomplete contracts it reflects the partial performance of the contractual obligations. For such contracts, the amount of revenue reflects the accrual of the right to consideration by reference to the value of work performed. Revenue not billed to clients is included in debtors and payments on account in excess of the relevant amount of revenue are included within creditors.
Fee income that is contingent on events outside the control of the firm is recognised when the contingent event occurs.
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
33% straight line basis
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the life of the lease
Fixtures and fittings
10% straight line basis
Computers
33% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
1.10
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.
The company is a participator in the groups cash pooling arrangement, where daily excess cash balances or cash deficits are transferred to/from Keywords Studios Limited, a company registered in Ireland, who acts as the cash pool header.
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.11
Financial instruments
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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 cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as 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 amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the group 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 group.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those which they are included in financial statements.
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Share-based payments
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
1.17
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.18
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.
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’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 tangible fixed assets
Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected financial performance of the asset.
Entering into leases
Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risk and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Recoverability of Video Games Tax Relief
When assessing the recoverability of Video Games Tax Relief (VGTR) included within the financial statements, the company conducts a review of all costs going through the profit and loss account to ensure they meet the qualifying expenditure requirements under UK Tax legislation. The company then re-performs the tax calculations, which are verified by external Tax Advisors, to ensure that the provision included within these financial statements agrees to the Computations submitted to H M Revenue & Customs.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as future market conditions, the remaining useful life of the asset and projected disposal values.
Calculation of Video Games Tax Relief and related provisions
Video Games Tax Relief is calculated internally and is subject to HMRC review and potential audit. Although calculations are verified by external Tax Advisors, there is a possibility the amount of relief received may vary, or the claim be rejected.
Subsequently, internally calculated provisions are made against recoverable amounts to reduce the risk of misstatement in the event that a claim changes or is rejected.
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
Canada
-
25,500
United States of America
158,449
1,219,351
Sweden
187,472
4,867,852
United Kingdom
719,951
176,417
Ireland
14,683,693
6,596,212
15,749,565
12,885,331
2023
2022
£
£
Other revenue
Interest income
76,820
36,523
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(1,025)
1,264
Depreciation of owned tangible fixed assets
522,153
310,844
Amortisation of intangible assets
20,463
3,888
Share-based payments
349,831
244,855
Operating lease charges
238,751
218,097
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,408
5,518
Audit of the financial statements of the company's subsidiaries
2,799
1,500
9,207
7,018
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
167
147
164
144
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
6,915,645
5,489,137
6,915,645
5,489,137
Social security costs
800,715
686,237
800,715
686,237
Pension costs
505,507
360,032
505,507
360,032
Share based payment costs
349,831
244,855
349,831
244,855
8,571,698
6,780,261
8,571,698
6,780,261
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
379,713
260,043
Company pension contributions to defined contribution schemes
44,873
30,082
424,586
290,125
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
222,807
153,893
Company pension contributions to defined contribution schemes
27,014
24,694
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
35,293
36,523
Other interest income
41,527
-
Total income
76,820
36,523
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
10
-
Interest payable to group undertakings
189,372
6,250
Total finance costs
189,382
6,250
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(249,572)
(60,456)
Deferred tax
Origination and reversal of timing differences
(57,729)
(22,051)
Total tax credit
(307,301)
(82,507)
2023
2022
£
£
Profit before taxation
2,055,305
2,189,302
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
482,997
415,967
Tax effect of expenses that are not deductible in determining taxable profit
122,914
60,720
Group relief
(84,836)
(154,278)
Depreciation on assets not qualifying for tax allowances
(89,476)
(26,162)
Research and development tax credit
(96,752)
Other permanent differences
(920)
Share based payment charge
33,224
(11,652)
Video Games Tax Relief
(677,762)
42,432
Deferred tax
(57,729)
(22,051)
Prior year overprovision
(27,842)
(290,731)
(7,871)
Taxation credit
(307,301)
(82,507)
11
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
3,800,000
-
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
12
Intangible fixed assets
Group
Software
£
Cost
At 1 January 2023
34,977
Additions
25,892
At 31 December 2023
60,869
Amortisation and impairment
At 1 January 2023
4,212
Amortisation charged for the year
20,463
At 31 December 2023
24,675
Carrying amount
At 31 December 2023
36,194
At 31 December 2022
30,765
Company
Software
£
Cost
At 1 January 2023
34,977
Additions
25,892
At 31 December 2023
60,869
Amortisation and impairment
At 1 January 2023
4,212
Amortisation charged for the year
20,463
At 31 December 2023
24,675
Carrying amount
At 31 December 2023
36,194
At 31 December 2022
30,765
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
13
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
474,760
230,624
1,285,561
1,990,945
Additions
157,061
123,260
516,702
797,023
At 31 December 2023
631,821
353,884
1,802,263
2,787,968
Depreciation and impairment
At 1 January 2023
59,578
37,595
813,017
910,190
Depreciation charged in the year
168,745
30,063
323,345
522,153
At 31 December 2023
228,323
67,658
1,136,362
1,432,343
Carrying amount
At 31 December 2023
403,498
286,226
665,901
1,355,625
At 31 December 2022
415,182
193,029
472,544
1,080,755
Company
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
474,760
230,624
1,285,561
1,990,945
Additions
157,061
123,260
516,702
797,023
At 31 December 2023
631,821
353,884
1,802,263
2,787,968
Depreciation and impairment
At 1 January 2023
59,578
37,595
813,017
910,190
Depreciation charged in the year
168,745
30,063
323,345
522,153
At 31 December 2023
228,323
67,658
1,136,362
1,432,343
Carrying amount
At 31 December 2023
403,498
286,226
665,901
1,355,625
At 31 December 2022
415,182
193,029
472,544
1,080,755
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
1
1
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1
Carrying amount
At 31 December 2023
1
At 31 December 2022
1
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
d3t Developments Ltd
4th Floor, 110 High Holborn, London, WC1V 6JS
Ordinary
100.00
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
46,127
409,087
46,127
409,087
Corporation tax recoverable
627,624
1,965,803
68,909
Amounts owed by group undertakings
3,849,592
6,579,473
3,650,395
6,686,839
Other debtors
641,659
544,968
641,659
544,558
Prepayments and accrued income
305,991
170,861
305,991
170,861
5,470,993
9,670,192
4,644,172
7,880,254
Amounts falling due after more than one year:
Deferred tax asset (note 19)
97,156
34,515
97,156
34,515
Total debtors
5,568,149
9,704,707
4,741,328
7,914,769
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Trade creditors
69,892
262,521
67,582
261,261
Amounts owed to group undertakings
114,353
2,922,748
113,195
2,913,587
Corporation tax payable
206,034
200
206,034
Other taxation and social security
261,427
229,558
235,729
229,558
Deferred income
17,467
17,467
Other creditors
24,645
37,484
24,645
37,484
Accruals and deferred income
863,543
621,244
861,793
633,945
1,557,361
4,073,755
1,526,445
4,075,835
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Amounts owed to group undertakings
500,000
500,000
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
-
28,596
15,643
34,515
Share based payments
-
-
81,513
-
-
28,596
97,156
34,515
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Accelerated capital allowances
-
28,596
15,643
34,515
Share based payments
-
-
81,513
-
-
28,596
97,156
34,515
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
19
Deferred taxation
(Continued)
- 27 -
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 January 2023
(5,919)
(5,919)
Credit to profit or loss
(57,728)
(57,728)
Other
(33,509)
(33,509)
Asset at 31 December 2023
(97,156)
(97,156)
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
505,507
360,032
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
11,110
11,110
111
111
Each share is entitled to one vote in any circumstances. Each class of share has a separate entitlement to dividends as determined by the board of directors.
22
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
225,000
225,000
225,000
225,000
Between two and five years
393,750
618,750
393,750
618,750
618,750
843,750
618,750
843,750
D3T LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
23
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
24
Controlling party
The immediate parent undertaking is Keywords International Limited which is incorporated in Ireland at Whelan House, South Country Business Park, Dublin, Ireland.
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.
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.100Mr F SioliMr S J PowellMr J HauckMr G DurantiMr R 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