The directors present the strategic report for the year ended 31 December 2025.

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 subsidiary with significant commercial opportunities.

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 within the strategic report of Houting Topco Limited’s 2025 Financial Statements. A copy can be found at Companies House. We consider the main risks to D3T Limited and its subsidiary, D3T Development Limited, to be as follows:

1. Failure to deliver services

Description & Impact

Most of the Company's services are of a time-sensitive nature. Delays or service delivery failures could potentially impact the development or launch plans for games or result in lost contracts and/or idle capacity. A rise in milestone-based projects, which carry a higher risk than time and materials projects, as well as increased requirements from clients around carbon and sustainability reporting, could potentially impact the reputation of the Company.

Mitigation

Delivering on agreed deadlines is an integral part of the Keywords Group’s modus operandi, and we prioritise timely delivery and flexible resourcing to meet these deadlines, with Divisional oversight of key projects applied across the Group.

The Company also utilises technology to support the scheduling of its resources. Post-pandemic, the business has adapted its contracts and processes to ensure that it is able to complete contracts in a hybrid manner to provide more flexibility and support its ability to deliver against contracts.

The Keywords Group’s legal team is typically involved from the onset of contract/project negotiations with a view to ensuring that appropriate provisions are included in our agreements with clients. The Keywords Group’s management team also monitors and reviews client requirements to ensure relevant ESG expectations are met.

2. Sudden business interruption

Description & Impact

The Company needs to minimise business interruptions and be able to continue servicing customers. This threat could be internal, such as a major failure in its IT systems, physical restrictions on staff, studios or production equipment but also external, such as natural disaster or the global pandemic in 2020. Without access to key systems, data or dedicated work locations, services to clients and/or the ability to report to investors on a timely basis could be adversely affected.

Mitigation

The Keywords Group’s multiple, full-service delivery hubs provide for a good level of contingency and supported by business continuity and disaster recovery plans, the effects of such disasters can be managed.

The Keywords Group also operates a highly distributed model, with operations in 26 countries. This, in addition to the business successfully operating as a hybrid working model, provides the Group with the ability to service clients from different locations, as required, along with experienced IT teams to carry out recovery when needed.

The Keywords Group carries out scenario planning to identify potential environmental changes at key studio locations enabling the Group to plan mitigating actions.

3. Threat from technology innovation and industry disruption

Innovations in the gaming industry continue to evolve. New technologies for automated testing, machine translation and other services, together with a failure to maintain or update our technology, systems and applications to reflect what is available in the wider gaming community, could pose a threat to the Company in the long term.

Mitigation

As a key strategic focus area, the Keywords Group is focused on effectively utilising technology for the benefit of the Group and its clients. The Keywords Group is constantly innovating to create and adopt technology tools to deliver its services more effectively and participates directly with customers in various pilot programmes for new technologies to keep abreast of technological developments.

The Keywords Group is also investing in existing tools and conducting regular assessments of technology debt and vulnerabilities whilst developing a focused, balanced strategy for technology acquisitions. The Keywords Group continues to strengthen the senior management team in this area, led by our Chief Digital Information Officer, as well as having a standalone innovation team, led by a dedicated Executive Committee member, to drive its innovation agenda forward.

The Company generated a loss before taxation for the year of £136,730 (2024: profit of £2,273,675). The net asset position of the Company decreased to £1,934,177 (2024: increased to £7,039,121) reflecting the impact of dividends paid and the profit in the year.

The Company has paid dividends of £5,000,000 (2024: £Nil) 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 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 2025.

The principal activity of the Company during the period under review continued to be that of computer games development.

The loss for the year, after taxation, amounted to £104,944 (2024: £2,432,418 profit).

During the year the Company paid dividends amounting to £5,000,000 (2024: £Nil).

The directors do not recommend the payment of a 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.

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

For the financial year ended 31 December 2025 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.

d3t Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, 110 High Holborn, London, WC1V 6JS.

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 company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going conctrueern basis of accounting in preparing the financial statements.

Turnover represents revenue earned under contracts for software engineering services which are integrated with client processes to develop video games. Contracts can be either time-and-materials based or milestone-based, with performance obligations satisfied over time. Contracts are generally longer term in duration. Time-and-materials based contract revenue is recognised as the related services are rendered. For milestone-based contracts where progress can be measured reliably towards complete satisfaction of the performance obligation, revenue is recognised using the input method to measure progress. Where progress cannot be measured reliably, revenue is recognised on milestone acceptance.

All revenue recognised represents amounts chargeable to clients, including expenses and disbursements but excluding VAT. Any revenue not yet billed to clients is included in debtors. Where consideration is received but the related revenue has not been recognised, the consideration received is included within creditors.

Revenue 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.

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.

At the start of the period, the company conducted a review of the fixed asset register and management decided to reclassify a number of assets to more appropriate asset categories. Details of the transfers can be seen in the detailed tangible fixed asset note below.

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.

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.

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 Unlimited Company, 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.

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

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

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.

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.

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

Their aggregate remuneration comprised:

The actual credit 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:

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

Details of the company's subsidiaries at 31 December 2025 are as follows:

Included within other taxation and social security is an amount of £65,111 (2024: £141) outstanding in respect of employers pension contributions.

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

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. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

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. 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. 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.