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

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.

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 Studio Gobo Ltd, 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 As of the date of this report, there are no indications that the tax relief will be withdrawn in the medium term.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.

The Company generated a loss before taxation for the year of £54,627 (2023: Profit £2,647,956). The net asset position of the group decreased to £455,697 (2023: £2,044,977) reflecting the impact of dividends paid and the loss in the year.

The Company has paid dividends of £2,100,000 (2023: £3,000,000) in the year. The Directors do not recommend a final dividend.

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.

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

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

The principal activity of the Company continued to be that of outsourced software development for video game projects.

The profit for the year, after taxation, amounted to £510,720 (2023: £2,589,933).

During the year dividends were paid totalling £2,100,000 (2023: £3,000,000). The directors do not recommend payment of the final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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

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.

Studio Gobo 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. The principal place of business is Unit 8, Hove Business Centre, Fonthill Road, Hove, United Kingdom, BN3 6HA.

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.

At the time of approving the financial statements, the directors have a reasonable expectation that the trueCompany 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.

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.

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:

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:

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.

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.

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.

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.

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

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.

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 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.

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, 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.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

The tax expense represents the sum of the current tax charge and deferred 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 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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

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.

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.

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.

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.

In preparing these financial statements, the directors have made the following judgements:

Determine whether there are indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected financial performance of the asset.

Determine whether leases entered into by the company either as a lessor or a lessee are operating or financial leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

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

Their aggregate remuneration comprised:

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

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

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

During the year, the company received repayment on all loans previously provided to fellow group companies.

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

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.

Each share is entitled to one vote in any circumstances, with the exception of Ordinary shares and Ordinary G shares which carry no votes and no rights to receive notice of or attend any general meeting of the company.

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

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:

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

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

The ultimate parent undertaking is 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.