Company registration number 11281970 (England and Wales)
KEYWORDS UK HOLDINGS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
KEYWORDS UK HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
KEYWORDS UK HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
276,717,754
186,440,737
Current assets
Debtors
6
1,743,249
292,251
Creditors: amounts falling due within one year
7
(119,288,572)
(99,746,093)
Net current liabilities
(117,545,323)
(99,453,842)
Total assets less current liabilities
159,172,431
86,986,895
Creditors: amounts falling due after more than one year
9
(49,357,632)
(54,943,104)
Net assets
109,814,799
32,043,791
Capital and reserves
Called up share capital
11
10,000
10,000
Share premium account
11,035,692
-
0
Capital contribution
60,309,107
-
Foreign exchange reserve
-
72,157
Profit and loss reserves
38,460,000
31,961,634
Total equity
109,814,799
32,043,791

For the financial year ended 31 December 2024 the C ompany was entitled to exemption from audit under section 47 9A of the Companies Act 2006 relating to subsidiary companies.

T he member has not required the C ompany 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 and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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

The financial statements were approved by the board of directors and authorised for issue on 19 August 2025 and are signed on its behalf by:
Mr R Kingston
Director
Company registration number 11281970 (England and Wales)
KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Keywords UK Holdings 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.

On 1st May 2024, the Company changed it's functional currency to Sterling (£) from Euro (€). This change has been applied prospectively.

The Company changed it's presentation currency to Sterling (£) from Euro (€), with effect from 1st January 2024. The change is presentation currency has been applied retrospectively and the prior year (2023) has been restated to Sterling (£), in accordqance with section 10 of FRS 102.

Per FRS 102 paragraph 30.9:

- Monetary items in the balance sheets have been translated at the closing rate at the balance sheet dates.

- Non-monetary items in the balance sheets have been measured at historic cost, translated at the exchange rate on the date of transaction and are not subsequently translated.

- Income statements and cashflows have been translated at average rates for exchange throughout the relevant periods.

- Foreign exchange differences have been posted to the translation reserve.

The financial statements are prepared in sterling, m onetary 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 Ltd, 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

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.true

1.3
Fixed asset investments

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

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

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

1.4
Cash and cash equivalents

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

KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Financial instruments

The C ompany 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 C ompany's balance sheet when the C ompany 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.

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 paymen ts 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. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

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

1.7
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.

KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
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.

1.8
Foreign exchange

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

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2024
2023
Number
Number
Total
2
3

None of the directors are renumerated through Keywords UK Holdings Limited (2023: £Nil).

4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
276,717,754
186,440,737
KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Fixed asset investments
(Continued)
- 5 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
186,440,737
Additions
93,194,945
Foreign exchange movement
(2,917,928)
At 31 December 2024
276,717,754
Carrying amount
At 31 December 2024
276,717,754
At 31 December 2023
186,440,737
KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
5
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Cord Worldwide Limited
1
Global games services
Ordinary
100.00
-
Fire Without Smoke Limited
1
Global games services
Ordinary
100.00
-
Studio Gobo Limited
1
Global games services
Ordinary
100.00
-
Electric Square Limited
1
Global games services
Ordinary
100.00
-
Laced Music Limited
1
Global games services
Ordinary
100.00
-
The Trailerfarm Limited
1
Global games services
Ordinary
100.00
-
Keywords Ventures Limited
1
Global games services
Ordinary
100.00
-
Ichi Limited
1
Global games services
Ordinary
100.00
-
Coconut Lizard
1
Global games services
Ordinary
100.00
-
Maverick Media Limited
1
Global games services
Ordinary
100.00
-
Lonsdale Miller
1
Global games services
Ordinary
100.00
-
Climax Studios Limited
1
Global games services
Ordinary
100.00
-
Indigo Pearl Limited
1
Global games services
Ordinary
100.00
-
Climax Development Limited
1
Global games services
Ordinary
0
100.00
Laced Publishing Limited
1
Global games services
Ordinary
100.00
-
Music Gateway Ltd
2
Music publishing activities
Ordinary
0
0.92
Alset Ltd
1
Global games services
Ordinary
0
100.00
Itsy SGD Limited
1
Global games services
Ordinary
0
100.00
Itza Media Limited
3
Educational support services
Ordinary
0
1.15
Bitsy SG Limited
1
Global games services
Ordinary
0
100.00
The Multiplayer Group Ltd
1
Global games services
Ordinary
100.00
-
Bright White Limited
1
Global games services
Ordinary
100.00
-
D3T Limited
1
Global games services
Ordinary
100.00
-
D3t Development Limited
1
Global games services
Ordinary
0
100.00
Player Research Ltd
1
Global games services
Ordinary
100.00
-
Keywords Australia Holdings Limited
1
Global games services
Ordinary
100.00
-
Keywords UK Limited
1
Global games services
Ordinary
100.00
-
Liquid Violet Ltd
1
Global games services
Ordinary
100.00
-
Waste Creative Limited
1
Global games services
Ordinary
100.00
-
Wushu Studios Ltd
1
Global games services
Ordinary
100.00
-

Registered office addresses (all UK unless otherwise indicated):

1
4th Floor, 110 High Holborn, London, WC1V 6JS
2
89c Rayleigh Avenue, Leigh-On-Sea, SS9 5DL
3
Suite 4, Club Row Studios, 5 Old Nichol Street, London, E2 7HR
KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
396,295
292,251
Other debtors
15,655
-
0
Prepayments and accrued income
57,525
-
0
469,475
292,251
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 10)
1,273,774
-
0
Total debtors
1,743,249
292,251

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

7
Creditors: amounts falling due within one year
2024
2023
£
£
Other borrowings
8
-
0
68,306,068
Trade creditors
52,773
467,432
Amounts owed to group undertakings
108,359,979
30,961,788
Other creditors
10,850,500
-
0
Accruals and deferred income
25,320
10,805
119,288,572
99,746,093

The payment terms of trade creditors vary between on demand and ninety days. The terms of other payables and deferred consideration on acquisitions are based on the underlying contracts. Amounts owed to parent company and subsidiaries included within creditors due within one year are interest free and repayable on demand.

8
Loans and overdrafts
2024
2023
£
£
Loans from group undertakings and related parties
46,162,659
123,249,172
Payable within one year
-
0
68,306,068
Payable after one year
46,162,659
54,943,104
KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Loans and overdrafts
(Continued)
- 8 -

During the current and previous period, the Company received various loans from other members of the Keywords

group. These are all interest bearing at between 1.5% per annum and 7.31% per annum and all repayable in more than

one year. The total amount repayable, including accrued interest, is included in creditors due more than one year.

9
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
8
46,162,659
54,943,104
Other creditors
3,194,973
-
0
49,357,632
54,943,104

The terms of amounts owed to group undertakings are based on the underlying contracts and are interest bearing. The terms of other payables and deferred consideration on acquisitions are based on the underlying contracts and are interest free.

10
Deferred taxation

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

Assets
Assets
2024
2023
Balances:
£
£
Tax losses
1,273,774
-
2024
Movements in the year:
£
Liability at 1 January 2024
-
Credit to profit or loss
(1,273,774)
Asset at 31 December 2024
(1,273,774)

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
1,000,001
1,000,001
10,000
10,000

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

KEYWORDS UK HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
12
Related party transactions

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

13
Parent company

The immediate parent undertaking is Keywords Studios 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.

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