Company registration number 11831259 (England and Wales)
KEYWORDS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
KEYWORDS UK LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
KEYWORDS UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
64,738
Investments
5
107,796
107,796
172,534
107,796
Current assets
Debtors
6
6,650,227
2,208
Cash at bank and in hand
39,225
6,650,227
41,433
Creditors: amounts falling due within one year
7
(6,787,394)
(66,781)
Net current liabilities
(137,167)
(25,348)
Net assets
35,367
82,448
Capital and reserves
Called up share capital
8
1
1
Profit and loss reserves
35,366
82,447
Total equity
35,367
82,448
The notes on pages 3 to 8 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 19 November 2024 and are signed on its behalf by:
Mr J Hauck
Director
Company registration number 11831259 (England and Wales)
KEYWORDS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1
14,314
54,031
68,346
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
28,416
28,416
Transfers
-
(14,314)
(14,314)
Balance at 31 December 2022
1
-
82,447
82,448
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(47,081)
(47,081)
Balance at 31 December 2023
1
-
35,366
35,367
The notes on pages 3 to 8 form part of these financial statements.
KEYWORDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Keywords UK 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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. Please note that the parent undertaking of the group for which consolidated financial statements are prepared, Keywords Studios Limited (formerly 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.
1.2
Going concern
At the balance sheet date, the company was dependent upon the continued financial support of Keywords Studios Limited (formerly Keywords Studios PLC), to enable it to meet its obligations as they fell due. The company understands this financial support will continue to be made available. As a result, these financial statements have been prepared on a going concern basis.
Management has determined that with the ongoing support of Keywords Studios Limited, the entity is should continue to be treated as a going concern.
1.3
Turnover
Turnover is measure at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax.
Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Turnover is recognised when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the intercompany service agreement;
the costs incurred under the intercompany service agreement can be measured reliably.
Other operating income arises from internal services provided by cost centres which includes administrative services, technical support and project related services.
Other operating income is based on agreed service rates outlined in the intercompany service agreements and is recognised on an accruals basis, ensuring that it is recorded in the period in which the service is provided, regardless of when payment is received.
1.4
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:
Fixtures and fittings
10% straight line
Computers
33% straight line
KEYWORDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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 credited or charged to profit or loss.
1.5
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.
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.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
1.7
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.
1.8
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.
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.
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.
KEYWORDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.
1.9
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.
1.10
Taxation
The tax expense represents the sum of the current tax charge and deferred tax.
Current tax
The current tax charge 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 company’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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date 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. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
KEYWORDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.13
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.
2
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
4,843
6,785
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
78
2
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
Additions
71,735
At 31 December 2023
71,735
Depreciation and impairment
At 1 January 2023
Depreciation charged in the year
6,997
At 31 December 2023
6,997
Carrying amount
At 31 December 2023
64,738
At 31 December 2022
KEYWORDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
5
Fixed asset investments
2023
2022
£
£
Other investments other than loans
107,796
107,796
Other investments comprise equity shares in Helpshift Technologies Private Limited which are not publicly traded. The company owns 5% of the equity share capital of Helpshift Technologies Private Limited (2022: 5%).
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
6,226,603
Other debtors
249,967
1,751
Prepayments and accrued income
160,456
457
6,637,026
2,208
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset
13,201
Total debtors
6,650,227
2,208
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
354,397
12,792
Amounts owed to group undertakings
5,390,926
21,107
Taxation and social security
53,520
15,166
Other creditors
988,551
17,716
6,787,394
66,781
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
KEYWORDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
9
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
Date of audit report:
19 November 2024
10
Events after the reporting date
On 24 October 2024, Houting B.V. acquired Keywords Studios Limited (formerly Keywords Studios PLC), the ultimate parent undertaking of Keywords UK Limited.
11
Related party transactions
As a wholly owned subsidiary undertaking of trueHouting B.V, the company has taken advantage of the exemption under Financial Reporting Standard 102, paragraph 33.1A, not to disclose transactions with other group companies.
12
Ultimate Parent and Controlling Party
The immediate parent undertaking is Helpshift Inc. and its registered office is 251 Little Falls Drive, Wilmington, New Castle, 19808 DE, United States.
The ultimate parent undertaking is Houting B.V and its registered office is Herikerbergweg 84, Amsterdam, 1101CM, Netherlands. Keywords Studios Limited (formerly Keywords Studios PLC), a company incorporated in the United Kingdom, is the parent undertaking of 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.