Company registration number 15452897 (England and Wales)
HOUTING UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
HOUTING UK LIMITED
COMPANY INFORMATION
Directors
Andrew Kennedy
(Appointed 1 January 2025)
Bertrand Bodson
(Appointed 10 February 2026)
Amneek Thiara
(Appointed 10 September 2026)
Secretary
Andrew Kennedy
(Appointed 10 February 2026)
Company number
15452897
Registered office
4th Floor
110 High Holborn
London
United Kingdom
WC1V 6JS
Bankers
Barclays Bank PLC
PO Box 69999
1 Churchill Place
Canary Wharf
London
E14 1QE
Citi International plc
1 Northwall Quay
Dublin 1
D01 T8Y1
HOUTING UK LIMITED
CONTENTS
Page
Directors' report
1 - 2
Profit and loss account
3
Balance sheet
4
Statement of changes in equity
5
Notes to the financial statements
6 - 12
HOUTING UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

The comparative figures for the year ended 31 December 2024 relate to a period of less than twelve months.

Principal activities

The principal activity of the company during the year was that of a holding company.

Results and dividends

The loss for the period, after taxation, amounted to $51.396k (2024: loss $3.236k)

There were no dividends paid during the year.

The directors do not recommend 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:

Andrew Kennedy
(Appointed 1 January 2025)
Mr R Kingston
(Appointed 1 January 2025 and resigned 21 August 2026)
Mr G White
(Appointed 1 January 2025 and resigned 10 February 2026)
Mr K Hariharan
(Resigned 1 January 2025)
Mr E Arlin
(Resigned 1 January 2025)
Bertrand Bodson
(Appointed 10 February 2026)
Amneek Thiara
(Appointed 10 September 2026)
Company Secretary
Company Secretaries who held office during the year, and up to the date of signing, were as follows:
Gavin White                                          (appointed 1 January 2025 and resigned 10 February 2026)
Accomplish Secretaries Limited           (resigned 1 January 2025)
Andrew Kennedy                                   (appointed 10 February 2026)
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 

In preparing these financial statements, the directors are required to:

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

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.

HOUTING UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Small companies exemption

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

On behalf of the board
..............................................
Amneek Thiara
Director
13 October 2026
HOUTING UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
2025
2024
Notes
$ '000
$ '000
Administrative expenses
(428)
(32)
Interest receivable and similar income
6
24,903
9,281
Interest payable and similar expenses
7
(74,792)
(13,564)
Loss before taxation
(50,317)
(4,315)
Tax on loss
8
(1,079)
1,079
Loss for the financial year/period
(51,396)
(3,236)

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

 

The notes on pages 6 to 12 form part of these financial statements.

HOUTING UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 4 -
2025
2024
Notes
$ '000
$ '000
$ '000
$ '000
Non-current assets
Investments
9
2,709,456
2,709,456
Deferred tax asset
-
0
1,079
2,709,456
2,710,535
Current assets
Debtors
11
238,465
226,173
Cash at bank and in hand
-
0
76,867
238,465
303,040
Creditors: amounts falling due within one year
12
(25,881)
(42,139)
Net current assets
212,584
260,901
Total assets less current liabilities
2,922,040
2,971,436
Creditors: amounts falling due after more than one year
13
(800,000)
(918,000)
Net assets
2,122,040
2,053,436
Capital and reserves
Called up share capital
14
-
0
-
0
Share premium account
14
2,176,672
2,056,672
Profit and loss reserves
(54,632)
(3,236)
Total equity
2,122,040
2,053,436

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 members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

 

The notes on pages 6 to 12 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 13 October 2026 and are signed on its behalf by:
..............................................
Amneek Thiara
Director
Company registration number 15452897 (England and Wales)
HOUTING UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Notes
Share capital
Share premium account
Profit and loss reserves
Total
$ '000
$ '000
$ '000
$ '000
Shares issued during the period
-
2,056,672
-
2,056,672
Loss for the period
-
-
(3,236)
(3,236)
Balance at 31 December 2024
-
2,056,672
(3,236)
2,053,436
Shares issued during the year
14
-
120,000
120,000
Loss for the year
(51,396)
(51,396)
Balance at 31 December 2025
-
2,176,672
(54,632)
2,122,040
HOUTING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
1
Accounting policies
Company information

Houting UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, 110 High Holborn, London, United Kingdom, WC1V 6JS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $ '000.

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
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.

1.4
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.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

HOUTING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies (continued)
- 7 -
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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
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

Provision for income taxes is calculated in accordance with tax legislations and applicable tax rates in force for the year.

 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Statement of financial position differs from its tax base, except for differences arising on:

 

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities / (assets) are settled / (recovered).

 

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 on either:

 

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.

 

HOUTING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies (continued)
- 8 -
1.8
Foreign exchange

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate.

Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'interest receivable and similar income' or 'interest payable and similar charges'.

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 investments

The company conducts impairment reviews of investments in subsidiaries whenever events or circumstances indicate that their carrying value may not be recoverable. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and whether it is a component of a larger cash generating unit, the viability and expected future performance of that unit.

3
Operating loss
2025
2024
Operating loss for the year/period is stated after charging:
$ '000
$ '000
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
10
HOUTING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
4
Employees

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

2025
2024
Number
Number
Administration and support
3
-
0

Their aggregate remuneration comprised:

2025
2024
$ '000
$ '000
Wages and salaries
1,311
-
0
Social security costs
189
-
0
1,500
-
5
Directors' remuneration
2025
2024
$ '000
$ '000
Remuneration for qualifying services
619
-
0
6
Interest receivable and similar income
2025
2024
$ '000
$ '000
Interest income
Gain on foreign exchange
2,787
9,281
Interest receivable from group companies
22,110
-
0
Other interest income
6
-
0
24,903
9,281
7
Interest payable and similar expenses
2025
2024
$ '000
$ '000
Bank charges
2
-
Interest payable to group companies
74,790
13,564
74,792
13,564
HOUTING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
8
Taxation
2025
2024
$ '000
$ '000
Deferred tax
Origination and reversal of timing differences
1,079
(1,079)

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

2025
2024
$ '000
$ '000
Loss before taxation
(50,317)
(4,315)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(12,580)
(1,079)
Group relief
(590)
-
0
Deferred tax adjustments in respect of prior years
1,079
-
0
Items disallowed for tax purposes
13,170
-
0
Taxation charge/(credit) in the financial statements
1,079
(1,079)
9
Investments
2025
2024
$ '000
$ '000
Carrying amount at the beginning of the year
10
2,709,456
-
0
Additions
-
2,709,456
Carrying amount at the end of the year
2,709,456
2,709,456
10
Details of undertakings

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

Subsidiary undertakings
Registered office
Incorporation/  Acquisition Date
Proportion of voting rights and shares held
2025
2024
Keywords Studios Limited
4th Floor, 110 High Holborn, London, WC1V 6JS,       United Kingdom
23-Oct-2024
100%
100%
HOUTING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
11
Debtors
2025
2024
Amounts falling due within one year:
$ '000
$ '000
Intercompany receivables
237,838
224,490
Other debtors
520
1,683
Prepayments and accrued income
107
-
0
238,465
226,173
12
Creditors: amounts falling due within one year
2025
2024
$ '000
$ '000
Intercompany payables
12,919
-
0
Trade creditors
134
-
0
Taxation and social security
101
-
0
Other creditors
12,727
42,139
25,881
42,139
13
Creditors: amounts falling due after more than one year
2025
2024
$ '000
$ '000
Loan notes issued to related party
800,000
918,000
Payable between 2 and 5 years
800,000
918,000
In October 2024, Houting UK Limited (the “Issuer”) issued a Loan Note Instrument of $918m (the “Notes”) that was listed on the Official List of The International Stock Exchange. Houting B.V., a private limited liability company incorporated under the laws of the Netherlands (the “Noteholder”),  an indirect parent of the Issuer, subscribed for all the Notes. The Issuer shall repay, redeem and/or repurchase all outstanding Notes in full and at par on 29 October 2029 (its “Maturity Date”), together all accrued but unpaid interest thereon.
HOUTING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
14
Share capital
Number of ordinary £0.01 shares
Share Capital
Share premium
$ '000
$ '000
Issuance of shares:
Incorporation on 30 January 2024
100
-
-
Issued on 01 November 2024
1
-
1,883,130
Issued on 06 November 2024
1
-
173,542
At 31 December 2024
102
-
2,056,672
Issued on 01 December 2025
1
-
73,830
Issued on 22 December 2025
1
-
46,170
At 31 December 2025
104
-
2,176,672
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.
15
Parent and ultimate parent undertaking

The immediate parent undertaking is Houting Midco 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.

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