Company registration number 09831554 (England and Wales)
ELECTRIC SQUARE LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ELECTRIC SQUARE LIMITED
COMPANY INFORMATION
Directors
Mr J Hauck
Mr N Gouveia
Mr R Kingston
Company number
09831554
Registered office
4th Floor
110 High Holborn
London
WC1V 6JS
Business address
Floors 1&2 The Office
Market Square, Circus Street
Brighton
United Kingdom
BN2 9AS
ELECTRIC SQUARE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Statement of comprehensive income
4
Balance sheet
5
Statement of changes in equity
6
Notes to the financial statements
7 - 19
ELECTRIC SQUARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activity and review of business

During the year, the primary activity of the Company, its parent company Keywords Studios Limited ('KSL'), and KSL's group of subsidiaries (together, 'the Group') was the provision of outsourced services.

 

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 subsidiary company, 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 2 to 4 of the Keywords Studios Limited 2024 Annual Report and Accounts, which do not form part of these financial statements. A copy can be found at Companies House.We consider the main risks to Electric Square Limited and its subsidiary, Itsy SGD Limited, to be as follows:

1. Failure to deliver services

 

Description & Impact

The Company's services are time-critical, and any delays or failures in delivery could disrupt game development or launch schedules, result in lost contracts, or lead to idle capacity.

Mitigation

Timely delivery and resource flexibility are core elements of the Company’s service model, aligning with the broader Keywords Group approach. Client contracts are designed to support hybrid working, enabling service delivery from multiple locations to ensure continuity and responsiveness. To mitigate risks, the Company has implemented robust data loss prevention measures and developed comprehensive business continuity plans to address potential disruptions.

2. Tax credits withdrawal risk

Description & Impact

The Company benefits from the UK’s video games tax relief (VGTR) scheme, which supports qualifying development costs and is intended to stimulate growth and investment in the UK gaming sector. Any reduction or withdrawal of this relief would increase the Company’s cost and could reduce its competitiveness in market.

 

Mitigation

The Keywords Group actively engages with regulators, gaming industry associations and government bodies to support and monitor the VGTR regime. As of the date of this report, there are no indications that the tax relief will be withdrawn in the medium term.

 

3. Sudden business interruption

 

Description & Impact

As part of the Keywords Group, the Company and its subsidiaries must ensure continuity of service to clients and stakeholders. Business interruptions whether internal (e.g. major IT system failures) or external (e.g. pandemics or geopolitical instability) pose a significant risk. Loss of access to critical systems, data or workspaces could impair service delivery and delay regulatory or investor reporting.

 

Mitigation

The Group’s operational structure supports resilience through hybrid working model, enabling continued service delivery across multiple locations. Comprehensive business continuity and disaster recovery plans are in place to manage and mitigate the impact of potential disruptions, ensuring minimal interruptions to operations.

 

ELECTRIC SQUARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators

The Company and Group generated a profit before taxation for the year of £409,456 (2023: £3,495,134). The net asset position of the Group decreased to £2,414,792 (2023: decreased to £2,768,839) reflecting the impact of dividends paid and the profit in the year.

The Company has paid dividends of £2,000,000 (2023: £4,200,000) in the year. The Directors do not recommend a final dividend.

 

Other performance indicators

A set of key performance indicators (“KPIs”), including revenue, expense and gross profit margin metrics are applied consistently across the Company to monitor financial performance. Financial control is maintained through a rigorous annual budgeting process, timely monthly financial reporting and structured monthly review meetings. The Directors are satisfied that these regular reviews reflect sound business and financial practice and are conducted promptly, enabling swift corrective action to be taken.

 

Other information and explanations

The Company is a subsidiary of Keywords Studios Limited. On 3 July 2024, the boards of Keywords Studios Limited (formerly Keywords Studios plc) and its subsidiaries, along with Houting UK Limited ("Bidco") (a newly formed entity indirectly wholly-owned by EQT's BPEA Fund VIII (“EQT”), together with equity co-investors CPP Investments (via its wholly-owned subsidiary CPPIB PHI4) and Rosa Investments), reached an agreement on the terms of a recommended final cash acquisition. Under the agreement Bidco’s offer valued the entire issued and to-be-issued ordinary share capital of the Group at approximately £2.1 billion on a fully diluted basis, with shareholders receiving £24.50 per share.

 

On 30 August 2024, Keywords shareholders voted in favour of the Transaction and the transaction. The acquisition was effected by way of a Scheme of Arrangement, which became effective on 23 October 2024, and the Company’s shares ceased trading and were de-listed from AIM on 24 October 2024.

 

The Company operates within the global video games industry, contracting with major developers worldwide. This dynamic and fast-growing sector continues to present the Company and its subsidiaries with significant commercial opportunities.

 

Future development

The Directors believe that the Group's operations will continue on a consistent basis for the foreseeable future, with no material changes anticipated to its strategic direction or core activities.

 

On behalf of the board

Mr R Kingston
Director
24 July 2025
ELECTRIC SQUARE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the Company continued to be that of outsourced software development.

Results and dividends

The profit for the year, after taxation, amounted to £1,645,953 (2023: £3,047,848).

Ordinary dividends were paid during the year amounting to £2,000,000 (2023: £4,200,000). The directors do not recommend the 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 G Duranti
(Resigned 22 October 2024)
Mr F Sioli
(Resigned 22 October 2024)
Mr J Hauck
Mr N Gouveia
Mr R Kingston
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.

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 R Kingston
Director
24 July 2025
ELECTRIC SQUARE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
2024
2023
Notes
£
£
Turnover
3
34,615,334
31,946,441
Cost of sales
(27,000,046)
(25,971,542)
Gross profit
7,615,288
5,974,899
Administrative expenses
(8,470,507)
(7,148,091)
Other operating income
1,159,740
2,097,243
Exceptional items
4
(746,678)
-
0
Operating (loss)/profit
5
(442,157)
924,051
Interest receivable and similar income
8
1,110,919
2,785,750
Interest payable and similar expenses
9
(259,306)
(214,667)
Profit before taxation
409,456
3,495,134
Tax on profit
10
1,236,497
(447,286)
Profit for the financial year
1,645,953
3,047,848

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ELECTRIC SQUARE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 5 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
13,229
30,057
Tangible assets
13
956,188
1,074,715
Investments
14
1
2
969,418
1,104,774
Current assets
Debtors falling due after more than one year
16
840,233
284,713
Debtors falling due within one year
16
6,204,291
5,690,749
7,044,524
5,975,462
Creditors: amounts falling due within one year
17
(5,599,150)
(4,311,397)
Net current assets
1,445,374
1,664,065
Net assets
2,414,792
2,768,839
Capital and reserves
Called up share capital
20
115
115
Share premium account
714,276
714,276
Profit and loss reserves
1,700,401
2,054,448
Total equity
2,414,792
2,768,839

For the financial year ended 31 December 2024 the Company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The member has not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 24 July 2025 and are signed on its behalf by:
Mr R Kingston
Director
Company registration number 09831554 (England and Wales)
ELECTRIC SQUARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
115
714,276
3,206,600
3,920,991
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
3,047,848
3,047,848
Dividends
11
-
-
(4,200,000)
(4,200,000)
Balance at 31 December 2023
115
714,276
2,054,448
2,768,839
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
1,645,953
1,645,953
Dividends
11
-
-
(2,000,000)
(2,000,000)
Balance at 31 December 2024
115
714,276
1,700,401
2,414,792
ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
1
Accounting policies
Company information

Electric Square 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.

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, Houting TopCo UK Limited, report in USD ($).

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

1.2
Going concern

Atruet 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
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.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
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.

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
33.3% straight line
ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 8 -
1.6
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 applicable lease
Fixtures and fittings
10% straight line
Computers
33.3% straight line
Cycles
10% straight line

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.

1.7
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.

1.8
Impairment of fixed assets

At each reporting period end date, the company 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.

1.9
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.

1.10
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.

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. Financial assets classified as receivable within one year are not amortised.

ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 9 -
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.

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 company 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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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 company’s contractual obligations expire or are discharged or cancelled.

1.11
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.

ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.12
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 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.

1.13
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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
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 each succeeding financial reporting period end 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 period.

1.16
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 leases asset are consumed.

1.17
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.

ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
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 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.

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.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
5,731,625
8,615,344
United States of America
17,935,289
12,380,285
Canada
3,509,626
5,790,714
Netherlands
2,135,800
915,750
Finland
459,994
48,000
Ireland
4,802,750
4,187,723
Australia
40,250
8,625
34,615,334
31,946,441
ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 12 -
2024
2023
£
£
Other revenue
Interest income
260,919
185,750
Royalty income
1,123,559
2,039,899
Dividends received
850,000
2,600,000
4
Exceptional items
2024
2023
£
£
Expenditure
Retention and other costs arising on EQT takeover of the Keywords Group
276,988
-
Acquisition and acquisition integration expenses
77,488
-
Re-structuring expenses
392,202
-
746,678
-
5
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(286,900)
201,297
Depreciation of owned tangible fixed assets
400,203
326,936
Loss on disposal of tangible fixed assets
4,466
15,562
Amortisation of intangible assets
16,828
22,481
Share-based payments
796,597
744,740
Operating lease charges
857,844
584,756
6
Employees

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

2024
2023
Number
Number
196
182

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
12,924,856
11,923,006
Pension costs
536,567
446,989
13,461,423
12,369,995
ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
150,997
151,125
Company pension contributions to defined contribution schemes
8,866
7,556
159,863
158,681

Only one of the director's is remunerated through Electric Square Limited.

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest receivable from group companies
253,510
182,061
Other interest income
7,409
3,689
Total interest revenue
260,919
185,750
Income from fixed asset investments
Income from shares in group undertakings
850,000
2,600,000
Total income
1,110,919
2,785,750
9
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
259,248
214,667
Other interest
58
-
0
259,306
214,667
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
785,528
Adjustments in respect of prior periods
(680,977)
(189,370)
Total current tax
(680,977)
596,158
Deferred tax
Origination and reversal of timing differences
(555,520)
(148,872)
Total tax (credit)/charge
(1,236,497)
447,286
ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 14 -

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
409,456
3,495,134
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
102,364
821,356
Tax effect of expenses that are not deductible in determining taxable profit
400,524
268,460
Unutilised tax losses carried forward
372,254
-
0
Group relief
-
0
(127,109)
Permanent capital allowances in excess of depreciation
(10,631)
(65,334)
Tax relief on share options
(652,011)
(111,847)
Under/(over) provided in prior years
(680,977)
(189,369)
Dividend income
(212,500)
-
0
Deferred tax
(555,520)
(148,871)
Taxation (credit)/charge for the year
(1,236,497)
447,286
11
Dividends
2024
2023
£
£
Final paid
2,000,000
4,200,000
12
Intangible fixed assets
Software
£
Cost
At 1 January 2024 and 31 December 2024
66,514
Amortisation and impairment
At 1 January 2024
36,457
Amortisation charged for the year
16,828
At 31 December 2024
53,285
Carrying amount
At 31 December 2024
13,229
At 31 December 2023
30,057

More information on impairment movements in the year is given in note .

ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
13
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Cycles
Total
£
£
£
£
£
Cost
At 1 January 2024
797,299
246,232
869,477
625
1,913,633
Additions
10,232
11,479
266,493
-
0
288,204
Disposals
-
0
(10,312)
(156,412)
-
0
(166,724)
At 31 December 2024
807,531
247,399
979,558
625
2,035,113
Depreciation and impairment
At 1 January 2024
201,518
58,537
578,238
625
838,918
Depreciation charged in the year
160,329
25,669
214,205
-
0
400,203
Eliminated in respect of disposals
-
0
(5,869)
(154,327)
-
0
(160,196)
At 31 December 2024
361,847
78,337
638,116
625
1,078,925
Carrying amount
At 31 December 2024
445,684
169,062
341,442
-
0
956,188
At 31 December 2023
595,781
187,695
291,239
-
0
1,074,715

Leasehold improvements incorrectly shown as leasehold land and buildings in previous years have been reclassified (transferred) in these financial statements.

14
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
15
1
2
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
2
Disposals
(1)
At 31 December 2024
1
Carrying amount
At 31 December 2024
1
At 31 December 2023
2

Included within disposals is the share capital of Alset Ltd which was dissolved on 26th March 2024.

ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Itsy SGD Limited
4th Floor, 110 High Holborn, London, WC1V 6JS
Video game development
Ordinary
100.00

All the above subsidiaries are included in the consolidated accounts prepared by the ultimate parent, Houting TopCo Ltd.

16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
2,208,967
3,126,817
Amounts owed by group undertakings
1,733,039
1,733,696
Accrued income and other debtors
1,855,480
571,374
Prepayments
406,805
258,862
6,204,291
5,690,749
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 18)
840,233
284,713
Total debtors
7,044,524
5,975,462

The payment terms granted to customers are based on underlying contracts and are usually thirty days. Amounts owed from fellow group companies included within amounts owed by group undertakings are interest free and repayable on demand.

 

ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
17
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
276,117
160,584
Amounts owed to group undertakings
3,409,676
1,131,450
Corporation tax
-
0
335,528
Other taxation and social security
320,523
410,801
Other creditors
137,145
191,467
Accruals
1,455,689
2,081,567
5,599,150
4,311,397

The payment terms of trade creditors vary between on demand and ninety days. Amounts owed to fellow group companies included within creditors due within one year are interest free and repayable on demand.

 

Other creditors includes an amount payable in respect of employers pension contributions amounting to £Nil (2023: £40,974.84).

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
140,777
46,034
Tax losses
699,456
-
Share based payments
-
238,679
840,233
284,713
2024
Movements in the year:
£
Asset at 1 January 2024
(284,713)
Credit to profit or loss
(555,520)
Asset at 31 December 2024
(840,233)
ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
536,567
446,989

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

ELECTRIC SQUARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
20
Share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
4,509 Ordinary A shares of 1p each
45
45
891 Ordinary B shares of 1p each
9
9
900 Ordinary C shares of 1p each
9
9
2,700 Ordinary D shares of 1p each
27
27
500 Ordinary E shares of 1p each
5
5
500 Ordinary F shares of 1p each
5
5
1,479 Ordinary G shares of 1p each
15
15
115
115

Ordinary A, Ordinary B, Ordinary C and Ordinary D shares are entitled to full voting and capital distribution rights.

 

Ordinary E and Ordinary F shares carry no voting rights, but do carry capital distribution rights.

 

Ordinary G shares carry no voting rights and carry no right to receive notice of or to attend any General Meeting of the company. These shares do carry capital distribution rights.

 

Each class of share has a separate entitlement to dividends as determined by the board of directors.

21
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
493,762
317,506
Between two and five years
493,762
1,243,564
987,524
1,561,070
22
Related party transactions

As a wholly owned subsidiary undertaking of Houting TopCo UK Limited, 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

23
Ultimate Parent and Controlling Party

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

The ultimate parent undertaking is EQT AB and its registered office is Regeringsgatan 25, Stockholm , Sweden. Houting TopCo UK Limited, a company incorporated in the United Kingdom, is the parent undertaking of the group for which consolidated financial statements are prepared, which include the results of the company. Copies can be obtained from the Companies House website.

2024-12-312024-01-01falsefalsefalseCCH SoftwareCCH Accounts Production 2024.301Mr G DurantiMr F SioliMr J HauckMr N GouveiaMr R KingstonThese financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476098315542024-01-012024-12-3109831554bus:Director32024-01-012024-12-3109831554bus:Director42024-01-012024-12-3109831554bus:Director52024-01-012024-12-3109831554bus:Director12024-01-012024-12-3109831554bus:Director22024-01-012024-12-3109831554bus:RegisteredOffice2024-01-012024-12-31098315542024-12-31098315542023-01-012023-12-3109831554core:Exceptional12024-01-012024-12-3109831554core:Exceptional12023-01-012023-12-3109831554core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3109831554core:RetainedEarningsAccumulatedLosses2024-01-012024-12-3109831554core:OtherResidualIntangibleAssets2024-12-3109831554core:OtherResidualIntangibleAssets2023-12-3109831554core:ComputerSoftware2024-12-3109831554core:ComputerSoftware2023-12-31098315542023-12-3109831554core:LeaseholdImprovements2024-12-3109831554core:FurnitureFittings2024-12-3109831554core:ComputerEquipment2024-12-3109831554core:MotorVehicles2024-12-3109831554core:LeaseholdImprovements2023-12-3109831554core:FurnitureFittings2023-12-3109831554core:ComputerEquipment2023-12-3109831554core:MotorVehicles2023-12-3109831554core:Non-currentFinancialInstrumentscore:AfterOneYear2024-12-3109831554core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3109831554core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3109831554core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3109831554core:CurrentFinancialInstruments2024-12-3109831554core:CurrentFinancialInstruments2023-12-3109831554core:ShareCapital2024-12-3109831554core:ShareCapital2023-12-3109831554core:SharePremium2024-12-3109831554core:SharePremium2023-12-3109831554core:RetainedEarningsAccumulatedLosses2024-12-3109831554core:RetainedEarningsAccumulatedLosses2023-12-3109831554core:ShareCapital2022-12-3109831554core:SharePremium2022-12-3109831554core:RetainedEarningsAccumulatedLosses2022-12-3109831554core:ShareCapitalOrdinaryShares2024-12-3109831554core:ShareCapitalOrdinaryShares2023-12-3109831554core:IntangibleAssetsOtherThanGoodwill2024-01-012024-12-3109831554core:ComputerSoftware2024-01-012024-12-3109831554core:LeaseholdImprovements2024-01-012024-12-3109831554core:FurnitureFittings2024-01-012024-12-3109831554core:ComputerEquipment2024-01-012024-12-3109831554core:MotorVehicles2024-01-012024-12-310983155412024-01-012024-12-310983155412023-01-012023-12-3109831554core:UKTax2024-01-012024-12-3109831554core:UKTax2023-01-012023-12-310983155422024-01-012024-12-310983155422023-01-012023-12-3109831554core:ComputerSoftware2023-12-3109831554core:LeaseholdImprovements2023-12-3109831554core:FurnitureFittings2023-12-3109831554core:ComputerEquipment2023-12-3109831554core:MotorVehicles2023-12-31098315542023-12-3109831554core:Non-currentFinancialInstruments2024-12-3109831554core:Non-currentFinancialInstruments2023-12-310983155412024-01-012024-12-3109831554core:WithinOneYear2024-12-3109831554core:WithinOneYear2023-12-3109831554core:BetweenTwoFiveYears2024-12-3109831554core:BetweenTwoFiveYears2023-12-3109831554bus:PrivateLimitedCompanyLtd2024-01-012024-12-3109831554bus:FRS1022024-01-012024-12-3109831554bus:AuditExempt-NoAccountantsReport2024-01-012024-12-3109831554bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP