Imagine More
Annual Reportand Accounts 2023

We Imagine Morefor the global
video gamingand entertainment
communities
We are trusted and relied upon by theworld’s leading video games and entertainment
companies to work alongside them during
the full content development cycle, fromconcept through to launch and beyond,to bring immersive content to life for thejoy of billions across the world.
Find out more on page 2

Strategic
ReportOverview

Financial
Statements

Governance01

Supplementary
Information

2023 Highlights

Revenue€780m
13%

year-on-year

EBITDA*

€109m
(10)%

year-on-year

Operating Profit

€47m
(35)%

year-on-year

Organic Revenue growth*

6%

2022:

22%

Adjusted EBITDA*

€158m
8%

year-on-year

Adjusted Operating profit*

€122m
6%

year-on-year

Margin 15.6% (2022: 16.6%)

Basic earnings per share

25.3c
(59)%

year-on-year

Adjusted cash conversion rate*

82%
2022:

100%

Adjusted earnings per share*

112.9c(1)%

year-on-year

Total dividend per share

2.61p
10%

year-on-year

Continuing to perform

Progress against ESG goals— Resilient performance, extending
leadership position in the industry.

— Renewed and strengthened
partnership with Women in Games.

— Create division performed well,with Globalize and Engage divisions
impacted by market conditions
and US entertainment strikes.

— Increased MSCI ESG
rating from A to AA.

— Delivered five acquisitions fora total maximum considerationof €225 million.

Delivering against strategy to drive
long-term sustainable growth— Enhanced strategic partner
relationships, with Top 25 revenues
increasing faster than Group.
— Growing traction with clientsaround our AI post-production
technology suite.
— Increased Group collaboration, withleadership principles supporting
One Keywords culture.

Keywords Studios plc— Increased number of studios
on renewable tariffs by 50%.
Find out more on page 10* Alternative performance measures.
The Group reports a number of alternative performancemeasures (APMs) to present the financial performanceof the business which are not Generally Accepted
Accounting Principles (GAAP) measures as definedby International Financial Reporting Standards (IFRS).
The Directors believe these measures provide valuableadditional information for the users of the financial
information to understand the underlying trading
performance of the business. In particular, adjusted profit
measures are used to provide the users of the financial
statements a clear understanding of the underlying
profitability of the business over time.
For full definitions and explanations of these measuresand a reconciliation to the most directly referenceable
IFRS line item, please see page 152.

Overview
01
02
03
04
06

2023 Highlights
Who we are
What we do
Our footprint
Chair’s statement

Strategic Report
08
14
16
18
20
24
26
28
34
38
46

Chief Executive’s review
Strategy in action - Technology
Market review
Our business model
Our strategy
Strategy in action - Innovation
Key performance indicators
Divisional review
Financial and operating review
Responsible business review
Task Force on Climate-related
Financial Disclosures report
52 Section 172 (1) statement
54 Principal risks and uncertainties
61 Non-financial and sustainability
information statement

Governance
62
64
68
70
72
75
90
92
94

Chair’s introduction
Corporate governance report
Our Board of Directors
Nominations Committee report
Audit Committee report
Directors’ Remuneration report
ESG Committee report
Directors’ reportStatement of Directors’
responsibilities

Financial Statements
95 Independent Auditor’s report
101 Consolidated statementof comprehensive income
102 Consolidated statement offinancial position
103 Consolidated statement of changes
in equity
104 Consolidated statement ofcash flows
105 Notes forming part of theconsolidated financial statements
144 Company statement offinancial position
145 Company statement of changes
in equity
146 Company statement of cash flows
147 Notes forming part of the Company
financial statements

Supplementary information
152 Alternative performance measures
160 Key disclaimers
161 Company information

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Annual Report and Accounts 2023

02

Who we are

We have an unrivalled collectionof connected studios across theglobe, who together offer worldleading expertise and technology
to support our partners create therichest, most immersive experience
for the +3 billion players globally.
We’re on a mission to Imagine More…more for ourclients, more for our studios, more for our people
and more for the games that we work on.
We aim to be the world’s most trusted partner increative and technology solutions for the video
games and entertainment industries, operating
sustainably and positively contributing to theenvironment and our communities across the globe.

72%

of Game Awards winners
Keywords partnered on 13 of the 18 winning
titles (72%) at the 2023 Game Awards inDecember, including two of the biggest
winners on the night, Baldur’s Gate 3
by Larian Studios and Alan Wake 2 by
Remedy Entertainment.

Our purpose
To bring to life content that entertains,connects, challenges and educatespeople worldwide

Our strategic priorities

Strategic partnerships
Form deeper strategicclient partnerships tocreate and capture
more value together.

Technology
Harness technology to
do more for our clientsand stay at the forefrontof the industry.

One Keywords
Drive a “One Keywords”
entrepreneurial
culture and enhancecollaboration.

Talent & capabilities
Become the destination
for talent and careerdevelopment in
the industry.

Adjacent markets
Leverage ourcapabilities to win inclosely adjacent markets
Find out more on page 20

Our responsible business pillars

PeoplePlanetClientGovernanceCommunity

Find out more on page 38

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

03

Supplementary
Information

What we do

We Create% of 2023
Group
revenue

Our connected network of 25 gamedevelopment and art studios across fourcontinents support global publishers indesigning and developing content forsome of the largest IPs in the world.

43%

Find out more on page 28~4,500We Globalize% of 2023
Group
revenue

People across 18 countries

We provide a global offering encompassing
technology-enabled post-production
services - audio, testing and localization required by our clients to get their content
ready for markets across the globe.

36%

Find out more on page 30~5,000We Engage% of 2023
Group
revenue

Our Engage division brings together
our Marketing Services and Player
Engagement businesses and is
responsible for attracting, retaining andsupporting fans across the video games
and entertainment industries. We areexperts in fandom.
Find out more on page 32

Keywords Studios plc

People across 18 countries

21%~2,500People across 14 countries

Annual Report and Accounts 2023

04

Our footprint

International scale anddiversification across markets
Americas

Countries

4

BrazilCanada26+70#
1

MexicoUSA

countries

studios across the world

creative and technology-solutions
provider to the video games industry
Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

We operate in strategically important locations, which provide bothproximity to the world’s leading entertainment companies and goodaccess to skilled talent pools across five continents. Through the year
we focused on consolidating our footprint in key locations and creating
central hubs, whilst maintaining the individual identities of our studios.

EuropeCountries

12

Asia-PacificArmenia

Malta

Abu Dhabi

Japan

England

PolandAustralia

Korea

FranceRomania

China

Philippines

Germany

ScotlandIndia

Singapore

Ireland

SerbiaIndonesia

Taiwan

Italy

Spain

Keywords Studios plc

05

Supplementary
Information

Divisional representationin the region
CreateGlobalize
EngageCountries

10

Annual Report and Accounts 2023

06

Chair’s statement

Continued
growth. Forward
momentum.
Dear Shareholders,It gives me great pleasure to write this letterto shareholders for the first time as the Chair of
Keywords Studios, but it is tinged with sadness
at the untimely passing of Ross Graham, just two
weeks before he was due to pass the baton on
to me in May 2023. Ross had been Chairman of
Keywords since it listed in 2013, guiding it on its
remarkable journey from a small player in thegaming market to the industry leader that it istoday, and we owe him deep gratitude for all that
he did in his time here. He is missed by many
people across the organisation.

Overview

Don Robert

The business continued to deliver against
its core strategic objectives this year, anddespite a number of macro environment
and industry challenges has further
extended its leadership position within
its markets. The strength and breadthof the Group’s offering across the fulldevelopment cycle has allowed it tosuccessfully navigate a difficult time in
the video gaming industry, as it resets andrefocuses after experiencing extremely
strong growth during the Covid period.
We delivered revenues of €780m in 2023,
representing overall growth of 13%, and 17%
in constant currency*. Adjusted operating
profit rose by 6% and adjusted earnings
per share was broadly flat. Adjusted cash
conversion continued to remain strong at
82%, in line with expectations.
* Constant currency definition can be found in
Alternative Performance Measures, page 152.

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportStrategy
The Group has continued to deliver against
the five pillars of its strategy this year, as
well as extending its platform through M&A.
The significant focus on technology andartificial intelligence (AI), one of the Group’s
strategic pillars, since the emergenceof Generative AI, has had a meaningful
impact on the Company’s share price due
to speculation about the potential impact
on the business. As a Board we believethat AI will provide many opportunities andcontinue to focus on the long-term value
generation of the business. I have beenpleased with the progress that the businesshas made in developing its technology
solutions, specifically in the post-production
areas of the business. The Group isalso exploring the opportunities that lie
ahead across the full value chain. In my
experience, companies that are agile andentrepreneurial are those that will emerge
from any significant technology changes
as clear winners. I believe that the team inplace and the culture of the organisation
is such that we are well placed to takeadvantage of benefits that increasing
technology adoption will bring.
The Group has continued its disciplined
deployment of capital aimed at driving longterm value. To support this, it extended its
Revolving Credit Facility to $400 million andlengthened its maturity to 2027. This has
enabled the business to execute on highquality M&A opportunities, with five deals
completed during the year for a maximum
consideration of €225m, which has bothstrengthened our position and extended
our offering for our clients.
The Board has recommended a final
dividend of 1.76p, making the total dividend
for the year ended 31 December 2023 2.61p
per share, an increase of 10% over the 2022
full year dividend (2022: 2.37p per share),in line with its progressive policy. Subject toshareholder approval at the 2024 Annual
General Meeting, the final dividend will be
paid on 28 June 2024.

Governance

Financial
Statements

The Board continues to believe that
allocating capital to drive high-quality
long-term growth provides the best returns
for shareholders, but regularly assesses
other opportunities to deploy capital ina disciplined manner for the benefit ofour stakeholders.

Corporate governance
Keywords is a young and dynamic company,
and the Board seeks to operate to highgovernance and ethical standards. Further
detail is available in the Governance reportfrom page 62.
From a corporate governance perspective,
we have a knowledgeable and engaged
Board, marked by a good balance ofdiscussion and robust challenge on key
topics. We undertook a Board effectiveness
review in the second half of the year, which
confirmed that the Board continues tofunction well and each Director continues
to provide valuable contributions in, andoutside of, Board meetings. During theyear, we were pleased to welcome Rob
Kingston to the Board as CFO in July. Rob
has had a lengthy career within content
and technology businesses and has alreadymade a positive impact. His arrival was partof a long-planned strengthening of the
management team, allowing Jon Hauck tomove into the COO role at an importantjuncture for the business.
To ensure the Board remains focused on
our strategic priorities, two key governanceenhancements were introduced in 2023.
Deep dive sessions on our clients were heldat every Board meeting, providing greater
insight into the interests of clients and how
we respond to them and build stronger
relationships. Secondly, in December, theBoard and executive leadership team held adedicated strategy day to review strategic
progress, a comprehensive three-yearplan for the Group, and the medium-term
opportunity, which remains significant forthe business. Further details of these can befound in the Governance report on pages
64 and 65.

07

Supplementary
Information$400m
Balance sheet flexibility

Increased size of revolving credit
facility from €150m to $400m
during the year, and lengthened
maturity to 2027.
Find out more on page 124

Sustainability
With around 13,000 people within theGroup, in addition to our freelancer
community, we place great emphasis on
engagement, diversity, well-being anddevelopment and have seen progress acrossthe key metrics in each of these areas. We
have also improved our climate-related
disclosures, publishing our third Taskforce
on Climate-related Financial Disclosures(TCFD) report and have enhanced ourmonitoring of our emissions with the aim ofapplying to join the Science Based Target
initiative (SBTi) by the end of 2025. We
are also integrating sustainability metrics
into the Executive team’s remuneration
packages this year as part of an overall
review of their remuneration, to bring that
into line with similar-sized businesses.

Summary
Keywords has delivered a robust year of
growth, despite the difficult backdrop,and has enhanced its leadership positionin the market. The benefits of our strategy
are becoming more tangible, and we see
significant opportunities ahead for longterm sustainable growth. On behalf of theBoard, I would like to thank all colleagues
for their dedication and professionalism
throughout the year. I look forward toworking with the Board and the Executive
Committee to execute against our strategic
objectives and to build on our position at
the centre of the gaming ecosystem.

Don Robert
Chair

As a Board we continue to focus on
the long-term value generation of thebusiness and have been pleased with theprogress that the business has made.

Keywords Studios plc

Annual Report and Accounts 2023

08

Chief Executive’s review

Extending ourleadership
position.
Despite pausing for breath in 2023,
we believe the medium-term
prospects for the industry remain
extremely attractive and will enable
the Group to thrive.

Performance
The Group delivered resilient performancein 2023, with revenues growing 13% to€780m, despite a 4% headwind fromforeign exchange, further extending ourmarket leadership position.

Bertrand Bodson

Reported organic revenue growth of 6%
included a 3% combined impact fromthe US entertainment strikes on our
media and entertainment businesses, andforeign exchange movements. Excludingthese factors, organic growth would
have been around 9%, slightly behind
our medium-term guidance, reflecting
the current market and macro dynamics,
which have led to pressures on certain
parts of the business.
Operating margins were ahead of
expectations at 15.6%, due to good
cost control, which delivered adjusted
operating profit of €122m (reported
operating profit was €47m). This was
6% higher than 2022, despite thehigher margin experienced in thecomparative period.

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
Report

The performance of each of the Group’s
three Divisions reflected the varied
conditions in the market. We continued
to see strong demand in Create, which
now accounts for over 50% of Group
profitability, offset by a temporary
moderation of demand in our Globalize and,to a lesser extent, Engage Divisions, due tothe current market conditions.
Cash generation remained strong, and as
normal, was H2 weighted, primarily due
to the timing of working capital, and we
delivered adjusted free cash flow of €94m,
giving an adjusted cash conversion rateof 82%.
We had another successful year of M&A,
supported by our strong balance sheet,cash generation and expanded revolving
credit facility, adding three high-quality
game development studios to Create,
and broadening Engage’s digital and PR
offerings, with two new US studios. As aresult of this activity, we moved from a net
cash position of €82m at December 2022
to a year-end net debt position of €68m,
with significant headroom remaining in ourfacilities for further selective acquisitions.

Market opportunity
After a number of extremely strong years ofgrowth, in 2023, the video gaming industry
saw a mixed performance. Major titles that
had been in production for a number ofyears were released to commercial success,such as Hogwarts Legacy, Starfield, Diablo
IV and Baldur’s Gate 3, but the broader
industry saw publishers focus more on
profitability than on taking risks aroundnew content. This meant that we saw afocus on core IPs and smaller scopes forthe launch of some titles, with an increasein the number of games being delayedor cancelled.
As we move into 2024, we expect a gradualimprovement to market conditions and
we remain confident in the medium-term
market backdrop. Player numbers continue
to rise, with another record year of averagein-game players on Steam, and games suchas Fortnite have attracted their highest
ever monthly average users during Q4,
demonstrating the popularity and longevityof high-quality games. The mobile market,
which has been through a difficult period,
also appears to be returning to growth
after six consecutive quarters of declines.
Hardware challenges have eased, with thePS5 now readily available and there is amarket expectation that when Nintendo
launches new hardware this will also drive
further growth in content.

Keywords Studios plc

Governance

Financial
Statements

09

Supplementary
Information

Industry forecasts point to continuinglong-term growth in the vast video-gaming
market, with growth in the content creation
segment expected to be above the overallmarket, with a five-year CAGR of 8%.
External service provision is still expected tobe the fastest growing segment, with a fiveyear CAGR of over 9% (Source: IDG) andthis underpins our medium-term organic
growth expectations.

Delivering against strategy
As the key player in this market, at morethan 3x the size of the next largest
competitor, yet with market share of
6%, we believe we remain incredibly
well placed to grow our market share ina highly fragmented market. To do so,
we are making good progress against
the five pillars of our strategy, including
utilising the power of our platform to drive
strategic partnerships with the key market
players, and investing in leading technology
solutions to better serve our clients andenhance our economic and technology
moat against competitors.
We have continued to work more closelywith our largest clients as we seek to
evolve our relationships to more strategic
partnerships. This has seen increased
access to CXO suites, more in-depth
strategic partner reviews, and sessions
with key partners on developments
around AI, strengthening our position
as thought-leaders in this field. Theseenhanced relationships are giving us theopportunity to partner with our clients on
more projects, as well as taking on larger,
longer-term projects. During the year, wewere pleased to see revenues from our Top
25 clients grow meaningfully faster thanthe Group, demonstrating the power of therelationships and helping us to outperformthe market.
Technology, the second major pillar of
our strategy, goes hand-in-hand with ourstrategic partnership initiatives, as animportant differentiator in the market,
providing real benefits to clients, whether
large or small. Our 4,500 dedicatedengineers and technical experts in Create
have a long track record of unlocking thebenefits of multiple generations of newtechnologies to support the industry’s “raceto the top” to create the most immersive
experience for players and we continue
to build on our focus on responsibly
harnessing AI and other technologies inrecent years.

CAS E STUDY

One Keywords:
Starfield
Starfield was the much-anticipatednew space epic from Bethesda
Game Studios, the award-winningcreators of landmark blockbusters
The Elder Scrolls V: Skyrim andFallout 4.
It was the first entirely new universein over two decades from these
giants of the video game industry,
and Keywords was proud to haveworked alongside them every
step of the way to deliver a truly
groundbreaking game for theirlegions of players worldwide.
The collaboration involved teams
from each of our Divisions working
in unison to provide best-in-classservices, whether technicaldevelopment, breath-taking
artwork, exceptional voiceovers,
testing and localization into a
range of languages, all to augment
Bethesda's own extraordinary
operations.

Scan to read more

10

Chief Executive’s review
CONTINUED

Through a combination of M&A and internal
development, the business has also beenbuilding a post-production platform of
AI-enabled products to meet client needs,
supported by over 250 product engineers,enhancing our existing Globalize andEngage services, and enabling us to do
more, faster, and more efficiently whilstenhancing quality for clients.
We saw good traction with Mighty Games’
innovative AI-based testing solution, Mighty
Build & Test, who have scaled their footprint
and product offering, so that they are now
able to test on any game engine. Mighty is
increasingly becoming our internal testing
solution, increasing automation across ourgame development studios globally andhas an exciting client pipeline and productdevelopment roadmap ahead.
Helpshift, our digital first customer support
solution saw good growth, powered by its
ability to swiftly scale support for certain
high performing mobile games in H2.
The business has continued to broaden
its offering whilst delivering an averageof over 60% AI automation to clients. It
is integrating Gen AI to aid the customer
support journey, providing enhanced firstcontact resolution, delivering insights andproviding sentiment analysis for clients.
We were also excited to launch LanguageAIduring the year, which is powered by
KantanAI’s machine translation technology
to enable more languages to be supported

Investment case

Keywords is a critical enabler of alarge, dynamic industry, and weare building out our proprietary
technology platform to augment
our future growth.
Over time we have proven that
we can evolve our offering,organically and through M&A,
to move up the value chain andour entrepreneurial culture
enables us to continually adapt
and deliver leading services toour clients to meet their current
and future needs.

Keywords Studios plc

within the Helpshift solution, and in early
2024, a VIP Services offering, utilising
Helpshift’s data insights to better support
high-spending players.
KantanAI has continued to grow its
partnership with Microsoft, and due to thebenefits of its unique AI-assisted workflow
with improved turn-around times andquality of service, has become increasingly
embedded in service delivery for otherclients. We have also broadened the Kantan
suite of products, with Kantan Audiomate,which manages and stores audio digitalassets, whilst automating and enhancing
audio workflows, now in production
with clients.
During the year, we recruited the former
Head of Gaming AI from AWS Games tospearhead our AI Centre of Excellence(CoE), as part of our Innovation at Keywords
team, led by Jamie Campbell. The CoE iscontinually mapping the landscape for AI
tools that can be deployed in the gamedevelopment cycle, knowledge sharing andcoordinating the many initiatives acrossour studios and building partnerships,
so that we can help clients navigate thefast-moving landscape and shape their
AI strategies.
An example R&D initiative, sponsoredby the Innovation team was Project Ava,
where a team, initially from Electric Square
Malta, attempted to create a 2D gamesolely using Gen AI. Over the six-monthprocess, the team shared their findings
across the Group, highlighting where Gen
AI has the potential to augment the gamedevelopment process, and where it lags
behind. Whilst the project team started
small, it identified over 400 tools, evaluating
and utilising those with the best potential.
Despite this, we ultimately utilised benchresource from seven different gamedevelopment studios as part of the project,as the tooling was unable to replace talent.
One of the key learnings was that whilst
Gen AI may simplify or accelerate certain
processes, the best results and quality
needed can only be achieved by experts intheir field utilising Gen AI as a new, powerfultool in their creative process. As a research
project, the game will not be released to the
public, but has been an excellent initiative
to rapidly spread tangible learnings acrossthe Group, provide insights to clients andit demonstrates the power and level ofcross-studio collaboration that currently
exists. Alongside Project Ava, the team isundertaking a range of Gen AI R&D projects,
including around 3D assets, to ensure that
we are able to provide current insights in anever-evolving part of the market.
An important element of our technology
journey has been to ensure we have astrong technology spine within the Group.
During the year, we have reshaped ourinternal teams to ensure we can support
the different needs of each Division betterand have made targeted investments to

01
Compounding model has
driven a long-term trackrecord of growth
Since our listing in 2013, we have grown from €16mof revenues to €780m in 2023. Over the last six
years, revenues have grown at a compound average
growth rate of over 30% through a combinationof strong organic growth and M&A. Over the sametime period, annual organic revenue growth has
tended to be in excess of 10% as we have benefitted
from both the growth in the video games industry
and growth in market share.
Our compounding growth model combines
medium-term double-digit organic growth driven byhigh levels of repeat business and strong customer
relationships, with stable operating margins andstrong cash conversion. This enables us to re-invest
into value accretive M&A to drive future growth andpropels us towards our medium-term target of over
€1bn in annual revenues.

Annual Report and Accounts 2023

Overview

Strategic
Reportconsolidate systems and begin to create
a global platform that will, over time,enable enhanced customer experiences,data insights and increasingly frictionlesscustomer collaboration.
Whilst the initiatives I have picked out are
not exhaustive, this gives a good flavourof the success of the One Keywords pillar
in driving collaboration and advantage
across the Group. The consolidation of
our service lines into Divisions has been afoundational step, for example in the Create
Division alone, over 30% of projects had
multiple studios working on them. With thesupport of operational excellence initiatives
such as HR and IT business partnering andcross-studio initiatives like Project Ava,
increased collaboration across our global
platform is set to continue and with it theunique advantages it brings. We have also
continued to embed our new Leadership
Principles across the organisation,with a broad-ranging communications
programme, and were very pleased withthe seamless transition of Sperasoft into
four new operating hubs in Eastern Europe,with production in Russia ceasing.
Even in a year of wide-spread job losses,
it remains difficult to find high-quality
engineering talent and capabilities acrossthe industry. Despite this, Keywords
continued to grow, with our talentacquisition programmes, supporting good
growth in this part of our business, withtargeted efforts to identify and attract

Governance

Financial
Statements

talent on a global basis. The recruitment of
Rob Kingston as CFO in July meant that Jon
Hauck was able to move across to the COO
role to support the long-term growth of thebusiness and complete the evolution of theleadership team. I believe we are building
a leadership team and structure, withgood strength in depth, to drive the future
success of the business.
Our progress in adjacent markets has also
been very encouraging with Lively, ourdedicated LiveOps studio, experiencing
strong growth and demand from a wide
variety of clients. We also believe there
is a significant opportunity within virtual
production, both for turn-key services,
and as a virtual art department within
the broader production process andhave launched services to address thisopportunity. Towards the end of the year,
we won virtual production and animationclient mandates through both our Engage
and Create Divisions.
We extended our media and entertainment
offering in the US, through the acquisitionof Digital Media Management, which works
with some of the world’s biggest franchises,
including the recent Barbie movie, toenhance their reach online and in social
media. With the convergence of gaming
and film and television, as underscored byDisney’s recent $1.5bn investment in Epic
Games, we see meaningful opportunities
ahead for us here.

11

Supplementary
Information

M&A
A key and long-standing element of
our strategy is to add significant value
by reinvesting our free cash flow into
consolidating a fragmented market infour M&A focus areas: game development,
marketing, technology and adjacentmarkets. We were pleased to deliver arecord year of M&A, acquiring five studios
for total maximum consideration, including
performance related contingent deferredconsideration, of €225m. In 2023, thecash component of both the current andprevious years’ transactions amounted
to €195m.
In line with our focus areas, three ofthe acquisitions broadened our gamedevelopment capabilities, with The
Multiplayer Group bringing extensive
multiplayer game expertise, Hardsuit Labs
bringing a deep understanding of Unreal
Engine and Playboss Interactive providing
one of our leading UK studios, Climax, asecond location to grow from. We alsobroadened our Engage offering in the US,
the largest global market for gaming, withthe acquisitions of 47 Communications andDigital Media Management (DMM), with bothenhancing our media and entertainment
offering, and DMM bringing market-leadingsocial media capabilities and an innovative
Creator-focused technology platform.

02
Market-leading position
Keywords is the only global provider of fully
integrated creative and technology-enabled solutions
to the global video games industry and is ~3x thesize of our nearest competitor. The industry is still
incredibly fragmented, with around 90% white space,
and there is a significant opportunity to grow ourmarket share, both organically and inorganically.
With an industry reputation for quality, reliability
and flexibility, our global scale, full-service offeringand technology platform mean we are well placed
to take advantage of the trend for customers tomove to more collaborative partnerships with fewer,
larger suppliers.

3x

the size of ournearest competitor

Find out more on page 17

Keywords Studios plc

Annual Report and Accounts 2023

12

Chief Executive’s review
CONTINUED

The five acquisitions delivered pro forma
revenues of €90m in 2023 (including preacquisition revenues), at margins above thecurrent Group, and are expected to growstrongly in the coming years as we continue
to evolve the Group towards higher-value
services. We have a strong balance sheet
and an extensive pipeline of opportunities
that will lead to further attractive
acquisitions during 2024. We expect tocontinue our long track record of adding
significant value to our business and ourclients through our highly value accretive
acquisition strategy for many years.

Responsible businessOur responsible business agenda is centredaround five key areas; our people, planet,
community and our clients, underpinnedby our commitment to good governanceand ethics. We have made solid progressagainst our main priorities across the year,with a range of initiatives designed toenhance culture, employee engagementand diversity and inclusion. These
included the expansion of our employee
engagement initiatives, together withthe continuing roll-out of our Leadership
Principles across the Group. We continued
to make progress with our diversity, equity,
inclusion and belonging agenda, increasing

the proportion of women in the Group
once again, supporting the growth of the
Women in Games Ambassador programme
to more than 1,700 people, and hostinga very successful Women’s Summit inAsia. We also began to increase efforts
around broader diversity, especially given
the prevalence of neurodiversity within
the video gaming sector, and undertook
training, and launched a thriving affinity
group - Brain Space - which is providing theopportunity for connections and support.
In May, we celebrated 25 years of Keywords
by planting 25,000 trees across the worldand have continued to win a range of Best
Company to Work For awards in a numberof locations. We have continued our climate
journey, expanding our emissions reporting,and enhancing our climate-related risk
reporting, within our annual report. Our
progress against our priorities has been
increasingly recognised by third-party ESG
rating agencies, with MSCI now rating thebusiness AA, the joint highest rating in
our category.

US entertainment strikes
Whilst Keywords’ primary market is video
gaming, it has an increasing exposure to thebroader media and entertainment industry,

with the crossover between the two
industries growing. Both our Globalize andEngage Divisions generate revenues fromthe media and entertainment industry, witha large proportion of this in post-production
audio services and marketing in the US. In
May, the Writers Guild of America (WGA)
union commenced strike action following
the failure of union negotiations aroundworking conditions, residuals and AI usage.
The WGA was followed on strike by the
SAG-AFTRA union in mid-July, which meanta near complete stoppage of content
generation in Hollywood.
These strikes continued for a number ofmonths, with the WGA returning to work in
September and SAG-AFTRA in November.
As a result, our US businesses saw
substantially reduced work volume, leading
to around €20 million in lost secondhalf 2023 revenue. Whilst the strikes are
now over, there remains considerable
uncertainty around the pace of ramp-up
in 2024, as the industry returns to normal,
given the logistics involved in each project.
However, the Group believes it is very wellplaced to benefit from the surge in demand,as the industry looks to increase its content
output to meet viewer needs.

Investment case03
Access to a large,
dynamic growth market

04
Critical enabler of the massive
and growing video gaming andentertainment ecosystem

We operate in a growing industry that
services the needs of over three billion
players, and requires the ongoingcreation of engaging content. The
content creation market was estimatedto be worth ~$38bn in 2023, with around
one third of this spent with external
providers like us, presenting a large
growth opportunity. Our focus on content
means we are platform agnostic andthe increasing complexity of games andconsoles is driving demand for larger
providers, such as Keywords.

Our business model means we provide services and solutions to a broadclient base rather than owning the intellectual property of a game.

+3bn

+70%

players driving
demand for content

Find out more on page 16

Keywords Studios plc

This means we have exposure to the underlying growth in the overall
video games market, without the risk of exposure to the performanceof individual game titles. This provides more consistent growth, andour focus is on deepening our strategic relationships with the largest
players in the market. We already service 24 of the top 25 gaming
businesses and all of the top 10 mobile players.
We believe that these relationships, together with our technology
offering, will only serve to increase our competitive moat against oursmaller peers as the industry continues to grow and rely more and moreon external service providers to get high-quality games to market.
of the 2023 Game Awards winners
partnered with Keywords

Find out more on page 18

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Statements

Driving efficiencies

Outlook2023 was a difficult year for our Globalize
Division, and specifically for our Localizationand Localization Testing businesses, asclients were particularly cost conscious,and looked to manage budgets carefully
by focusing solely on those languages withthe highest return on investment. During2023, we carefully managed our costbase, more deeply integrating technology
and enhancing collaboration across our
locations. This process is continuing in
2024 and regrettably, we have rightsized
headcount in Globalize by around 5% as we
look to balance our costs and locations withmeeting client requirements. It is expectedthat this programme, together with otherchanges, will lead to a one-time exceptionalcharge of €5m during 2024. Against thisbackdrop, and changes in post-Covid
working patterns, we have also taken a noncash impairment charge of €10m relating
to onerous right-of-use leases, associatedoffice improvements and historic IT
investments. We have also launched a multiyear efficiency programme to enhance
our operating model as we continue tolook to provide best-in-class delivery forour clients and expect these actions todeliver meaningful annual savings, with the
majority of the benefits being reinvested
into growth.

In a challenging year for the industry, wedelivered resilient performance in 2023,
continuing to grow our leadership position,reflecting our role as a diversified enabler ofthe industry. Whilst the industry back-drop
remains tough in the near term, our leading
technology-enabled global platform andstrong client relationships means that weare incredibly well-positioned to continue
to grow our market share as we supportclients in the creation of ever more exciting
and immersive experiences.

13

Supplementary
Information

I am, therefore, convinced that ourunique position at the heart of the largest
entertainment industries in the world,
combined with our ongoing investments toaugment our human creativity with leading
technology, will create significant value forclients and shareholders.

Bertrand Bodson
Chief Executive Officer

We had a record year of M&A in 2023,
which has brought greater exposure tohigher value Create services, and have an
extensive pipeline of acquisitions for 2024,with our expanded RCF providing enhanced
flexibility to invest. Having made significant
strategic progress, we are better positioned
than ever to benefit as content productionin the video games and entertainment
industries re-accelerates. We remain
confident in our medium-term targets,
expect to deliver strong revenue and profit
growth in 2024 and are firmly on track to
become a +€1bn revenue business.

05
Inorganic growth engine
Since 2013, we have acquired over 65
businesses to augment our customer
offerings, consolidate a fragmented
market, extend our geographic reachand continually improve the quality of
our earnings.
The M&A pipeline continues to be very
healthy, and we are selectively pursuingvalue accretive acquisitions, at valuations
below Keywords’ own rating, that support
our strategic ambitions.

+65

acquisitions completed
in the last 10 years

Find out more on page 11

Keywords Studios plc

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14

Strategy in action - Technology

ImagineMore.
Unlockingpotential.

Capturing the benefits from AI

The video gaming industry has been using
technology and AI to fuel the increasing complexityof games for many years. Devices are more powerfulthan they have ever been, increasing the bounds ofthe possible for new experiences and technology isrequired to deliver what players demand.
At Keywords, we have been investing in AI for a number of years, and have built
a post-production platform of interconnected tools to support our clients.
We believe that responsible use of Generative AI will, in time, enable rich newexperiences in gaming, when both the tools and legal frameworks are moredeveloped, providing us greater opportunities to raise the game for clients.
Link to strategic priorities:
Technology

Keywords Studios plc

One Keywords

Talent and capabilities

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Information

CAS E STUDY

Project Ava – Gen AI R&D Initiative
A team from our Electric Square Malta studio, together
with our Innovation at Keywords team, is leading a broad
R&D initiative into how Gen AI could be used to support thegame creation process in future.
The aim of the project was to use bench resources to build
a high-quality game with limited budget using Gen AI toestablish a broad understanding of available tools, howwell they work and compare to existing techniques. The
learnings from the project would be used to educate ourstudios across the globe and support clients.

7

game development
studios collaborating
across the Group, providing different
specialisms and experience to theinitiative and enabling learnings to beembedded more broadly

Keywords Studios plc

We undertook a deep evaluation of the tools in the market
to understand their quality and consistency when creating
content, as well as their legal status. In total we identified
over 400 tools as part of the project, evaluating and using
those that had the most potential.
As the team progressed, they identified areas where newtools could accelerate development, but many others
where they couldn't. The team’s original aim was to makethe game with three people, but it quickly became apparent
that the tools were unable to replace the skills of highly
trained people, and the team grew to nearly 30 people at its
peak, across seven game development studios.
One of the key learnings was that whilst Gen AI may simplify
certain processes, the best results can only be achievedby domain experts utilising Gen AI as a powerful tool intheir creative process. The tools can provide good initial
outcomes, but in the hands of the inexperienced, Gen AI
tools get you running before you can walk, disrupting thecreative tension, critical to development of great games.
This has been an excellent initiative to rapidly spread
tangible learnings across the Group and it demonstrates
both the power of the network and the level ofcollaboration across our studios. Once complete, the teamwill continue their research, with further Gen AI initiatives.

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16

Market review
The video games and entertainment industries are large, vibrant and fast-moving.
The gaming industry received a significant boost to growth from COVID-19, as there
was an acceleration in both consumer spending and engagement, and the industry grewsignificantly faster than was forecast. During both 2022 and 2023, it has seen a normalisationof the growth trajectory as a result, but the medium-term outlook remains strong, and theGroup has continued to grow and extend its leadership position within the industry.

Demand trends
Market spending
Consumer spending on video games saw
moderate growth in 2023, with Newzoo
forecasting a 1% expansion to $184 billion.
This represents a 6% compound annual
growth rate (CAGR) over the past five
years. Newzoo predicts continued
medium-term expansion at a 2023-2026
CAGR of 4%.
There were divergent 2023 spending
trends between personal computer(PC) and console games, up 2% and 4%
respectively, and mobile games, down
2%. Large PC and console releases
like Starfield, Diablo VI, and Hogwarts
Legacy drove growth, alongside ongoing
spending on live service and annual titles
such as Fortnite and EA Sports FC. The

Addressable market
Within the vast video game ecosystem,
Keywords focuses on the criticalcontent creation segment. Spending onvideo game content creation reachedapproximately $38 billion in 2023
(Source: IDG). Despite the mixed year,
content creation spend still grew 4% andexternalised spend grew 5%. Historically,
most game development has occurredin-house, but external provision has risenmarkedly in recent years. Of total content
spend, externalised spend now represents
around one third, or ~$13 billion. With
2023 revenue of €780 million, Keywords
has grown its market share to over 6%,
and has a significant opportunity togrow further.
IDG forecasts that Keywords' total
addressable market will grow above
broader industry levels as the trend
towards external providers continues andthe level of technical demands increases.

Keywords Studios plc

mobile segment, accounting for just under
50% of total spend, extended its 2022
decline before stabilising in the second
half. This weaker mobile performance
stemmed from lower engagement andspend levels across casual games.
Intensified cost-of-living pressuresand a crowded second-half releasecalendar forced gamers to be selective,
concentrating spending on premierfranchises and titles. As a result, somehigh-profile games underperformed
expectations. This led publishers anddevelopers to prioritise profitability overgrowth to de-risk their investments,
spurring game delays and cancellations.
It has also led to significant industry job
losses during 2023 and in early 2024.

They expect the annual growth of content
creation to average ~8% growth between
2023-2028, whilst the externalised
services market will grow at ~9%. Gamedevelopment and art, the largest areas ofspend, remain the most internalised areasof the value chain, with ~30% external
penetration, and IDG expects this will bea key area of growth going forward. Moremature areas like audio and localization
are over 50% externalised.
We also continue to see game engine
technology increasingly being used inother markets to improve their processes.
In the media and entertainment space, wehave seen virtual production, which uses
game engines to render backgrounds
onto large, high-resolution LED screens,increase in use and we also see potential
opportunities in visual effects andanimation. These trends will remain
supportive over the medium term andprovide an opportunity for us to utilise ourexpertise in broader sectors over time.

Global video game market
2026E$206bn2023E$184bn2022$183bn2021$193bn2020$179bn2019$146bn2018$135bnAddressable Content Market ($bn)
60
50
20

40
30

13

20
10
0

25

36

2023

2028

External~$13bn(~35%)

External~$20bn(~37%)

In-house~$25bn(~65%)

In-house~$36bn(~63%)

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Industry trends
Average concurrent users on Steam (m)
2023

29.2

2022

29.1

2021

25.8

2020

21.8

2019

18.0

2018

16.9

Player engagement
Despite marginal overall market growth in2023, video game engagement remained
strong. On Steam, the leading PC gaming
platform, average concurrent users edged
higher, with peaks of over 34 million users
in January 2024. Full-year 2023 "in-game"averages grew about 12% year-on-year,with a peak of over 10 million in-gameplayers being achieved in January 2023.
For comparison, in the week prior to
the pandemic being declared in

Fragmented market

US entertainment strikes

The gaming services ecosystem is highly
fragmented, with Keywords uniquely
positioned as the lone scaled player offering
breadth across the value chain. This allows
Keywords to meet diverse customer
needs whilst consolidating market share.
Industry players are attracted to Keywords
for stability, customer access, and service
breadth. Keywords holds over a 6%
market share, but is 3x larger than the nextcompetitor. Smaller rivals command 1-2%
overall share, but are focused on specificofferings. In total, the Group believes thataround 90% of the services in the industry
are provided by small providers and as
the industry matures, it believes there is asignificant opportunity to consolidate theindustry and provide scaled services toclients. Keywords’ relative size advantage
over competitors continues to grow. Thisshould enable closer partnerships with
top industry players needing large-scale,complex project support going forward.

Whilst Keywords’ primary market is video
gaming, it has an increasing exposure to
the broader media and entertainment
industry, as there is an increasing crossover between the two industries, withlarge gaming IPs becoming successful
movies and TV shows. There is also
considerable cross-over in the skills
required, both in post-production audio
services and marketing, and both Globalize
and Engage generate revenue frommedia and entertainment clients, with the
majority of this US focused. As Keywords
expands in the broader entertainment
space alongside gaming, it faces industry
dynamics like union negotiations.

Market share versus competitors
(%)

~90%
white space
opportunity#2

Keywords Studios plc

#3

#4

#5

In 2023, the Writers Guild of America(WGA), SAG-AFTRA, and SAG-AFTRAInteractive Performers unions held talks
on working conditions, residuals, and AI
usage. When initial negotiations failed,

Technology
The video gaming industry has long utilised
technology to enhance the quality of
the games that it produces, whether the
hardware games are played on or thesoftware that sits behind the game. This
constant innovation ratchets up games'
visual fidelity and immersion, requiring
more content spend and jobs in theindustry. During 2023, as in many otherindustries, there was a significant focus
on the potential impact of Generative AI ingaming and many believe that this new tool
will enable bigger and better games andmore immersive experiences for players,
bringing to life areas of the game, such as
non-player characters, where budgets andcurrent technology limit what is achievable.

March 2020, concurrent players were atjust over 20 million, with around 6 million
being in-game.
Subscription services like Microsoft’s
Game Pass and live service games such as
Fortnite also drove engagement. Microsoft
confirmed that Game Pass subscribers
logged a record number of play hours in
Q3 driven by new content on the platform,and Fortnite saw record player numbers
during Q4.

the WGA commenced strikes in May
followed by SAG-AFTRA in mid-July,
marking the industry’s first joint strike in
60 years and leading to a near complete
work stoppage. After months of talks, theWGA reached a deal in September and
SAG-AFTRA in November, allowing actors
to resume work. SAG-AFTRA Interactive
Performers negotiations continue into
2024 without strike action having takenplace, and work continues as per normal.
These strikes severely impacted California’s
economy and Hollywood operations.
For Keywords, our US businesses saw
substantially reduced work volume, leading
to around €20 million in lost secondhalf 2023 revenue. Whilst the strikes are
now over, there remains considerable
uncertainty around the pace of rampup in 2024 before the industry returns
to business as usual, given the logistics
involved in each project.

Keywords believes AI represents a major
opportunity, but that it will take time before
the technology is of a high enough quality
to provide the experiences that a AAA
publisher requires, and before there aresettled legal frameworks around its use.
To date, our experience is that clients are
keen to understand the possibilities that
may be available but are not ready to utilisethem in the production process of thegame. In non-production areas, the Groupis seeing strong interest in the AI platform
it is creating across the testing, localizationand player engagement areas to enhance
efficiency in tandem with human expertise.

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18

Our business model

Creating value by
driving long-termsustainable growth
Barriers to entry

What we do

Scale and flexibility
Clients increasingly need large reliable partners who
can provide scaled teams and specialist services tosupport content production.

Reputation for quality

We

Our commitment to quality, delivery and partnershipis central to our customer value proposition.

Knowledge and expertise
Our talented people have deep games-specificknowledge and experience, enabling them to add
value to our customers’ games at all stages in thedevelopment lifecycle.

Global presence
Providing access to the best talent enables us todeliver projects across studios in multiple timezones, allowing global workflow capabilities whilst
remaining close to our customers.

CreateOur connected network of 25 game development
and art studios across four continents supports
global publishers in designing and developing
content for some of the largest IPs in the world.

Game Development
Art Services
Find out more on page 28

Technology
The technology landscape continues to evolve andrequires investment into innovative client solutions,as well as network and security infrastructure whichmakes it difficult for smaller suppliers to compete.

Financial strength
Our strong financial performance and position
enables us to invest in building our technology
platform and gives our customers reassurance of
resilience in their supply chain and is part of ourattraction to businesses we acquire.

We

EngageOur Engage division brings together our Marketing
Services and Player Engagement businesses and is
responsible for attracting, retaining and supporting fansacross the video games and entertainment industries.
We are experts in fandom.

Player Engagement
Marketing Services
Find out more on page 32

Keywords Studios plc

Annual Report and Accounts 2023

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Supplementary
Information

At Keywords, we are using our passion for games, technology and entertainment
to create a global, integrated services platform of scale for video games and beyond.
By working as their external development partner, we enable leading content creatorsand publishers to leverage our expertise. Our presence across the full game development
cycle creates multiple opportunities to support our clients and we continue to evolve ourofferings to ensure we meet our clients' future needs.

Creating value for
our stakeholders
Shareholders

We

Globalize
We provide a global offeringencompassing technology-enabled
post-production services - audio,
testing and localization - required byour clients to get their content readyfor markets across the globe in bothvideo gaming and TV/film.

Consistent trackrecord of delivering
revenue and profit
growth, augmented byvalue-creating M&A.

Clients

Find out more on page 30

Employees

Increase in average
number of employees
in 2023

Growing scale anddiversity of our teams
within the supportive
One Keywords culture.

+11%% women in workforce

27%
Environment
Minimising our impact
on the planet throughSustainable Studios
programme.

Communities
Increasing support forgood causes focusedaround advocacy,environment andeducation.

Keywords Studios plc

Number of clients taking
3 or more services

150

Functional Testing
Localization Testing+31%

Deepening andbroadening our
relationships with our
key clients.

Audio Services
Localization

2017-2023 revenue CAGR

Number of studios
on renewable energy
increased by+50%

Amount raised andmatched for good causes€86,000

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20

Our strategy

Imagine More.
In 2022, we outlined a refreshed strategy to build on our position at the centre of
the video gaming ecosystem and made considerable progress against that strategy in2023. We are continuing to grow our platform, capabilities, and technology-led offering
to deliver an ever-more compelling proposition globally for our partners in the video
games industry, and adjacent content markets.
The five priority areas of focus to take Keywords forward andto drive accelerated sustainable growth and opportunity are:Strategic partnerships
Technology
One Keywords

Talent & capabilities
Adjacent markets

2023 Focus

Strategic
partnerships
We are aiming to develop deeper strategic client partnerships
at all levels to create and capture more value together, driving
success for our clients and more demand for Keywords’ services.
We believe that as the leading global provider we are uniquelyplaced to build strong strategic relationships and that our key
clients are looking to elevate their key relationships to enable
them to navigate the increasing complexity within the full gamedevelopment value chain. By facilitating greater cross-studiocollaboration, we aim to capture more value for all and unlock
opportunities to take on larger engagements with clients.

Keywords Studios plc— Enhancing our relationships
with our Top 25 clients— Developing our strategic partnering
capability and capacity— Win larger, more complex,
lighthouse deals with key clients

2023 Progress— Increased CXO access with revenues
from Top 25 clients meaningfully
outpacing the Group— Building end-to-end offerings for
new entrants looking for white glove
game development services— Signing of several lighthouse agreementswith AAA publishers for long-term testing
and game development services

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Governance21

Supplementary
Information

2023 Focus

Technology
We are harnessing new and existing
technologies to enable us to work smarter,
do more for our clients and stay at theforefront of the industry. This includes
broadening our use of AI and automation
across our business and building an
integrated post-production technology
platform to enhance our client offering.
We are also strengthening our internal
capability to support growth and our ability
to deliver larger, more complex work evermore seamlessly through better integrationof our systems across the business.

— Guide responsible useof Generative AI— Broaden capabilities anddepth of innovation teams— Create a broad AI postproduction technology
platform for clients— Enhance internal tech spineand commonality of systems

Progress in 2023
— Broadened AI capabilities,
through hiring of ex-AWS Headof Gaming AI/ML to drive AI
Centre of Excellence, andlaunched AI Council— Project Ava launched as an R&D
initiative to assess current Gen
AI tools and feasibility of use inproduction workflows— Meaningful increase inrevenues derived from digitalproduct platform— Innovation team launched new
cross studio games accessibility
product, with good traction
with clients

CAS E STUDY

Developing Strategic Partnerships
Keywords continues to strive to be more strategic with its
customers, and broaden the number of services that it can
support them with. In 2021, we started working with a large
content provider for the first time within our video gaming
business. The work was initially focused on small titles and waslimited in nature, and due to it being across several services,
the client found it difficult to navigate the internal complexity.
In 2022, we introduced a Global Integrated Solutions
Producer dedicated to the client to help with retention,
manage client relations and along with the Client Partner,
delivery of projects across studios to help with growth of theaccount. Challenges were resolved in early 2022 enabling
the relationship to flourish, and we experienced a significant
step up in activity. This continued into 2023, and during theyear Keywords provided localization services on over 30 titles
and our functional testing teams tested over 60 games forthe client. In 2024, we are looking to expand our relationshipfrom Globalize into Engage and have seen revenues increasesuch across the period, that it has become a multi-million euro
relationship that we look to grow further.

Keywords Studios plc

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22

Our strategy
CONTINUED

2023 Focus— Embedding a unifying set of leadership principles

One Keywords
We are galvanising the Group’s “One Keywords” cultureof entrepreneurialism and collaboration to make it easier
to navigate our comprehensive service and studio platform
and facilitate more collaboration and scalability. As partof this we are developing our shared cultural values andlaunched new leadership principles to facilitate platform
growth. We are amplifying the voice of our studios toensure we have a global platform that combines invaluable
local knowledge with the benefits of our strong spineof shared services to support the growth of our studios.

— Enhancing business partnering across the Group— Driving collaboration initiatives to support bothGroup and studio objectives

2023 Progress— Leadership principles embedded into theorganisation, providing a frame of reference forculture across the Group— IT & Digital team transformation providing basis
Divisional IT excellence— One Keywords team supported the transition ofwork out of Russia to create “Sperasoft 2.0”
— Meaningful increase in collaboration
within Create, with 30% of projects
multi-studio

2023 Focus

Talent andcapabilities
We aim to establish Keywords as the destination for talentand career development in the industry. Our goal is toenhance our employee value proposition to support thegrowth of our global and increasingly diverse workforce.
We will do this through talent development and acquisition,effective communication and engagement, alignmentof incentives and a broadening of our DEIB initiatives.
As part of this we are expanding our talent development
and acquisition activities across our global footprint to offer
the best opportunities, and are looking to develop a further
pool of talent to support studios around the world.

Keywords Studios plc— Scale HR systems and compensation and benefit
practices to reflect scale of business— Enhance employee engagement to support
talent related initiatives— Scale talent acquisition and talentdevelopment pathways

2023 Progress— Supported the growth of average employee
base by more than 11%, including over 600
people joining through acquisitions— Expanded the ambassador programme with
Women in Games and held third Women’s
Summit in Asia
— Global talent acquisition team accelerated
growth in Create, where talent remains scarce

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Information

2023 Focus

Adjacent markets
We are targeting closely adjacent markets that are increasingly
utilising video games expertise, that naturally fit with ourcurrent offering, or where we can benefit from or transfer our
gaming experience to other close verticals. We are developinga dedicated LiveOps offering, to build on our existing offering,as an increasing proportion of games have content that isconstantly iterated and developed after launch. Another key
area of focus unlocked by our mastery of game engines isthe opportunity in virtual production and animation, as thetechnology is increasingly converging.

— Broadened live operations offering totake on larger roles— Explore internal capabilities and routeto market for virtual production— Enhance capabilities in media
and entertainment to capture
transmedia opportunities

2023 Progress— Strong demand for Lively, our dedicated
LiveOps studio, which developed a full“go to market” offering— Acquisition of DMM broadened reach
into film and TV marketing, withsignificant opportunity to expand their
gaming offering— First virtual production and animationclient wins across both Create and Engage

CAS E STUDY

Painting the World Pink
Digital Media Management (DMM) partnered with Warner
Bros. to make a spectacular splash for the world-famous
Barbie on her cinematic debut, celebrate an icon andreignite the timeless magic of the Barbie legacy in the heartsof millions. DMM was tasked with bridging generational
gaps, speaking to both the nostalgic older audienceand the digitally-native younger viewers. To do this it
led a multifaceted digital strategy to carve a ubiquitous
Barbie digital identity, resonating across platforms anddemographics, cultivating visually stunning creatives
and strategically amplifying press efforts, to drive both
engagement and anticipation. DMM created a digital mosaic
of content where every piece resonated with a part of Barbie's
journey, including creating TikTok behind the scenes diaries
and took people on the global press tour by capturing theambience and narrating it through Instagram Stories. As she
strutted in her high heels to the big screen, Barbie made thesummer one to remember with 63 million engagements and274 million impressions across Facebook, Twitter, Instagram
and TikTok. As the summer sizzled with their energy, Barbie
had the biggest opening of 2023 and soon reached over
$1 billion at the global box office. Through crafting a 360
campaign as lively and empowering as Barbie herself, DMM
gave everyone a chance to live out their Barbie pink dreams.

Scan to read more

Keywords Studios plc

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24

Strategy in action - Innovation

ImagineMore.
Breaking
down barriers.
Making games accessible to all

Driving the industry towards an accessible
future by giving developers and publishers thetools they need to enable everyone to enjoy
gaming experiences as fully as possible.
Our aim is to create a one-stop, comprehensive resourceof capabilities to equip and empower developers to makevideo games more accessible for players with disabilities,
as well as anyone who benefits from inclusive design andaccessibility features.
Link to strategic priorities:
Technology

One Keywords

Talent and capabilities

Scan to read more

Keywords Studios plc

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CAS E STUDY

Advancing Accessibility
We believe everyone deserves to play. Our studios haveenabled developers to craft approachable, accessible
experiences for hundreds of games reaching billions ofplayers. Building on this, in 2023 we launched Advancing
Accessibility, part of our broader push to make games more
inclusive and our first product offering identified by our
Innovation at Keywords team.

+30
cross-trained staff
providing specialist
Accessibility Quality Assurance
delivering both rapid audits
and long-term accessibility
testing integrated into
traditional QA.

This cross-disciplinary initiative was spearheaded by Player
Research, with four other studios taking part, spanning
accessible UX/UI, marketing, trailers, engineering, andchampioning accessibility specialists across Keywords.
The goal is supporting inclusive game design, accessible
marketing, and provide wide-ranging support for testing
research and engineering teams. The programmes havebeen designed in conjunction with disabled players andwill help bring the voice of disabled players into theirdesign process.
As part of the offering, our teams will deliver feedback oncontent at every stage of game production. Alongside that,a range of auditing and research services, inclusive design
consultancy, co-development of accessibility features,professional audio description and closed caption support
for accessible game trailers will also be on offer.
Furthering these efforts, we unveiled Accessibility Quality
Assurance (AQA) to reinforce modern game accessibility
during production. Leveraging a novel “barrier severity”
prioritisation system, AQA specialists meticulously identify
barriers and provide technical assessments to ensure
seamless experiences. This first-of-its-kind service, with 30
cross-trained staff across Canada, Poland and India, delivers
both rapid audits and long-term cycle testing integrated into
traditional QA.

Find out more on page 41

Keywords Studios plc

Annual Report and Accounts 2023

26

Key performance indicators
We monitor our financial performance against a number ofdifferent benchmarks and these are set in agreement with the Board.

Revenue growth

Organic revenue growth

13.0%
2023

2022

13.0%
34.8%

2021
2020
2019

5.6%

2023

37.1%
14.4%

Reasons for choice

Quantifies the growth inrevenue from our operations
on a reported basis.

2022

5.6%

2020
2019

30.2%

Objectives

The Group aims forcontinued revenue growthand development.

How we calculate

Increase year-on-year inreported revenue.

21.8%

2021

19.0%
11.7%

Reasons for choice

Due to the number ofacquisitions the Group makes,
and because it integrates
them quickly, this provides themost meaningful measure ofunderlying revenue growth.

How we calculate

Organic revenue at constantexchange rates is calculated
by adjusting the prior year
revenues, adding preacquisition revenues for thecorresponding period ofGross margin

38.3%

2022

38.7%

2021

39.1%

2020

The Board believes this to be aconsistent measure of trading
performance.

How we calculate

Revenues from services
supplied to customers lesscost of sales, as a percentageof revenue.

Keywords Studios plc

Objectives

The Group aims to achieve
Organic Revenue growth inexcess of 10% per annum
over the medium term.

18.0%

2023

Reasons for choiceownership, and applying theprior year foreign exchange
rates to both years, whentranslating studio results into
the euro reporting currency.

Adjusted operating costs as a % of revenue

38.3%
2019

15.5%

38.0%
36.8%

Objectives

The Group aims for grossmargins in line with historic
norms.

2023

2022
2021
2020
2019

Reasons for choice

The Board monitors
overheads to ensure theoperating costs of the Groupare in line with the level ofbusiness being generated.

How we calculate

Administration expenses,
adding back non-operating
costs including share-based
payments expense, costs ofacquisition and integration,amortisation of intangible
assets, depreciation and

18.0%
17.4%
17.6%
18.1%
19.2%

impairment, non-controllinginterest and deducting bankcharges, expressed as apercentage of revenue.

Objectives

The Group will continue
to seek to control thesecosts closely and in linewith the level of businessbeing generated.

Annual Report and Accounts 2023

Strategic
ReportOverview

Financial
Statements

Governance27

Supplementary
Information

Link to strategy
Strategic partnerships

Technology

One Keywords

Adjusted EBITDA margin

20.3%

15.6%
20.3%

2022

21.3%

2021

21.5%

2020

Reasons for choice

Provides an indication of
how we are performing bothinternally and relative to
our peers.

How we calculateComprises EBITDA(operating profit, adjusted
for amortisation of intangible
assets, depreciation andimpairment, while deducting
bank charges) adjusted
for share-based payments
expense, costs of acquisition

19.9%
17.6%

and integration and noncontrolling interest, as apercentage of revenues.

Objectives

The Group aims to increase
margins through operational
efficiencies.

Adjusted cash conversion rate

2022

82.3%

Measures operating cash
generation and our capacity
to pay dividends, service debt
and fund acquisitions.

How we calculate

Adjusted free cash flow
before tax as a percentage of
the Adjusted profit before tax.
The calculation is described in
more detail on page 160.

Keywords Studios plc

16.6%

2021

17.3%

2020

15.3%

2019

13.2%

Reasons for choice

The Board believes this to be aconsistent measure of trading
performance, aligned with theinterests of our shareholders.

How we calculate

Adjusted operating profit
margin consists of the
Operating profit as reported
in the Consolidated statementof comprehensive income,adjusted for share-based
payments expense, costs ofacquisition and integration,(0.5)%
100.1%
107.3%

2020

Reasons for choice

15.6%

2022

and amortisation of intangible
assets as a percentage ofrevenues. In order to present
the measure consistently
year-on-year, the impact ofother income is also excluded.

Objectives

The Group aims for margins
at or above 15%.

(0.5)%

2021

2019

2023

Growth in Adjusted EPS

82.3%
2023

Adjacent markets

Adjusted operating profit margin

2023

2019

Talent and Capabilities

97.2%
80.2%

Objectives

The Group aims to achieve anannual cash conversion rate ofaround 80% over the medium
term with a key focus on
cash generation and working
capital management.

2023

2022

27.2%

2021

46.5%

2020
2019

24.9%
7.2%

Reasons for choice

Reports the underlying profit
growth generated on a pershare basis, demonstrating
the value being created forshareholders.

How we calculate

The Adjusted profit after
tax comprises the Adjusted
profit before tax, less thetax expense as reported on
the Consolidated statementof comprehensive income,further adjusted for the tax

arising on the bridging items
to Adjusted profit before tax.
The Adjusted earnings per
share comprises the Adjusted
profit after tax divided by thenon-diluted weighted average
number of shares as reported
in note 8.

Objectives

The Group aims for continued
growth in Adjusted earnings
per share.

Annual Report and Accounts 2023

28

Divisional review

CreateCreate combines Game Development and Art Services
to deliver a range of content production services to clientsand partners globally. It represents around 4,500 people
across four continents.

Service offerings
Game Development
Includes full and co-development,
porting and remastering, tool
development and consulting services.
Art Services
Creation of video game graphical art,
including concept, 2D and 3D asset
production and animation.

Performance indicators
Service line revenue

€336m
+22%

Organic Revenue growth17%2022: 26%

Average operational staff

3,935
+15%

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
Report2023 Performance
Create performed strongly during the year,with total revenues up by 22% to €336m(2022: €276m) and Organic Revenue,
which excludes the impact of acquisitions,
growing by 17%, as we continued to see
strong demand for our high-end services. H1
performance was exceptionally strong, with
H2 normalising, as expected, given current
industry dynamics.
This growth was primarily driven by ourAustralian and UK game development hubs,
as we continued to expand our footprint ineach region through a combination of newsatellite studios and headcount additions.
We also won a number of larger
engagements with key clients, both single
studio and wider collaborative efforts, as
we continue to demonstrate the benefits ofworking with a multi-studio or geographic
set up to clients. Our art studios also
performed strongly across the period, withenhanced collaboration between our gamedevelopment and art studios supported ouroverall growth.
Aside from good execution at the studiolevel, which contributed to this success, we
increased collaborations within the Division
as we reacted to the changes in the market
dynamics, keeping our utilisation highby using bench resources and managing
recruitment cadence.

Governance

Financial
Statements

29

Supplementary
Information

During the first half, Sperasoft completed
its transition out of Russia into four new
operating hubs in Eastern Europe. This wasa major undertaking, and we are delighted
that we were able to complete this withlimited disruption to existing projects for ourclients. Once the transition was complete,
we were able to take on new work and werepleased with the growth during the second
half of the year as the team won a numberof new projects.
Adjusted EBITDA in Create grew 35%
to €94m in 2023 (2022: €70m), with
the Adjusted EBITDA margin of 28.0%
in 2023 higher than the previous period(2022: 25.3%). This was primarily due to theincreased weighting of game developmentin the Division, good central cost control
and strong revenue growth.
We welcomed three new gamedevelopment studios this year, The
Multiplayer Group (MPG) in Nottingham,
Hardsuit Labs in Seattle, and Playboss
Interactive in Liverpool. Together, theseacquisitions broadened our service offering,
footprint and added nearly 450 highquality game engineers and artists to theDivision. MPG is a market leader in providing
multiplayer services, Hardsuit has deep
expertise in Unreal Engine, and Playboss
provides Climax, one of our largest UK
studios, with a second location from whichto continue its growth trajectory.

Outlook
Our expanded Create Division remains well
positioned to capitalise on the continuing
demand for its high-end services. We havegood pipeline visibility into 2024 across bothgame development and art, with growthweighted towards the second half of theyear. The increasing scale and depth of ourexpertise in Create means we believe weare uniquely placed to harness the benefitsof Generative AI as a tool to support ourclients if they wish to utilise it. We are seeing
limited utilisation to date, with copyrightand quality concerns currently a barrier toadoption for AAA publishers. Over time, we
believe these technology advancements
will be able to augment the creativity of ourclients and teams and enable the delivery ofever more content for our clients.

Percentage ofGroup Revenue

43%
2023

2022

Change22.0%

Revenue €m

336.1

275.5

Organic Revenue growth %

17.3%

25.9%

Adjusted EBITDA €m
Adjusted EBITDA margin %

94.1

69.7

35.0%

28.0%

25.3%

2.7%

Percentage of Group
Adjusted EBITDA

59%

Keywords Studios plc

Annual Report and Accounts 2023

30

Divisional review

Globalize
CONTINUED

Globalize brings together our Audio, Testing and
Localization businesses to create a global provider,with around 5,000 people across five continents.

Service offerings
Audio Services
Multi-language voiceoverrecording, original language voice
production, music management
and sound effects to both the video
game and film and TV markets.
Functional Testing
Quality assurance, testing fordefects, compliance with hardware/
platform specifications, as well as
test automation tools and services.
Localization
Translation of in-game text,
audio scripts, cultural and local
adaptation, accreditation, packaging
and marketing materials in
50+ languages.
Localization Testing
Testing for out of context
translations, truncations, overlaps,
spelling, grammar, geopoliticaland cultural sensitivities andcompliance requirements.

Performance indicators
Service line revenue

€280m
(7)%

Organic Revenue growth(4)%2022: 23%

Average operational staff

4,795
+5%

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
Report2023 Performance
Globalize experienced more difficult trading
conditions in 2023 and was impacted by
the US entertainment strikes and foreignexchange movements, with total revenues
falling by 7% to €280m (2022: €301m).
Organic Revenue declined by 4% andexcluding the impact of the strikes, organic
growth would have declined slightly,
significantly outperforming the core
gaming post-production market, which wasestimated to have declined by 5% in 2023
(Source: IDG).
Whilst performance was below
expectations at the start of the year, it wasa resilient result given market conditions, as
there has been an elevated level of projectcancellations, delays and reduced scopes
which have impacted the Division given its
broad reach across the industry. In addition
to this, the US entertainment strikes, had asignificant impact on our audio businesses
during the second half of the year.
We were, however, pleased that Functional
testing continued to deliver robust results,
with the addition of some larger scale
contracts in lower cost locations suchas Poland and with our operations in
Mexico beginning to scale up. This wasoffset by our embedded services testing
business and our localization businesses
which experienced a tougher period.
Localization clients were particularly cost
conscious and looked to manage theirbudgets carefully, by only focusing on key
languages where the best returns could be
generated. Audio faced tough comparatorsin H1 and then was heavily impacted by
the US entertainment strikes, which are
now resolved.

Governance

Financial
Statements

31

Supplementary
Information

We have continued to make good progressin developing and integrating our postproduction technology platform. As partof this we developed our Mighty Build andTest solution and significantly scaled theteam and the product offering during 2023.
Mighty is now able to operate on Unreal,Unity and custom/proprietary game enginesand has expanded its external client base as
well as operating as the QA tool at a numberof our large internal studios. We have an
exciting pipeline of client opportunities as
we move into 2024 and are continuing todeliver against our product development
roadmap to broaden its functionality.
Adjusted EBITDA of €49m was 21% lower
than 2022 (€62m), with Adjusted EBITDA
margins of 17.4% moderately lower than
2022 (20.5%). Margins were expected tonormalise following exceptional demandin 2022 and were impacted by the lower
utilisation of resources compared to
the 2022, with pricing more of a focus
for clients.
During 2023, we carefully managed our costbase, whilst integrating technology moredeeply and enhancing collaboration acrossstudios. This process is continuing in 2024,
and, regrettably, we have rightsized theheadcount in Globalize by around 5% as we
look to balance our costs and locations withclient demands. We continuously look toenhance our operating model to generate
efficiencies and provide best-in-classdelivery for our clients, reinvesting savings
into growth.

OutlookGlobalize has a leading position withmajor publishers within the industry andis well placed to benefit when the content
cycle turns and as Hollywood rebounds toprevious output levels through the year.
We also believe that there is a significant
opportunity over time to support clients
moving from fixed to variable costs as theylook to manage their budgets and costbase. We will continue to carefully manage
our cost base, enhancing our delivery modeland efficiencies across our global footprint,
and will further integrate technology into
our workflows to differentiate our offeringin the market.

Percentage ofGroup Revenue

36%
2023

2022

Change(7.1)%

Revenue €m

279.5

300.9

Organic Revenue growth %(4.3)%

23.4%

Adjusted EBITDA €m

48.5

61.6

(21.3%)

Adjusted EBITDA margin %

17.4%

20.5%

(3.1%)

Percentage of Group
Adjusted EBITDA

31%

Keywords Studios plc

Annual Report and Accounts 2023

32

Divisional review

EngageCONTINUED

Our Engage Division brings together our Marketing
Services and Player Engagement businesses to createa holistic offering focused on attracting, retaining,and supporting fans across the video games andentertainment industries, encompassing around2,500 people across three continents.

Service offerings
Marketing Services
Specialists in creative production(including game trailers),
communications & PR and social
media & influencer marketing,community management as well as
strategy and insights.
Player Engagement
Holistic multilingual player supportdelivered via an end-to-end solutionthat combines our proprietary
tech platform, Helpshift, and ourhuman expertise, in addition tooffering specialist VIP and Trust &Safety Services.

Performance indicators
Service line revenue

€165m
+44%

Organic Revenue growth2%2022: 10%

Average operational staff

2,591
+14%

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
Report2023 Performance
Engage saw a resilient performance during
the year, with the higher revenue growthof 44% to €165m (2022: €114m) driven by
a number of acquisitions as we built out
the capabilities of the Division. Organic
Revenue, which excludes the impact ofacquisitions, grew by 2% despite thebackdrop and the significant impact fromthe US entertainment strike. Excluding theimpact of the strikes, organic growth would
have been around 9%.
Marketing delivered a robust performance,
despite the macroeconomic environment
leading to publishers reducing theirmarketing activity, with lower budgets anddelays to projects. The US entertainment
strikes had a major impact on organic
revenue growth in H2, and despite thecontinued subdued level of activity, we still
delivered strong underlying organic growth,with large projects being delivered forclients during the period.
We continue to enhance collaboration
across our studios, both in the UK andin the US, in order to provide a more
solution-based model for our clients'
needs and enhance the cross-selling ofmultiple services. We were delighted tobring two high-quality US studios into
the service line during the period, with
Digital Media Management (DMM) and 47
Communications greatly enhancing oursocial media, influencer and PR offerings
respectively. We believe that DMM in

Governance

Financial
Statements

33

Supplementary
Information

particular is exceptionally well placed tobenefit from the increasing share of social
media in overall marketing budgets.
Player Engagement is primarily focused on
the mobile market and was impacted by
reduced player numbers and spend acrossthe broader mobile market, although thisstabilised during the second half. This
meant that certain clients reduced thescale of the teams working on their games
to reflect the reduced activity, although
new business wins mitigated the reduced
demand. We saw very good traction,
despite the market, for our Helpshift AI
solution, which we acquired in late 2022,
and fully integrated into our existing offering
to create a unique end-to-end technology
enabled solution for clients. During theyear we launched Language AI, to enhance
our multi-lingual support offering, madegood progress with our trust and safety
offering in tandem with a number oftechnology partners and launched our VIP
concierge service.
Adjusted EBITDA of €16m was slightly
higher than 2022 (€16m), with the Adjusted
EBITDA margin of 9.5% behind the prioryear period (2022: 13.6%). Margins were
impacted as the business has relatively
fixed costs and was scaled for growth,
but experienced lower utilisation rates as
projects were delayed and lower revenues
due to the US strikes. We have implemented
cost control measures in certain studios
and have reduced marketing headcountby approximately 8%, whilst retaining
our capacity to support growth in future
periods, as well as rationalising our footprint
into larger hubs in London and Los Angeles.

Outlook
We continue to scale the Engage Division,by building out the full-service capabilitiesof our marketing offering and by creatinga holistic technology-enabled player
engagement offering through the additionof Helpshift’s automated solutions. Whilst
the current market backdrop remains
tougher, and it will take time for Hollywood
to return to normal output, our Marketingstudios are increasingly well placed withclients, our collaborative solutions are
gaining traction, and we are exploring
the use of AI and technology to support
our client offerings. The technology first
approach to Player Engagement, powered
by Helpshift and a range of partnerships
supporting offerings such as Trust & Safety
and VIP services, is expected to enable
continuing growth.

Percentage ofGroup Revenue

21%
2023

2022

Change44.2%

Revenue €m

164.8

114.3

Organic Revenue growth %

2.3%

9.7%

Adjusted EBITDA €m

15.7

15.6

Adjusted EBITDA margin %

9.5%

13.6%

0.6%

Percentage of Group
Adjusted EBITDA

10%

Keywords Studios plc

Annual Report and Accounts 2023

34

Financial and operating review

Good
performance.
Disciplined
approach.

Revenue
Revenue for 2023 increased by 13% to€780m (2022: €691m). This performance
included the impact of acquisitions in
2022 and 2023 and a ~4% headwind
from the impact of currency movements,
when translating studio results from local
currency into the euro reporting currency.
BertrandRob
Kingston
BodsonReported Organic Revenue growth (which
adjusts for the impact of acquisitions) was
6%. However, adjusting for the significant
impact from the US entertainment strikes
and from foreign exchange movements,organic revenue growth would have been
9%. Continuing strong performancein Create, was offset by more muted
performance in Engage and difficult
trading conditions in Globalize. Further
details of the trading performances ofeach of the Divisions are provided in the
Divisional review.

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

35

Supplementary
Information

Gross profit and margin

Operating Profit

Gross profit in 2023 was €299m (2022: €267m), representing an increase of 12%. The grossmargin of 38.3% was broadly in line with 2022 (38.7%) as the increased weighting of thehigher margin Create Division largely offset lower margins in Globalize and Engage.

Reported Operating profit of €47m in
2023 was 35% lower than 2022 (€72m).
Adjusted operating profit, which adjusts forthe items described in the APMs section
above increased to €122m, 6% ahead of2022 (€115m). Adjusted operating profit
margin of 15.6% was ahead of guidance,
albeit slightly behind 2022 (16.6%) due tocontinuing investment in the business, thelarger office footprint, and the post-Covid
return to normal of travel and businessdevelopment costs.

Operating costs
Adjusted operating costs increased by 17% to €141m (2022: €120m), reflecting the larger
Group, but at 18.0% of revenue were slightly higher than 2022 (17.4%). This was due tocontinuing investment in the business, the larger office footprint, and the post-Covid return
to normal of travel and business development costs.

EBITDAEBITDA of €109m was 10% behind 2022 (€121m). Adjusted EBITDA increased 8% to €158m
compared with €147m in 2022. The Adjusted EBITDA margin in 2023 of 20.3% was slightly
lower than 2022 (21.3%), as expected, reflecting the lower gross margin and higher
operating costs.

Net finance costs
Net finance costs of €12m compared to €4m in 2022. The €8m increase was primarily driven
by interest costs due to the drawdown on the RCF to fund acquisitions, together with a €3m
negative year-on-year foreign exchange impact.

Alternative performance measures (APMs)
The Group reports a number of APMs to present the financial performance of the business
which are not GAAP measures as defined by IFRS. The Directors believe these measuresprovide valuable additional information for the users of the financial information tounderstand the underlying trading performance of the business. In particular, adjusted profit
measures are used to provide the users of the financial statements a clear understanding of
the underlying profitability of the business over time. A breakdown of the adjusting factors isprovided in the table below:

Profit before taxation
Reported Profit before tax of €35m in
2023 was 49% lower than 2022 (€68m).
Adjusted profit before tax, which adjustsfor the items described in the APMs
section above increased to €115m, 2%ahead of 2022 (€112m). This reflects lower
Adjusted operating profit margins andincreased interest payments linked toacquisition activity.

Taxation
The tax charge reduced to €15m from
€21m in 2022, largely reflecting the
reduction in the Profit before tax of thebusiness. After adjusting for the items notedin the APMs section above and the tax
impact arising on these items, the Adjusted
effective tax rate for 2023 was 22.3%, in linewith 2022 (22.0%).

2023
€m

2022
€m

Share-based payments expense

22.0

18.7

Costs of acquisition and integration

27.1

8.4

Earnings per share

Amortisation of intangible assets

26.1

16.8

Basic earnings per share of 25 cents was
lower than 2022 (62 cents), primarilyreflecting the reduction in the statutory
Profit after tax. Adjusted earnings per
share, which adjusts for the items notedin the APMs section above and the tax
impact arising on these items, was 113 cents(2022: 114c), broadly flat year-on-year, withboth Adjusted profit before tax and thebasic weighted average number of shares
increasing in similar proportions.

Foreign exchange and other items

4.5

0.1

Total

79.7

44.0

A total of 1.37m options were granted under incentive plans in 2023. This, together with
grants from previous years, has resulted in a non-cash share-based payments expense of€22m in 2023 (2022: €19m).
Costs associated with the acquisition and integration of businesses amounted to €27m
(2022: €8m). Of this, €10m was related to Globalize restructuring costs associated withonerous leases, office improvements and historic IT spend. The balance was primarily due
to the accounting treatment of deferred consideration related to continuing employment,
which has led to a charge of €9m, and the costs associated with the exit from Russia of€4m. Amortisation of intangible assets increased by €9m to €26m (2022: €17m) due to theincreased acquisition activity in recent years.
Foreign exchange and other items amounted to a net loss of €5m (2022: flat). This includes€3m for the unwinding of discounted liabilities on deferred consideration (2022: €3m) anda net foreign exchange loss of €1m (2022: gain of €2m). Keywords does not hedge foreign
currency exposures in relation to net current assets. Whilst more material movements
in foreign exchange can be impactful on revenues and expenses, the net impact on theGroup's results of movements in exchange rates and the foreign exchange gains and losses
incurred during the year mainly relate to the effect of translating net current assets held in
foreign currencies.
A more detailed explanation of the measures used together with a reconciliation to thecorresponding GAAP measures is provided in the APMs section at the end of the report.

Keywords Studios plc

Annual Report and Accounts 2023

36

Financial and operating review
CONTINUED

Cash flow and net debt
2023
€m

2022
€m

Change€m

Adjusted EBITDA

158.3

146.9

11.4

MMTC and VGTR and similar incentives(11.3)

(3.6)

(7.7)

Working capital and other items

(4.3)

0.6

(4.9)

Capex - property, plant and equipment (PPE)(30.7)(27.0)(3.7)

Capex - intangible assets

(3.1)

(0.5)

(2.6)

Payments of principal on lease liabilities(15.0)(11.4)(3.6)

Operating cash flows

93.9

105.0

(11.1)

(7.1)

(1.5)

(5.6)

Free cash flow before tax

86.8

103.5

(16.7)

Taxation paid

(20.9)(17.5)(3.4)

Free cash flow

65.9

86.0

(20.1)

M&A - acquisition spend(194.7)(113.3)(81.4)

M&A - cost of acquisition and integration cash outlay

(7.8)

(3.1)

(4.7)

Cash proceeds arising from share-based payments

2.6

7.3

(4.7)

–

1.1

(1.1)

Company funded acquisition of shares by EBT(14.8)–(14.8)

Dividends paid

(2.2)

(2.0)

(0.2)

(151.0)(24.0)(127.0)Interest paid net of received

Other income

Underlying increase/(decrease) in net cash/(debt)

1.6

0.2

1.4

(149.4)(23.8)(125.6)

Opening net cash/(debt)

81.8

105.6

Closing net cash/(debt)(67.6)

81.8

FX and other items
Increase in net cash/(debt)

The Group generated Adjusted EBITDA of€158m in 2023, an increase of €11m from€147m in 2022. There was an €8m increase
in respect of the amounts due for MultiMedia Tax Credits (MMTCs) and Video Game
Tax Credits (VGTRs), higher than 2022(€4m), primarily due to timing of receipts
under new incentive regimes in Australia
and Serbia. Other working capital increasedby €5m as we saw an outflow of €4m,
compared to a small inflow in 2022, mainly
due to an increase in accrued income fromwork in progress.
Investment in property, plant andequipment increased by €4m to €31m
(2022: €27m) as we continued to invest
in the footprint of the business, the newsites required to exit Russia, and took
advantage of favourable pricing to purchaselonger-term software licences. In addition,
we incurred €3m of capitalised researchand development costs as we developed
our technology platform. Property lease

Keywords Studios plc

payments of principal of €15m were €4m
higher than the prior period (2022: €11m)
mainly related to acquisitions in the period.
Operating cash flows of €94m were behind2022 (€105m), primarily due to the change
in working capital and the increased capex
during the period.
There was a €3m increase in cash tax
paid to €21m (2022: €18m) as payment
schedules return to a more normal pattern.
Net interest payments, which largely relate
to interest from drawdowns on the RCF,
and arrangement costs for the facility, were
€7m compared to €2m in 2022.
This resulted in Free cash flow of €66m,€20m behind 2022 (€86m). Adjusted
free cash flow, which adjusts for capital
expenditure that is supporting growth infuture periods, was €94m in 2023, behind2022 (€112m), which resulted in an Adjusted
cash conversion rate of 82%, in linewith guidance.

Cash spent on acquisitions totalled €203m,
of which €34m was in respect of the cash
component of prior year acquisitionsand €8m was in relation to acquisition
and integration costs. This was €86m
higher than the spend in 2022 due to theincreased size and scale of acquisitions. The
Group also spent €15m purchasing sharesof behalf of the Employee Benefit Trust,to manage dilution at current share prices
from long-term incentive plans.
This resulted in an increase in net debt of€149m in 2023, leading to closing net debtof €68m (2022: net cash €82m).

Balance sheet and liquidity
The Group funds itself primarily throughcash generation and a syndicated multicurrency Revolving Credit Facility. In July
2023, the Group entered a new RCF of$400m that matures in July 2027, replacing
the previous €150m facility. The new RCF
includes an accordion option to increase

Annual Report and Accounts 2023

Overview

Strategic
Reportthe facility up to $500m and an option toextend the expiry date by a further one-year
period (both subject to lender consent). The
majority of Group borrowings are subject totwo financial covenants, minimum interest
cover of 4x and maximum net leverage of
3x, that are calculated in accordance withthe facility agreement. The Group retained
considerable headroom against both ofthese covenants at year end.
The Group entered the year with a strong
balance sheet and deployed €195m of cashin the period to support its value accretive
M&A programme and made €15m of sharepurchases on behalf of the Employee
Benefit Trust. At the end of 2023, Keywords
had net debt (excluding IFRS 16 leases)of €68m (31 December 2022: net cash of€82m) and undrawn committed facilities
of $260m. The undrawn facilities, together
with strong cash generation, leaves us
well placed to continue to execute on our
M&A programme.

Capital allocation
The Group continues be disciplined as it
allocates capital to drive shareholder value
creation. Its key priorities are to invest in
driving organic growth, delivering value
accretive M&A, whilst maintaining a strong
balance sheet and delivering shareholder
cash returns.

Governance

Financial
Statements

The Board is pleased to recommend a final
dividend of 1.76p per share (2022: 1.60p)
representing an increase of 10% on the2022 final dividend. Together with theinterim dividend of 0.85p this will bring
the total dividend to 2.61p (2022: 2.37p).
This is in line with the Board's progressive
dividend policy which seeks to reflect theGroup's continued growth in earnings andstrong cash generation, balanced with theneed to retain the resources to fund growth
opportunities, particularly M&A, in line with
our strategy.
Payments will be made on 28 June 2024
to shareholders on the register on 24 May
2024 and the shares will go ex-dividend on
23 May 2024. The final dividend payment
will represent a total cost of approximately€1.6m of cash resources. Link Market
Services Trustees Limited (Link) operates
a Dividend Reinvestment Plan (DRIP) for
the Group’s shareholders and instructions
for shareholders on how to apply for the
DRIP will be included in communications
regarding the dividend, and any queries
regarding the DRIP should be directed
to Link.
Following the €15m of purchases for the
Employee Benefit Trust in 2023, the Groupintends to use its Employee Benefit Trustto undertake further market purchases ofCompany shares in H1 2024, amounting
to an aggregate of up to €5m, in order tosatisfy future exercises of LTIPs or stock
options pursuant to relevant share plans,
and may look to increase this amountduring the year.

€780m €158m

37

Supplementary
Information

Guidance for 2024
We continue to trade robustly across theGroup in continuing tough markets andexpect to deliver strong revenue and profit
growth in 2024, driven by improving organic
growth, recent M&A, and the maintenanceof adjusted operating profit margins
above 15% as we continue to manage ourcost base and drive efficiencies acrossthe Group.
Our organic growth expectations areunchanged, progressively improving fromH2 23 levels as we move through the year
and as the industry’s appetite for newcontent returns, as well as allowing time forthe output from Hollywood to increase postthe 2023 strikes.
The adjusted Effective Tax rate for thefull year is expected to be in line with
2023 at around 22%. We continue toanticipate capex to be between 4.5-5%of annual revenues, as we continue toinvest in the business, but we still expect
a full year Adjusted Cash Conversion rateof around 80%. Net finance charges willfluctuate, depending on scale and timingof acquisition activity, but based on thecurrent debt profile, we would expect
the charge to be approximately €10m forthe year.

Rob Kingston
Chief Financial Officer€122m

Revenue

Adjusted EBITDA

Adjusted operating profit(2022: €691m)(2022: €147m)(2022: €115m)

Keywords Studios plc

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Responsible business review

ImagineMore. Positive
Impact.
At Keywords, we pride ourselves on conducting business with responsibility
by maintaining the highest ethical standards and integrity at every turn. We takeour broader corporate duty seriously, mindful of our role in society and impact on
the environment. Our large global team across 26 countries makes us extremely
proud in upholding our core principles, while engaging colleagues, customers
and communities.

Our priorities include:

Highlights

PeopleClientDuring 2023, we made good progresson our priority areas, with highlights
including:Page 39

Page 44

PlanetGovernance— Broadened our Ambassador
Programme with Women in Games

Page 42

Page 45

Community
Page 43

Keywords Studios plc— Increased our proportion of
women in the workforce to 27%— More than doubled charitable
donations matched throughKeywords Cares fund
— Increased number of studios
using renewable tariffs by 50%
and progressed SustainableStudios initiative

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Governance

Financial
Statements

PeopleOur talented, passionate,
and dedicated employees
are our most valuable asset.
As a diverse, multicultural, global organisation, we embrace
uniqueness whilst collaborating across teams to deliver
the best service for each project and client. In 2023,
we focused on employee engagement, diversity, equity,
inclusion and belonging (DEIB), health and safety, andtraining and development.

39

Supplementary
Information

Our key priorities— Employee engagement— Diversity, equity, inclusion
and belonging— Health and safety— Training and development

Link to UN SDGs
Good health andwell-being:
Ensure healthy lives andpromote well-being for
all at all ages
Gender equality:
Achieve gender equality
and empower all womenand girls

An average of 12,340 full-time employees madeup our global team in 2023, balanced across theAmericas, Europe and the Middle East, and AsiaPacific. We grew our average employee base by 11%
during the year, by attracting talent organically andthrough acquisitions, ending 2023 at 13,017. We havecontinued to invest in HR systems and capabilities tosupport this expansion and extended our employee
engagement initiatives to keep teams energised
despite industry challenges. In 2023, we launched
our Leadership Principles to the entire Group to
reinforce our inclusive, entrepreneurial culture as we
continue developing our industry-leading platform.

Growth in average full-time
employees

Employee Net Promoter
Score (eNPS)(2022: 20%)(2022: 30)

11%

Keywords Studios plc

Decent work andeconomic growth:
Promote sustained,
inclusive and sustainableeconomic growth, full andproductive employment
and decent work for all
Reduced inequalities:
Reduce inequality within
and among countries

28

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CONTINUED

Our culture
Our talented, passionate and dedicatedemployees and collaborators drive
our success through their skills andcommitment. Our new Leadership
Principles galvanise our humble,
entrepreneurial culture by facilitating
collaboration. We've already seen studios
working together more on client projects,
tangible proof of our One Keywords
initiative bearing fruit.
We ran a broad campaign throughthe year to promote and embed theLeadership Principles, and saw excellent
engagement across the Group. Bringing
stories of where studios or employees had
embodied a Principle brought the practicalimplementation to life.

Health and safety
We care deeply about our people’s healthand well-being and provide safe work
environments for all. Our leaders holdresponsibility for health and safety inthe workplace, and all employees help
instil a positive safety culture to minimise
accidents. No task is so urgent thatcompromising safety is permissible. We
operate a range of in-office, hybrid, andremote work environments, with a flexible
studio-led approach to provide the bestbalance of ensuring both employees’
and clients’ needs are met. We take aprogressive, proactive approach to mental
health and wellness so our people canthrive. Employees are encouraged toreport threatening situations so we canprotect well-being proactively. Expanding
our employee assistance programme andbuilding a Well-being Champions Networkin the coming year will lay the foundation
for future health initiatives.

On a more specific basis, in 2023 we
conducted our first game breaks, wherea pocket of employees spend time in an
informal manner with the CEO, as part ofhis extensive engagement schedule with
employees and studios across the world.
The game breaks bring both new andexperienced employees together with the
CEO to discuss pertinent topics.
We adapted our annual employee survey
to solely include employees rather than ourfreelance network. This meant that we had
a reduced number of respondents, and a
dip in participation to 61% (2022: 79%).
In our engagement survey we measure staff
satisfaction with areas such as total rewards,
team dynamics, development opportunities
and well-being. In respect of eNPS, ourscore marginally dipped to 28 from 30,
although this is still considered to be at
the top end of “Good”. The lower result
was primarily due to our Globalize division,
which has experienced difficult trading
conditions this year and has been subject toincreased speculation around the impact ofAI on the business, which naturally impacts
on employee perspectives.
Key topics raised in the survey related
to opportunities for professional
growth and development as well as adesire for increased recognition andacknowledgment. To address theseneeds, we are launching educationaland engagement campaigns to provide
employees with the necessary knowledge
and support.

We have also used shorter and more
efficient pulse surveys throughout the year
to make sure the data on eNPS and otherimportant questions is fresh and relevant
and have enhanced our use of our Microsoft
Viva channel to target areas of focus.

Training and development
We provide tailored training anddevelopment programmes across theGroup to nurture our talented people. Most
initiatives are embedded within specificstudios and services to suit each discipline,
and we partner with universities where
relevant to support our leadership and skills
programmes. We have also undertaken
Group-wide training on DEIB as we seek
to make sure that our language andbehaviours build inclusion.
We expanded Art Academies in India
to include game development and rantransitional skills bootcamps globally toopen more industry career paths. Our
testing business’s “Level Up” programme
enables ambitious testers to take on more
responsibility and progress. Partnerships
with institutes and professional bodies
facilitate broader online and in-person
management and skills training.
As part of our drive to ensure that ourteams continue to remain at the forefrontof the latest technological advancements,
we have a number of training projects
underway in different parts of the business.
Within Create, as a research project, we aredeveloping a game solely utilising AI tools tounderstand and then educate our teams on

Employee engagement
A key area of focus for the Group is
to maintain consistent and high levelsof employee engagement. We run a
regular programme of well attended andinteractive global townhalls led by senior
management, and have created a Key
Communicator network, consisting ofaround 200 managers, leaders and otherkey roles across the organisation. Our goal
is to empower our Key Communicators by
sharing knowledge about Group activities
and use them as a conduit to enhance
information flow among our teams.

Keywords Studios plc

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Governance41

Supplementary
Information

where the opportunities and limitationsof technology lie. We are also in theprocess of establishing collaborations
with technology partners to be able toprovide our teams with early access to
new products and to become subject
matter experts, in much the same way as
they currently master existing tools.

Diversity, Equity, Inclusion and Belonging (DEIB)

In 2024, we are launching exciting
Leadership Capability and Inclusive
Leadership programmes to support
managers in exemplifying our Leadership
Principles launched in 2023.

Our 2023 objectives were to build our
infrastructure, expand our activities, andestablish our three-year strategy, and we
saw good progress across each of ourcore areas of focus including communities,
learning and development, and data.
During the year, we developed a DEIB data
dashboard to allow real time tracking ofindicators, which has allowed management
and our teams to identify gaps and areas
for improvement.

Great Place to Work
We continue to work hard to makeKeywords a great place to work, with
our initiatives increasingly recognised.
As an example of this, we are delighted
that our d3t, Coconut Lizard, Electric
Square, Indigo Pearl and Lively studios
were included in GamesIndustry.biz’s
2023 Best Places to Work Awards in the
UK. Our hub in Poland was named as a“Friendly Workplace” by Manpower andour studio in Mexico has been awarded
the Socially Responsible Company (SRC)
badge. Keywords Studios Manila hasrecently been recertified as a Great
Place to Work in the Philippines. We havealso been recognised as a great partner,
winning QA/Localisation Partner of theYear at the MCV Awards, Fire Without
Smoke and The Trailer Farm won threeout of five categories at the World Trailerof the Year awards between them, andSoundLab followed up last year’s Emmyaward by winning an Oscar for Sound
Design for their work on Pinocchio.

27%% women in the organisation(2022: 26%)

34%

% women in leadership roles(Exco + Direct Reports - 2022: 33%)

25%

% women on the Board

During 2023 we continued our DEIB journey
as we work towards diversity and inclusion
by design. We aim to create a Keywords
where colleagues can feel proud to belong,and DEIB principles are embedded in our
everyday business.

We place significant emphasis on
increasing gender diversity and,
importantly, Keywords has continued
its improving trend in the proportion of
women across the Group from 25% in 2021,
to 26% in 2022, and 27% in 2023. Currently,
1% of colleagues are non-binary and 72%
are men. Across our Group, Create has
the lowest proportion of women, andMedia and Entertainment the highest. At
the more senior level, we were pleased
to see a small increase in the percentageof women in senior management, risingfrom 33% to 34%. At the Board level, thepercentage of women fell from 29% to 25%
due to the appointment of Rob Kingston
to the Board as CFO. Please see theNominations Committee report on page 70
for further details.
As part of our efforts to improve ourdiversity, we expanded our gender equity
focused events to strong positive feedback,delivered a successful Keywords Women’s
Summit, and continue to build our Womenat Keywords Affinity group. A key projectin this area is our partnership with Womenin Games (WiG), where Keywords sponsors
the Individual Ambassador programme.
WiG events have had 13,000 registrations
since 2020, and in 2023 we hosted booths
at three WiG Careers Development andNetworking Expos. These events and ourAmbassador experiences are illustrative of
the impact that the programme is having
for women in the industry and in Keywords,
with the global community of Ambassadors
expanding by 31% to over 1,700 across 77
countries through 2023.

In addition to our Keywords WiG
Ambassadors group growing each quarter,
we have continued to strengthen our
Keywords DEIB communities in 2023.
Our Women at Keywords Affinity grouphas become global and the Keywords
Collaborators team in Europe has seen a
successful year, with representatives fromeach studio in Europe exchanging goodpractices and cross-studio support on
DEIB, Corporate Social Responsibility, andCommunications projects.
It is well understood that the gaming
industry attracts a larger proportionof neurodivergent people than otherindustries and so supporting neurodiversity
inclusion is an important focus area for us.
In 2023 we hosted several neurodiversity
learning events and we have built a thriving
neurodiversity affinity group – Brain Space- which is providing the opportunity forconnection, support and exchange.
We are still building awareness andunderstanding of DEIB across the Group,
so that colleagues are equipped topractice inclusivity. In 2023 we expanded
our DEIB learning programme, withcourses on inclusive communication,
psychological safety and accessibility.
Trainings and inclusion calendar learning
events have received strong positive
feedback and for the first time in 2023 wehave included dedicated DEIB sessions
and inclusive leadership workshops
within our management developmenttraining programmes, such as Compass
in the Americas and the Game Changers
Academy in Poland.
We have now formalised our three-year
DEIB strategy, outlining our vision for amore inclusive Keywords and our plan toachieve this. Our strategic priorities for2024 are based on input from communities
and teams across the business, and what
is required to progress our DEIB work.
These include increasing visibility to drive
engagement on, and participation in, DEIB
activities and practices at all levels. We
will also continue to educate, to achieve
a common level of awareness and sharedunderstanding of the value of diversity andthe purpose of inclusion across Keywords,
and lastly, we will augment guidance andsupport in DEIB for studios and service lines
across the Group.

Link to UN SDGs
Gender equality:
Achieve gender equality and empower all women and girls(2022: 29%)

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PlanetWhilst we are not a large emitter ofgreenhouse gases (GHG), we recognise
our responsibility to minimise our
impact on the planet as well as torespond to our stakeholder needs.

Our key priorities— Minimising environmental
footprint— Sustainable Studios programme— Sourcing of renewable energy

Link to UN SDGs
Climate Action:
Take urgent action tocombat climate change
and its impacts

In our efforts to minimise our impact on the planet, we are continuing
to progress towards achieving our emission reduction targets.

Sustainable Studios
In line with our established short-termplans, we continued to focus on the useof renewable energy and lowering energy
consumption across the Group for emission
reductions. This work is guided throughour Sustainable Studios programme, which
supports our studios in their efforts tominimise greenhouse gas emissions andreduce environmental impact.
This has seen the overall number of studiosthat are on renewable energy tariffs globallygrow by 50% to 24, from 16 in the previous
year, and has brought a significant increasein avoided carbon emissions.
Despite the increased number of studios onrenewable tariffs, during the year, we saw
a 21% increase in our Scope 1 & 2 emissions(market-based), due to both the growthof the business and number of locations,and changes in working patterns in certain
locations as more employees worked fromoffices in locations with high emission
factors, such as Poland. Our total energy
consumption grew by 11%, lower than both
our revenue and our headcount growthin the equivalent period, demonstrating
the efficiencies we are beginning to see in
the Group.
Whilst we are disappointed that our revenue
intensity ratio has marginally increased
during the year, we remain well set toachieve our longer-term target of reducing
by 50% our direct carbon emission intensity
ratio ahead of 2030 (tonnes of CO2e perrevenue €m).
More detailed information regarding our
GHG emissions can be found on pages
50 to 51.

Keywords Studios plc

We recognise that much more will beneeded in the longer term to achieve net
zero emissions ahead of 2050, and wecontinue to enhance our systems andprocesses to allow better control of ouroverall carbon footprint.

Measuring and reporting
Another key area of focus has been ourability to measure and effectively impact
our indirect, value chain emissions (Scope3). To this end, we continue the reportingof our Purchased Goods and Services
emission calculations, having refined themethodology further, and have worked
on trialling estimations for Business Traveland Employee Commuting/Work from
Home covering the past two years. These
categories will be added to the public
disclosures once system-driven datacollection is in place and will cater forsufficiently granular detailed information.

In 2023, the Group fully offset its 2022
Scope 1 & 2 emissions across two projects.
The Luangwa Community Forests project inZambia conserves over one million hectaresof forest in the Luangwa River’s undammed
catchment area, providing a nearcontinuous wildlife corridor between fivenational parks and working in unison with
Community Resources Boards and Village
Action Groups. We have also acquired andretired offsets relating to the Katingan
Restoration and Conservation Project,
Indonesia which protects and restores
149,800 hectares of high conservation value
ecosystems that would have otherwise
been converted to fast-growing industrial
timber plantations.

During the year, we have implemented andare currently in the process of deploying a
new carbon accounting system, integrated
in our global finance system. Starting fromthe 2024 reporting period, all data will becollected, analysed and reported throughthe new system module, greatly enhancing
the quality and quantity of information at
our disposal.
This enhanced granularity of data is
an important element of the business'
ambition to apply for Science Based
Targets accreditation by the end of 2025.
For the second year now we have chosen
to disclose our environmental impact via
CDP and continued to obtain a score which
is on par with the peer and sector average.

Number of studios poweredby renewable energy

24(2022: 16)

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Financial
Statements

Community
At Keywords Studios, we encourage
support of causes that aremeaningful to our employees andbusiness partners.
We support them to do this by donating time,
services and financial resources.

Together with our 70+ studios across 26
countries, in 2023, we set out the objective
to align our core community efforts withthree overarching causes on a corporate
level, as sought by employees: Environment,
Health, and Advocacy.
To ensure such social initiatives are
impactful, Keywords offers a financial
assistance scheme through the Keywords
Cares donation matching programme
where Keywords employees can choosea registered charity that is personally
meaningful to them. In 2023, through the
combined efforts of individual and teamcharitable efforts, and matches throughKeywords Cares, we donated €88,600 toregistered charities around the world, amaterial increase on the previous year.
Our key environmental initiative was a
global initiative linked to our historic roots.
It has been 25 years since the business wasfounded, and to celebrate this anniversary,
Keywords partnered with One Tree Planted
to plant 25,000 trees in 2023. These
trees were planted across seven chosen
locations near to where Keywords hasstudios in Ireland, Canada, Brazil, India,
the Philippines, Romania, and Australia.
The planted trees will contribute toward
forest fire recovery, resistance against
climate change, and supply food andsocioeconomic sustenance.
In terms of health, the Group supported
a range of initiatives, including focused
efforts on a global campaign in supportof Movember. Teams from eight different
countries, as well as individual participants,
spent a month fundraising, growing
moustaches, and taking part in fitness
challenges to benefit men's mental

Keywords Studios plc

43

Supplementary
Information

Our key priorities— Encouraging and enabling
support for good causes— Aligning initiatives acrosscore areas— Broadening involvement
across the Group

Link to UN SDGs
Good health andwell-being:
Ensure healthy lives andpromote well-being for all
at all ages
Gender equality:
Achieve gender equality
and empower all womenand girls

and physical health programmes. Many
employees walked 60 kilometres in tributeto the 60 men lost every hour to suicide topromote awareness of this important topic.
In total, Keywords Movember participants
walked and ran 2,670 kilometres worldwide
and participants more than doubled our2022 fundraising efforts with over €18,000
donated to the cause.

Reduced inequalities:
Reduce inequality within
and among countries

Our advocacy initiatives were broadranging during the year, with the majorityof efforts focused on inclusion, accessibility
and supporting underrepresented
communities. In collaboration with
the International Game Developers
Association Foundation, studios
participated in its Virtual Exchange, adevelopment programme for grantees fromunderrepresented communities worldwide.
Thirty-three Keywords Mentors across 20
studios and 10 different countries offered
six weeks of mentorship in the 2023 Virtual
Exchange. Subject Matter Experts from
Director level to junior leadership werepaired with grantees for the programme,
to uplift, educate and empower the next
generation of video game leaders.

Contributed to charity€88,600
2023€88,600

2022
2021
2020
2019

€45,600€26,500€46,000€29,000

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CONTINUED

ClientOur key priorities— Pursuing strategic partnerships— Innovative client solutions

Our clients and their projects
are at the heart of everything
we do at Keywords.

— Information and cybersecurity

Link to UN SDGs
Decent work andeconomic growth:
Promote sustained,
inclusive and sustainableeconomic growth, full andproductive employment
and decent work for all

We are focused on continually deepening our engagement
and enhancing the experience of our clients. We always seek
to better understand their needs so that we can fully meet
expectations for each and every project.

We have a broad client list of over 1,000
companies and due to the strength andbreadth of our offering we are a trusted
partner to almost all of the top global
games publishers and developers. These
companies rightfully demand the highest
levels of service and confidentiality from us
and we are set up to deliver that.
During 2023, we continued to enhance ourclient solutions teams across our divisions,introducing new roles to enable our clientsto navigate and access the Keywords
offerings as seamlessly as possible. We
have introduced a range of new services,
including Accessibility testing and Trust and
Safety, and are creating a post-production
technology platform covering testing,
localization and customer engagementthat we believe with provide a competitive
advantage and real value for clients.
During the year, we saw an increase inconcentration of revenues from our top
customers due to recent M&A activity in the
sector, with our Top 5 clients accounting
for 30.8% (2022: 30.1%) of the Group's
revenues. Importantly, revenues from ourTop 25 clients increased at a faster rate
than the rest of the Group, demonstrating
early signs of the benefits of our strategic
partnering approach.
During the year, we continued to look tomove our relationships with customers
from a tactical to a strategic one, and areincreasingly getting better access to the
CXO suites at our clients. Whilst no longer
the key measure of success, we have 150
customers using three or more services,in line with 2022.

Keywords Studios plc

Industry, innovationand infrastructure:
Build resilient
infrastructure, promote
inclusive and sustainableindustrialisation andfoster innovation

Our Top 25 clients take an average of six ofour services and over 75% take five or more
and we are focused on both broadening
our penetration and increasing our share ofwallet in the services we provide.
We also undertook our third voice ofcustomer survey. This survey delivered a
reduced overall customer NPS of 29, which
is at the upper end of good. We believe
the reduction is due to the pressures being
experienced within the industry, and more
specifically within the Globalize segment of
the market, where the largest proportionof clients participate. Pleasingly, clients
continued to highlight that quality was theleading reason for choosing Keywords.

Information security
Keywords' Information Security and Privacy
department has effectively managed twice
the number of security events comparedto the previous year. This improvement isa direct result of our focused investments
in information security infrastructure.
Continual improvements have been madeto our security controls, aiming to alignwith, and in many instances surpass, client
expectations in terms of data security
and privacy.
Central to our information security strategy
is the protection of our clients' Intellectual
Property and Personal Information. Our
Privacy & Security programme is rigorously
tailored to uphold these priorities. Aligningwith this commitment to data protection,
we have significantly invested in our
privacy programme. This initiative is aimed
at ensuring the long-term safeguardingof Personal Information for both clientsand employees.

Alongside our commitment to security, we
have sustained our efforts in maintaining
and pursuing certifications such as ISO
27001, Trusted Partner Network (TPN),
Supplier Security and Privacy Assurance(SSPA), Payment Card Industry Data
Security Standard (PCI-DSS), System andOrganization Controls 2 (SOC-2), and Netflix
Post Partner Program (NP3).
The progress and updates in our
information security practices are regularlypresented to the Audit Committee,
ensuring continuous oversight and strategic
guidance. Our approach to information
security and privacy is not only aboutsafeguarding our studios but also aboutmaintaining a resilient and trustworthy
framework for our clients and stakeholders.

29

Net Promoter Score (NPS)(2022: 37)

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Our key priorities— Corporate governanceand compliance

Setting the highest standards ofpositive behaviour, honesty andintegrity underpins everything we do.

— Modern slavery— Tax compliance— Human rights

Link to UN SDGs

Our Code of Business Conduct (the Code) provides the
backbone for the way we conduct business, underpinned by
our Leadership Principles and aligned with the expectationsof our key stakeholders.

Business ethics

Human rights

The Code was refreshed in 2023 following
the rollout of our Leadership Principles andsets the highest standards of behaviour
when interacting with internal andexternal stakeholders.

At Keywords, we do not tolerate any
form of modern slavery or humantrafficking in any part of our business.
Our annual Modern Slavery Statement
is published on the Group's website. We
operate to international standards andprinciples, including the International
Bill of Human Rights, the UN’s Guiding
Principles on Business and Human Rights,
the International Labour Organization’s
Declaration on Fundamental Principles andRights at Work and the Children’s Rights
and Business Principles.

Corporate governanceWe recognise the value of good corporate
governance in every part of the business
and, whilst we have adopted the Quoted
Companies Alliance Corporate Governance
Code (QCA Code), which is appropriate forthe size and maturity of our business, wemeet the provisions of the UK Corporate
Governance Code where possible andappropriate. Following an update to the
QCA Code during the year, the Board
reviewed its compliance and is satisfied thatit continues to comply in full with all theprovisions of the QCA Code. A summary of
the ways in which the Company complies
with the QCA Code is provided on page 67.
The Board takes seriously its responsibility
to engage with key stakeholder groups
and take account of their interests when
making key decisions. Further detail of our
key stakeholder groups and the Board’s
engagement with them is provided on
pages 52 and 53.

Whistleblowing
The Group is committed to the highest levels
of integrity and accountability and fosters
an environment where employees feel
confident and supported by the Group in
speaking up and shining a light on unethicalbehaviour. Our whistleblowing portal
allows colleagues and third parties to raise
concerns about possible financial or otherirregularities, anonymously should they wish
to. Further details are provided on page 74.

Keywords Studios plc

The Group continues to make all reasonableendeavours to ensure all employees andsuppliers are not subject to any form offorced, compulsory/bonded labour orhuman trafficking through our Supplier
Code of Conduct, which is also available toview on the Group’s website.

Data privacy
Keywords is committed to processing
data in accordance with its responsibilities
under applicable data protection legislation,and has created the Keywords Privacy
Framework, based on the General Data
Protection Regulation (GDPR). This
framework is constantly updated to take
into account other applicable privacy
regulations. We regard the lawful andcorrect processing of personal informationby the Group as very important to our
successful operations and for maintaining
confidence between our clientsand ourselves.

Decent work andeconomic growth:
Promote sustained,
inclusive and sustainableeconomic growth, full andproductive employment
and decent work for all
Industry, innovationand infrastructure:
Build resilient
infrastructure, promote
inclusive and sustainableindustrialisation andfoster innovation

M&A
We are an acquisitive business andapply strict financial and non-financial
criteria to investment decisions, and theBoard receives a detailed acquisition
report to support balanced and wellinformed decision-making. As part of athorough pre-acquisition due diligenceprocess, we conduct a review of thediversity, equity, inclusion and belonging,environmental and culture characteristics
and initiatives of acquisition targets. We
operate a comprehensive integration
process post-acquisition, formalised byan agreed integration plan tailored to
the relevant business designed to ensure
seamless integration.

Tax governance
The Group takes a balanced approachto the management of its tax affairs andhas a tax policy which is approved by the
Board. Our overall strategy is to meet our
tax obligations and ensure that longterm shareholder returns are responsibly
optimised by structuring our business andtransactions in a tax efficient manner, whilst
taking into account reputational factors. Tax
risks are regularly reviewed by the Boardand the Audit Committee.

Annual Report and Accounts 2023

46

Task Force on Climate-related Financial Disclosures report (TCFD)

This report sets out Keywords’ climaterelated financial disclosures, current
approach and future commitments.
The Group confirms its compliancewith the requirement of The Companies(Strategic Report) (Climate-related
Financial Disclosures) Regulations 2022
and the Task Force on Climate-related
Financial Disclosures (TCFD).
We have carried out a considerable
work programme during 2023 to better
understand the climate-related risks andopportunities that could impact our business,
as well as the resilience of our strategy
under different climate scenarios. This has
been overseen by the ESG Management

Committee with regular updates provided
to the Board's ESG Committee. At the sametime, we have worked towards further
integrating climate change into our overallrisk management processes.
Following this work, as disclosed in moredetail in the following sections, we haveprovided disclosures consistent with all 11 of
TCFD’s recommended disclosures. We willcontinue to improve our disclosures overtime and recognise that we have further
work to do to meet best practice. In 2024
we intend to broaden the proportion of theGroup covered by scenario analysis andextend our Scope 3 disclosures to othercategories. In future years, we intend tocreate a detailed net zero transition plan
to support our ambitions, and intend to
submit this plan to the Science Based
Target initiative.

Governance
Keywords has continued to evolveand formalise its approach to its ESG
governance and oversight, including climatechange. The Board oversees our Groupwide ESG strategy, with support fromthe ESG Committee, formed in 2021 andchaired by Georges Fornay. Further detailsof the ESG Committee can be found on
pages 90 to 91.

TCFD recommended disclosures

Cross reference

Governance
Disclose the organisation’s governance around climate-related issues and opportunities.
(a) Describe the Board’s oversight of climate-related risks and opportunities.

Pages 46-47(b) Describe management’s role in assessing and managing climate-related risks and opportunities.

Page 47

Strategy
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s business, strategy and financial
planning where such information is material.
(a)	Describe the climate-related risks and opportunities the organisation has identified over the short, medium andlong term.

Pages 47-48(b)	Describe the impact of climate-related risks and opportunities on the organisation’s business strategy andfinancial planning.

Pages 47-48(c)	Describe the resilience of the organisation’s strategy, taking into consideration different climate-related
scenarios, including a two degrees or lower scenario.

Pages 47-48

Risk management
Disclose how the organisation identifies, assesses and manages climate-related risks.
(a) Describe the organisation’s processes for identifying and assessing climate-related risks.

Pages 48-49(b) Describe the organisation’s process for managing climate-related risks.

Pages 48-49(c)	Describe how processes for identifying and managing climate-related risks are integrated into the organisation’s Page 49
overall risk management.

Metrics and Targets
Disclose the metrics used to assess and manage relevant climate-related risks and opportunities where such information is material.
(a)	Disclose the metrics used to assess and manage relevant climate-related risks and opportunities in line with its
strategy and risk management process.

Pages 49-51(b) Disclose Scope 1, Scope 2 and if appropriate Scope 3 greenhouse gas (GHG) emissions, and the related risks.

Page 50(c)	Describe the targets used by the organisation to manage climate-related risks and opportunities andperformance against targets.

Page 51

Keywords Studios plc

Annual Report and Accounts 2023

Strategic
ReportOverview

GovernanceDuring the year, the Committee received
regular updates on progress across a rangeof ESG KPIs, including climate, and a deep
dive on environmental progress. In addition
to this, the Audit Committee is responsible
for reviewing and monitoring the Group’s
overall risk profile and management of risk,
including climate-related risks, and theeffectiveness of internal controls.

Financial
Statements

The Group formed an ESG Management
Committee in 2021, led by the Chief
Operating Officer, which meets regularly
to drive progress across our ESG initiatives.
The Committee is composed of the relevant
functional leads for each of the pillars of the
ESG strategy, including finance, who provide
regular progress reports and delivery
against internal ESG targets and initiatives.
The outcomes from the ESG Management
Committee meetings are fed back to theBoard's ESG Committee.

The Audit Committee receives regular
updates on the risk register, with a deep
dive conducted annually. In the past year,
environmental risk, which was previously
monitored as an emerging risk, waseffectively embedded across our principal
risks, reflecting the potentially broad impact
of climate change on human, operational,
regulatory and reputational matters.
Mitigating actions were set to address thoserisks and will be monitored by the Audit
Committee going forward.

47

Supplementary
Information

Across Keywords, responsibility forthe oversight of climate-related risk
management and the implementation of
the Group’s Environmental Policy is shared
between the finance and shared service
functions. The Risk and Compliance
Committee (RCC), which reports into
the Audit Committee, is responsible forapproving the Environmental Policy withlocal studios empowered to manage
their climate-related risks relevant totheir location. The RCC is supported in
its work by the Internal Audit function,
which assesses Group significant risk,
the effectiveness of risk management andinternal controls, and reports on principal
and emerging risks to the Audit Committee.
The Internal Audit function has a direct
reporting line to the Audit Committee Chair.
For further details of our approach to risk
management, refer to pages 54 to 60.
Our key climate-related organisational
governance structures and their roles are
summarised below:

The Board
Oversees Group-wide business and ESG strategy

Board Committees
The ESG Committee assists the Board with oversight and tracking of the Group's ESG plans and strategy, including climate.
The Audit Committee is responsible for reviewing and monitoring the overall Group risk profile.

ESG Management
Committee

Risk and Compliance
Committee

Led by the COO, the Committee
reviews and guides the Group's
progress against ESG strategy and
KPIs, including emissions tracking andreduction plans.

Responsible for reviewing andapproving Group-wide policies,
including the Environmental Policy,
and assessing risks.

Internal Audit
Reporting to the CFO and Audit Chairand supporting the Audit Committee
on principal and emerging risks.
Assesses the effectiveness of risk
management and internal controls.

Operations
Finance and Shared Services oversee the implementation of initiatives across the Group's operations to minimise emissions,and manage reporting against client GHG obligations.

Strategy
Our strategy is to grow organically as well
as by expanding our footprint and services
through acquisition in order to do more withour clients. As a service provider, we have arelatively small carbon footprint comparedto other “harder to abate” sectors but
Keywords is playing its part in minimising
its impact on the environment, and wehave made good progress on reducing ouremissions intensity over the past few years.
The Board, supported by the CEO, COO
and CFO, and other senior leaders, ensures

Keywords Studios plc

that sustainability is an important part ofour strategy and through the Board’s ESG
Committee has received regular updates
on our sustainability initiatives and our
TCFD reporting.
Climate-related risks considered to besignificant are reviewed by the Board’s
Audit Committee, with regular updates
provided to the full Board. All material risks
are considered as part of our businessstrategy development and financial
planning. Currently, we do not believethat climate-related issues have had an

impact on our financial performance or
position, nor do we expect them to in theforeseeable future.
As part of our ongoing process to expand
our understanding of potential climaterelated risks and their impacts, this year,
Keywords conducted its first climate-related
scenario assessment to both identify risks
that could impact the Group’s operations
and future strategy, as well as to understandhow each of these could develop under
different climate projections.

Annual Report and Accounts 2023

48

Task Force on Climate-related Financial Disclosures report (TCFD)CONTINUED

To conduct this review, we engaged an external specialist to develop climate-risk profiles for a number of our key operating locations. These
locations were selected based on their significant current and expected future contribution to Group revenue and their geography, in addition
to representing a number of different Divisions. We further intend to utilise the results of this assessment as a set of indicators for other similar
locations. The assessment focused on reviewing potential physical and transitional risks occurring under the current global warming trajectory,
and identifying which of these were likely to impact Keywords’ operations. Risks were identified using a number of projections, including: theInternational Energy Agency’s (IEAs) Stated Policies Scenario (STEPs); the Fifth Assessment Report of the Intergovernmental Panel on Climate
Change (IPCC); and the SSP projections from the World Bank, in addition to a variety of local climate models. These projections were chosen as
they are recognised as global benchmarks. These risks were then further considered under both a lower-carbon scenario in line with the Net
Zero Emissions by 2050 (NZE) target, and a higher-carbon scenario assuming a business-as-usual future.

Transition
Opportunity

Physical Risks

Transitional Risks

Summary of our key climate-related risks and opportunities
Risk description

Risk type

Lack ofcompliance withincreasing regulatory
standards andclient requirements

Potential impact

Mitigating actions

Policy & Legal/
Reputational

Increased costs due to additional
reporting requirements, ormandatory reductions in carbon
emissions. Failure to comply withthis risk, which is relatively low,
could result in possible regulatory
fines, loss of business anddamage to our reputation.

Good governance structures inplace to manage sustainability,
including the effects of climatechange on our business. We
continually monitor the regulatory
and legal environment and takeexternal advice as required.
Regular dialogue with key clientsaround their climate requirements.

Concerned or negative
perceptions fromstakeholders that wehave not responded
appropriately to
climate change

Reputational

Increased turnover of staff andchallenges in attracting new talentor new business from clients
could lead to increased operating
costs and lower revenues.

Group has launched its SustainableStudios plan to reduce emissions,increased GHG reporting andoffsets Scope 1 & 2 emissions.
Intend to set Science Based
Targets in coming years.

Cost of securing
reliable energy supply
to studios and/or
carbon pricing/taxes

Market/Policy &Legal

Risk of energy shortages or rising
prices in different jurisdictions,with potential for carbon taxes
to be implemented or increased
which will lead to higher
operating costs.

Energy costs are a small
proportion of overall costs, but
the Group is moving to energyefficient premises and its reducing
footprint where possible.

Sudden businessinterruptions fromenvironmental disasters

Acute/chronic

Inability to operate from certain
business premises, or employees
unable to perform their roles due
to climatic conditions.

Business is set up to operate
remotely and given the scale canre-allocate work across the Group
if required.

Keeping up withsocial change

MarketCompanies with a leading
response to climate change could
attract new customers, investors
and employees.

We are raising the profile of ourSustainable Studios programmeinternally, and are increasingly
proactive with clients about oursustainability initiatives. We arealso aiming to improve our ESG
rating agency profile, as well as
our CDP score.

Short term (0-2 years)

Time period

Medium term (3-7 years)

Long term (8-25 years)

Physical risk analysis
The assessment reviewed a number of physical risks, including heat stress, flooding and wildfires. The risk profiles varied significantly for eachof the three regions assessed. However, in all three locations, it was noted that the majority of the physical risks would likely have a greater
impact on our employees and communities than on our own facilities and operations.

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportThe key risk identified for employees
stemmed from greater heat stress acrossall three regions, presenting a growing
threat to health. In addition, higher
temperatures are likely to drive more
frequent temperature inversions that can
trap pollutants such as ozone and fineparticulate pollution close to the ground,
where they can reach dangerous levels. This
is of particular concern given the majority of
our largest studio locations are within dense
urban areas.
Whilst less at direct risk from heat stress,
several studio locations were identified
as being at risk from flooding, particularly
as tidelines rise in the longer term. This
presents the danger of loss of access to ourfacilities, as well as damage to the hardware
and servers within them. This could disrupt
our ability to continue operations even on
a remote-working basis if employees lostserver-based files and systems.
The finalised risk profiles were thenpresented to a cross-function working
group, consisting of representatives fromfinance, shared services and operations.
This group further assessed the potential
impacts identified, their materiality to
the wider organisation, and the potential
response to be undertaken should theserisks eventuate. It was determined that noneof the physical impacts identified present amaterial risk, based on the Group’s existingmateriality threshold, under any of the
scenarios assessed.
This determination was primarily basedon our ability to rapidly switch operations
both to remote working and between
studios, should a region be impacted.
Relocating operations is already factored
into our business continuity plans, which
are reviewed regularly, and would be
implemented in the event of an adverse
climate-related event. Whilst there is thepotential for some loss of on-site hardware,
this would incur little disruption to day-today operations. To ensure any disruption isminimised, we are also reviewing the use ofcloud-based servers to reduce the potential
impact stemming from damage to any
physical studio location.

Transitional risk analysis
The transitional risk review placed particularfocus on energy markets due to the integralrole that access to renewables will playin our transition to net zero. Additionaltransitional risks relating to regulatory andsupply chain impacts were also considered.
None of these potential risks wereconsidered to be material following review
by the cross-function working group.

Keywords Studios plc

Governance

Financial
Statements

The area presenting the greatest risk to theGroup continues to be client requirements,
as has been identified in previous years. The
increasing market concentration within thevideo games industry means that failure
to meet specific client requirements could
lead to significant impacts on our revenue
if contracts were to be suspended. We arecontinuing to cooperate with our clientsin support of their climate ambitions toensure this risk is minimised and as part ofthis response, we are developing our own
transition strategy. This will be a Group-wideplan to coordinate our existing SustainableStudios initiative with set milestones to ournet zero target. Demonstrating our climate
progress may also present an opportunity
with larger clients, as competitors may
not be able to demonstrate similaradvancement, and this could support
us being embedded as a key supplier.
Client requirements were not projected tochange dramatically under the different
climate scenarios.
Keywords recognises the limitations of any
scenario assessment and will continue toreview its findings as part of our ongoingrisk management process. Potential risks
will be analysed regularly to assess that ourmateriality position remains correct. For
those risks not identified as material, we will
still endeavour to develop and implement
mitigations to minimise their impacts
both on our own operations and on our
employees. We will also be looking to rollout this process across the wider Group in
the coming years as part of our continualrisk identification procedures.

Risk management
As the risks from climate change emerge
and develop, they are subject to the Group’s
standard risk management frameworkand shall continue to be monitored
closely. Following on from our scenario
assessment, we will continue to identify
and analyse emerging climate-relatedrisks and opportunities in conjunction with
our risk management functions, such as
Internal Audit and the Risk and Compliance
Committee. Identified risks and theirpotential impacts are assessed for theirmateriality in line with our standard risk
management framework. Material risks
are prioritised based on their likelihoodof occurrence and the severity of theirpotential impacts. Please refer to the
Principal Risks and Uncertainties section
on pages 54 to 60 for more information.
We will also continue to engage withexternal specialists to support our internalfunctions through scenario assessments
and the development of risk responses.

49

Supplementary
Information

This includes the building of our net zerotransition strategy, and our alignment
with emerging reporting standards
and regulations.
All material risks are subject to our standard
risk management processes, which has
evolved to a three lines of defence model,
and our Internal Audit Policy. These
outline our risk prevention and mitigation
procedures and guidelines. Mitigations forclimate-related risks are often developed
at the local level, with support fromGroup functions, in recognition of theunique challenges that each region will
face. Oversight of the climate-related risk
management process remains with therisk functions, including the Management
Risk and Compliance Committee and theBoard’s Audit Committee.

Metrics and targets
In line with the Streamlined Energy andCarbon Reporting (SECR) disclosure,
Keywords undertook its fourth formal
review of the Group’s global energy usage,
resulting in the identification, assessmentand measurement of our energy and
GHG emissions.
In keeping with previous years, we haveused the GHG Protocol Corporate
Accounting and Reporting standard (revised
edition) and emission factors from the UK
Government’s GHG Conversion Factors for
Company Reporting 2023 and International
Energy Agency (IEA) conversion factors
for non-UK electricity to calculate ourdisclosures. As well as absolute emissions
figures, the information is presented as anintensity ratio against Scope 1 and Scope 2
emissions once market-based deductions
have been accounted for, against both
employee numbers and our revenue in €m.
These figures were calculated from data
available from regional offices across theGroup. Where direct consumption data was
not available, data has been extrapolated
in line with GHG Protocol allowances. In
order to ensure the robustness of our dataand streamline our reporting procedures,in 2023 we began the implementation of a
tailored sustainability reporting platform.
We continue to report on Scope 3 –Category 3: Well-to-Tank emissions(WTT) related to the combustion of fuels
and operation of facilities related to our
Scope 1 and Transmission & Distribution
emissions (T&D) in relation to the purchaseof electricity related to Scope 2. In addition,
we have continued to collect data aroundour Scope 3 – Category 1: Purchased goods
and services, and this year have included
Category 2: Capital goods.

Annual Report and Accounts 2023

50

Task Force on Climate-related Financial Disclosures report (TCFD)CONTINUED

GHG emissions data
2023*

2022*
GlobalUK andoffshore

6

218

Scope 2 – Emissions from purchase of electricity,heat, steam, and cooling purchased for own use

294

Total Scope 1 and Scope 2 emissions(Location-based)

2021*
GlobalUK andoffshore

8

277

5,181

239

300

5,399

Scope 2 Market-based emissions reduction(201)

Total Scope 1 and Scope 2 emissions(Market-based)

2020*
GlobalUK andoffshore

Global

4

201

0

244

4,021

188

3,401

171

3,729

247

4,298

192

3,602

171

3,973

(513)

(76)

(272)

(11)

(70)

–

(23)

99

4,886

171

4,026

181

3,532

171

3,950

Scope 3 – Category 3: Well-to-Tank (WTT) related
to Scope 1 and Transmission & Distribution (T&D)
related to Scope 2

26

471

23

379

17

290

15

317

Scope 3 – Category 3 Market-based emissions
reductions

(17)

(34)

(7)

(18)

(1)

(5)

(0)

(2)

Tonnes of CO2e

Scope 1 – Combustion of fuels and operationof facilities

UK andoffshore

Total – Scope 3: Category 3 (Market-based)

9

437

16

361

16

285

15

315

Total – Scope 1, 2 and Scope 3: Category 3(Market-based)

108

5,323

187

4,387

197

3,817

186

4,265

*Reporting year end is 30 September. Data in italics has been restated from previous years' reporting due to more accurate information being available and changes
in the updated IEA factors.
Scope 1 – Includes emissions from the combustion of fuels and the operation of our facilities.
Scope 2 – Our Scope 2 emissions are derived from the purchase of electricity. This has been split between Location- and Market-based to account for those
operations switching to green and renewable tariffs.
Scope 3 – Our Scope 3 reporting includes emissions in relation to our operations, Transmission & Distribution, and Well-to-Tank. Changes to previous years' reportingare as a result of changes in the updated IEA factors.

In 2023, our global Scope 1 and 2 emissions (Location-based) were 5,399 tonnes CO2e, representing an increase of 26% on the prior year. UK
emissions accounted for 300 tonnes of CO2e, 21% higher than the previous year, and representing 6% of global emissions.
Following on from our initial reporting in 2022, we are continuing to use a spend-based method to calculate our Scope 3 – Category 1:
Purchased goods and services emissions in line with the US Supply Chain GHG Emission Factors for US Commodities and Industries, and in
2023 have expanded this to cover Scope 3 – Category 2: Capital goods. This area of reporting requires assumptions and estimations to betaken where financial data did not accurately align with the factors available, but we continue to work on improving its accuracy.
Our Global Scope 3 – Category 1: Purchased goods and services and Global Scope 3 - Category 2: Capital goods emissions are set out below:
Tonnes of CO2e

2023*

2022*

Scope 3 – Category 1: Purchased goods and services

7,375

5,857

Scope 3 – Category 2: Capital goods

1,397

717

*Reporting year end is 30 September.
Scope 3 – Category 1 emissions for 2022 have been restated following updates to the US Supply Chain GHG Emissions Factors, in addition to the removal of capital
expenditure that had been included in this category previously.

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportFinancial
Statements

Governance51

Supplementary
Information

Energy consumption (MWh)
2023*

2022*

2021*

2020*

UK andoffshore

GlobalUK andoffshore

GlobalUK andoffshore

GlobalUK andoffshore

Global

34

1,162

43

1,471

21

1,061

2

1,307

Scope 2 – Energy consumption from purchase ofelectricity, heat, steam, and cooling purchasedfor own use

1,418

13,384

1,234

11,614

884

9,812

735

10,289Total Energy consumption

1,452

14,546

1,277

13,085905

10,873

737

11,596

Energy consumption (MWh)Scope 1 – Energy consumption from the
combustion of fuels and operation of facilities*Reporting year end is 30 September. Data in italics has been restated from previous years' reporting due to more accurate information being available
Total energy consumption includes all activities for which the Group is responsible, as Scope 1 and 2.
The energy consumption is calculated using electricity purchased (kWh) and fuel volumes converted to kWh using the UK Government GHG Conversion Factors for
Company Reporting, presented in MWh.

In 2023, our global energy consumption was 14,546 MWh, with the UK representing 10% of our global energy consumption. In 2022, the UK
also represented 10% of our global energy consumption of 13,085 MWh.

Intensity ratio (tonnes of CO2e per unit)
2023*

2022*

2021*

2020*

Ratio of Scope 1 & 2 emissions to employees

0.40

0.38

0.39

0.48

Ratio of Scope 1 & 2 emissions to revenue (€m)

6.38

6.26

7.47

10.88

Index of Scope 1 & 2 emissions to revenue (€m)
relative to baseline year

58.60

57.55

68.64

100

*Reporting year end is 30 September. Data in italics has been restated from previous years' reporting due to more accurate information being available.
The intensity metric is calculated using Market-based emissions.
The baseline used for the intensity reduction target is 2020. The Group may choose to restate the baseline in future depending on acquisitions and if more accurate
information becomes available.
Revenue and employee numbers adjusted to align to the emissions reporting period from 1 October through to the 30 September of each year.

In 2023 our revenue intensity regressed slightly, although still remains 41% down on our 2020 baseline. As such we remain well on trackto achieve our objective of a 50% reduction in our emissions to revenue (€m) index ahead of 2030. It should be noted that despite theslight increase in revenue intensity, due to a 21% increase in Scope 1 & 2 emissions (market-based), the underlying increase in total energy
consumption for the period has been kept at 11%, below the corresponding revenue growth for the year. The primary difference between therate of consumption and emissions is due to growth in Poland, where we now have a large number of employees, who primarily work from theoffice, and there are high emission factors, due to the grid composition. During the year, we also transitioned our Sperasoft operations out of
Russia, running dual offices in multiple locations for much of the year, leading to higher consumption. Whilst the new locations are in highly
energy efficient premises, the countries generally have much higher emission factors compared to Russia due to the energy source mix. In
general, the 2023 IEA emission factors have slightly worsened on average across the Group’s footprint compared to 2022.
Developments in our Sustainable Studios initiative remain focused on driving our environmental commitment forwards and have helped to
improve the levels of energy efficiency previously established. In 2023, eight more studios have been able to transition to renewable energy
sources and green tariffs, and we were pleased to see the amount of emissions offset through renewable energy consumption grow by 89%,
with a 164% increase in the UK market. We aim to continue to develop our practices by identifying practical changes that we can implement
and measure, supporting transformation at the local studio level and thus helping us deliver our long-term ambition to reach net zero carbon
emissions well ahead of the UK Government’s target of 2050.
In addition to our intensity targets and development of our transition plan, the Group will review whether further KPIs are required toeffectively respond to our identified climate risks.

Keywords Studios plc

Annual Report and Accounts 2023

52

Section 172 (1) statement
We have set out below a summary of our key stakeholder groups, how the Board engages with them,and how their interests relate to our strategic priorities and how we deliver value for them. We also
provide examples of three key strategic decisions made by the Board and how stakeholder interests
were considered as part of decision-making.

Key stakeholders
Investors

Clients

Equity investors and lenders

Top 25 and other publishers and developers

Link to strategic priorities:

Link to strategic priorities:

Direct engagement:
Direct engagement:— Roadshows for directinteraction with existingand new investors

Direct engagement:— Fireside chat on
AI to address key
investor queries— Semi-annual meetings— AGM to connect with
Information
Board:
betweenkey lenders andall shareholders flowing to theseniormanagers— Ad hoc meetings with
top investors on specifictopics of interest— Shareholder consultations
on remuneration matters— Annual net promoter
score survey forour clients' view ofour business— Attendance at industry
events to connect withexisting and new clientsand partners— Strategic partnership
meetings to build longterm relationships— Informal meetings
between executives
to discuss industry
trends and strategic
opportunities

Information flowing to the Board:

Information flowing to the Board:— Performance information
provided to Directors— Net Promoter Scoresobtained from client base

— Feedback reports fromclient meetings— Deep dives on top clientsat each Board meeting— Reports on informationand cybersecurity andservice delivery— Investor relations market
updates and feedback
reports— Proxy ratings and reports,
including feedback fromengagements— Detailed summaries
from Remuneration
Policy meetings

Principal decisions
Managing dilution
In March 2023, we announced the commencement of a market
purchase programme of Keywords' shares amounting to an
aggregate of up to €5m, which was extended in June 2023 up to an
aggregate value of €15m. These purchases were made on behalf ofthe Keywords Studios Employee Benefit Trust (EBT), by the trusteesof the EBT, and all of the purchased shares will be used to satisfy
future exercises of LTIPs, RSUs or stock options pursuant to therelevant Keywords’ share plan.
The Board was mindful of the interests expressed by someshareholders during direct engagement sessions with Executive
Directors, specifically the desire for the effective management of
the dilutive impact of operating the share plans. The Board also
conducted a review of its capital allocation strategy to ensure theGroup was appropriately leveraged and had sufficient capability
to execute its M&A strategy. Given the strength of the balance
sheet and expected free cash generation, the Board deemed it
appropriate to conduct the EBT market purchase programme.

Keywords Studios plc

Efficient capital management
In July 2023, we announced the signing of a new unsecured
multicurrency revolving credit facility agreement (RCF) of $400
million. This new facility, supported by a group of seven global
lenders, replaced the Group's previous €150 million unsecured
multi-currency RCF.
The expanded RCF is more suitably scaled for the Group and,given our continued strong pipeline of acquisitions, it provides
long-term liquidity and flexibility to pursue our growth strategy
whilst maintaining a well-balanced mix of equity and debt funding.
The Board was mindful of the importance of the Group’s growthambitions for shareholders. Strengthening relations with our lenders,
Keywords was able to demonstrate the strength of its credit profile
and, to provide deeper insight into the business as part of thisprocess, our lenders were invited to a presentation with membersof the Board and management team.

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Supplementary
Information

Link to strategy
Strategic partnerships

Technology

One Keywords

Talent and Capabilities

Adjacent markets

Workforce

Communities

Permanent, temporary and freelance

Global entertainment communityand our studio locations

Link to strategic priorities:

Link to strategic priorities:

Direct engagement:

Direct engagement:— Senior managers present
on key strategic mattersto the Board— Group-widecommunications throughour internal channels— Global townhall events— Key Communicatorsessions to engage
with Executives— CEO Game Break for
employees across theGroup to talk informally
about key topics
of interest— Keywords Cares
programme showing
support for charitablecauses that ourcolleagues caremost about— Executive Director-led andwider Board studio visits— Board visits to studios
worldwide to understandthe local culture andgaming industry dynamics— Attendance at industry
events to learn about key
industry trends

Information flowing to the Board:

Information flowing to the Board:— Group Employee Net
Promoter score andpulse surveys— Diversity, Equity, Inclusion
and Belonging initiatives— ESG programmes
and metrics— KPIs for recruitment andretention— Workforce pay conditions— Regular whistleblowing
updates— Data on gender, ethnic
and cognitive diversity

Value-add acquisitions
In March 2023, we announced the acquisition of Digital MediaManagement (DMM) for up to $100m. DMM is a social media
marketing company founded in 2010 and headquartered in
Los Angeles, USA. DMM is an award-winning agency providing
integrated social media strategy, management as well as creativeand influencer solutions, for the entertainment and video games
sectors. The acquisition of DMM enhanced our Engage division andenabled the Group to further its media and entertainment offeringwith DMM bringing in expertise in social and concise video content,
community management and fostering partnerships with content
creators; all of which complement Keywords' proficiency in longer
trailer-format content.
In December 2023, we announced the acquisition of The Multiplayer
Group Limited (MPG), a multiplayer-focused game development
studio headquartered in Nottingham, UK, for £76.5 million. MPG
is one of the largest and most respected developers of AAA

Keywords Studios plc— Updates on Corporate
Social Responsibility
programmes

multiplayer games and technology for some of the world's bestknown studios and publishers. MPG provides a range of services,
including both co-development and full game development, to a
global client base, and it also has functions working on data science,
new technology and AI.
A comprehensive due diligence process was undertaken, andupdates were provided to the Board on key matters throughout
the process, before making the final decision for both of thesesignificant acquisitions. The Board considered the interests ofshareholders, being satisfied that a fair price was being paid by
the Company for very high-quality businesses, as well as clients,
who would benefit from the additional strength of development
capability, particularly in multiplayer games, and our marketing
offering. The pre-acquisition due diligence process included a reviewof the cultural fit between each acquisition and Keywords, and in thiscase the Board was assured that they both had strong and capable
teams who would fit well within the Group.

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Principal risks and uncertainties
Our Board, management team, studios and shared services functions all play a role in theidentification, assessment and mitigation of risks to our business. We recognise that setting
an appropriate risk appetite and fostering a strong risk culture is crucial for the successful
delivery of our strategy.

Risk management

Overview of principal risks

The Board, supported by the Audit Committee, is responsible
for oversight of the Group’s risks. The Executive Committee is
responsible for the day-to-day management of risks, and theexecutive Risk and Compliance Committee is primarily responsible
for regular reviews of principal and emerging risks and onward
reporting to the Audit Committee.

Our principal risks are those risks which are identified as key factorsthat may prevent the delivery of our strategic priorities or as having
a potentially material impact on the Group. They can relate to one
or more strategic, financial or operational matter. The inherent andresidual nature of each risk is evaluated on a regular basis, withconsideration given to the changing nature of the risk, whether
the source of the risk is internal or external, interdependencies
between risks and the target residual risk based on our risk
appetite. Operating controls and appropriate mitigations are set andmonitored for each principal risk.

We conduct a comprehensive top-down and bottom-up review ofour risks. The top-down element related to the Board’s setting andoversight of our strategic objectives, risk appetite and risk culture,
as well as identification of strategic, reputational, financial andoperational risks. The Audit Committee conducts a dedicated deep
dive into the risk register once a year and receives presentations
on one or more principal or emerging risks at every meeting. The
bottom-up element relates to risk management being embedded
throughout our operations, with the identification and assessmentof current and emerging risks forming part of our strategy andbudget process.
Our risk management framework has evolved to a three lines ofdefence model, which more clearly sets expectations around risk
appetite and culture and accountability for key roles. The firstline comprises our studios, where managers implement controls
and respond to day-to-day events, identifying and reporting risks
through the risk governance structure. The second line comprises
our Group functions who maintain oversight and provide guidance
to studios. The third line comprises the Internal Audit function, which
provides independent challenge, advice and assurance around risk
management and internal controls.
Further information on the activities of the Audit Committee during
the year can be read on pages 72 to 74.

Emerging risks are also identified and reviewed on a regular basis
to allow the Group to identify and effectively respond to new andevolving risks in the operating environment. These risks and how they
evolve over time are discussed at the Audit Committee and continue
to be monitored closely by senior management and addressed
throughout the year. Following a period of review, emerging risks
may be included as a new principal risk, added to an existing principal
risk, or deemed to be mitigated and removed. The climate change
emerging risk has now been integrated across several principal risks.
At the time of publication of this report, our emerging risks related tointellectual property rights, talent and succession planning, and thirdparty management.
A risk scoring matrix is used to ensure the likelihood and potential
impact of risks are assessed on a consistent quantitative andcomparative basis, and key insights influence strategic andoperational decision-making.

Key year-on-year changes in risk profile*
Risk 10

Failure to deliver services

Risk 13

Client concentration risk

Risk 8

Negative impact of currency risk

Please see the relevant risk discussion for the
explanation of the change in the specific risk
profile during 2023.
*2023 v 2022 trend change

Keywords Studios plc

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55

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Information

Risk trend

Strategic partnerships

Technology

Talent and Capabilities

Adjacent markets

One Keywords

Increase

StableDecrease

Risk 1 - Sudden business interruption
Link to strategy

Description
Keywords is a global businessand needs to minimise businessinterruptions and be able to continue
servicing customers.
This threat could be internal, such as amajor failure in its IT systems, physicalrestrictions on staff, studios, production
equipment but also external, such as
natural disaster or the global pandemic,
when the Group was able to quickly
move to a work from home model, andservices remained robust throughout.

Risk trend

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

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

Keywords also operates a highly distributedmodel, with operations in 26 countries. This, inaddition 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.

Without access to key systems, dataor dedicated work locations, services
to clients and/or the ability to report
to investors on a timely basis could be
adversely affected.

Risk 2 - Breaches to information and cybersecurity
Link to strategy

Description
The industry requires the highest
standards of security and privacy froma company offering services suchas Keywords.
Exploitation of under-protectedsoftware, hardware, information assets
or resources and inability to react andresolve may lead to piracy, disruptionof customers’ marketing plans, loss ofcompetitive edge and could result incompensation claims.
An increase in volume of client IP
naturally results in an increased threatof leaks of unpublished IP, confidential
business or personal private data which
could potentially cause disruption.

Keywords Studios plc

Risk trend

Mitigation
The Group uses various third-party andproprietary tools and technologies for processcontrol and productivity purposes. Continued
investment in these tools is important to ensure
the Group’s effectiveness and is a part of theGroup’s business continuity planning.
Keywords maintains physical and data security
and privacy policies and procedures which
are regularly audited by its larger customers
and seeks to maintain appropriate insurance
coverage to support the management ofpotential threats and attacks. Due to theincreasing sophistication of cyber adversaries
and the techniques that they use, our internalteams regularly test our systems to prepare
against potential malicious actors.

A dedicated Information Security team andGlobal Head of Privacy sets policies, conducts
regular penetration testing, monitors activity
and rapidly responds to any incidents that arise.
More details are contained in the Responsible
business review on page 38 and in the Audit
Committee report on page 72.
The Group regularly provides comprehensive
security and privacy training to all employees
to ensure they understand their roles andresponsibilities in protecting sensitive
information.

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Principal risks and uncertainties
CONTINUED

Risk 3 - Failure to manage human resources/talent effectively
Link to strategy

Description
Establishing Keywords as a leading
destination for talent is one of theGroup's key strategic focus areas andis detailed in the strategy section on
page 20.
Keywords employed around 13,000
people in 26 countries across theGroup at the end of 2023, and people
management is key to performance andservice delivery.
Failure to attract, retain or develop highquality entrepreneurial talent across thebusiness could impact on the attainmentof strategic objectives.

Risk trend

Mitigation
Keywords’ culture has been fundamental to
the Group's success as it binds teams together,whilst preserving the individual cultures ofthe studios. The Group has also introduced
a new People & Culture leadership team,which is focused on talent development,
talent management and enhancing
employee engagement.
The Group works to develop and incentivise its
people and to support their passion to provide
the best service for clients. Special emphasis
is placed on the prevention of any form of
discrimination, harassment or malpractice inthe workplace. This is supported by the review
and consistent communication of employee
handbooks, global policies and Code ofBusiness Conduct.

In order to provide consistent long-term
access to talent, the Group is building local
talent development, and has dedicated talentacquisition initiatives.
The Group’s Diversity, Equity, Inclusion andBelonging agenda for 2023-2025 includes
targeted initiatives for talent acquisition anddevelopment to increase women's participationin its workforce and at senior levels in thebusiness. More details of the employee
survey and DEIB agenda can be found in the
Responsible business review on pages 38 to 45.

Risk 4 - Failure to meet financial market expectations
Link to strategy

Description
Keywords floated on AIM in 2013 withan expressed set of objectives ofgrowing the business organically andby acquisition.
Unclear communication or underdelivery against forecasts to themarket can lead to unrealistic market
expectations and missed targets.

Keywords Studios plc

Risk trend

Mitigation
The Group makes every effort to communicate
regularly with investors and analysts via
announcements, face-to-face contact andvirtual meetings. This effective communicationof the continued opportunities for growthin the sector, how the Group continues to
execute on its stated strategy and successfully
integrate the businesses it acquires, should
continue to maintain the confidence of
its investors.

The Group maintains a conservative balance
sheet and through its Revolving Credit Facility
has access to substantial debt funding which
gives it the flexibility and headroom to invest
in the business. More details can be found in
the Financial and operating overview on pages
34 to 37.
Senior management and the Executive teamhave monthly business reviews which include
updated forecasts for the full year as wellas the ongoing monitoring of the forecasts
against the market consensus.

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Risk 5 - Unsuitable large acquisition and/or failure of integration process
Link to strategy

Description
Keywords has an active acquisition
agenda which complements its
strategic ambitions. Selecting theright acquisitions, managing themsuccessfully and embedding the
Keywords culture is a crucial ingredientof success.
Failure to do so could result in thebusiness not achieving the expectedfinancial and operational benefits andadversely impact growth, profitability
and cash flow.

Risk trend

Mitigation
The Group has a focused M&A strategy
targeting attractive industry segments where
it has built detailed knowledge. The key areasof focus are Game Development, Marketing,Technology, and certain adjacent elements of
the Media and Entertainment industry.
For each acquisition, the Group has anestablished process led by a dedicatedcorporate development team, which involves
the relevant senior management in theacquisition process to lead the detailed
due diligence.

The shared services team support the Divisions
with the integration process and have issued
an updated integration manual to support
both Keywords and the acquired businessin the process.
Management regularly presents the acquisition
pipeline to the Board and provide a detailed
diligence report ahead of formal approvals,
which incorporates the integration plan forthe business.
The Group also uses earn-out structures linked
to future performance as part of its acquisition
consideration, including equity, in order toincentivise good performance as well as
promote retention of key staff.

Risk 6 - Non-compliance with legal, regulatory, and social standards
Link to strategy

Description
Reporting standards and disclosure
requirements regularly evolve, including
in areas such as climate change,sustainability, whistleblowing andsanctions.
A material failure to comply, anticipate
and respond in a timely manner toapplicable legal and social standards
could result in penalties, costs,
reputational harm and damage
to relationships with suppliersand customers.

Risk trend

Mitigation
The Group’s Code of Business Conduct
guidelines were rolled out to all studios
during 2021, are reviewed every year, andare supported by more detailed policies andprocedures, a number of which are publishedon the Group's website.
The whistleblowing process is enhanced by
our Keywords Integrity line, a 24-7 online portal
for whistleblowing reporting and confidential
communications in line with recent EU andother local requirements.

The Group has an increased focus onenvironmental impact, with measures toreduce energy consumption/carbon footprint
and is expanding its reporting of GHG
emissions. It is in the process of implementing
an automated tool to help calculate emissions,which will support long-term ambitions to meet
net zero targets.
The Group works on monitoring and horizon
scanning of new legislation and standards andany changes are discussed at Board and Audit
Committee meetings.
More details are contained in the Responsible
business review on page 38 and the Audit
Committee report on pages 72 to 74.

Risk 7 - Financial loss and reputational damage due to fraud
Link to strategy

Description
The strong reputation of Keywords
makes it attractive to clients andpotential employees. Fraud andcybercrime in particular are becoming
more sophisticated which, if not
managed appropriately, could lead to
substantial impact on the Group.

Keywords Studios plc

Risk trend

Mitigation
The Group has invested in and continues
to invest in its financial reporting function,
treasury function and their systems to facilitatestrong reporting and management controls
as it grows, with a new consolidation andforecasting tool implemented in 2022.
The Group’s procedures include regular
operating reviews, underpinned by a continual
focus on ensuring the effectiveness of internal

controls. Management provides a fraud
assurance letter to the Board as part of theyear-end reporting process each year, and ad
hoc updates are provided on areas of concern
by the Auditor and Internal Audit.
The whistleblowing hotline provides anopportunity for suspected incidents to bereported and investigated as soon as possible.

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Principal risks and uncertainties
CONTINUED

Risk 8 - Negative impact of currency risk
Link to strategy

Description
The Group transacts in multiple
currencies and Keywords is exposed
to both short-term currency risks, inaddition to longer-term risk that could
develop between its functional currency
and its multiple billing currencies.

Risk trend

Mitigation
The Group serves a global customer base, withproduction facilities spread across multiple
geographies and currencies.
The Group has a Treasury policy, and, where
possible, manages foreign exchange risk
at a local level by matching the currency
in which revenue is generated with theexpenses incurred and by settling liabilities
denominated in their functional currency withcash generated from their own operations inthat currency.

Where entities invoice in a foreign currency,
studios have the ability to offset adverse
foreign exchange currency movements
through increasing prices. Hence the Group
does not hedge its currency risk.
In addition to revenues and expenses being
impacted by movements in exchange rates, theGroup is also exposed to gains or losses related
to the effect of translating net current assets
held in foreign currencies.

Risk 9 - Cross-contamination risk
Link to strategy

Description
One of the Group’s strategic focus
areas is to create strategic partnerships
with key industry players to enable
closer long-term collaboration andenhance the ability of the Group to
cross-sell services to each of its key
clients. Keywords also intends to sign
“Lighthouse deals” with key clients thatwill involve complex service delivery
across multiple services.
The risk of failure in one Divisioncontaminating the relationship withthe same customer across the other
Divisions increases.

Risk trend

Mitigation
Adhering to Keywords’ strong standards ofdelivery and efficient communication acrossservice lines is key to managing this risk.
As the Group forms strategic partnerships
with major customers, it is conducting regularreviews with them to ensure Keywords
continues to deliver against expectations andidentify any potential emerging issues so thatthey can be addressed. The Group’s central
sales systems for clients and contracts provides
a high-level oversight of client numbers, large
clients and services performed within the sales
and customer teams. Also, revenue generated
from single customers across multiple services
is increasing.

Keywords has also introduced new roles within
the organisation that are designed to develop
the appropriate solutions for clients at theoutset of a project, as well as new roles that
support the service delivery to key clients.

Risk 10 - Failure to deliver services
Link to strategy

Description
Most of Keywords’ services are of atime-sensitive nature. Delays or service
delivery failures could potentially impact
the development or launch plans forgames or result in lost contracts and/or
idle capacity.
A rise in milestone-based projects,
which carry a higher risk than time andmaterials projects, as well as increased
requirements from clients aroundcarbon and sustainability reporting
could potentially impact the reputationof the Group.

Keywords Studios plc

Risk trend

Mitigation
Delivering on agreed deadlines is an integral
part of the Group's modus operandi, and weprioritise timely delivery and flexible resourcing
to meet these deadlines, with Divisionaloversight of key projects applied across theGroup. The Group also utilises technology tosupport the scheduling of its resources on astudio-by-studio basis.

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

Post-pandemic, the business has adapted its
contracts and processes to ensure that it isable to complete contracts in a hybrid manner
to provide more flexibility and support its ability
to deliver against contracts.

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Risk 11 - Tax credits withdrawal risk
Link to strategy

Description
The Group receives multimedia tax
credits (MMTC) in Canada, video games
tax relief (VGTR) in the UK and similar
incentives in other jurisdictions. Thesetax credit regimes are designed topromote growth and investment in therelevant regions.
Any reduction or cancellation of thesetax credits would increase the cost baseof the business and make the businessless competitive. The Group will needto have the ability to pivot to a lower
cost base if incentives are changed
or eliminated.

Risk trend

Mitigation
The Group works closely with regulators,
gaming associations and governments inrelation to relevant country tax credits and has
been given no indication that these tax credits
will be removed in the medium term.
Due to the Group’s geographically diversified
operating platform it retains an elementof flexibility in being able to move work toother operating centres if material changes
were made.

Risk 12 - Global political risk and uncertainty
Link to strategy

Description
As a result of its geographic spread,the Group is exposed to a wide rangeof political, economic, regulatory, social
and tax environments. Policies or laws,
as well as armed conflict involving thecountries in which Keywords operates,
may change in a manner that may be
adverse for the Group, even those withstable political environments.

Risk trend

Mitigation
Keywords is monitoring geopolitical trends
around the Group with management
conducting horizon scanning for politicalchanges across the Group. A business
continuity planning programme is being
embedded into the organisation with thediversification and spread of activities
geographically to mitigate the risk of disruption
in any one location.

Risk 13 - Client concentration risk
Link to strategy

Description
The majority of the Group’s revenues
come from global gaming companies
whose revenues tend to greatly exceed
those of Keywords. These companies
have exacting standards and demand ahigh quality of service.
Keywords’ top five customers in
2023 accounted for 30.8% of Grouprevenue (2022: 30.1%), and whilst large
publishers may have the same parent
company, they are unlikely to become
insolvent at once, dependence on
individual clients can lead to revenue or
margin pressures.

Keywords Studios plc

Risk trend

Mitigation
The potential impact is partially mitigatedthrough the Group’s highly flexible resourcebase. The Group continues to expand its
footprint and is seeking to make relationships
more strategic with key clients. Despite theirsize, clients tend to be composed of several
individual entities which have certain levels of
autonomy over purchasing decisions. Keywords
is also focused on maintaining and enhancing
both bottom up and top down relationships.

Our leadership team and studios are proactive
in reviewing client accounts, including thebreadth of services and debt recovery. We
continue to seek out and build relationships
with new clients and support the growthambitions of smaller clients.

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Principal risks and uncertainties
CONTINUED

Risk 14 - Negative impact of regulation on video games
Link to strategy

Description
Failure to anticipate and respondto regulatory changes in respect ofregulation on video games, such as
those seen in the Chinese market
which imposed curfews on minors, andrequirements to address responsible
gaming in the industry introducescomplexity for clients.

Risk trend

Mitigation
In relation to the Chinese market, Keywords has
limited revenue exposure to games destinedsolely for the Chinese market. In addition, any
potential impact is partially mitigated throughthe Group’s diverse geographic revenue base.

Responsible gaming issues arising during gameplay can be identified by engaging with industry
trade associations as well as by the Player
Engagement teams, who have a dedicatedTrust and Safety team trained to handle andreport safety incidents as well as support theteam members exposed to such incidents.

Changes and new requirements could
result in the delay or cancellation ofvideo games by customers.

Risk 15 - Threat from technology innovation and industry disruption
Link to strategy

Description
Innovations in the gaming industry
continue to evolve.
New technologies for automatedtesting, machine translation andother services, together with a failure
to maintain or update Keywords
technology, systems and applications
to reflect what is in the wider gaming
community, could pose a threat to theGroup in the long term.

Keywords Studios plc

Risk trend

Mitigation
As a key strategic focus area, the Group is
focused on effectively utilising technology forthe benefit of the Group and its clients. Moredetails can be found in the Chief Executive's
review on page 8 and the Our strategy section
on page 20.
The 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 Group is also investing in existing tools andconducting regular assessments of technology
debt and vulnerabilities whilst developing a
focused, balanced strategy for technology
acquisitions.
Keywords continues to strengthen the senior
management team in this area, led by our Chief
Digital Information Officer, as well as having astandalone innovation team, led by a dedicatedExecutive Committee member, to drive its
innovation agenda forward.

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Information

Non-financial and sustainability information statement

Our non-financial information statement is set out below on environmental matters, social and employee
matters, respect for human rights, and anti-bribery and corruption. Details of our business model can befound on pages 18 and 19, and our principal risks are on pages 54 to 60. Our Modern Slavery Policy and Codeof Business Conduct can be found on our website.

Reporting requirement

Policies and standards which govern our approach

Page reference

Environmental matters

Environmental Policy

Page 47 Taskforce on Climate-related Financial
Disclosures report

Climate-related financial disclosures
Social and employee matters

Pages 46 to 51 Taskforce on Climate-related
Financial Disclosures report
Code of Business Conduct

Pages 20 and 23 Our strategy

Recruitment Policy

Pages 38 to 45 Responsible business review

Employee handbook
Diversity and equal opportunity
Grievance Policy
Employee assistance programme
Health & Safety Policy
Data protection
Respect for human rights

Supplier Code of Conduct

Page 45 Responsible business review

Modern Slavery Policy
Anti-bribery and corruption

Anti-bribery and corruption Policy

Page 45 Responsible business review

Whistleblowing

Pages 72 to 74 Audit Committee report

Fraud Policy
Sanctions Policy
Business model

Pages 18 and 19 Business model

Description of principal risks
and impact of business activity

Pages 54 to 60 Principal risks and uncertainties

Non-financial key performance indicators

Pages 20 to 23 Our strategy
Pages 38 to 45 Responsible business review

The Strategic report was approved by the Board and signed on its behalf by:

Bertrand Bodson
Chief Executive Officer
13 March 2024

Keywords Studios plc

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Chair’s introduction

I’m pleased to introduce
our Corporate
Governance Report for
the first time since myappointment as Chair.
Dear Shareholders,
The Board is committed to robust oversightand challenge of management, effective
engagement with our key stakeholders andrigorous oversight of strategic, financial
and risk matters.
My responsibilities include leading the Board effectively,
overseeing the Group’s corporate governance model,
communicating with shareholders and ensuring that good
information flows freely between management and NonExecutive Directors in a timely manner. This report, when taken
together with each of the Board’s committees’ reports, provides
insight into how the Board operated during the year, its principal
activities and the key issues deliberated on.

Don Robert, Chair

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Good corporate governance is key to promoting
the long-term success of the Company andgenerating long-term value for our shareholders
and wider stakeholders.
Don Robert
Chair of the Board

Corporate governanceKey stakeholders

The Board recognises the value of good corporate governance inpromoting the long-term success of the Company. The Company
adheres to the “Quoted Companies Alliance Corporate GovernanceCode” (QCA Code), which we believe is the most appropriate for
Keywords; however, it also seeks to comply with the principles of the
UK Corporate Governance Code where possible and appropriate.
Following an update to the QCA Code in November 2023, we havereviewed our compliance against the updated principles and I’mpleased to confirm that we remain in full compliance with the
QCA Code.

The Board is mindful of its responsibility to all stakeholders, inparticular the creation of shareholder value and nurturing our mostimportant asset, our people. The Board is provided with regular
opportunities to engage with key stakeholder groups throughout
the year. This provides Directors with direct insight into theCompany’s culture and the interests of stakeholders, and adequate
information to ensure that relevant social and environmental issues
are integrated into the Company’s strategy, risk management andbusiness model. Further details of stakeholder engagement areprovided on pages 52 to 53.

A summary of how Keywords complied with the QCA Code during
the year is provided on page 67.

Conclusion

Board composition

I encourage all shareholders to vote their shares in favour of all
resolutions to be considered at our AGM in May 2024.

Annual reviews of the Board’s effectiveness and composition
help ensure the Board’s continued high performance, being
mindful of the desired mix of skills and diversity and the need toensure Directors remain independent and commit sufficient time
to discharge their duties. I joined the Board as a Non-Executive
Director and Chair Designate on 1 February 2023 and, following theunfortunate passing of Ross Graham, I became Chair on 15 May
2023. Following a rigorous search process, we were delighted toappoint Rob Kingston as CFO on 1 July 2023, at which time Jon Hauck
became COO.
I would like to thank all members of the Board for the considerable
time dedicated and valuable contributions to Keywords over the
past year.

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Corporate governance report

Strategy and business model
A description of the Company’s strategy, business model andsupporting strategic pillars, along with key attributes of ourpositioning within vibrant and growing industries, can be foundin the Strategic Report on pages 18 to 25.

Shareholder needs and expectations
The Board is committed to maintaining good communication andconstructive interaction with all shareholders throughout its annual
reporting cycle. It holds regular analyst and investor presentations,roadshows and engagements, and published Regulatory News
Service announcements and other relevant information on its
website. The Executive Directors meet shareholders and otherinvestors at regular intervals during the year and host meetings fromtime to time. The Chair is also available to meet with the largest
shareholders during the year without management present.
We regard the Annual General Meeting, as an opportunity for
the Board to meet, listen and present to our shareholders, andall shareholders are encouraged to attend and ask questions.
Shareholders who were unable to attend were also given theopportunity to submit questions to the Board in advance via email.
Through effective communication and close ongoing relationships
with its shareholders the Board welcome constructive dialogue. The
Company aspires to have close ongoing relationships with its private
shareholders, institutional shareholders and analysts, and for themto have the opportunity to discuss issues and provide feedback
at meetings with the Company. The Company receives reports
from proxy voting agencies, reviews their findings and meets todiscuss shareholder matters. The Board maintains that, if there is a
resolution passed at a general meeting with 20% votes cast against,
the Company will seek to understand the reason for the result
and, where appropriate, take suitable action. At the 2023 AGM, allresolutions were passed comfortably. The votes on all resolutions
were taken on a poll to ensure that full shareholder representation
was reflected. All corporate documents, including historical annual
reports, notices of general meetings and details of the 2023 AGM
results, can be found online at www.keywordsstudios.com.
Investors have access to current information about the Company
through the Company’s website, www.keywordsstudios.com. The
Company promotes electronic communications with shareholders
to be more efficient and reduce our environmental impact.

Wider stakeholder and social responsibilities
The corporate governance arrangements that the Board has
adopted are designed to ensure that the Company delivers longterm value to its shareholders whilst being cognisant of the interestsof other stakeholders. The Board recognises that the long-term
success of the Company relies upon good relations with other key
stakeholders, identified as our workforce, clients, suppliers andcommunities. The Board has put in place a range of processes toensure it maintains close contact with these key stakeholders.
The ESG Committee is responsible for oversight of Group initiatives
designed to promote the long-term success of the Company asa sustainable, well-governed and responsible employer, partner,
supplier and customer. A summary of its activities is presented on
pages 90 to 91.

Keywords Studios plc

The Company has developed close relationships with many of its key
stakeholders and provides them with the opportunity to raise issues
and provide feedback to the Company. Examples include customer
feedback surveys, strategy discussions with key clients, employee
surveys and a variety of internal communication sessions to caterfor various employee groups. Full details of the Company’s and theBoard’s engagement with its stakeholders is presented on pages
52 to 53.

CultureThe Board recognises that its decisions regarding strategy and risk
may impact the corporate culture of the Group and that this may
impact the performance of the Company. The Board is also awarethat the tone and culture set by the Board can have an important
influence on employee behaviour.
Keywords has established a set of five core leadership principles
under the rubric “Imagine More”. These principles guide employees
in our mission to deliver an ever-more compelling proposition
globally for our partners in the video games industry and adjacentcontent markets, and underpin our corporate culture and promote
entrepreneurial and open ways of working, so we can build close,
trusting relationships with colleagues, suppliers, partners andclients. In 2023, our Leadership Principles were celebrated acrossthe Group with employees sharing their stories of challenges andsuccesses and discussing key topics with executives at global town
hall sessions.
A whistleblowing process operates across the Group to encourage
employees and other stakeholders to report suspected misconduct,illegal acts or failures to act. The aim of this is to create a safe
environment for employees and others who have serious bona fideconcerns about any aspect of the Group’s work to come forward
and voice those concerns without personal risk of retribution or
reprisal. The Board reviewed the operation of the whistleblowing
portal and received regular reports of incidents and investigations,and is confident that a robust process remains in place.
The Board seeks to better understand the interests of employees
through an annual employee survey, pulse surveys throughout
the year and regular town hall meetings which provide a forum for
management to present important matters and respond directly tofeedback from employees. Further details can be read on page 53.

Internal controls and risk management
The Board recognises the need for an effective and well-definedrisk management process and it oversees and regularly reviews
the Group’s risk management and internal control mechanisms.
The status of our principal risks, as well as any emerging risks, isrecorded in a comprehensive risk register for discussion at the Audit
Committee. The Company’s principal risks, along with key challenges
in the execution of the Company’s strategy, and along with thecontrols implemented to mitigate them, can be found on pages
54 to 60.
The Audit Committee is responsible for the oversight of theCompany’s risk management and internal controls and procedures,
as well as determining the adequacy and efficiency of internal
control and risk management systems. The Board continuously
monitors and upgrades its internal control procedures and risk
management mechanisms and conducts regular reviews of theireffectiveness. This process enables the Board to determine whether
the risk exposure has changed during the year. When setting andimplementing strategy, the Board takes into account the principal
risks and seeks to limit the extent of the Company’s exposure tothem, having regard to both its risk tolerance and risk appetite,through appropriate mitigations.

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

The Group has internal control systems in place appropriate to thesize and nature of its business. The key elements are:— Board meetings are held at least six times per year, receiving
reports on, and holding discussions with management on
performance and key risk areas in the business.
— Monthly financial reporting, for the Group and for each service
line, of actual performance compared to budget and the prioryear and a dashboard of Key Performance Indicators.
— Visits to key studio locations.
— Annual budget setting.
— Robust cash management.
— Annual strategy conference with the Executive Committee andsenior leaders.
— A defined organisational structure with appropriate delegationsof authority.
— Annual Board Strategy day.

The Board
The Board, as a whole, is responsible for the overall management of
the Group and for its strategic direction, including approval of theGroup’s strategy (including corporate and business development),
its corporate culture, its annual business plans and budgets,the interim and full year financial statements and reports, any
dividend proposals, the accounting policies, major capital projects,
treasury management policies, any investments or disposals, its
succession plans and the monitoring of financial performanceagainst budget and the formulation of the Group’s risk appetite,
including the identification, assessment and monitoring of Keywords’
principal risks.
The Board comprises three Executive Directors, Bertrand Bodson(CEO), Rob Kingston (CFO) and Jon Hauck (COO), and five NonExecutive Directors, Don Robert (Chair), Charlotta Ginman (Senior
Independent Director), Georges Fornay, Marion Sears and Neil
Thompson. Director biographies and Committee memberships aredetailed on pages 68 to 69. Following a number of Board changes
in the year, our Board diversity is currently 25% female Directors.
The Company annually reviews its Board Diversity Policy, whichaims to improve skills, thought, gender and ethnic diversity on the
Board. Details of directorship changes in the year can be read in the
Nominations Committee report on pages 70 to 71.
Letters of appointment of all Directors are available for inspection
at the Company’s registered office during normal business hours.
The Executive Directors work full-time for the Company. All NonExecutive Directors are expected to dedicate at least 30 days
per annum to the Company, rising to 40 days if they also chair acommittee, and the Chair is expected to dedicate 60 days perannum. The Company has adopted a policy whereby all members of
the Board are subject to re-election at each AGM. In practice, all the
Non-Executive Directors spend more than the minimum number ofdays on Company business.
Charlotta Ginman currently holds six non-executive directorships.
Of those, three roles are at investment companies that generally
only have four to five meetings a year, and three are at AIM quoted
entities, with less regulatory burden than premium listed companies,
and the Nominations Committee is therefore confident thatCharlotta Ginman has sufficient time to devote to her Keywords role.

Keywords Studios plc

Financial
Statements

65

Supplementary
Information

The Board is satisfied that it has a suitable balance between
independence and knowledge of the Company, and that noindividual or group may dominate the Board’s decisions. The NonExecutive Directors have both the breadth and depth of skills, andexperience, to effectively discharge their responsibilities. During
the second half of the year the Board conducted a comprehensive
review of its skills, knowledge, experience and diversity, andconcluded that the current balance of skills on the Board, as a whole,reflects a broad range of personal, commercial and professional
experience, including a variety of financial and managerial skills.
The Chair fosters healthy debate in the boardroom by encouraging
all Directors to use their independent judgement and to robustly
challenge management on strategic and operational matters.
The Board meets a minimum of six times a year and a forward
schedule of meetings and matters is fixed to ensure the Board
considers a broad range of appropriate matters. Given the global
nature of our business, the Directors meet in person and remotely,as required, with senior managers across the business and visit atleast one studio each year. Meetings are open and constructive,
with every Director participating fully. Senior managers are invited
to present deep dives on particular areas of interest to the Board,
providing the Board the opportunity to engage directly with senior
managers and maintain a comprehensive view of the business. The
Non-Executive Directors meet regularly without the presence of
the Executive Directors and maintain ongoing communications with
Executive Directors between formal Board meetings. Management
supply the Board with appropriate and timely information andthe Directors are free to seek any further information they
consider necessary.
In line with good corporate governance practice, the responsibilitiesof the Chair and CEO are separate and well defined. A copy of the
Chair/CEO Split of Responsibilities is available on the Company’s
website www.keywordsstudios.com.
Charlotta Ginman is the Senior Independent Director (SID) and isalso available to shareholders and other Non-Executive Directors toaddress any concerns or issues they feel have not been adequately
dealt with through the usual channels of communication.
The Board has the mix of skills, experience and capabilities required
to fulfil its responsibilities. The Company believes that the current
balance of skills in the Board as a whole reflects a broad rangeof commercial and professional skills across geographies andindustries and each of the Directors has experience in publicmarkets. Details of the Directors’ experience and areas of expertiseare outlined on pages 68 and 69. In addition to their general
Board responsibilities, Non-Executive Directors are encouraged
to be involved in specific workshops or meetings, in line with theirindividual areas of expertise.
The Chair is supported by the Group General Counsel andCompany Secretary in maintaining excellent standards of corporate
governance and providing necessary updates to the Board on
corporate governance developments and AIM regulations.
The Directors have access to the Company’s nominated adviser,
corporate brokers, company secretary, lawyers and auditors and areable to obtain external advice, as required. The Directors are entitled
to take independent legal advice and if the Board is informed inadvance, the cost of the advice will be reimbursed by the Company.
The Board reviews annually the appropriateness and opportunity forcontinuing professional development, whether formal or informal.

Annual Report and Accounts 2023

66

Corporate governance report
CONTINUED

Governance structure

ESG Committee

Board of Directors
CEO

Nominations
Committee

Audit
Committee

Remuneration
Committee

ESG
Committee

Executive Committee
Disclosure Committee

Investment Committee

Risk & Compliance Committee

ESG Management Committee

Nominations Committee
The Nominations Committee is chaired by Don Robert and its othermembers are Charlotta Ginman, Georges Fornay, Marion Sears
and Neil Thompson. The Nominations Committee is responsible
for keeping under review the structure, size and composition of
the Board, its Committees, and the Executive Committee. Further
information on the Nominations Committee, including its role andresponsibilities, can be found in the Nominations Committee Reporton pages 68 and 69.

Audit Committee
The Audit Committee is chaired by Charlotta Ginman, and its othermembers are Don Robert, Georges Fornay, Marion Sears and Neil
Thompson. The Audit Committee is responsible for overseeing
financial reporting, risk management and internal control procedures,
as well as the appointment, removal and scope of work of the external
auditor (including non-audit services, independence and objectivity).
Further information on the Audit Committee can be found in the
Audit Committee Report on pages 72 to 74.

Remuneration Committee
The Remuneration Committee is chaired by Marion Sears, and its
other members are Don Robert, Charlotta Ginman, Georges Fornay
and Neil Thompson. The Remuneration Committee is responsiblefor determining the remuneration of the Chair (with the Chairabsenting himself), Executive Directors and senior executives of
Keywords. The Remuneration Committee is responsible for making
recommendations to the Board on Directors’ and senior executives’
remuneration. Non-Executive Directors’ remuneration is determinedby the Executive Directors. Further information on the Remuneration
Committee can be found in the Directors’ Remuneration Report on
pages 75 to 89.

Keywords Studios plc

The ESG Committee is chaired by Georges Fornay and its othermembers are Neil Thompson, Marion Sears, Bertrand Bodson, Don
Robert, Charlotta Ginman, Robert Kingston and Jon Hauck. The remitof the ESG Committee is to oversee the following areas which havebeen identified as environmental, social and governance priorities: (i)people; (ii) client; (iii) community; and (iv) planet; and all underpinnedby (v) corporate governance. Further information on the ESG
Committee, including its role and responsibilities, can be found in the
ESG Committee report on pages 90 and 91.

Governance documents
The Matters Reserved for the Board and terms of reference for all the
Committees are available on the Company’s website
www.keywordsstudios.com.

Board evaluation
In 2023, an internal evaluation of the effectiveness of the Board and
its Committees was conducted with the support of the Company
Secretary, which concluded that the Board and its Committees
continue to operate effectively. An externally facilitated evaluation
was last conducted in 2021, by One Advisory Limited, and the Board iscommitted to a periodic external evaluation.
The 2023 evaluation exercise comprised two stages. The first stage
was a detailed questionnaire to gather feedback from each Director
on the overall performance of the Board and the Board’s Committees.
The second stage was a series of individual discussions held between
the Chair with each Director. The Senior Independent Director held
discussions with each Director to review the performance of the
Chair. The areas addressed by the evaluation were: composition andskills, culture and integrity, operating effectiveness and efficiency,
stakeholder engagement, quality of information and ongoingdevelopment, the overall contribution of each Director and theeffectiveness of the Chair.

Progress made during the year
Four areas were identified for improvement in 2023, and comments
on progress made are included below.
— To review opportunities for enhancing engagement withkey stakeholders.
Progress made in the year: Opportunities to engage withshareholders, the workforce, banking partners and clients havebeen made available to the Board during the year.
— To offer Directors opportunities for development.
Progress made in the year: A dedicated session was held on
artificial intelligence, exploring a broad range of commercial,
operational and legal considerations. The Directors were able todiscuss training needs with the Chair and Company Secretariat.
— More time dedicated to reviewing (i) acquisition success andintegration activity, and (ii) competitors.
Progress made in the year: An integration update was added
to regular Board reports, and insights into the position andexperiences of competitors and the broader market were
included in deep dives and other updates, as appropriate.
— Succession planning for members of the Executive Committee.
Progress made in the year: 2023 saw a re-organisation of theleadership team, which incorporated a review of the talentpipeline as part of a Group diversity programme.

Annual Report and Accounts 2023

Overview

Strategic
ReportFollowing a review of the findings of the 2023
evaluation, the Board has highlighted thefollowing areas for attention in 2024:— To continue to offer Directors a range
of opportunities for training anddevelopment.

The following table shows the attendance of Directors at scheduled meetings of the Boardand its Committees during the calendar year ended 31 December 2023. The number ofattendances is shown next to the maximum number of meetings the Director was entitled
to attend.

All Directors may receive independent
professional advice at Keywords’ expense,
if necessary, for the performance of
their duties.

Keywords Studios plc

Remuneration
Committee

Nominations
Committee

ESG
Committee

Bertrand Bodson

8/8

–

–

–

3/3

Jon Hauck

8/8

–

–

–

3/3

4/4

–

–

–

2/2

7/7

4/4

3/3

2/2

3/3

Charlotta Ginman

8/8

5/5

4/4

3/3

3/3

Georges Fornay

8/8

5/5

4/4

2/2

3/3

Marion Sears

7/8

5/5

6/6

2/3

2/3

Neil Thompson

8/8

4/5

6/6

3/3

3/3

Ross Graham

2/2

2/2

2/2

1/1

–

Rob Kingston
Don Robert

1
3

3

5

Advisers

The Company has retained Deloitte LLP, whoprovide advice in relation to remuneration
matters. Additional information can be foundin the Directors’ Remuneration Report on
pages 75 to 89.

Audit
Committee

4— To continue to focus on succession
planning for Board roles.

In January 2024 the Company announced
the appointment of Barclays Bank plc as
joint Corporate Broker, alongside existing
Corporate Broker, Deutsche Numis.

Board

Director— To enhance the Board’s oversight ofcompany culture and the risks inherent
in the business and the Group’s internal
controls framework.

The Company’s nominated adviser, Deutsche
Numis, provides guidance on regulatory andcorporate governance matters to the Board,
as required.

67

Supplementary
Information

Meetings and attendance— To enhance Board papers andpresentations with a strong focus on
strategic priorities, including key financial
and non-financial metrics.

The Board has regular contact with its
advisers to ensure that it is aware of changes
in corporate governance procedures andrequirements and that the Group is, at all
times, compliant with applicable rules andregulations. The Company had Director andOfficers’ liability insurance cover in placethroughout the year and it is intended forthe policy to continue for the year ending
31 December 2024 and subsequent years.
Additionally, the Company provides anindemnity in respect of all the Company’s
Directors or other officers of the Company
against all costs, charges, losses, expenses
and liabilities incurred by them in theexecution and discharge of their duties.

Financial
Statements

Governance

6

2

1

Don Robert joined the Board on 1 February 2023.

2

Ross Graham sadly passed away on 13 May 2023.

3

On 26 May 2023, Charlotta Ginman was appointed a member of the ESG Committee and Georges Fornay
was appointed a member of the Nominations Committee and Remuneration Committee.

4

Rob Kingston joined the Board on 1 July 2023.

5

Marion Sears was unable to attend one Board meeting, one Nominations Committee meeting and one
ESG Committee meeting due to a family emergency.

6

Neil Thompson was unable to attend one meeting of the Audit Committee due to a prior commitment.

QCA Corporate Governance CodeDisclosure within
this report

Principle

1

Establish a strategy and business model which promotes
long-term value

Pages 14-27

2

Promote a corporate culture that is based on ethical values
and behaviours

Pages 38-51

3

Seek to understand and meet shareholder needs and expectations

Pages 52-53

4

Take into account wider stakeholder interests and their implications
for long-term successPages 38-53

5

Embed effective risk management, internal controls andassurance activities

Pages 54-60

6

Establish and maintain the board as a well-functioning, balanced
team led by the chair

Pages 62-71

7

Maintain appropriate governance structures and ensure that
individually and collectively the directors have the necessary
up-to-date experience, skills and capabilities

Pages 62-71

8

Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement

Pages 66-67

9

Establish a remuneration policy which is supportive of long-termvalue creation and the company’s purpose, strategy and culture

Pages 77-82

10

Communicate how the company is governed and is performingby maintaining a dialogue with shareholders and otherrelevant stakeholders

Pages 52-53,
62–67

Annual Report and Accounts 2023

68

Strong leadership

Our Board of Directors

Keywords Studios plc

Don Robert
Chair

Bertrand Bodson
Chief Executive Officer

Don brings a strong track record of building and leadinginternational businesses, including through acquisitions,and a deep understanding of technology, data andanalytics. He was CEO of Experian plc, the global
information and analytics group, for nine years, during
which time he more than doubled operating profitsand scaled the business into a global market leader. He
subsequently became Chair of Experian between 20142019. He has also served as a non-executive Director of
Court for the Bank of England and Senior Independent
Director of Compass Group. Prior to joining Experian, Don
held executive positions with First American Financial
Corp. and U.S. Bank.

Bertrand Bodson brings deep experience of driving
and executing growth strategies for international
businesses. He has a 23-year career in establishing new
business models and innovative platforms, developing
strategic partnerships, international expansion anddigital transformation. He was Chief Digital Officer
and a member of the executive committee for global
healthcare leader Novartis between 2018-2021, where
he led the digital transformation of the business, leadinglarge-scale teams, securing a number of strategic
partnerships and playing a key role in the development of
its corporate culture. Bertrand previously spent four years
as Chief Digital and Chief Marketing Officer at Sainsbury’s
Argos where he led the transformation from a traditional
catalogue business to the third-largest online retailer
in the UK. He subsequently led the integration of Argos
into the Sainsbury’s store network. Early experience
includes senior roles involved with content-creation andentertainment at EMI Group, Bragster (which he cofounded) and Amazon. Bertrand is a graduate of Harvard
Business School and McGill University. He is currently anon-executive director of Tesco plc.

Don currently serves as Chair of the London Stock
Exchange Group (LSEG), where he has overseen thetransformation of LSEG into a leading global financial
markets infrastructure business. He is also involved inseveral private technology focused businesses and holds
a variety of private equity roles.

Rob Kingston
Chief Financial Officer

Jon Hauck
Chief Operating Officer

Rob comes with a strong track record of delivery acrossinternational and acquisitive technology and media
companies. Prior to Keywords, he was CFO for the UK&I
Division of Flutter Entertainment plc. Previously, having
joined as a graduate, he worked at Sky plc for 25 years ina variety of progressively senior finance and operationalroles across the business, including Finance Director for
the Content Division, Group Director of IR, and Executive
Director to the Group CEO. He has held positions on
a variety of Boards as well as being a member of the
Finance & General Purposes Committee of the NationalFilm and Television School. Rob holds a BA (Hons) in
Business Studies and is a Fellow of the Chartered Instituteof Management Accountants.

Jon joined Keywords in 2019 as CFO and in 2023,
moved to his current role of COO. He has a wealth offinance, change management and M&A experience,
having held the role of Group Financial Controller andTreasurer at Rentokil Initial plc between 2015-2019. He
joined Rentokil Initial in 2008 and, held several roles,
including Programme Director in North America where
he was responsible for leading a substantial integration
programme. He subsequently became Chief Financial
Officer of the North America operations. Prior to Rentokil
Initial, he worked in PriceWaterhouseCoopers’ Assurance
practice. Jon is a Fellow of the Institute of Chartered
Accountants of England and Wales.

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernanceGeorges Fornay
Independent
Non-Executive Director
Georges has over 30 years’ experience in the technology
and video games sectors and is currently Deputy CEO
of Qobuz, the French high-quality music streaming
service. Georges worked in senior management at
Sony Computer Entertainment from 1995 to 2011,
including as CEO of the French and Swiss divisions andculminating as the Senior Vice President from 2004
to 2011. During this time he oversaw the launch of the
PlayStation Portable and PlayStation 3. Prior to this,Georges spent nine years at Commodore, the last five
years of which were as CEO of Commodore France PC
Manufacturing and Distribution. Georges has also held
significant industry-wide roles, including four years on
the Board of France’s second largest independent games
publisher, Focus Home Interactive, which is listed on
the Alternext. Four years as President of SELL, France’s
Union of Entertainment Software Publishers, where
he was responsible for representing and advocating
the industry’s and its 31 members’ interests to the
French Government.

Financial
Statements

69

Supplementary
Information

Charlotta Ginman
Independent NonExecutive Director and Senior
Independent Director
Charlotta qualified as a Chartered Accountant before
spending a career in investment banking and commercialorganisations, principally in technology-related
businesses. Charlotta began her career at Ernst & Youngin 1989, and was then appointed to a series of senior roles
in investment banking with UBS, Deutsche Bank and
JP Morgan, both in London and Singapore, where she
gained considerable M&A transactional experience.
Charlotta has also held senior roles within Nokia
Corporation, including acting as Chief Financial Officer
of its luxury mobile phone division Vertu Corporation
Limited. Charlotta is an experienced NED, currently sitting
on the Boards of Gamma Communications plc, Pacific
Assets Trust plc, Polar Capital Technology Trust plc,
Unicorn AIM VCT plc and Boku Inc. As three of Charlotta’s
roles are with investment companies that require lesstime to be dedicated throughout the year, and the rest
are AIM listed entities with less regulatory burden thana company listed on the main market, Charlotta has
sufficient time to devote to each of her roles.

Committee
membership

Audit

Nomination

Marion Sears
Independent
Non-Executive Director

Neil Thompson
Independent
Non-Executive Director

Marion had an extensive career in the City as an analyst
and subsequently in investment banking and international
M&A. Over the last 20 years she has served on a numberof private and public company boards as a Non-Executive
Director. She has acted as a Senior Independent
Director and has chaired Remuneration, Nomination andCorporate Responsibility committees during this time,
giving her long-standing PLC experience and stakeholder
understanding. Marion is currently a Non-Executive
Director at Dunelm Group plc, where she has designatedresponsibility for workforce engagement.

Neil has over 25 years’ experience in the technology
sector, holding a number of senior positions within
Microsoft Corporation. He was part of the management
team that launched Xbox into Europe and for a numberof years ran Microsoft’s Consumer and Devices businessacross EMEA. He has extensive experience of scaling
new businesses across international territories andbuilding resilient organisations in constantly changing
environments. He is a Non-Executive Director at E.P.
Barrus Ltd. and acts as a board adviser to start-up
SaaS businesses.

Keywords Studios plc

Remuneration

ESG

Committee Chair

Annual Report and Accounts 2023

70

Nominations Committee report

The key area of focus during the year was
succession planning for essential roles.
Don Robert
Chair of the Nominations Committee

Don Robert
Chair of theNominations Committee

Role and responsibilities
The Committee has written terms of reference which are available
to view on the Company’s website www.keywordsstudios.com. The
terms of reference clearly define the Committee’s responsibilities
and duties, and these were reviewed by the Committee andapproved by the Board in December 2023.

Composition and changes to the Board
and Committees
The Committee is comprised of Independent Non-Executive
Directors and is chaired by the Chair of the Board. On 1 February
2023, I was appointed as a Non-Executive Director and Chair
Designate. The former Chair, Ross Graham, sadly and unexpectedly
passed away in May and I became Chair on 15 May 2023, slightly
ahead of my planned succession at the AGM on 26 May 2023.
Following a review of the corporate governance arrangements of
the Company, it was decided to enhance the functioning of theBoard’s committees by appointing all Non-Executive Directors to sit
on all committees. This was welcomed by the Directors and, on 26
May 2023, Charlotta Ginman was appointed a member of the ESG
Committee and Georges Fornay was appointed a member of boththe Nominations Committee and Remuneration Committee.
Following a rigorous search process, we were delighted to appointRob Kingston as CFO on 1 July 2023, at which time Jon Hauck
became COO.

Succession
Succession planning is designed to consider the planned processof transition to new leadership over time and also the potential
for unforeseen change over a shorter time frame. In respect of
the longer-term Board composition, as Board members progress
through their tenure, the Committee continues to consider their
independence. In 2023, the Board was satisfied that all NonExecutive Directors continued to be independent.
The Board is committed to effectively managing leadership
succession and proactively engages with executives to assess thewider senior manager talent pool. The Board and its committees
regularly interact with executives and senior managers throughout
the year. These interactions are valuable for the Board’s decisionmaking and have helped the Non-Executive Directors to develop a
clear understanding of the strength of the management team indelivering Keywords’ strategic objectives.
Below the Board, 2023 has seen a strong focus on succession
planning for executive roles, taking into account the strategic prioritiesof the Group and the skills required to deliver them. The Board are
mindful of the need to continue to drive diversity and build a strong
talent pipeline for internal successors to key leadership roles.

Skills and experience
During the year, the Committee reviewed the size, composition andskill set of the Board and concluded that there was an appropriate
mix of experience, skills and knowledge to provide effective
leadership of its business activities. It was acknowledged that Don
Robert offers considerable corporate governance expertise, strong
M&A and that financial expertise is provided by Charlotta Ginman,
considerable M&A and remuneration experience is contributed by
Marion Sears, and deep knowledge of the industry is provided by
Georges Fornay and Neil Thompson.
Full biographical details of our Directors can be read on pages
68 to 69.

Each year, we review the performance of the Board, reflecting on
successes and challenges and the contribution of Directors, andagree actions to enhance the Board’s performance. Details of the2023 internal performance review of the Board and its committees
are provided on page 66.

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

71

Supplementary
Information

Diversity

Induction and development

The Board sees championing diversity, equity, inclusion andbelonging as one of its key commitments, for the benefit of
our workforce, industry and society. We recognise the diversity
challenges of the industry and we remain focused on improving
diversity across the entire Group from the boardroom to the studio.

Rob Kingston was appointed to the Board on 1 July 2023 and followed
a comprehensive induction programme, including meetings withmanagement teams across the Group, key external stakeholders andvisits to a number of key studio locations. These experiences served
to provide Rob with a deep understanding of the business’ operations
and environment, internal controls and risk environment, investor
relations activities and M&A.

Following changes to the Board, 25% of Directors were women as
at 31 December 2023. Charlotta Ginman is our Senior Independent
Director as well as Chair of the Audit Committee, providing extensive
financial experience to the Board.
The Committee conducts an annual review of the Board Diversity
Policy, which acknowledges that an effective Board will include
and make good use of differences in the skills, geographic andindustry experience, background, ethnicity, gender and otherdistinctions between Directors. It emphasises that, in identifying
suitable candidates for appointment to the Board, the Committee
will consider candidates on merit against objective criteria, with
due regard for the benefits of diversity on the Board and the skills,
experience, independence and knowledge which the Board as awhole requires to be effective.
Information about diversity at Keywords can be found on pages
39 to 41.

Time commitment
During the year, the Committee reviewed the time commitmentsof Board roles. External appointments held by Directors wereconsidered and assessed as providing valuable experience andinsights for Directors to apply to their role at Keywords, and do not
impact a Director’s ability to dedicate the required time to Keywords.
As three of Charlotta’s roles are with investment companies that
require less time to be dedicated throughout the year, and the rest
are AIM listed entities with less regulatory burden than a company
listed on the main market, Charlotta has sufficient time to devote toeach of her roles.

Non-Executive Directors are encouraged to be involved in specificworkshops or meetings, in line with their individual areas of expertise.
Further training and development needs are assessed on a periodic
basis and as part of Board and Committee performance reviews.

Governance
The Committee meets at least twice a year and at such other times
as the Chair or any member of the Committee may request.

Company Secretary
The Directors had direct access to the Group’s General Counsel
and Company Secretary, Andrew Kennedy, for advice on legal andcorporate governance matters.

2024 plan
The Committee has two meetings scheduled for 2024
and its attention will be remain focused on Non-Executive
Director recruitment.

Don Robert
Chair of the Nominations Committee
13 March 2024

Activities in the year
During the year, the Committee’s key activities included:— The search and selection process for the CFO role, andnomination of Rob Kingston.
— Conducting a Board effectiveness review.
— Assessing the skills, knowledge, experience and diversity
on the Board.
— Assessing the independence and time commitment ofeach Director.
— Search for additional NED.

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Audit Committee report

Continuing to oversee the implementation ofa fit for purpose Risk Assurance and Internal
Control Framework for the Group.
Charlotta Ginman
Chair of the Audit Committee

Charlotta Ginman
Chair of the
Audit Committee— Revenue recognition – we reviewed areas of material judgement
relating to revenue recognition in client contracts.
— Functional currency – we reviewed the functional currencyof the Company and presentation currency of the financial
statements in light of recent acquisitions.
— Taxation – we reviewed the Tax Policy Statement and Anti-Tax
Evasion Policy.

Introduction from the Chair
I am pleased to present, once again as Chair of the Audit Committee,
the report for the year ended 31 December 2023. This reportdetails the work of the Committee over the past year, fulfilling our
responsibilities to provide effective governance over the Group’s
financial activities.

Role and responsibilities
The Committee has written terms of reference which are available
to view on the Company’s website www.keywordsstudios.
com. The terms of reference clearly define the Committee’s
responsibilities and duties, and these were reviewed by theCommittee and approved by the Board in December 2023. In
addition to the terms of reference, the Committee has developed
an annual agenda which corresponds with the meeting schedule,
to ensure all key responsibilities are completed and managed.

Membership
The Committee is comprised of Independent Non-Executive
Directors and as a whole has competence relevant to the video
games industry. I am a Chartered Accountant and I also chair the
Audit Committees for other public companies. More information
about the Committee members and their attendance during theyear can be found on pages 67 to 69.

Key reporting issues
During the year, and as part of the year-end procedures, theCommittee considered the following key financial matters in relation
to the Group’s financial statements and disclosures with input fromboth management and the external auditor:— Business combinations – we reviewed, the key businesscombination accounting assumptions, including purchase priceallocations for our newly acquired entities, used during the year.

— Climate reporting – now a mandatory requirement for Keywords,
we reviewed the reporting regime, compliance statement andmateriality assessment. Our TCFD and CFD disclosures can beread on pages 46 to 51.
— Accounting Policy changes and their impact on our accounts
were discussed. For more, see page 107.
Furthermore, the Committee discussed as well as received
comprehensive papers on explaining management’s estimates andjudgements in connection with material accounting issues including
bad debt provisioning (IFRS 9), impairments of onerous contracts,
deferred contingent liabilities, going concern and treasury activities.
For further detail on these, see the Notes forming part of theconsolidated financial statements on pages 105 to 142.

Annual Report and financial statements
The Board has asked the Committee to confirm that, in its opinion,
this Annual Report as a whole can be taken as fair, balanced
and understandable and provides the information necessary forshareholders to assess the Group’s financial position, performance,business model and strategy. In doing so, the Committee has given
consideration to:— The way the Strategic Report (including the Chair’s statement
and reports of the CEO and CFO) presents the Group andits operations, financial and business model and the metrics
management uses to measure performance.
— Whether suitable accounting policies have been adopted andhave challenged the robustness of significant management
judgements and estimates reflected in the financial results.
— The comprehensive control framework around the productionof the Annual Report, including the verification processes inplace to deal with the factual content.
— The extensive levels of review that are undertaken in the
production process, by both management and advisers.
— The Group’s internal control environment.

— Valuation of goodwill and intangible assets – we received
goodwill impairment review results, and challenged theunderlying assumptions made.

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The Group uses certain alternative performance measures (APMs)
to present its results alongside the statutory financial statements.
These are non-GAAP measures used by management and the Board,
designed to provide the users with a further understanding of the
trading performance of the business. An explanation of the APMs
and a reconciliation to the nearest statutory equivalent measure isprovided on pages 154 to 161.
As a result of the work performed, the Committee has concluded
that the Annual Report for the year ended 31 December 2023,
taken as a whole, is fair, balanced and understandable, and provides
the information necessary for shareholders to assess the Group’s
performance, business model and strategy, and it has reported onthese findings to the Board.

Internal control and risk assurance framework
The Committee has continued to oversee the build andenhancement of the Group’s risk assurance and internal controls
framework to ensure that following the Group’s rapid expansion astrong framework is maintained. During the year, the Committee
considered and approved the implementation of a well documented,
three lines of defence model which will be appropriate to the size,
scale and growth trajectory of the Group. The first line of defence
is our studios, who are responsible for the day-to-day managementof risk and application of controls; the second line is independentGroup functions such as finance which oversees finance controls
and monitors risk management; and, finally, the third line is internal
audit, providing objective and independent assurance.
Our three lines of defence model:
The Board + Audit Committee + Remuneration Committee+ Nominations Committee + ESG Committee

Executive Committee + Risk & Compliance Committee
First Line

Second Line

Third Line

StudioGroup functions

Internal audit

Own & manage risk

Oversee &specialise in risk
management& complianceIndependent
assurance

Day-to-day
management

Risk management

Profile theassessment &managementof risk

Applicationof controls
Responsible& accountableSet businessculture (leadershipprinciples)

Financial
controls & IT
Policies, tools& procedures
Reporting& monitoring
Advise firstline of defence

Internal controls
testing
Advise first & secondlines of defence
Report to Audit,
CFO & othercommittees

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Statements

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Information

with the requisite skills and knowledge. RACMs will be monitoredwith a combination of self assessment, testing, management lettersof assurance every year as well as periodic internal audits. We willcontinue to map the implementation and advancement, and I will bepleased to report progress in next year’s report.
Twice a year, at the time of the interim results and full year results, theregional heads of operations, finance teams and Divisional directors
confirm to the Committee compliance in such areas as key policy
rollouts, risk reviews, internal controls and contract management.
The Committee regularly reviews the Company’s principal risks
on behalf of the Board, ensuring they remain relevant. Materialchanges are promptly notified to the Board, and mitigation plans arereviewed to ensure they are fit for purpose as appropriate. During2023, the Committee reviewed the risk register of each principal
risk at each meeting and received a deep dive analysis into a chosen
principal risk, and in January a comprehensive review of principal
and emerging risks was conducted, structured as a top-down
Board risk overview and bottom-up leadership team review. In 2023,
the Committee received deep dives, including, Financial Crime
and Technology Obsolescence. A comprehensive overview of ourprincipal and emerging risks can be read on pages 54 to 60.
The Committee is supported by a management-led Risk andCompliance Committee (RCC), formed in 2023, whose members
include key risk owners and functional heads from across the Group.
The RCC is chaired by Rob Kingston, CFO, and drives enhancements
to the internal controls and risk framework and reports on key
matters are delivered to the Committee on a regular basis.

Internal Audit
The Internal Audit function plays a crucial role within the Group’s
governance, risk management, and internal control framework.
The primary objective of this function is to assist the Board andexecutive management in safeguarding the organisation’s assets,
reputation, and sustainability, whilst effectively managing andmitigating risks. This involves evaluating whether significant risks
are identified and appropriately communicated by management to
the Board and executive team, and assessing the adequacy of theircontrol measures.
The Committee is responsible for overseeing and evaluating thescope and effectiveness of the Group’s Internal Audit function.
During the year, Management obtained the support of external
resources to supplement the Internal Audit function, which has beeneffective in ensuring continuity of delivery of the 2023 Internal Audit
Plan. The activities of the Internal Audit function are governed by
an Internal Audit Charter which was reviewed and approved by theCommittee during the year.
The Committee received regular updates on internal audit activities,
including:— Integration of recently acquired businesses;— Implementation and communication of Group policies;— Reviews of whistleblowing procedures;— RACMs work conducted, holding various workshops andtraining sessions;— Business assurance processes; and— IT and physical security.

We have made significant progress during the year in developing androlling out risk and control matrices (RACMs) to systematically manageand evaluate risks and controls. Various workshops were held for key
stakeholder groups to ensure RACMs were appropriate and training
sessions were conducted to ensure those responsible were provided

Keywords Studios plc

Reports are presented at each Committee meeting, providing an
update on activities, progress against the internal audit plan, resultsfrom audits and site visits.

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Key policies
The Committee remains responsible for the review and approval of
the following policies, which were reviewed and approved during
the year:— Non-Audit Services Policy.
— Employment of Former Employees of the External Auditor Policy.

Whistleblowing
Keywords operates an externally-facilitated whistleblowing portal
and has a dedicated internal cross-functional team which has provensuccessful in co-ordinating responses to protected disclosures
received. It continues to securely handle confidential or anonymous
reports in line with data privacy rules and the latest whistleblowing
legislation in relevant jurisdictions where we operate.
The whistleblowing portal gives employees and third parties theopportunity to raise any concerns they may have about possible
financial or other irregularities confidentially, anonymously if theywish. During 2023, twelve reports were received, which were fully
investigated and either substantiated and resolved or disproven(2022: eight). The greater number of reports received in the year
gives the Committee confidence that employees are aware of
the whistleblowing portal and are confident to use it without fearof retribution.

External audit
Audit services
The Auditor is appointed by the shareholders annually to provide an
opinion on financial statements prepared by the Directors. BDO, theCompany’s current Auditor, was first appointed in 2013. Currently,
Stephen McCallion acts as our lead partner.
The Auditor attends all Committee meetings. The scope of thecurrent annual year-end audit was agreed in advance with theCommittee with a focus on areas of audit risk and the appropriate
level of audit materiality. The Committee also had discussions withthe auditor on internal controls, accounting policies and areas ofcritical accounting estimates and judgements and fees.
Following the audit, BDO reported to the Committee on the resultsof the audit work and highlighted any issues identified, or that theCommittee had previously identified as significant or material in thecontext of the financial statements.
There were no adverse matters brought to the Committee’s
attention in respect of the 2023 audit, which were material andwhich should be brought to the Company’s shareholders’ attention.

Independence and non-audit fees
The non-audit services policy was reviewed and updated in 2023.
Any non-audit services are required to be pre-approved in advanceby the Committee. During the year, BDO provided non-audit services
to the Company of €10,500 (2022: €13,000), representing work
done in association with the interim accounts.
In order to fulfil the Committee’s responsibility regarding
independence of the Auditor, the Committee reviewed the seniorstaffing of the audit, the Auditor’s arrangements concerning any
conflicts of interest, the extent of any non-audit services, the fact thatno former external auditors have been employed in the business, and
the Auditor’s independence statement. The Committee is satisfied
that the Auditor remains independent.

External audit tender
BDO has been the Group’s auditor for over 10 years; however,
Stephen McCallion has only acted as lead partner for four of thesix years he has been involved with the Company’s audit and wetherefore consider that he remains independent and able to carry on
as lead partner until 2024.
BDO will remain the Company’s auditor for the year ending 31
December 2024; however, a comprehensive tender process will
be undertaken during 2024, with the view of securing a new audit
mandate for the year ending 2025.
The Committee has therefore, in accordance with the 2019 EthicalStandard, recommended to the Board that BDO continue to serve as
Auditor for the 2024 financial year.

Audit Committee effectiveness
During the second half of the year, an internal evaluation of theeffectiveness of the Board and its Committees was conducted. I
am glad to say that the Audit Committee had a positive outcome,something I am hoping we will continue to enjoy going forward.

Focus for the coming year
The Committee has five meetings scheduled for 2024. Attention
will be focused on the external audit tender process and theimplementation of the three lines of defence model.

Charlotta Ginman FCA
Chair of the Audit Committee
13 March 2024

Effectiveness
The Committee monitored and evaluated the effectiveness of
the Auditor under the current terms of appointment based on anassessment of the Auditor’s performance, qualification, knowledge,
expertise and resources. The Auditor’s effectiveness was also
considered along with other factors such as audit planning andinterpretations of accounting standards and separate discussions
with management (without the Auditor present) and with the Auditor(without management present). I also held discussions with the audit
partner throughout the year outside of Committee meetings.
The Committee was satisfied that the audit was effective and that
BDO continues to demonstrate the skills and experience needed tofulfil its duties effectively.

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Directors’ Remuneration report

Focusing on fair pay for all employees,
competitive rates for the workforce and astructure for the leadership that supports
long-term value creation and aligns withshareholder experience.
Marion Sears
Chair of the Remuneration Committee

Marion Sears
Chair of theRemuneration Committee

Introduction from the Chair
I am pleased to present the Directors’ Remuneration Report for theyear ended 31 December 2023. The Company has chosen to adopt
the corporate governance Code for Small and Mid-sized Quoted
Companies published by the Quoted Companies Alliance; however,
we recognise the importance of transparency and high standards ofcorporate governance so this report contains disclosures similar to
those required by the UK Corporate Governance Code. You will also
see that our new Remuneration Policy, set out in this report and underwhich 2024 awards will be made, broadly follows the Principles andProvisions of the UK Corporate Governance Code.

Business performance and Executive pay outcome
for 2023
The Group delivered resilient growth in a difficult year for theindustry that was impacted by a slow-down in player spend,industry-wide cutbacks and US entertainment strikes. Against
this backdrop revenues were €780.4m, representing year-onyear growth of 13.0% including our five acquisitions, and adjusted
operating profit increased 6.5% to €122.0m. We continued to growour market share and industry leadership position and management
made considerable progress against our strategic objectives. Cashgeneration remained healthy and conversion was over 80%.
We saw strong performance in our Create division, however our
Globalize and Engage divisions experienced challenges due to US
strikes, lower client activity and delayed project work, reflecting thecurrent mixed market backdrop in the video gaming industry. This
performance and backdrop, together with an equity market focus
on the impact of AI on future performance, resulted in the shareprice falling during the year. Whilst we expect to deliver strong
revenue and profit growth in 2024, the executive pay outcomesfor 2023 reflect performance and shareholder experience in theyear. The Committee awarded a bonus of 18% of salary which
it believes reflects the strategic progress in the year and the

Keywords Studios plc

strong cash generation. Bertrand Bodson and Rob Kingston did
not receive any LTIP vesting as they joined the business in 2021
and 2023 respectively, but Jon Hauck received an LTIP vesting for
performance over the three years to May 2023 based on relative
TSR performance, together with the automatic vesting of tranchesof salary shares. Accordingly, the Single Figure remuneration earned
by the CEO was £777,700, that earned by the CFO was £231,300
and that earned by the COO was £1,177,500. The Single Figure
published for our COO, Jon Hauck, includes the LTIP at a face valueof £658,500 at the time of vesting in May 2023.

2023 Remuneration
Base salaries are reviewed each April and the salary for Bertrand
Bodson increased by 3.5% to £621,000 in April 2023. Jon Hauck did
not receive an increase in 2023 as CFO because he was promoted
to COO-designate in October 2022 and received an increase at thattime to £390,000. Rob Kingston joined on 1 July 2023 to succeed Jon
as CFO on a base salary of £375,000.
The bonus opportunity in 2023 under our old Policy represented
30% of base salary and was measured against financial metrics(60%) and non-financial metrics (40%). Targets were set in line withour budget and strategic priorities and achievement against targets
is described on page 85. This led to a payout of 18% of salary.
The LTIP represents 275% of salary for the Executive Directors andthe performance period has historically been three years to May.
From 2023, the LTIP performance period is aligned with the calendar
and financial year, more in line with market norms. Up to andincluding awards made in 2023, the entire LTIP has been measured
against TSR relative to the FTSE 250 index excluding investment
trusts. Whilst in-flight LTIPs may not vest unless we deliver a shareprice recovery, the 2023 LTIP vesting covered the performance
period May 2020-May 2023 and delivered 100% vesting to Jon
Hauck. No discretion was applied and Jon retained these shares
which count towards his required shareholding.

Workforce Remuneration
All employees received a regular salary increase on 1 April 2023.
Our workforce is complex in structure, being in 26 countries with pay
scales varying between hourly paid and flexible workers and highly
paid engineers and artists. For 2023 we again took the decision
to invest more in the pay of lower paid employees and the global
workforce average increase was 6.2% compared with a standard
increase for Board and Executive Committee (ExCo) of 3.5%.

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Stakeholder considerations

2024 remuneration

The Committee has balanced the interests of shareholders andemployees in reaching a determination that the remuneration
outcomes described above are fair and reasonable and that nodiscretion needed to be exercised to adjust outturns or to address
windfall gains. In coming to this conclusion, the Committee took into
account the following factors:

In line with our Policy, executive salaries increase in line with, or
below, any increase paid to the UK workforce. As such, on 1 April
2024 executive salaries will increase by 4%, whilst the salaries ofour colleagues based in the UK and Ireland will increase by at least
4.5%. In 2024, implementation of the new Policy will mean we award
higher bonus opportunities of 75% of salary to the CFO and COO
and 125% of salary to the CEO, with an increased weighting (70%) on
financial metrics to recognise the importance of sustainable annual
financial performance. We will award the same LTIP quantum as
before (275% of salary to all three Executive Directors) and 50% will
be measured against TSR relative to the FTSE 250 index (excluding
investment trusts), 35% will be measured against other financial
measures and 15% will be measured against important ESG targets.
We will explain bonus outcomes at the year end, and you can finddetails of the LTIP targets for the period 2024-2026 which will be
used in forthcoming awards, on page 87.

— The Group has delivered resilient growth in the context of adifficult market backdrop.
— The Group continued to pay dividends to shareholders in linewith the dividend policy.
— The LTIP shares vesting in the year to the COO were retainedby him.
— The employee net promoter score (eNPS) remained at a goodlevel overall despite difficult market conditions.
— Lower-paid employees received higher percentage increases insalary than management.

Remuneration policy review
During 2023, the Committee undertook a detailed review of theexecutive remuneration framework which included consultation
with major shareholders, and we are grateful for the input provided
and support shown for our proposals. We listened to feedback
from shareholders and amended the final Policy structure as aconsequence. The new Policy will bring the remuneration structure
for our three Executive Directors into line with the increased sizeand complexity of Keywords and provide the structure we needto support our growth in the future. As part of this change we are
increasing maximum bonus opportunities to more competitive levels.
Awards will be subject to stretching performance targets, with 70%of the bonus based on financial measures, and the measures for LTIP
awards updated to capture a broader assessment of performance,
including a return on capital employed (ROCE) underpin. To
strengthen the alignment with shareholder interests an elementof bonus deferral has been introduced for the CEO, and a holding
period will be introduced for LTIP awards. Details are set out on page
85 and shareholders can be assured that our overall philosophy
is unchanged, being to maintain a focus on pay for performanceand retain our weighting to long-term value creation and ensurealignment with shareholders.

Keywords Studios plc

Further engagement
We have engaged extensively with shareholders over the last few
years as we have reshaped our Remuneration Policy to reflect thesize and complexity of Keywords and to provide the framework weneed to support our growth in the future, and we now expect thisnew Policy to remain in place for several years. You will see we haveincorporated feedback and set stretching targets and I look forward
to receiving your support at our 2024 AGM. In the meantime, if you
would like to discuss any aspect of our approach to remuneration,please feel free to contact me via our Company Secretary.

Marion Sears
Chair of the Remuneration Committee
13 March 2024

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Section 1: Directors’ Remuneration Policy
Executive Directors’ remuneration at a glance
The following is a summary of the key components of Executive Director remuneration, including changes and implementation in theforthcoming financial year.
Element

Remuneration in 2023

Remuneration in 2024

Base salaryWith effect from 1 January 2023

With effect from 1 January 2024

CEO: £600,000
CFO/COO Designate: £390,000
With effect from 1 April 2023

CEO: £621,000
COO: £390,000
CFO: £375,000

CEO: £621,000
CFO/COO Designate: £390,000

With effect from 1 April 2024

With effect from 1 July 2023
CEO: £621,000
COO: £390,000
CFO: £375,000

CEO: £645,800
COO: £405,600
CFO: £390,000

Pension

5% of base salary for all Executive Directors, in line with UK workforce No change

Annual bonus

Maximum opportunity of 30% of base salary based on:— Financial targets, including turnover and profitability(weighted 60%)
— Non-financial objectives (weighted 40%)

CEO:
Target: 62.5% of salary
Maximum: 125% of salaryPartial bonus deferral applies – deferral of any bonus earned in excess
of 50% of maximum for at least one year
CFO and COO:
Target: 37.5% of salary
Maximum: 75% of salary
Measurement:
70% financial targets (including adjusted operating profit 50%,
total revenue 20%)
30% non-financial targets based on strategic measures

LTIP

275% of base salary for Executive Directors, subject to theCompany’s TSR performance versus the FTSE 250 Index (excl.
investment trusts) over a three-year performance period
Shareholding requirements apply

275% of base salary for Executive Directors, measured:— 50% relative TSR (vs the FTSE 250 Index excl. investment trusts)— 25% organic revenue growth— 10% adjusted cash conversion rate
— 15% ESG targets
LTIP vesting is subject to a return on capital employed underpin
One-year holding period applies to 50% of 2024 awards vesting

Policy and principles
The Remuneration Committee determines the Company’s policyon the remuneration structure for the Executive Directors andExecutive Committee members plus the Company Secretary, and is
responsible for oversight of the Remuneration Policy for the broader
employee population.
The objectives of this policy are to:— Reward executives in a manner that ensures they are properly
incentivised and motivated to perform in the best interestsof shareholders;— Provide a level of remuneration required to attract, motivate andretain high-calibre individuals;— Encourage value creation, through consistent and transparentalignment of incentive arrangements with the agreed Company
strategy over the long-term; and— Ensure the total remuneration packages, comprisingboth performance-related and non-performance-related
remuneration, are designed to motivate the individual, aligninterests with shareholders and comply with good corporate
governance practice.

Keywords Studios plc

The Remuneration Committee believes these objectives are best
achieved by a remuneration structure whereby:— Base salaries are targeted at up to median vs relevant
comparator groups. In 2021 and 2022, the award of salary shares
was used to compensate for base salaries at the lower quartile of
relevant comparator groups and to ensure a more competitive
position is achieved in a structure aligned with shareholders.
From November 2022, we moved to a more typical marketcompetitive base salary structure and there is no intention touse salary shares going forward;— Annual bonuses are targeted at up to median vs relevant
comparator groups, with a maximum of 125% of base salary for
the CEO and 75% of base salary for the COO and CFO;
— Long-term incentives are set at upper quartile, being the meansby which executives can earn significant rewards if shareholders
likewise have obtained a good return; and— We consider the FTSE 250 overall to be a good comparatorgroup and use this for relative TSR measurement. We also
consider technology and AIM company peer groups whensetting remuneration.

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Section 1: Directors’ Remuneration Policy C O N T I N U E D
Executive Director remuneration components
Various remuneration components are combined to ensure an appropriate and balanced remuneration package which reflects the size andcomplexity of the Group, the executive’s experience, responsibility and position, as well as wider market conditions. For this, the Remuneration
Committee takes into account the performance of the individual, comparisons with peer companies and, where considered appropriate,
reports from external independent consultants.
The remuneration package comprises the following elements:— Fixed remuneration (base salary, benefits and pension)— Performance-based remuneration (annual bonus and share awards)
These elements are detailed in the table below, which refers to the structure used for the Executive Directors; the structure is cascaded down
to the ExCo and leadership team with variation in quantum according to level.

New policy
During 2023, the Remuneration Committee reviewed the pay structure for the Executive Directors with a particular focus on how the
package incentivises management, appropriately reflects the strategic priorities of the Group (focused on continued strong growth), and theappropriateness of the financial and non-financial performance conditions applied. The Chair of the Remuneration Committee consulted
with our largest shareholders to seek their views on the structure and proposed changes. As a result, the Committee amended the structure
to bring it in line with the increased size and complexity of the Group and revised performance conditions to more effectively link the
remuneration of Executive Directors with the long-term success of the Company and interests of shareholders.
Our new Policy is set out below. As we explained during consultation, the new Policy increases annual bonus opportunities to be morecompetitive with market practice in FTSE 250 companies, increases the weighting on financial metrics for the bonus to recognise theimportance of sustainable annual financial performance and increases the number of LTIP metrics used whilst retaining our weighting to
the long term to ensure alignment with shareholders and a focus on long-term value creation. In conjunction with increased quantum, andto ensure shareholder alignment, we have introduced a partial bonus deferral for the CEO, a ROCE underpin for LTIP vesting and a one-year
holding period following LTIP vesting.
Accordingly, we have increased CEO variable quantum to 400% of salary and CFO/COO quantum to 350% of salary. We recognise thatin conjunction with awarding a higher quantum, shareholders will expect us to set stretching targets and we envisage 50% of bonus will
pay out for on-target performance. This compares with previous years when all of the 30% of salary bonus has typically paid out for
on-target performance. Therefore, the on-target performance for the bonus for the CEO will increase from 30% to 62.5% of salary, andfor the CFO and COO will increase from 30% to 37.5% of salary, with most of the increased opportunity linked to targets for delivering
above-budget performance.
Purpose and link to strategy

Operation

Opportunity

Performance measures

Base salaries are reviewed by
the Committee annually andbenchmarked periodicallyagainst comparable roles atcomparable companies ofsimilar size and complexity.
Paid in cash.

Salaries are set on a case-by-case basis
to reflect the role, the experience andqualifications of the individual.

n/aBase salary
To attract and retain talented
executives to deliver the Group’s
strategy, by ensuring basesalaries and the implied total
package are competitive in
relevant talent markets, whilst
not overpaying.

Base salary increases for the executives
take into account personal performance,
Group performance, significant changes in
responsibilities, the average increase awarded
to the wider workforce, and competitivemarket practice.
In the normal course, the expectation isthat base salary will increase annually in line
with, or below, any increase paid to the UK
workforce.

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Operation

Opportunity

Performance measures

At the discretion of theRemuneration Committee, an
executive may participate in a
pension scheme facilitated by
the Company.

The Company provides access to pension
schemes based on local legal requirements
or where expected by local labour
markets. Contributions meet the minimum
requirements or are of a modest level.

n/a

The Company also provides
access to Group benefit
schemes, where appropriate
by region, which may include
moderate contribution towards
private health insurance, deathin service cover and otherGroup-based benefits.

Basic additional benefits may also be provided
where available and where considered thenorm for managerial positions in similarbusinesses.

Executives are eligible toparticipate in an annual
bonus scheme.

Up to a maximum of 125% of base salary for
the CEO and 75% of base salary for the COO
and CFO.

The Remuneration Committee
reviews the range andweightings of financial andnon-financial performancemeasures each year.

For the CEO, any cash bonus in excess of halfof the maximum opportunity will be used topurchase Company shares which would thenbe held for at least one year.

LTIP grants are made annuallyin the form of nominal value
share options which vest
subject to performance
conditions measured overthree years. Once vested,awards may be exercised up
to 4 years from grant.

Maximum opportunity 275% of base salary.
Vesting of LTIP awards is subject to
Dividends are accrued over the vesting period. continued employment during theperformance period and the achievementof performance conditions. 50% of the
LTIP is measured by relative-TSR, 35% by a
combination of other financial targets, and
15% by ESG targets.

Pension and benefits
To provide an appropriate
structure and level of postretirement benefit for executives
in a cost-efficient manner thatreflects local market norms in
the relevant jurisdiction.

An amount is paid equivalent to a percentage
of base salary not exceeding the average paidin respect of the local workforce (currently 5%in the UK).

Annual bonus
To provide an award whereindividual and Company
performance have met or
exceeded expected levels.

For the COO and CFO, the bonus is paidin cash.

The portion of bonus earned in any one year
depends on the Remuneration Committee’s
assessment of the overall performanceof the Company against predeterminedtargets for the year. Performance targets
are 70% weighted on the Company’s
financial performance and 30% weighted on
performance against strategic targets. The
Remuneration Committee has discretionover outcomes.

LTIP
To incentivise delivery against
total shareholder return targets
and align the interests ofexecutives and shareholders ingrowing the value of the Groupover the long term.

Malus and clawback
provisions apply.
A holding period of one year
applies to 50% of vested LTIP
awards granted in 2024 and100% for vested LTIP awards
granted thereafter.

LTIP vesting is subject to a ROCE underpin
where the Committee considers whether
the return generated is in line with theBoard’s expectations, and if not considers
reducing the vesting level. The Committee
has the discretion to adjust the outcome in
exceptional circumstances to ensure it is afair reflection of underlying performance.
Further details, including the performancetargets attached to the LTIP in respect ofeach year, will be disclosed in the relevant
implementation report on remuneration(subject to these being considered not tobe commercially sensitive).
For Executive Directors, a one-year holding
period applies to LTIP shares vesting (after
tax and NI) and upon release at least 25%
must be held to build towards the required
shareholding of 250% of base salary. In thefirst year of the holding period introduction(2024), the holding period will only apply to
50% of shares vesting.

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Section 1: Directors’ Remuneration Policy C O N T I N U E D
Executive Director shareholding guidelines
Executive Directors are encouraged to build and maintain over time a shareholding in the Company. To align the interests of Executive Directors
with those of shareholders, and to promote long-term thinking, the Remuneration Committee imposes shareholding requirements which apply
to all LTIP awards made to Executive Directors. The Committee has adopted shareholding requirements which apply both during employment
and for a period following employment, although the Remuneration Committee retains the right to waive this requirement in exceptional
circumstances such as death, ill health or severe financial hardship.
All Executive Directors are required to build a shareholding equivalent to 250% of base salary. This may be built over time, but with a requirement
to hold 25% of any LTIP shares vesting (after tax and NI) until the required shareholding level is achieved. A one-year holding period applies
to 50% of any vested LTIP awards granted in 2024, and 100% for vested LTIP awards granted thereafter. On departure, an Executive Director
must continue to hold the required shareholding (or their actual shareholding if lower) for 12 months. These conditions preserve alignment of
Executive Director remuneration and the experience of shareholders.
Details of the Executive Directors’ current shareholdings are provided on page 88.

Recovery provisions (malus and clawback)
Recovery provisions may be applied to the annual bonus and LTIP awards in cases of fraud, dishonesty or deceit, gross misconduct or material
financial misstatement in the audited financial results of the Group. The Remuneration Committee may determine that an award is cancelled inits entirety or be reduced to the extent they see fit.
Malus provisions apply which enable the Committee to determine before the payment of an annual bonus or the vesting of an LTIP award, thatthe bonus opportunity or LTIP award may be cancelled or reduced. Clawback provisions apply which enable the Committee to determine for up
to two years following the payment of a cash bonus or the vesting of an LTIP award, that the amount of the bonus paid may be recovered andthe LTIP or share award may be cancelled or reduced (if it has not been exercised) or recovery may be applied to it (if it has been exercised).

Use of discretion
The Remuneration Committee may apply its discretion when agreeing any remuneration outcomes, to help ensure that the implementation of
our Remuneration Policy is consistent with underlying Company performance and is equitable to all parties.

Process for determining the Remuneration Policy
The Committee periodically reviews the Remuneration Policy to ensure it reflects, if appropriate, trends in remuneration design and governancedevelopments, taking into account market practices, best practices, and revisions to the pay guidelines published by major investors and theirrepresentative bodies. In approving any changes to the policy, the Committee considers the impact on individual Executive Directors and as wellas the consistency of pay structures and levels throughout the organisation. The Committee uses specific pay benchmarking studies, whenrelevant, to ensure Keywords’ remuneration levels are positioned at the appropriate level. If major changes are considered for Executive Director
remuneration, the Committee will undertake a consultation of major shareholders and relevant proxy agencies to ensure their feedback is taken
into account before implementation.

Executive Director service contracts
In accordance with general market practice, each of the Executive Directors has a rolling service contract. The following table shows the dateof the service contract for each Executive Director in post during 2023.
Executive Director

Position

Date of appointment

Date of service agreement

Notice period

Bertrand BodsonCEO

1 Dec 2021

19 Sept 2021

6 months

Jon Hauck

COO

14 Oct 201930 Sept 2019

6 months

Rob Kingston

CFO

1 July 2023

20 June 2023

6 months

Remuneration for the wider workforce
In addition to determining the pay of the Executive Directors and ExCo members plus the Company Secretary, the Committee is responsible
for overseeing the pay conditions of the wider workforce. The Committee seeks to understand the interests of the workforce by receiving
reports from management on the global employee survey and town hall events, and benchmarking surveys provide a view of pay conditionsin the context of the broader environment.
Keywords currently employs around 13,000 people in 26 countries on a variety of permanent and flexible contract types, and salary levels
range across our service lines from minimum wage equivalent to highly paid technical experts. The complexity of this matrix means that
remuneration is necessarily structured by country and division; however, consistent principles are applied in doing so, and the Committee
provides support, advice and guidance to management in determining the appropriate structure across the Group. Annual salary reviewsnormally take place to account for high performance, local pay and market conditions.
Many permanent employees are eligible to participate in the annual bonus scheme. Performance metrics for the bonus are set to reflect
an individual’s specific objectives and are designed to reward over-performance and collaboration.

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The remuneration principles applied for senior managers and senior roles are consistent with those applied to executive remuneration –to promote growth, achieve strategic objectives and contribute to the long-term success of the Group.
As such, objectives and performance conditions set for the bonus and share awards of Executive Directors are cascaded through theorganisation to align the whole workforce strategically. In total, over 1,700 employees received share awards in 2023. Two types of shareaward are used: LTIPs and RSUs. LTIPs vest after a three-year performance period and are subject to continued employment and the same
performance measures applied to executive awards. These are principally used for senior managers who have a role in executing Groupstrategic objectives and ensures alignment across the entire senior leadership team. RSUs are not subject to a performance measure but are
subject to continued employment over two years. These are principally used as a retention mechanism for key roles across the Group.
Our all-employee savings scheme, the Employee Share Purchase Plan (ESPP), allows our employees to save up to £416 per month and at theend of a defined savings period purchase Keywords shares at a 15% discount. The ESPP is a benefit provided on equal terms to all employees ineligible countries and offers a savings opportunity and promotes share ownership by our employees. In 2023, over 400 employees participatedin the ESPP.
The Board does not accept a pay differential between men and women in the same role and reviews annually an internal global gender pay
gap report. At 31 December 2023, there were around 13,000 employees globally, of which 26.7% were women (by voluntary disclosure), andthe Committee noted that gender balance varied by geography and division. In 2023, there was continued focus on the recruitment of womenand our continued sponsorship of Women in Games demonstrates our commitment to improving the gender balance in the industry as awhole. The Group complies with equal pay directives across all its locations, conducting periodic assessments and analysis, and the Board issatisfied that there is equal gender pay given location and roles. Gender, diversity, inclusion, equity and belonging are an important focus for
our ESG Committee, and the Remuneration Committee has included targets relating to this topic in the LTIP ESG metrics for 2024.
The CEO pay ratio presented on page 87 relates to our UK workforce of 883 employees as this is considered the most appropriate comparatorgroup for the purpose of the ratio.

External appointments held by Executive Directors
The Board believes that external appointments can be useful in providing wider commercial context and providing a personal development
opportunity for an Executive Director; however, any external time commitments must be carefully considered. Executive Directors may notaccept any external appointment without the consent of the Board. Any associated fees are retained by the Executive Director.
Bertrand Bodson currently holds one non-executive position. Jon Hauck and Rob Kingston do not hold external appointments.

Consideration of shareholder views
AGM voting and other shareholder feedback is important in shaping the Company’s implementation of its Remuneration Policy as well as any
changes to the Policy. The Committee engaged with shareholders and representative agencies before and after the 2023 AGM, as well as laterin 2023 to explain the intended changes to remuneration structure and measures, events during the year and priorities for the coming year.
The Committee will continue to engage with shareholders in advance of the 2024 AGM.

Leaver treatment
Fair treatment will be extended to departing executives. The Group’s policy on termination payments is to consider the circumstances on acase-by-case basis, taking into account the relevant contractual terms in the executive’s service contract and the circumstances of termination.
Executives who resign or are dismissed for cause are, by default, not eligible for an annual bonus if they have left or are under notice at date ofpayment and forfeit all unvested LTIP shares, including salary shares.
Good leavers (normally including such circumstances as retirement, death, disability and redundancy) are permitted to exercise unvested LTIP
awards, reduced pro rata to reflect the remaining vesting period (unless such reduction is waived by the Remuneration Committee) and to
the extent that the performance criteria are met over the full performance period. At its discretion, the Remuneration Committee may allow
the acceleration of vesting to the termination date, for which the achievement of the performance condition would be at the discretion of
the Committee.
On a change of control, all unvested LTIP awards and salary shares may be exercised in full at the time of the event subject to discretion by the
Remuneration Committee. It is intended that the Committee would only apply discretion to reduce vesting if the change of control took place
due to poor underlying performance. A rollover of unvested awards into new awards may also be offered.

Pay for performance scenario analysis
The charts below provide an estimate of the potential future reward opportunities for the CEO, CFO and COO and the potential split between
the different elements of remuneration under four different performance scenarios: “Minimum”, “On-target”, “Maximum” and “Maximum +50%
(share price appreciation)”. These charts illustrate how performance-orientated and long term the Company’s remuneration arrangements are,with the majority of the remuneration opportunity being delivered only under the “Maximum” scenarios. We have also included a bar showing
the value of the actual package paid for 2023. However, it should be noted that the value of LTIPs vesting has since reduced due to the shareprice decline.
Potential reward opportunities are based on the Remuneration Policy, applied to current base salaries and incentive opportunities under thisnew Policy. Note that the LTIP awards granted in a year will not normally vest until the third anniversary of the date of grant, and the projectedvalue excludes the impact of share price movement except in the “Maximum +50%” scenario.

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Section 1: Directors’ Remuneration Policy C O N T I N U E D
Pay for performance scenario analysis continued
Bertrand Bodson

Jon Hauck

Max +50%£4,112k

Max +50%

Maximum£3,232k

Maximum£1512kOn-target£672k

Minimum

Actual 2023

£777k

Actual 2023

1,000

£1,829k£849k

On-target

Minimum

0£2,382k

2,000

3,000

£422k
£1,178k
0

4,000

1,000

2,000

3,000

4,000

Rob Kingston
Assumptions:£2,287k

Max +50%

Actual 2023: Fixed remuneration (2023 base salary, benefits and pension),bonus paid for 2023 and LTIPs vesting in 2023.

£1,756k

Maximum

Minimum: Fixed remuneration only (2024 base salary and pension).
On-target: Fixed remuneration as above, plus target bonus (50% of
maximum) and threshold LTIP vesting (25% of maximum opportunity).

£815k

On-target

Maximum: Fixed remuneration, plus maximum bonus (125% of base salary
for CEO and 75% salary for COO and CFO) and full vesting of LTIP awards.

£405k

Minimum

Maximum+50%: As per Maximum scenario but with an assumption ofshare price growth of 50% over the three-year performance period for
LTIP awards.

£231k

Actual 2023
0

1,000

2,000

3,000

4,000

Fixed

Short-termLong-term

Chair and Non-Executive Director fee policy
The Chair and Non-Executive Directors receive fees for preparation for and attendance at Board and Committee meetings. The Company
does not operate any pension scheme for Non-Executive Directors, nor do they participate in any variable pay plan. Any reasonable business
expenses (including tax thereon) may be reimbursed. Following a comprehensive review in 2023, Non-Executive Director fees will rise in linewith Executive Director base salaries going forward.

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Section 2: Implementation of the Remuneration Policy in 2023
The Remuneration Committee
The members of the Remuneration Committee in 2023 were Marion Sears (Committee Chair), Neil Thompson, Charlotta Ginman, Ross Graham(until 13 May 2023), Don Robert (following his appointment on 1 February 2023) and Georges Fornay (from 26 May 2023).
The members are all independent Non-Executive Directors. In the year ended 31 December 2023, the Remuneration Committee met on six
scheduled occasions. Members attended all Committee meetings for which they were eligible to attend throughout the year. Full attendance
details are provided on page 67. At the request of the Committee Chair, the CEO, CFO, COO, Chief People and Culture Officer, Head of Reward
and the Group’s external remuneration adviser may also attend meetings.
The Chair of the Remuneration Committee met with shareholders, key investors and relevant proxy agencies in 2023 to obtain input andfeedback on proposed changes to the Remuneration Policy.
The remit of the Committee is to determine and agree with the Board the framework for the remuneration of the Chair, Executive Directors,
the Executive Committee, the General Counsel and Company Secretary, and also oversee the share awards and Remuneration Policy for thewider workforce. No Director is involved in any discussion or decision about his or her own remuneration.
The Committee engaged Deloitte LLP to provide independent advice to the Committee during the year. Deloitte has been the independent
advisor to the Committee since 2022 and were appointed by the Committee following a competitive tender process. Deloitte are signatories
to the Remuneration Consultants’ Code of Conduct, and the Committee is satisfied that the advice that it receives is objective andindependent. Total fees for advice provided to the Committee were £55,100 in the period to 31 December 2023 on a time and materials basis.
The Deloitte engagement partner and advisory team that provide remuneration advice to the Committee do not have any connections with
the Group or individual Directors that may impair their independence.

Directors’ emoluments
The remuneration for the Directors of the Company for the year ended 31 December 2023 is detailed in the table below:
2023 Fixed pay £’000

2023 Total
remuneration

2023 Variable pay £’000

Cashsalary/fee

SalarySharesBenefits

Pension

Total

Bonus

LTIP

Total

£’000

Bertrand Bodson

615.8

–

19.3

30.8

665.9

111.8

–

111.8

776.7

Jon Hauck

Director

390.0

–

1.9

25.1

417.0

70.2

658.5

728.7

1,177.5

1

Rob Kingston

187.5

–

0.6

9.4

197.5

33.8

–

33.8

231.3

2

Ross Graham

49.2

–

–

–

49.2

–

–

–

49.2

Don Robert

255.4

–

–

–

255.4

–

–

–

255.4

Georges Fornay

73.0

–

–

–

73.0

–

–

–

73.0

Charlotta Ginman

81.8

–

–

–

81.8

–

–

–

81.8

Marion Sears

73.8

–

–

–

73.8

–

–

–

73.8

Neil Thompson

62.2

–

–

–

62.2

–

–

–

62.2

1,788.7

–

21.8

65.3

1,875.8

215.8

658.5

874.3

2,780.9

3

TOTAL
1.

Rob Kingston was appointed a Director of the Company on 1 July 2023.

2. Ross Graham ceased to be a Director of the Company on 13 May 2023.
3. Don Robert was appointed a Director of the Company on 1 February 2023.

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Section 2: Implementation of the Remuneration Policy in 2023 C O N T I N U E D
The remuneration for the Directors of the Company for the year ended 31 December 2022 is detailed in the table below:
2022 Fixed pay £’000

2022 Total
remuneration

2022 Variable pay £’000

Cashsalary/fee

SalarySharesBenefits

Pension

Total

Bonus

LTIP

Total

£’000

Bertrand Bodson

600.0

–

5.0

30.0

635.0

174.0

–

174.0

809.0

Jon Hauck

317.7

60.0

2.0

15.9

395.6

113.1

1,584.1

1,697.2

2,092.8

514.2

–

1.0

–

515.2

–

–

–

515.2

95.7

–

–

–

95.7

–

–

–

95.7

29.6

–

–

–

29.6

–

–

–

29.6

Giorgio Guastalla

4.3

–

–

–

4.3

–

–

–

4.3

Georges Fornay

66.4

–

–

–

66.4

–

–

–

66.4

Director

Sonia Sedler

1

Ross Graham
David Reeves

2
3Charlotta Ginman

69.4

–

–

–

69.4

–

–

–

69.4

Marion Sears

65.6

–

–

–

65.6

–

–

–

65.6

Neil Thompson

59.7

–

–

–

59.7

–

–

–

59.7

1,822.6

60.0

8.0

45.9

1,936.5

287.1

1,584.1

1,871.2

3,807.7

TOTAL
1.

Sonia Sedler left the Company on 18 March 2022 and her cash salary figure includes payments made on leaving.

2. David Reeves stepped down as a Director on 20 May 2022.
3. Giorgio Guastalla stepped down as a Director on 26 January 2022.

Salaries in 2023
The salaries for the Executive Directors in 2023 were as set out below, following an increase of 3.5% in April for Bertrand Bodson at the time of
the annual review:— Bertrand Bodson: £621,000— Jon Hauck: £390,000— Rob Kingston: £187,500 (appointed on 1 July 2023 on a annual salary of £375,000)
In May and September 2021, Jon Hauck was awarded salary shares to supplement his base salary, which were subject to phased vesting with
one-third of the award vesting on the anniversary of the date of grant each year, subject to continued employment. Accordingly, 1,396 salaryshares vested automatically in May 2023 and 410 salary shares vested automatically in September 2023. In total, 2,662 salary shares remain
outstanding, with vesting dates in 2024 and 2025. The Committee does not intend to award further salary shares to Executives.

PensionDuring 2023, the Executive Directors were paid pension contributions of 5% of salary, in line with the rest of the UK workforce.

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Annual bonus outcome for 2023
During 2023, the Executive Directors participated in the annual bonus scheme, and were eligible to earn awards of up to 30% of base salary,subject to the attainment of specific targets. The portion of bonus earned in the year was dependent on Company performance with 60%
weighted against financial targets for the year in line with our financial KPIs (see pages 26 and 27) and 40% weighted on the assessment
against non-financial strategic targets.
The financial targets were based on revenue (weighted 20% of bonus), adjusted profit before tax (20%) and cash conversion (20%).
The non-financial objectives related to the strategic priorities for the business in 2023, including strategic partnerships, M&A, technology andcybersecurity and One Keywords (culture and talent). Performance against all the targets set for the year was assessed by the Committee,
and the Committee determined that each Director earned a bonus equating to 18% of salary, as shown in the table below.

2023 Executive Bonus outcomes
Bonus element

TargetAchievement% Salary outcome

20%

Revenue

Below target threshold

0%

20%

Adjusted profit before tax

Below target threshold

0%

20%

Cash conversion

Exceeded maximum target of 80%

6%

10%

Strategic partnerships

Gained market share

3%

10%

M&A and adjacent markets

Accretive acquisitions, improved integration process
and return on capital employed of 16.4%

3%

10%

Technology, including cybersecurity

New leadership, improved cyber rating, automation/AI
increasingly used in client contracts

3%

10%

One Keywords and culture, talent and Increased gender %, good eNPS, HRIS business case,capability
Glassdoor score constant with lower frequency ofnegative comments

3%

60% Financial

40% Non-Financial

Total

18%
Formulaic outcome, %of base salary

Bonus for 2023£'000

Bertrand Bodson

18%

111.8

Jon Hauck

18%

70.2

Rob Kingston*

18%

33.8

Director* appointed 1 July 2023 so received bonus for six months pro rata.

Long-term incentives vesting in 2023
On 1 May 2020, Jon Hauck was awarded 25,000 LTIP options. Vesting of the awards required Keywords TSR to outperform the FTSE Small Cap
Index over a three-year period. Threshold vesting (10% of the award) required TSR performance in line with the Index and full vesting required
exceeding the Index TSR by 20% over the performance period. The Company’s TSR performance over this period substantially outperformedthat of the Index, resulting in full vesting in May 2023 of 25,000 shares in total. No discretion was applied.

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Section 2: Implementation of the Remuneration Policy in 2023 C O N T I N U E DLong-term incentives outstanding and granted during 2023
LTIP awards granted to the Executive Directors in May 2021 and May 2022 remained outstanding during 2023 and in May 2023 Bertrand Bodson
and Jon Hauck were awarded LTIP shares equivalent to 275% salary. Vesting of all the awards require Keywords TSR to outperform the FTSE 250
Index (excluding investment trusts) over a three-year period. Threshold vesting (25% of the award) will be earned for TSR in line with the Indexand full vesting will be earned for exceeding the Index TSR by 20% over the performance period. The performance period for awards made in
2021 and 2022 is for three years to May, and the performance period for awards made in 2023 is three years to December 2025.
Bertrand Bodson’s LTIP award in 2021 was made on his appointment on 1 December 2021, and he was also awarded a one-off grant of restricted
shares with a face value of 100% of salary in compensation for awards forfeited on joining Keywords. The conditional LTIP shares will vest basedon performance over the period to May 2024, in line with other LTIP awards granted in 2021, and the restricted shares will vest in December
2024, subject to continued employment.
Rob Kingston was granted an LTIP award on 2 August 2023 following his appointment, which will vest based on performance over the period to
31 December 2025, in line with other LTIP awards granted in 2023, subject to continued employment.
The number of performance-based LTIP shares granted to the Executive Directors in 2023 is summarised in the table below.
Number of shares granted
at nominal value of £0.01

Value as % of salary

Performance period

Vest date

Bertrand Bodson

71,996275%

1 January 2023 – 31 December 2025

19 May 2026

Jon Hauck

45,215275%

1 January 2023 – 31 December 2025

19 May 2026

Rob Kingston

29,545275%

1 January 2023 – 31 December 2025

2 August 2026

Director

TSR value over 10 years
The chart below shows shareholder value created each year, based on the change in share price plus dividends paid over each financial year
multiplied by the number of shares outstanding at the start of each year.

Value of £100 invested in July 2013
£3,000£2,500£2,000£1,500£1,000
£500
£0

2013

2014

2015

2016

Keywords Studios

2017

2018
FTSE 250

2019

2020

2021

2022

2023

FTSE Small Cap

Chief Executive Officer pay ratio
The table below provides disclosure of the ratio between the CEO’s total remuneration and that of the lower quartile, median and upper quartileof our 883 (2022: 783) UK-based employees.
The lower, median and upper quartile employees were determined using calculation methodology Option A which involved calculating theactual full-time equivalent remuneration for all UK employees for the year ended 31 December 2023. From this analysis, three employees werethen identified as representing the 25th, 50th and 75th percentile of the UK employee population. Keywords chose this method as it is thepreferred approach of the UK Government and that of shareholders, and the Company had the systems in place to undertake this method.
As the drafting of this report was earlier than the final determination of bonuses for the wider population, the bonus outcomes have been basedon the financial forecasts in December 2023.

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The CEO pay ratio decreased slightly from 18 in 2022 to 17 in 2023. This low ratio was a result of Bertrand Bodson receiving a lower bonus
outcome in 2023 and, having joined in December 2021, not received the benefit of share awards vesting during 2023. Bertrand is due toreceive his first tranche of share awards vesting in 2024. However, a number of programmes have contributed to an overall improvement in pay
conditions for employees within the comparator group, including the addition of high-quality game development talent to the Group, as well as
talent within our enhanced support service functions, and a general focus over the past year on improving fair pay conditions for all employees
in the Group with a global workforce average salary increase of 6.2%.
Year

Methodology used

P25 (lower quartile)P50 (median)

P75 (upper quartile)

2023

Option A

23:1

17:1

12:1

2022

Option A

27:1

18:1

15:1

2021

Option A

51:1

38:1

27:1

Year

P25 (lower quartile)P50 (median)

P75 (upper quartile)CEO

Base Salary (£’000)

32

43

60

616

Total remuneration (£’000)

34

46

64

777

Base Salary (£’000)

20

33

39

600

Total remuneration (£’000)

22

33

49

809

2023

2022

The CEO pay ratio is based on comparing the CEO’s pay to thatof Keywords’ UK-based workforce, a large proportion of whomare engineers, artists and support staff. The Committee expects
that the ratios will be largely driven by the CEO’s incentive pay
outcomes, which will likely lead to greater variability in his pay thanthat observed at lower levels who, consistent with market practices,
have a greater proportion of their pay linked to fixed components.
The Committee considers these ratios when making decisions
around the Executive Director pay packages, and Keywords takes
seriously the need to ensure competitive pay packages acrossthe organisation. The Company believes the median pay ratio forthe relevant financial year is consistent with the pay, reward andprogression policies for the Company’s UK employees taken asa whole.

Implementation of the Remuneration Policy in 2024LTIP
The Committee intends to grant LTIP awards of 275% of base salaryto the Executive Directors which will be subject to the following
performance conditions, measured over three calendar years
2024-2026 and vesting on the third anniversary of the grant date.
A ROCE underpin applies to vesting of the LTIP whereby at vesting
the Committee will consider whether the Return generated is in linewith the Board’s expectations, and, if not, the vesting level may be
reduced. A one-year holding period applies to 50% of shares vestingin December 2024.
LTIP %
award

Exceeds
index by 20%

25%

Organic revenue growth
% pa

6%

13%

10%

Adjusted cash conversion
% pa

70%

80%

15% ESG:• 5%

Carbon intensity reduction: 6.25
(Ratio of Scope 1 and 2
emissions to €m revenue –tCO2eq/revenue)

6

• 5%

Group employee net
promoter score (eNPS)

35

• 5%

% female in leadership team 35%

The Executive Directors’ pensions will remain at 5% of base salary,in line with the UK workforce.

The CEO will be eligible to earn an annual bonus of up to 125% ofbase salary, and the COO and CFO will be eligible to earn an annual
bonus of up to 75% of base salary. The outcome will be determinedwith reference to targets set at the start of 2024 around financial
performance (weighted 70%) and non-financial performance(weighted 30%). Performance measures will be consistent for theCEO, COO and CFO and will reflect our strategic priorities, and will
be disclosed next year.

Keywords Studios plc

Maximum –100% vesting

TSR relative to the FTSE 250 In line withindex excluding investment index
trustsPensionAnnual bonus

Minimum –25% vesting50%

Base salary
All employees are eligible for a base salary review effective 1 April
each year. On 1 April 2024, the Executive Directors will receive a 4%
salary increase, whilst the other Executive Committee members andGeneral Counsel and Company Secretary will also receive a standard
increase of 4%, subject to certain individual adjustments, and ourcolleagues in the UK and Ireland will receive an average increaseof 4.5%.

Measurement

29

39%

Total 100%

Annual Report and Accounts 2023

88

Directors’ Remuneration report
CONTINUED

Section 2: Implementation of the Remuneration Policy in 2023 C O N T I N U E D
Chair and Non-Executive Directors’ remuneration

Directors’ interest in shares

Non-Executive Director fees were restructured during the year,
reflecting the increased commitment of all Non-Executive Directors
to serve on all of the Board’s committees. All Non-Executive Directors(except the Chair) receive a basic fee, and additional fees areprovided for additional responsibilities (see below). Going forward,
Non-Executive Director fees will increase in line with the base salaries
of Executive Directors. As such, on 1 April 2024 Non-Executive
Director fees will increase by 4%.

The interests of each person who was a Director of the Company(together with interests held by his or her connected persons) at
the end of each financial year (or the time the Director departed theBoard, if relevant) is set out below. In line with our Executive Director
shareholding guidelines (detailed on page 80), Jon Hauck, following
share awards which vested during the year but remain unexercised,
has achieved a shareholding of approximately 208% salary as at
31 December 2023. Bertrand Bodson purchased shares and has
achieved a shareholding of approximately 26% as at 31 December
2023, and will be required to build his shareholding from awards
vesting from December 2024. Rob Kingston, having joined during
the year, will be required to build his shareholding from awards
vesting from August 2026. A notional share price of £16.62 pershare as at 31 December 2023 has been used for the purpose of
calculating executive shareholding guidelines.

On 19 January 2023, the Company announced the appointmentof Don Robert as a Non-Executive Director and Chair Designate,
and Don became Chair on 15 May 2023. The annual Chair fee for
Don Robert, which applied from the 2023 Annual General Meeting
was set at £400,000, inclusive of all Committee fees. The Chair fee
was set at a level that reflects the technology focus, complexity,international scale and future growth ambition of the business andDon has elected to apply his full Chair fee to purchase shares in
the Company, which is undertaken quarterly as part of an agreed
investment programme. Whilst the new Chair fee is an increase to
the annual fee paid to our previous Chair, we were conscious that
the Chair fee had remained largely unchanged since 2013 and had
fallen well below appropriate levels. Benchmarking conducted byour remuneration adviser supported our decision and we werepleased to attract an experienced Chair. As at 31 December 2023,
Don Robert held 8,159 shares.

FY23

FY22

8,159

n/a

64,37664,376

48,847

26,187nil

n/a

Bertrand Bodson

9,629

nil

Georges Fornay

6,521

6,521

Charlotta Ginman

1,733

1,733

£62,700

Marion Sears

3,000

2,000

Chair of Audit, Remuneration or ESG Committee£12,400

Neil Thompson

3,387

3,387

Senior Independent Director£10,000

109,950

90,954

Role

Board Chair (from 26 May 2023)
Non-Executive Director

2023 fee£400,000

Director

Don Robert

1

Ross Graham

2

Jon Hauck3

Rob Kingston

4

1.

Don Robert was appointed a Director of the Company on 1 February 2023.

2. Ross Graham ceased to be a Director of the Company on 13 May 2023.
3.

Jon Hauck holds 50,000 LTIPs which are vested but unexercised. 26,500
shares are included for the purpose of calculating Jon’s interest in shares as
notional shares that could be held by Jon after satisfying applicable tax and
National insurance liabilities.

4. Rob Kingston was appointed a Director of the Company on 1 July 2023.

Keywords Studios plc

Annual Report and Accounts 2023

Strategic
ReportOverview

Financial
Statements

Governance89

Supplementary
Information

The share awards held by each Executive Director of the Company are, as follows:

LTIP awards
Director

Bertrand Bodson

Jon Hauck

Number at
31 December
2022

Numbergranted during
the year1.

Numberexercised
Number at 31
during the year December 2023

61,156––––70,392––––

71,996–25,000–35,586

Vestingdate

Current vesting
expectation1

61,156

5 May 2024

0%–70,392

5 May 2025

0%

–

–

71,99619 May 2026

0%

–

–

–

25,000

5 May 2024

0%

–

–

–

–

35,586

5 May 2025

0%–45,215–––45,21519 May 2026

0%–29,545–––29,54519 May 2026

0%

192,134

146,756–––

338,890

Next vestingdate1

Current vesting
expectation

Rob Kingston
Total

Number vested Number lapsed/
during forfeited during
the yearthe year

Vesting expectation (% of award) is based on the achievement of the TSR performance condition up to 28 February 2024.

Salary shares and restricted shares
Number at
31 December
2022

Numbergranted during
the year

1,087

–

543

–

543

544

5 May 2024

100%

821

–

410

–

410

411

16 Sep 2024

100%

2,560

–

853

–

853

1,707

5 May 2024

100%

Bertrand Bodson

22,239––––22,2391 Nov 2024

100%

Total

26,707

–

1,806

–

1,806

24,901

Director

Jon Hauck2

1.

Number vested Number lapsed/
during forfeited during
the yearthe year

Numberexercised
Number at 31
during the year December 2023

Salary shares granted to Jon Hauck vest in one-third annual tranches over three years.

2. Restricted awards granted to Bertrand Bodson were granted as compensation for forfeited awards from previous employment and vest in full after three years
subject to continued employment.

Share Option Scheme
Executive Directors no longer receive awards under the Share Option Scheme. There are no awards outstanding under this scheme.

Keywords Studios plc

Annual Report and Accounts 2023

90

ESG Committee report

Progressing our ESG programme andsupporting initiatives across the Group.
Georges Fornay
Chair of the ESG Committee

Georges Fornay
Chair of the
ESG Committee

The role of the Committee is to implement and oversee initiatives
across the Group which aim to improve the Group’s impact on
the areas which have been identified as ESG priorities for ourbusiness and key stakeholders. These pillars are Planet, People,
Clients and Communities, which are all underpinned by ourGovernance practices.

Activities in 2023

Introduction from the Chair
As Chair of the ESG Committee, I’m very pleased to present our ESG
Committee Report for the year ended 31 December 2023.
The global focus on ESG matters is sharpening, and we acknowledge
that our shareholders, employees, customers and suppliers are
becoming increasingly interested in our ESG programme. We see
this as a positive development because we’re conscious of the social
impact of our business, as well as the impact climate change may
have on our operations. At Keywords, we recognise a collective
responsibility and accountability to consider the concerns of our
stakeholders and actively participate in our customers’ and thebroader industry’s environmental and social initiatives.

Composition and attendance
The Committee consists of eight members, namely Marion Sears,
Neil Thompson, Bertrand Bodson, Jon Hauck, Rob Kingston,Charlotta Ginman, Don Robert, and myself. Further details about
the Committee members can be located on pages 68 and 69.
Throughout the financial year, the Committee convened on threeoccasions, a comprehensive attendance report can be found on
page 67. These meetings were primarily conducted in person, withselect participants joining remotely through videoconferencing.
This approach enhanced the Committee’s efficiency andfacilitated the involvement of senior managers, regardless of theirgeographical location.

Role and responsibilities
The Committee has written terms of reference which are available
to view on the Company’s website www.keywordsstudios.com. The
terms of reference clearly define the Committee’s responsibilities
and duties and were approved and adopted by the Board in October
2023. In addition, with these terms of reference, the Committee
has devised an annual agenda that aligns with its meeting schedule.
This ensures that each ESG priority area receives the necessary
dedicated attention throughout the year.

Keywords Studios plc

Three meetings were held during the year. The Committee
received presentations on each pillar, to understand initiatives
currently underway and those planned for 2024, and oversaw thedevelopment of measures and multi-year targets for each pillar.

2023 ESG Committee activity
MAY
Committee meeting• ESG metrics review• Deep dive on Diversity, Equity, Inclusion and Belonging
JULY
Committee meeting• ESG metrics review• Environmental and climate reporting update• Restructuring of the whistleblowing reporting framework• Deep dive on People and Culture
OCTOBER
Committee meeting• ESG metrics review• Deep dive on Community• Deep dive on Planet• Terms of reference review• Remuneration policy changes and ESG metrics

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

A dashboard has been produced to aid the Committee in monitoring
ESG key performance indicators (KPIs) and targets. A number ofthese KPIs have been disclosed in the responsible business reporton pages 38 to 45 but there are other targets that remain internalas they are business sensitive. The Committee is also supportedby the ESG Management Committee who meet ahead of ESG
meetings, to review and monitor programmes and report progressto the Committee.
A number of Group policies have been reviewed and updated tosupport ESG initiatives, including:— Supplier Code of Conduct— Sanctions— Grievance

Financial
Statements

91

Supplementary
Information

ESG framework
The graphic below sets out the framework for our ESG programme,
including our pillars and key initiatives.

PeoplePlanetCommunity

ClientEmployeesatisfaction

Sustainablestudios

Keywords Cares

Clientsatisfaction

Training

Carbonoffsetting

Mental healthHardship fund

Strategic
partnerships

Women ingames

— Business Travel— Health and Safety

Governance— Charitable Giving
Responsibility for oversight of these policies has migrated fromthe Committee to the executive Risk & Compliance Committee(RCC). The RCC has enhanced oversight of the risk, compliance andinternal controls environment, and reports to the Committee on
items relating to ESG areas. The Committee still holds the authority
for the approval of new Group policies and remains consulted on
and informed of changes to these existing policies.

Climate-related Financial Disclosures reporting
The Committee was updated on climate-related reporting, which
has now become mandatory for the Group, and have undertaken
the required steps to enhance our reporting in line with both TCFD
and the CFD requirements.
The Committee received progress updates from senior managers
regarding the implementation of our ESG programme. Notable
updates were given during deep dives into each ESG pillar
and included:

Underpins the four pillars with high standardsof governance and business ethics.

Focus for the coming year
The Committee has three meetings scheduled for 2024. Attention
will be focused on monitoring initiatives and measuring progressagainst targets. Deep dives into each pillar will be conducted
throughout 2024 to further enhance the Committee’s understandingof key opportunities and challenges.

Georges Fornay
Chair of the ESG Committee
13 March 2024

Planet - The continuous progress in enhancing our reporting
capability, with an additional Scope 3: Category 2 included in yearend reporting, and Category 6 being calculated for the first time.
There has been good progress on the movement to renewables,
although overall emissions have risen due to our footprint andcertain location specific factors, however there are several greatsustainability initiatives in our studios which have gained positive
recognition by employees.
People - Progress on initiatives aimed at addressing diversity and key
areas of interest identified by the 2022 employee survey. Introductionof agile pulse surveys four times a year, keeping the feedback loop
between Group and employees open.
Client - The continuing importance of building deep trusting
relationships with clients. Positive engagement on technology with arange of clients.
Community - New Global Corporate Social Responsibility (CSR)
manager launched an expanded programme of activities. Twenty-fivecharities have been supported across the world.
Governance - Our enhanced whistleblowing investigations portal has
operated smoothly.

Keywords Studios plc

Annual Report and Accounts 2023

92

Directors’ report

The Directors present the Annual Report
together with both the audited consolidated
financial statements and the parent company(Keywords Studios plc) financial statements
for the year ended 31 December 2023.
Dividends
The results for the year are set out on pages 101 to 104. As describedin the Financial and operating overview section, the Board is
proposing a final dividend of 1.76 pence per share (2022: 1.60 pence
per share), bringing the total dividend for 2023 to 2.61 pence pershare (2022: 2.37 pence per share).

Directors and changes to the Board
The Directors of the Company during the year were Don Robert(appointed on 1 February 2023), Bertrand Bodson, Georges Fornay,Charlotta Ginman, Marion Sears, Neil Thompson, Jon Hauck, Rob
Kingston (appointed 1 July 2023) and Ross Graham (passed away on
13 May 2023). Biographical details of the current Directors are set out
on pages 68 to 69.
The business of the Company is managed by the Board, which may
exercise all the powers of the Company subject to the Company’s
Articles of Association and the Companies Act 2006.
A list of Directors, their interests in the ordinary share capital of theCompany, their interests in its long-term performance share planand details of their options over the ordinary share capital of theCompany are given in the Directors’ remuneration report on pages
75 and 89. No Director had a material interest in any significant
contract, other than a service contract or contract for services, with
the Company or any of its operating companies at any time during
the year.

Corporate governance statement
Keywords continues to adopt the principles set out in the Quoted
Companies Alliance Corporate Governance Code (QCA Code). Our
Corporate Governance Statement, prepared in accordance with rule
7.2 of the Financial Conduct Authority’s Disclosure Guidance andTransparency rules, setting out how the Group has complied with
the QCA Code can be read in full on the Company’s website at www.
keywordsstudios.com

Directors’ indemnity provisions
As permitted by the Company’s Articles of Association and theCompanies Act 2006, the Directors had the benefit of an indemnityfrom the Company in respect of liability incurred as a result of theiroffice throughout the financial period and at the date of approvalof these financial statements. The Group also purchased andmaintained throughout the financial period Directors’ and Officers’
liability insurance in respect of itself and its Directors.

Keywords Studios plc

Going concern
The Directors have performed an assessment, including a reviewof the Group’s business activities, performance, position, principal
risks and uncertainties (as set out in the Strategic report on pages
54 to 60, as well as the Group’s budget for the 2024 financial year
and its longer-term plans. After making enquiries, the Directors
consider it appropriate to continue to adopt the going concern basis
in preparing the consolidated and Company financial statements.
In doing so, the Directors have noted:— The net debt position of the Group;— The strong cash flow performance of the Group through the year;— The historical resilience of the broader video games industry intimes of economic downturn; and— The ability of the Group to flex its cost base in response to a
reduction in trading activity.
The Directors have also considered the Group’s strong liquidity
position, with net debt of €68m and the undrawn balance of the
Revolving Credit Facility of $260m as at 31 December 2023.
The Directors have a reasonable expectation that the Company and
the Group have adequate resources to continue to operate andmeet their liabilities as they fall due for the foreseeable future, aperiod considered to be at least 12 months from the date of thesefull-year financial statements and therefore the going concern basisof preparation continues to be appropriate.

Financial risk management
The Group’s approach to capital management is shown in note 25of the financial statements. The Group’s exposure and approach
to liquidity, credit, interest rate and foreign currency risk is shownin note 24 of the financial statements. Our approach to risk
management generally and the principal risks facing the Group canbe found in the Strategic report on pages 54 to 60.

Articles of Association
Our Articles of Association can be amended by special resolution
and were last approved by shareholders in May 2023. They areavailable on the Company’s website at www.keywordsstudios.com

Political donations
No political donations were made in the year.

Share capital structure
At 31 December 2023, the Company’s issued share capital was
79,287,236 ordinary shares of one pence each. There are 408,485
ordinary shares in the Company’s Employee Benefit Trust (EBT),and the EBT has waived its right to exercise its voting rights and toreceive dividends in respect of these ordinary shares. Therefore, thenumber of ordinary shares with voting rights is 78,878,751. Further
details of the Company’s issued share capital are given in note 2 to
the Consolidated Financial Statements on page 110. The Company’s
ordinary shares rank pari passu in all respects with each other,including for voting purposes and for all dividends and each sharecarries the right to one vote at general meetings of the Company.

Annual Report and Accounts 2023

Overview

Strategic
ReportFinancial
Statements

Governance93

Supplementary
Information

Significant shareholdings

Employment policy

At 29 February 2024, the Company was aware of the following
shareholdings of 3% or more of its issued share capital:

A key imperative of the Group is to attract, develop and retain highcalibre individuals. Keywords has a range of employment policies
covering such issues as diversity, equity, inclusion and belonging,well-being and equal opportunities. The Group continues to givefull and fair consideration to applications for employment madeby disabled persons, having regard to their particular skills andexperience. Appropriate arrangements are made for the continued
employment and training, career development and promotion ofpeople living with disabilities employed by the Group, including
making reasonable adjustments where required.

Name

Shares%Franklin Templeton

7,343,891

9.30

Capital Group

6,665,780

8.44

Liontrust Asset Management

4,289,548

5.43

Octopus Investments

4,123,809

5.22

T Rowe Price Global Investments

3,135,997

3.97

Global Alpha Capital Management

2,757,910

3.49

Swedbank Robur

2,682,054

3.40

Pictet Asset Management

2,489,700

3.15

Employee involvement

A list of the Group’s subsidiary undertakings and non-UK branches
is provided in the note 28 of the financial statements on pages
141 to 144.

The Group provides employees with information on matters ofconcern to them so that their views can be taken into account when
making decisions that are likely to affect their interests. A summaryof the methods we use to engage with our employees are provided
in the Responsible business report on pages 38 to 45 and theSection 172 statement on pages 52 and 53. The Company operates anumber of employee share plans to incentivise and retain employees(see page 80) We continue to review options to expand participationin employee share schemes to improve incentives and align themwith the long-term success of the Group.

Significant events and future developments

Employee share plans

Important events and changes to the Group since the financial year
end are described in note 29 of the financial statements, the CEO’s
review on pages 8 to 13, the Divisional review on pages 28 to 33
and the Financial and operating overview on pages 34 to 37. Future
developments are described in the Strategy section of the Strategic
report on pages 20 to 23.

Corporate responsibility

Subsidiary undertakings

Post balance sheet events
There have been no material events affecting the Group since 31
December 2023.

Change of control
Information on agreements between the Company and its Directors
providing for compensation for loss of office of employment(including details of change of control provisions in share schemes)
is set out on page 81. Otherwise, there are no agreements between
the Company and its employees providing for compensation for lossof office or employment that occurs because of a takeover bid.

Non-financial information
Information providing an understanding of our development,
performance and position on key non-financial matters areincorporated within the Strategic report by reference and can beread on page 61.

People and organisation
Keywords is, and always has been, dependent on the quality andcommitment of its entire staff to provide and maintain the high levelsof services expected by the Group’s customers.
Keywords’ average number of employees was 12,340 during 2023.
We are committed to positively contributing to our Company culture
and helping our Keywordians fulfil their complete potential. This
permanent headcount is supplemented with staff on short-term
contracts as activity changes throughout the year.

Keywords Studios plc

Details of employee share plans are set out in note 23 to the
Financial Statements on page 130.

Keywords seeks to be a socially responsible Group which has apositive impact on the communities in which it operates. By thenature of the business, we employ a diverse workforce, with manynationalities working closely together at our studio locations
globally. No discrimination is tolerated and we endeavour to give all
employees the opportunity to develop their capabilities. We provide
an inclusive working environment and appropriate training. Further
details are provided in the Responsible business report on pages
38 to 45.

Disclosure of information to auditor
As far as the Directors are aware, there is no relevant audit
information (that is, information needed by the Group’s Auditor inconnection with preparing their report) of which the Group’s Auditor
is unaware, and each Director has taken all reasonable steps thatthey ought to have taken as a Director in order to make themselvesaware of any relevant audit information and to establish that theGroup’s Auditor is aware of that information.

Annual General Meeting
It is intended that the 2024 AGM will be held at 9:00 a.m. on 24 May
2024 at the offices of MHP Group Limited, 60 Great Portland Street.
The Notice of AGM accompanies this Annual Report and is available
online at www.keywordsstudios.com
By order of the Board

Rob Kingston
Chief Financial Officer
13 March 2024

Annual Report and Accounts 2023

94

Statement of Directors’ responsibilities

Financial statements and accounting records

Disclosure of information to the auditors

The Directors are responsible for preparing the Annual Reportand financial statements in accordance with the applicable law
and regulations.

This confirmation is given and should be interpreted in accordancewith the provisions of section 418 of the Companies Act 2006.

Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared
the Group and Company financial statements in accordance with
UK-adopted international accounting standards in conformity withthe requirements of the Companies Act 2006.
Under company law, the Directors must not approve the Annual
Report and financial statements unless they are satisfied that theygive a true and fair view of the state of affairs of the Company and
the Group and of the profit or loss of the Group for that period.
The Directors are also required to prepare financial statementsin accordance with the rules of the London Stock Exchange forcompanies trading securities on the Alternative Investment Market.
In preparing these financial statements the Directors are required to:— Select suitable accounting policies and then apply
them consistently;— Make judgements and estimates that are reasonable andprudent;— State whether international accounting standards in conformity
with the requirements of the Companies Act 2006 have been
followed, subject to any material departures disclosed andexplained in the Group and Company financial statements
respectively; and— Prepare the financial statements on a going concern basis,
unless it is inappropriate to presume that the Company willcontinue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’stransactions and disclose with reasonable accuracy at any time thefinancial position of the Company and the Group and to enable
them to ensure that the financial statements and the Directors’
remuneration report comply with the Companies Act 2006.
The Directors also responsible for safeguarding the assets of theCompany and the Group and hence for taking reasonable steps forthe prevention and detection of fraud and other irregularities.

The Directors as at the date of this report, whose names andfunctions are listed in the Board of Directors section on pages
68 to 69, confirm that:— So far as the Director is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and— The Director has taken all the steps that he or she ought to havetaken as a Director in order to make himself/herself aware of any
relevant audit information and to establish that the Company’s
auditors are aware of that information.
We confirm that to the best of our knowledge:— The financial statements, prepared in accordance with theapplicable set of accounting standards, give a true and fair viewof the assets, liabilities, financial position and profit or loss of theCompany and the undertakings included in the consolidation
taken as a whole;— The Strategic report on pages 8 to 61 and the Directors’ reporton pages 62 to 94 include a fair review of the development andperformance of the business and the position of the Groupand the undertakings included in the consolidation taken asa whole, together with a description of the principal risks anduncertainties that they face; and— The Annual Report and financial statements taken as a whole,
are fair, balanced and understandable, and provide theinformation necessary for shareholders to assess the Group’s
performance, business model and strategy.

Website publication
The Directors are responsible for ensuring the Annual Report andfinancial statements are made available on a website. Financial
statements are published on the Group’s website in accordancewith legislation in the United Kingdom governing the preparationand dissemination of financial statements, which may vary fromlegislation in other jurisdictions. The maintenance and integrityof the Group’s website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing integrity of thefinancial statements contained therein.
By order of the Board

Rob Kingston
Chief Financial Officer
13 March 2024

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

95

Supplementary
Information

Independent Auditor’s reportto the members of Keywords Studios plc
OpinionWe have audited the financial statements of Keywords Studios plc (the “Parent Company”) and its consolidated undertakings (“theGroup”) for the year ended 31 December 2023, which comprise the Group and Parent Company Statements of Financial Position, theGroup Statement of Comprehensive Income, the Group and Parent Company Statements of Cash Flows, the Group and Parent Company
Statements of Changes in Equity, and notes to the financial statements, including the summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and United Kingdom
adopted international accounting standards, and as regards the Parent company financial statements, as applied in accordance with theprovisions of the Companies Act 2006.
In our opinion:— the Group financial statements give a true and fair view of the assets, liabilities and financial position of the Group as at 31 December 2023
and of its profit for the year then ended;— the Company statement of financial position gives a true and fair view of the assets, liabilities and financial position of the Company as
at 31 December 2023;— the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards inconformity with the requirements of the Companies Act 2006;— the parent company financial statements have been properly prepared in accordance with UK adopted international accounting standards
in conformity with the requirements of the Companies Act 2006 and as applied in accordance with the provisions of the Companies Act
2006; and— the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities underthose standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence
We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of thefinancial statements in the UK, including the FRCs Ethical Standard as applied to listed entities, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparationof the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group and parent Company’s ability to continue as a going concern included:— We considered as part of our risk assessment the nature of the Company, its business model and related risks, the requirements of theapplicable financial reporting framework and the system of internal control.
— We have reviewed the Directors’ assessment of the Group and Company’s ability to continue as a going concern, challenging theunderlying data and key assumptions used to make the assessment, and stress tested the Directors’ plans for future actions in relation
to their going concern assessment.
— We have reviewed the historical accuracy of budgeting and forecasts made by the Group and Company as an indicator as totheir reliability.
— We have reviewed the performance of the business in the year, including its cash flow performance, liquidity position, and financing
facilities, up to and including the date of signing the audit opinion.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individuallyor collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.

An overview of the scope of our audit
The Group has diverse international operations. Our audit was scoped by obtaining an understanding of the Group and its environment,
including the Group wide controls, and assessing the risks of material misstatement identified at Group level. We also assessed the riskof management override of internal controls, including assessing whether there was evidence of bias by the Directors that may haverepresented a risk of material misstatement.

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96

Independent Auditor’s report C O N T I N U E D
to the members of Keywords Studios plc
Significant components
Based on our assessment, we have completed full scope audit procedures in relation to the following entities; Keywords Studios plc,
Keywords International Limited, Keywords Studios QC Games, Keywords Studios QC-Interactive Inc, Tantalus Media Pty Limited, High Voltage
Software Inc, D3T Limited, Climax Studios Limited and Forgotten Empires LLC.

Specified audit procedures
In addition, specific audit procedures have been completed in relation to certain material balances and transaction streams in Keywords
Canada Holdings Inc, Electric Square Limited, Studio Gobo, Keywords Manila, G-Net Media Inc, Lakshya Digital Private Limited, VMC
Embedded Services, Digital Media Management Inc and Smoking Gun Interactive Inc.
Specified audit procedures were performed to address the risks of material misstatement arising from key balances in non-significant
components, with testing performed on all material balances within these components.
The above full scope and specified audit procedure entities represent 72% of Group revenues.

Remaining components
All other components, not included in the above, were scoped in for analytical review procedures to confirm our conclusion that there wereno significant risks of material misstatement of the aggregated financial information.

Parent Company and consolidation
At the parent company level we have also tested the consolidation process and carried out additional procedures to confirm our conclusionthat there were no significant risks of material misstatement of the aggregated financial information of the remaining components not
subject to full scope or specific procedures.

Our involvement with component auditors
The Group auditor, BDO Dublin, has audited Keywords Studios plc, Keywords International Limited, Studio Gobo Limited, Electric Square
Limited, Climax Studios, Keywords Studios QC-Games Inc, Keywords Studios QC-Interactive Inc, VMC Embedded Services, Keywords Canada
Holdings Inc, G-Net Media Inc, High Voltage Software Inc, D3T Limited, Smoking Gun Interactive Inc, Digital Media Management Inc andForgotten Empires LLC.
The following components have been audited by BDO Member firms, under the direction, and supervision of the Senior Statutory Auditor,
Keywords Manila, Lakshya Digital Private Limited and Tantalus Media.
Their involvement in the work performed by other component auditors varies by location and involves, at a minimum, direction of the audit
procedures to be completed, and review of the reports received in relation to the results of the audit work undertaken by component audit
teams. The Senior Statutory Auditor has also completed detailed reviews of selected working papers performed on significant risk areas.

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud), including those which had thegreatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.

1. Acquisition accounting & purchase price allocation
Key Audit Matter
The Group has entered into a significant number of acquisitions and business combinations throughout the year, which have had a material
and extensive impact on the group’s financial performance and position.
Following the purchase price allocations (in which identifiable assets and liabilities assumed were recognised at fair value), €538m(2022: €397m) of goodwill has been recognised cumulatively to date. The fair value of certain identifiable assets acquired and liabilities
assumed in a business combination is different from their carrying amounts in the acquired statements of financial position which cangive rise to fair value adjustments as part of the purchase price allocations of these business combinations. Accordingly, the cumulativeacquisitions are material and significant judgement is required in relation to the purchase price allocations including the resulting goodwill.
Management determined the fair value of the identifiable assets and liabilities and notably the value of the customer relationships andIntellectual property. The valuation of these assets was primarily based upon the expected future cash flows related to these acquisitions.
A number of these acquisitions have also included deferred consideration in the form of shares and cash payments at future dates, which
add further complexity with regard to the acquisition-date fair value of such consideration as part of the consideration transferred in
exchange for the acquisitions and business combinations.

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Supplementary
Information

Related Disclosures
Refer to note 2 of the accompanying consolidated financial statements for the accounting policy in relation to business combinations. In
addition, detailed disclosures have been made in relation to the current year business combinations in note 27 to the financial statements.

Audit Response
We have reviewed the underlying contracts and share purchase agreements relating to each acquisition to assess whether the basis
for treatment of the acquisitions is in accordance with the accounting policy and International Financial Reporting Standard 3 –Business Combinations.
We have assessed the carrying value of each material balance at the date of acquisition, and have reviewed management’s assessmentsof the fair value of the assets and liabilities acquired, and in particular, the methodology applied in the valuation of intangible assets
and goodwill.
Our procedures included;— We reviewed the methodology applied to identify the categories of intangible assets;— We evaluated whether the cash flow forecasts used in the valuation are consistent with information approved by the Boardand have reviewed the historical accuracy of management’s forecasts in order to assess the reliance which can be placed upon
management’s forecasting;— We have challenged the key assumptions such as the growth factors and discount rates by comparing them to relevant market rates
and historic acquisitions to evaluate whether management had been consistent in its approach to valuations, and— We assessed the adequacy of the acquisition disclosures in the Group’s financial statements.
In addition, we have examined the terms of all business combinations to assess whether the fair value of any deferred / contingent
consideration is treated appropriately in accordance with the Group accounting policy and IFRS 3.
We also examined the key post combination employment contracts of former shareholders of the acquired entities, reviewing the substanceof the transactions and considered whether they have been appropriately accounted for in line with the Group accounting policy and therequirements of IFRS 3.

2. Valuation of goodwill and intangible assets
Key Audit Matter
As a result of both the current year and prior year acquisitions, the Group has amassed significant intangible assets and goodwill balances.
These balances are material to the financial statements, with goodwill carrying value of €538m (2022: €397m), and intangibles carrying
value of €70m (2022: €73m). The valuation of goodwill and other intangible assets is significant to our audit due to the fact that the
impairment test calculations are based on several key assumptions which are estimated by management, and are by nature judgemental.
Key assumptions include the expected future cash flows for the forecasting period, the discount rates and perpetual growth rate.
The Directors have concluded that there are eight cash generating units (“CGU’s”) in the Group, for the purposes of impairment assessment.

Related Disclosures
Refer to note 2 of the accompanying consolidated financial statements for the accounting policy in relation to business combinations,intangible assets and goodwill. In addition, detailed disclosures have been made in relation to the current year business combinations innote 27 to the financial statements. Detailed disclosures are made in note 11 relating to goodwill and intangible assets.

Audit Response
We have reviewed the Director’s assessment of the carrying value of goodwill and intangible assets. We have challenged the
Directors assumptions in relation to CGU identification, cash flow forecasting, discount rates applied, and future growth rates.
Our procedures included;— We have evaluated that the CGU’s identified are the lowest level at which management monitors goodwill and intangible assets;— We have reviewed the accuracy of the cash flow forecasts used, and ensured that these represent those which are reviewed by
the Board:— We have reviewed and assessed the accuracy of the historical forecasts prepared by the Group;— We have assessed the key estimates and inputs into the discounted cash flow models, including the growth rates assumed, and tested
these where possible to supporting evidence such as post year-end activities;— We have completed sensitivity analyses in relation to the cash flow models and have stress tested all key assumptions used, and— We have considered the appropriateness of the disclosures relating to the valuation of goodwill and intangible assets in thefinancial statements.

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Independent Auditor’s report C O N T I N U E D
to the members of Keywords Studios plc
3. Revenue Recognition – cut off
Key Audit Matter
We have assessed revenue recognition under all eight revenue streams individually including the cut off risk of revenue, trade receivables
and deferred revenue.
Although the majority of the Group’s revenue contracts are non-complex in nature, there is a material accrued revenue balance as at
31 December 2023 of €18.3m (2022: €13.2m). We focused on this area due to the risk of management manipulation of the timing of revenue
recognition and the cut off relating to accrued revenue at the year end.

Related Disclosures
Refer to note 2 of the accompanying consolidated financial statements for the accounting policies of the Group in relation to
Revenue Recognition.

Audit Response
We have performed audit procedures to understand the application of the revenue recognition accounting policies and to assess whether
for each material revenue stream, that revenue has been recognised correctly in accordance with the Group Revenue Recognition policy.
We have completed a substantive based audit approach across all full scope locations and completed specific audit procedures on a sample
basis on less significant components of the Group.
Our audit work included, but was not restricted to, reviewing a sample of transactions both throughout the year and around the year end,
to assess that the stage of completion and therefore accrued revenue is reflective of the underlying project status. We have tested thesetransactions to supporting documentation such as sales orders and contracts from customers, project status evidence, and subsequentbilling. When examining samples of transactions around the year end we have assessed whether the revenue has been recognised in thecorrect period.

Our application of materiality
We define materiality as the magnitude of misstatement, including omissions, in the financial statements that, individually or in theaggregate, could reasonably be expected to influence the economic decisions of a reasonably knowledgeable person taken on the basis of
the financial statements. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take into account the nature ofidentified misstatements, and in particular the circumstances of their occurrence, when evaluating their effect on the financial statements
as a whole.
We determined materiality for the financial statements as a whole to be €3.8m, which represents 3.3% of adjusted profit before tax. This
represents 6.2% of statutory profit before tax (excluding one time costs), and 11% of overall statutory profit before tax. We consider profit
before income tax, and adjusted profit before tax, to be the most significant determinant of the group’s financial performance used byshareholders and other users and therefore consider this as an appropriate basis for materiality. Our materiality is lower than the level we set
for the year ended 31 December 2022 (€5.7m), due to the lower profits of the Group.
We assessed the parent company’s materiality using a percentage of net assets as the most appropriate benchmark as the parent company
is an investment holding Company. However we capped this same level as the Group materiality.
Whilst materiality for the financial statements as a whole was €3.8m, each component of the Group was audited to a lower level ofmateriality within a range from €2.66m to €2.28m. Audits of these components were performed at a materiality level calculated byreference to a proportion of Group materiality appropriate to the relative scale of the business concerned.
We agreed with the Audit Committee that we would report to the Committee all individual differences identified during the course of
our audit in excess of €190,000 (2022: €285,000). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.

Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual report otherthan the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatementin the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based solely on the work undertaken in the course of the audit, we report that:— the information given in the Directors’ report is consistent with the financial statements; and— the Directors’ report has been prepared in accordance with the Companies Act 2006.

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Statements

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Supplementary
Information

We have obtained all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of
our audit.
In our opinion, the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited
and the Company statement of financial position in agreement with the accounting records.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of theaudit, we have not identified material misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in
our opinion:— adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received frombranches not visited by us; or— the parent company financial statements are not in agreement with the accounting records and returns; or— certain disclosures of Directors’ remuneration specified by law are not made; or we have not received all the information andexplanations we require for our audit.

Responsibilities of Directors for the financial statements
As explained more fully in the Directors’ responsibilities statement set out on page 94, the Directors are responsible for the preparationof the financial statements and for being satisfied that they give a true and fair view, and for such internal control as they determine isnecessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Group or the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements
due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, throughdesigning and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity
and management.

Non-compliance with laws and regulations
Based on:— Our understanding of the Group and the industry in which it operates;— Discussion with management and those charged with governance and those responsible for legal and compliance procedures; and— Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations, we considered
the significant laws and regulations to be the reporting framework (UK adopted international accounting standards, UK GAAP and theCompanies Act 2006) and tax laws in key territories which the Group operates.
Our procedures in respect of the above included:— Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;— Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;— Review of financial statement disclosures and agreeing to supporting documentation;— Involvement of tax specialists in the audit; and— Review of legal expenditure accounts to understand the nature of expenditure incurred.
The key laws and regulations we considered in this context included the UK Companies Act, Quoted Companies Alliance, AIM Listing Rules,
UK adopted international accounting standards and tax laws in key territories which the Group operates. We have no matters to report inthis regard.

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Independent Auditor’s report C O N T I N U E D
to the members of Keywords Studios plc
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:— Enquiry with management, those charged with governance and the Audit Committee regarding any known or suspected instancesof fraud;— Obtaining an understanding of the Group’s policies and procedures relating to: – Detecting and responding to the risks of fraud; and –Internal controls established to mitigate risks related to fraud;— Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;— Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;— Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud; and— Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Our procedures in respect of fraud have included but are not limited to;— Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;— Assessing significant estimates made by management for bias;— Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud; and— Testing of revenue recognition, including the testing for existence, cut-off and the testing of journal entries specifically related to revenue(as a response to the fraud risk raised in respect of improper revenue recognition), for further details, please see the Key Audit Mattertitled “Revenue Recognition - cut off” earlier in this report; and— Detailed testing of other key areas of estimation uncertainty or judgement, for example; acquisition accounting, valuation of goodwill andintangible assets, as set out in our Key Audit Matters Section.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including
component engagement teams who were all deemed to have appropriate competence and capabilities and remained alert to any indicationsof fraud or non-compliance with laws and regulations throughout the audit. For component engagement teams, we also reviewed the resultof their work performed in this regard. Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There
are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is fromthe events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our
responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditors/audit- assurance/auditor-sresponsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for.
This description forms part of our auditor’s report.

The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in anauditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone otherthan the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen McCallion (Senior Statutory Auditor)
For and on behalf of BDO, Statutory Auditor
Dublin 2, Ireland
13 March 2024

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Statements

101

Supplementary
Information

Consolidated statement of comprehensive income

Years ended 31 December
Note

2023
€’000

2022
€’000

Revenue from contracts with customers

4780,445

690,718

Cost of sales

5(481,340)(423,452)

299,105

267,266

Gross profit
Other income

5

–

1,098

Share-based payments expense

23(21,964)(18,678)

Costs of acquisition and integration

5(27,140)(8,413)

Amortisation of intangible assets

11(26,060)(16,810)

Total of items excluded from adjusted profit measures(75,164)(43,901)

Other administration expenses(177,111)(152,653)

Administrative expenses(252,275)(196,554)

Operating profit

46,83071,810Financing income

6

614

1,986

Financing cost

6

(12,450)(5,814)34,994

67,982(15,042)(20,612)

19,95247,37012

286

Exchange gain / (loss) in net investment in foreign operations(8,317)(7,947)

Exchange gain / (loss) on translation of foreign operations(2,518)6,144

Non-controlling interest; recycled on disposal of subsidiary–

162

Profit before taxation
Taxation

7

Profit after taxation
Other comprehensive income:Items that will not be reclassified subsequently to profit or loss
Actuarial gain / (loss) on defined benefit plans

Items that may be reclassified subsequently to profit or loss

Tax related to items taken to other comprehensive income

7

Total comprehensive income / (expense)

1,238

–

10,36746,015

19,95247,415

Profit / (loss) for the period attributable to:
Owners of the parent
Non-controlling interest

–

(45)

19,95247,37010,36746,015

10,36746,015

Total comprehensive income / (expense) attributable to:
Owners of the parent

Earnings per share€ cent€ centBasic earnings per ordinary share

8

25.28

61.54

Diluted earnings per ordinary share

8

24.94

58.86

The notes 1 to 29 form an integral part of these consolidated financial statements.
On behalf of the Board

Bertrand Bodson			

Rob Kingston

Director					Director
13 March 2024

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102

Consolidated statement of financial position

At 31 December

Note

2023
€’000

2022
Restated (note 21)€’000

Intangible assets

11

632,176

469,953

Right of use assets

12

41,95037,672

Property, plant and equipment

13

50,23744,784

Deferred tax assets

21

32,751

31,157

Investments

14

175

175

757,289583,741

Non-current assets

Current assets
59,862

81,886

Trade receivables

15

89,94081,563

Other receivables

16

83,993

61,415

5,991

6,503

239,786

231,367

Cash and cash equivalents

Corporation tax recoverable
Current liabilities
Trade payables
Other payables

17

Loans and borrowings

18

Corporation tax liabilities
Lease liabilities

19

Net current assets / (liabilities)

14,294

15,878

155,970

139,355–

45

27,081

22,02813,865

12,414211,210

189,720

28,576

41,647

Non-current liabilities
Other payables

17

12,002

18,308

Employee defined benefit plans

20

4,030

2,861

Loans and borrowings

18

127,380

6

Deferred tax liabilities

21

10,307

17,017

Lease liabilities

19

Net assets

33,10730,105

186,826

68,297599,039

557,091

EquityShare capital

22

939

924

Share capital – to be issued

22

321

2,467

Share premium

22

54,51847,021

Merger reserve22

306,837

286,655

183

11,018Foreign exchange reserve(6,774)–80,41665,379Retained earnings

162,599

143,627

Total equity

599,039

557,091

Shares held in Employee Benefit Trust (EBT)
Share-based payments reserve

22

The notes 1 to 29 form an integral part of these consolidated financial statements. The financial statements were approved and authorised for
issue by the Board on 13 March 2024.
On behalf of the Board

Bertrand Bodson		

Rob Kingston

Director				Director
13 March 2024

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Annual Report and Accounts 2023

Overview

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ReportFinancial
Statements

Governance103

Supplementary
Information

Consolidated statement of changes in equity

Share
capital
€’000

Share
capital– to beissued€’000

Sharepremium€’000

Mergerreserve€’000

Foreignexchangereserve€’000

Sharesheld in
EBT€’000

Sharebased
payments
reserve€’000

Retainedearnings
€’000

Total
attributableto owners ofparent€’000

Noncontrollinginterest€’000

Total equity€’000

At 01 January 2022

904

2,185

38,549273,677

12,821(1,997)48,19397,905472,237(117)

472,120

Profit / (loss) for theperiod

–

–

–

–

–

–

–

47,41547,415(45)

47,370Recycled on disposalof subsidiary

–

–

–

–

–

–

–

–

–

162

162

Other comprehensive
income––––(1,803)––286(1,517)–(1,517)

Total comprehensive
income for the period

–

–

–

–

(1,803)––47,70145,898117

46,015

Share-based payments
expense

–

–

–

–

–

–

18,577–

18,577–

18,577

Share options
exercised

14

–

5,862

–

–

1,997

(1,492)

–

6,381

–

6,381

Employee Share
Purchase Plan

–

–

909

–

–

–

101

–

1,010

–

1,010

Dividends

–

–

–

–

–

–

–

(1,979)(1,979)–(1,979)Acquisition-related
issuance of shares

6

282

1,701

12,978––––

14,967–

14,967

Contributions by andcontributions to theowners:Contributions by andcontributions to theowners

20

282

8,472

12,978–

1,997

17,186(1,979)38,956–

38,956

At 31 December 2022

924

2,467

47,021

286,655

11,018–65,379143,627

557,091–

557,091

Profit / (loss) for theperiod

–

–

–

–

–

–

–

19,952

19,952–

19,952Other comprehensive
income––––(10,835)

–

–

1,250

(9,585)–(9,585)

Total comprehensive
income for the period

–

–

–

–

(10,835)––

21,202

10,367–

10,367

Share-based payments
expense

–

–

–

–

–

–

21,964–

21,964–

21,964

Cash proceeds arisingfrom share-based
payments

5

–

1,462

–

–

–

1,145

–

2,612

–

2,612

Contributions by andcontributions to theowners:Company fundedacquisition of shares(note 22)

–

–

–

–

–

(6,774)(8,072)–(14,846)–(14,846)

Dividends

–

–

–

–

–

–

–

(2,230)(2,230)–(2,230)Acquisition-related
issuance of shares

10(2,146)

6,035

20,182––––

24,081–

24,081

Contributions by andcontributions to theowners15(2,146)

7,497

20,182–(6,774)15,037(2,230)31,581–

31,581

At 31 December 2023

939

321

54,518306,837

183(6,774)80,416 162,599

599,039–

599,039

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Consolidated statement of cash flows

Years ended 31 December
Note

2023
€’000

2022
€’000

19,95247,370Cash flows from operating activities
Profit after taxation
Income and expenses not affecting operating cash flows
Depreciation and impairment – property, plant and equipment

13

28,90318,365

Depreciation and impairment – right of use assets

12

15,948

14,585

Amortisation and impairment of intangible assets

11

26,06016,810

Taxation

7

15,042

20,612

Share-based payments expense

23

21,964

18,678Fair value movements in deferred and contingent consideration

5

9,177

2,282

Non-cash movements included in costs of acquisition and integration

5

2,677

–

Unwinding of discounted liabilities – deferred consideration

6

3,279

2,922

Unwinding of discounted liabilities – lease liabilities

6

1,447

969

Interest receivable

6

(614)

(309)

1,025

514

6

5,768

1,261

Fair value adjustments to employee defined benefit plans
Interest expense
Unrealised foreign exchange (gain) / loss

(4,559)766

126,11797,455(284)(11,771)

Changes in operating assets and liabilities
Decrease / (increase) in trade receivables
Decrease / (increase) in MMTC and VGTR receivable(11,260)(3,591)

Decrease / (increase) in other receivables(6,785)(6,457)(Decrease) / increase in accruals, trade and other payables
Taxation paid
Settlement of deferred and contingent consideration related to continuous employment

17

Net cash generated by / (used in) operating activities

7,470

18,785(10,859)(3,034)(20,853)(17,505)(3,900)–110,457

124,286

Cash flows from investing activities
Current year acquisition of subsidiaries net of cash acquired

27(160,380)(87,494)

Settlement of deferred liabilities on acquisitions

17(30,428)(25,800)

Acquisition of property, plant and equipment

13(30,689)(27,007)

Investment in intangible assets

11(3,052)

(501)

614

309

(223,935)(140,493)

Interest received
Net cash generated by / (used in) investing activities
Cash flows from financing activities
Cash proceeds, where EBT shares were utilised for the exercise of share-based
payments

1,145

505

Repayment of loans

18(97,379)(79)

Drawdown of loans

18

227,322–

Payments of principal on lease liabilities

19(15,038)(11,361)Interest paid on principal of lease liabilities

19(1,447)(969)

Dividends paid

9(2,230)(1,979)Company funded acquisition of shares by EBT
Shares issued for cash

22

(14,846)

–

1,467

6,785

Interest paid

(6,282)(828)

Net cash generated by / (used in) financing activities

92,712(7,926)

Increase / (decrease) in cash and cash equivalents(20,766)(24,133)

Exchange gain / (loss) on cash and cash equivalents(1,258)309

Cash and cash equivalents at beginning of the period

81,886

105,710

Cash and cash equivalents at end of the period

59,862

81,886

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Notes forming part of the consolidated financial statements
1 Basis of Preparation
Keywords Studios plc (the “Company”) is a company incorporated in the United Kingdom. The consolidated financial statements include thefinancial statements of the Company and its subsidiaries (the “Group”) made up to 31 December 2023.
The consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards, and in
conformity with the requirements of the Companies Act 2006. Unless otherwise stated, the financial statements have been prepared inthousands (’000) and the financial statements are presented in euro (€) which is the functional currency of the Company.

Going Concern Basis of Accounting
After making enquiries, the Directors consider it appropriate to continue to adopt the going concern basis in preparing the Consolidated andCompany financial statements. In doing so the Directors have considered the following:— The cash position of the Group;— The strong cash flow performance of the Group through the year;— The continued demand for the Group’s services;— The ability to operate most of its services in a work from home model where studios are temporarily closed;— The historical resilience of the broader video games industry in times of economic downturn; and— The ability of the Group to flex its cost base in response to a reduction in trading activity.
The Directors have also considered the Group’s strong liquidity position with cash and cash equivalents of €60m as at 31 December 2023,
and committed undrawn facilities of €237m under the Revolving Credit Facility (“RCF”).
The Directors have applied downside sensitivities to the Group’s cash flow projections to assess the Group’s resilience to adverse outcomes.
This assessment included a reasonable worst-case scenario in which the Group’s principal risks manifest to a severe but plausible level.
Even under the most severe case, the Group would have sufficient liquidity and remain within its banking covenants. The Directors have areasonable expectation that the Company and the Group have adequate resources to continue to operate and meet liabilities as they fall due
for the foreseeable future, a period considered to be at least twelve months from the date of these financial statements and therefore thegoing concern basis of preparation continues to be appropriate.

New Standards, Interpretations and Amendments effective 01 January 2023
The following amendments effective for the period beginning 01 January 2023 are expected to be impactful on the Group moving forward:— Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2): The Group has implemented amendments to IAS
1 related to the application of materiality in relation to the disclosure of accounting policies, requiring companies to disclose their material
accounting policies rather than their significant accounting policies, clarifying that accounting policies related to immaterial transactions,other events or conditions are themselves immaterial and as such need not be disclosed; and clarifying that not all accounting policies
that relate to material transactions, other events or conditions are themselves material to a company’s financial statements. Whereas all
Significant Accounting Policies were disclosed in the past, the Group now discloses only material accounting policies in note 2.
— Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12): Amendments effective 01 January2023 narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting
temporary differences e.g. Right of use assets and Lease liabilities. As a result in 2023, deferred tax assets and liabilities associated withleases are now recognised gross from the beginning of the earliest comparative period presented, As outlined in note 21, the comparative
periods presented have been re-stated to reflect the impact of adoption on the carrying value of Right of Use Assets and Lease Liabilities,
with any cumulative effect recognised as an adjustment to retained earnings or other components of equity.

New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective infuture accounting periods that the Group has decided not to adopt early.
The following amendments effective for the period beginning 01 January 2024:— Lease Liability in a Sale and Leaseback (Amendment to IFRS 16); and— IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-Current, with Covenants).
The Group does not expect these other amendments, or any other standards issued by the IASB but not yet effective, to have a material
impact on the Group.

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Notes forming part of the consolidated financial statements
CONTINUED

2 Material Accounting Policies
Basis of Consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power
to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of theseelements of control.
De facto control exists in situations where the Company has the practical ability to direct the relevant activities of the investee without holding
the majority of the voting rights. In determining whether de facto control exists, the Company considers all relevant facts and circumstances,including:— The size of the Company’s voting rights relative to both the size and dispersion of other parties who hold voting rights;— Substantive potential voting rights held by the Company and by other parties;— Other contractual arrangements; and— Historic patterns in voting attendance.
The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they formed a single entity.
Intercompany transactions and balances between Group companies are eliminated in full.

Business Combinations
The consolidated financial statements incorporate the results of business combinations using the purchase method. The results of acquired
operations are included in the consolidated financial statements from the date on which control is obtained. They are consolidated until thedate on which control ceases. In the Consolidated statement of financial position, the acquired identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition date. If the initial accounting for a business combination is incomplete by
the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the valuationof the fair value of assets and liabilities acquired is still in progress. Those provisional amounts are adjusted when additional information is
obtained about facts and circumstances which would have affected the amounts recognised as of that date, and any adjustments to theprovisional values allocated to the consideration, identifiable assets or liabilities (and contingent liabilities, if relevant) are made within themeasurement period, a period of no more than one year from the acquisition date.
Any contingent consideration payable is recognised at fair value at the acquisition date and is split between current liabilities and longterm liabilities depending on when it is due. In general, in order for contingent consideration to become payable, pre-defined profit and/or revenue targets must be exceeded. The fair value of contingent consideration at acquisition date is arrived at through discounting the
expected payment (based on scenario modelling) to present value. Where contingent consideration is dependent on the recipient remaining
in employment, the payment is accounted for as post-acquisition remuneration accrued over the retention period, as required under IFRS
3. At each balance sheet date, the fair value of the contingent consideration liabilities are revalued, with the expected pay-out determined
separately in respect of each individual acquisition and any change recognised in the statement of comprehensive income. For deferredconsideration which is to be provided for by the issue of a fixed number of shares at a future defined date, where there is no obligation on
Keywords to offer a variable number of shares, the deferred consideration is classified as an equity arrangement and the value of the shares isfixed at the date of the acquisition.
Acquisition-related costs are recognised immediately as an expense in the periods in which the costs are incurred and the services
are received.

Intangible Assets
The Group’s Intangible Assets comprise Goodwill, Customer Relationships and Other Intangible Assets.

Goodwill
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets,
liabilities and contingent liabilities acquired. The cost comprises the fair value of assets given, liabilities assumed and equity instruments issued,
plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of theexisting equity interest in the acquiree. Contingent consideration is included at fair value on the acquisition date and, in the case of contingent
consideration classified as a financial liability, remeasured subsequently through the profit and loss. Goodwill is capitalised as an intangible
asset with any impairment in carrying value being charged to the Consolidated statement of comprehensive income.

Customer Relationships
Intangible assets, separately identified from goodwill acquired as part of a business combination (mainly Customer Relationships), are initiallystated at fair value. The fair value attributed is determined by discounting the expected future cash flows generated from the net margin of
the business from the main customers taken on at acquisition. The assets are amortised on a straight-line basis (to administration expenses)
over their useful economic lives (typically five years is deemed appropriate, however, this is re-examined for each acquisition).

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Other Intangible Assets
Other intangible assets include Intellectual Property and Music Licences, both acquired and internally developed. Other intangible assets arerecognised once they meet the criteria under IAS 38, and are amortised on a straight-line basis over the period of its expected benefit, startingfrom the date of full commercial use of the product. Residual amounts, useful lives and the amortisation methods are reviewed at the end of
every accounting period.
Following initial recognition of development expenditure as an intangible asset, the cost model is applied requiring the intangible asset to
be carried at cost, less any accumulated amortisation and accumulated impairment losses. During the period of development, the asset istested for impairment annually. If specific events indicate that impairment of an item of intangible asset may have taken place, the item’s
recoverability is assessed by comparing its carrying amount with its recoverable amount. The recoverable amount is the higher of the fair value
net of disposal costs and the value in use.

Impairment
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year
end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying
amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fairvalue less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group ofassets to which it belongs for which there are separately identifiable cash flows; its cash generating units (“CGUs”). Goodwill is allocated on
initial recognition to each of the Group’s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.

Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, deposits held on call with banks and other short-term highly liquid investments. Where cash
is on deposit with maturity dates greater than three months, it is disclosed as short-term investments.

Foreign Currency
The consolidated financial statements are presented in euro, which is the presentation currency of the Group and the functional currency of
the Parent Company.
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate(their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities
are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets andliabilities are recognised immediately in profit or loss.
On consolidation, the results of overseas operations are translated into euro at rates approximating when the transactions took place. All
assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at
the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operationsat actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.
Exchange differences recognised in profit or loss in Group entities’ separate financial statements on the translation of long-term items forming
part of the Group’s net investment in the overseas operation concerned are classified to other comprehensive income and accumulated in theforeign exchange reserve on consolidation.

Revenue from Contracts with Customers
Contracts are typically for services, performing agreed-upon tasks for a customer and can be time-and-materials or milestone-based. Most contracts areshort term in duration (generally less than one month); however, milestone-based contracts can be longer term and extend to several months (or in somecases over a year). Where there are multiple performance obligations outlined in a contract, each performance obligation is separately assessed, thetransaction price is allocated to each obligation, and related revenues are recognised as services or assets are transferred to the customer. Performanceobligations are typically satisfied over time, as the majority of contracts meet the criteria outlined in IFRS 15 paragraph 35 (a) and (c).
Due to the nature of the services provided and the competitive nature of the market, contracts generally allocate specific transaction prices
to separate performance obligations. Individual services or individual milestones generally involve extensive commercial negotiation to arriveat the specific agreed-upon tasks, and the related pricing outlined in the contract. Such negotiations extend further for milestone-based
contracts to also include the criteria involved in the periodic and regular process of milestone acceptance by the customer. Such criteria may
involve qualitative, as well as quantitative, measures and judgements.
In measuring progress towards complete satisfaction of performance obligations, the input method is considered to be the most appropriate
method to depict the underlying nature of the contracts with customers, the interactive way the service is delivered, and projects aremanaged with the customer. For time-and-materials contracts, other than tracking and valuing time expended, significant judgement is notnormally involved. For milestone-based contracts, progress is generally measured based on the proportion of contract costs incurred at thebalance sheet date (e.g. worked days), relative to the total estimated costs of the contract, involving estimates of the cost to completionetc. Added to this, significant judgement can be involved in measuring progress towards customer acceptance of the milestone. Significant
judgement may also be involved where circumstances arise that may change the original estimates of revenues, costs or extent of progress
towards complete satisfaction of the performance obligations. In such circumstances estimates are revised. These revisions may result inincreases or decreases in revenue or costs and are reflected in income in the period in which the circumstances that give rise to the revisionbecame known. When the outcome of a contract cannot be measured reliably, contract revenue is recognised only to the extent thatmilestones have been accepted by the customer. Contract costs are recognised as incurred. When it is probable that total contract costs will
exceed total contract revenue, the expected loss is recognised immediately.

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Notes forming part of the consolidated financial statements
CONTINUED

2 Material Accounting Policies continued
Revenue from Contracts with Customers continued
Revenue recognised represents the consideration received or receivable, net of sales taxes, rebates discounts and after eliminatingintercompany sales. Revenue is recognised only where it is probable that consideration will be received. Where consideration is received andthe related revenue has not been recognised, the consideration received is recognised as a contract liability (Deferred Revenue), until either
revenue is recognised or the consideration is refunded. Revenue is derived from eight main service lines:— Art Services – Art Services relate to the production of graphical art assets for inclusion in the video game, including concept art creation
along with 2D and 3D art asset production and animation. Contracts can be either time-and-materials based or milestone-based, withperformance obligations satisfied over time. Contracts are generally short term in duration; however, for longer contracts the input
method is used to measure progress (e.g. worked days relative to the total expected inputs). 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 progresscannot be measured reliably, revenue is recognised on milestone acceptance.
— Game Development – Game Development relates to 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 performanceobligation, revenue is recognised using the input method to measure progress. Where progress cannot be measured reliably, revenue isrecognised on milestone acceptance.
— Audio – Audio services relate to the audio production process for computer games and includes script translation, actor selection andtalent management through pre-production, audio direction, recording, and post-production, including native language quality assuranceof the recordings. Audio contracts may also involve music licensing or selling music soundtracks. Audio service contracts are typicallymilestone-based, with performance obligations satisfied over time. Audio services contracts are generally short term in duration; however,for longer contracts where progress towards complete satisfaction of the performance obligation can be measured reliably, revenue
is recognised using the input method to measure progress. Where progress cannot be measured reliably, audio services revenue isrecognised on milestone acceptance. Music licensing and music soundtracks performance obligations are assessed separately, andrelated revenue is recognised on licence inception and on delivery of the soundtracks, respectively.
— Functional Testing – Functional Testing relates to quality assurance services provided to game producers to ensure games function as
required. Contracts are typically time-and-materials based and performance obligations are satisfied over time. Contracts are generally
short term in duration. Revenue is recognised as the related services are rendered.
— Localization – Localization services relate to translation and cultural adaptation of in-game text and audio scripts across multiple game platforms
and genres. Contracts are typically time-and-materials based and performance obligations are satisfied over time. Contracts are generally shortterm in duration; however, for longer contracts the input method is used to measure progress. Localization contracts may also involve licensing
translation software as a service. Such revenue is assessed separately. Revenue is recognised as the related services are rendered.
— Localization Testing – Localization Testing involves testing the linguistic correctness and cultural acceptability of computer games.
Contracts are typically time-and-materials based and performance obligations are satisfied over time. Contracts are generally short termin duration. Revenue is recognised as the related services are rendered.
— Marketing – Marketing services include game trailers, marketing art and materials, PR and full brand campaign strategies. Contracts canbe either time-and-materials based or milestone-based, with performance obligations satisfied over time. Contracts are generally shortterm in duration; however, for longer contracts the input method is used to measure progress. 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 progresscannot be measured reliably, revenue is recognised on milestone acceptance.
— Player Engagement – Player Engagement relates to the live operations support services such as community management, player
engagement and associated services provided to producers of games to ensure that consumers have a positive user experience.
Contracts are typically time-and-materials based and performance obligations are satisfied over time. Contracts are generally long termin duration. Player Engagement contracts may also involve digital support platform software as a service. Revenue is recognised as therelated services are rendered.

Multimedia Tax Credits / Video Games Tax Relief and other tax credits related to staff costs
The multimedia tax credits (“MMTC”) received in Canada, and video games tax relief in the UK together with similar reliefs in other jurisdictions(“VGTR”), are tax credits related to staff costs. Tax credits are recognised as income over the periods necessary to match the credit on asystematic basis with the costs that it is intended to compensate. Thus, credits are taken as a deduction against direct costs each period,
but typically paid in the following financial year once the claims have been submitted and agreed. The nature of the grants is such that they
are not dependent on taxable profits, and are recognised (under IAS 20), at their fair value when there is a reasonable assurance that the grant
will be received and all attaching conditions have been complied with.

Share-based Payments
The Company issues equity-settled share-based payments to certain employees and Directors under a Share Option Scheme and a Long-Term
Incentive Plan (“LTIP”). Conditional awards under the rules of the LTIP Plan (“Salary Shares”) are also issued to certain employees and Directors.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period. Other than continuous service, grants
do not have non-market-based vesting conditions. At each reporting date the Company adjusts for unvested forfeitures and the impact isrecognised in profit or loss, with a corresponding adjustment to equity reserves. The Company has no legal or constructive obligation to
repurchase or settle the options in cash.

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Additional employer costs, including social security taxes, in respect of options and awards are expensed over the vesting period with acorresponding liability recognised. The liability recognised depends on the number of options that are expected to be exercised, and theliability is adjusted by reference to the fair value of the options at the end of each reporting period.
Where share-based payments are issued to employees of subsidiary companies, the annual cost of the options are recharged to the subsidiarycompany through an inter-company recharge.

Share Option Plan
These are measured at fair value on the grant date using a Black-Scholes option pricing model which calculates the fair value of an option byusing the vesting period, the expected volatility of the share price, the current share price, the exercise price and the risk-free interest rate.
The fair value of the option is amortised over the vesting period, with one-third of the options vesting after two years, one-third after three
years, and the balance vesting after four years. The only vesting condition is continuous service. There is no requirement to revalue the option
at any subsequent date.

LTIP
The exercise of LTIP awards is subject to certain vesting conditions. For the awards granted up to 2015, one-third of the share options vested if
the Company exceeded the Total Shareholder Returns (“TSR”) of the Numis Small Cap Index (excluding Investment Trusts) by 10%, two-thirds
if the TSR exceeded the Index by 20% and full vesting if the TSR exceeded the Index by 30%. This was amended for the 2016 and 2017 awards
to 100% vesting if the shareholder return exceeds the Index by 45%, and a prorated return between 10% if the TSR matches the Index, to 100%
if the TSR exceeds the Index by 45%. The scheme was further amended in 2018 to 100% vesting if the TSR exceeds the Index by 20%, and aprorated return between 10% and 100% if the TSR exceeds the Index by between 0% and 20%. In 2019, the benchmark Index was amended for
future grants to be the FTSE Small Cap Index, with the same performance conditions as 2018. In 2021, the benchmark Index was amended tobe the FTSE 250 Index (excluding investment trusts), and threshold vesting (25% of the award) will be earned for TSR in line with the Index andfull vesting will be earned for exceeding the Index TSR by 20% over the performance period. A prorated return will be earned between 25%
and 100% if the TSR exceeds the Index by between 0% and 20%.
These are measured at fair value, taking into account market vesting conditions but not non-market vesting conditions, at the date of grant,measured by using the Monte Carlo binomial model.

Salary Shares
Salary shares are measured at fair value on the grant date. As the only vesting condition is continuous service, the fair value of the shares isamortised over the vesting period.

Income Taxes and Deferred Taxation
Provision for income taxes is calculated in accordance with the tax legislations and applicable tax rates in force at the reporting date in the
countries in which the Group companies have been incorporated.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial
position differs from its tax base, except for differences arising on:— The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and— Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference andit is probable that the difference will not reverse in the foreseeable future.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date andare expected to apply when the deferred tax liabilities / (assets) are settled / (recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and thedeferred tax assets and liabilities relate to taxes levied by the same tax authority on either:— The same taxable Group company; or— Different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle theliabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled
or recovered.
Deferred tax assets and liabilities associated with leases and decommissioning liabilities are recognised on a gross basis, in accordance with
IAS 12.

Property, Plant and Equipment
Property, plant and equipment comprise computers, leasehold improvements, and office furniture and equipment, and are stated at cost lessaccumulated depreciation. Carrying amounts are reviewed for impairment whenever events or changes in circumstances indicate that theircarrying amount may not be recoverable. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written
down immediately to its recoverable amount.
Property, plant and equipment acquired through business combinations are valued at fair value on the date of acquisition.

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Notes forming part of the consolidated financial statements
CONTINUED

2 Material Accounting Policies continued
Property, Plant and Equipment continued
Depreciation is calculated to write off the cost of fixed assets on a straight-line basis over the expected useful lives of the assets concerned.
The principal annual rates used for this purpose are:
Computers and software

3 – 5 years

Office furniture and equipment

10 years

Leasehold improvements

over the length of the lease

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in the Consolidated statement ofcomprehensive income.

Financial Assets
The Group’s most significant financial assets comprise trade and other receivables and cash and cash equivalents in the Consolidated
statement of financial position, whereas the Company’s most significant financial assets comprise inter-group receivables.

Trade Receivables
Trade receivables, which principally represent amounts due from customers, are recognised at amortised cost as they meet the IFRS 9
classification test of being held to collect, and the cash flow characteristics represent solely payments of principal and interest. The Group’s
impairment methodology is in line with the requirements of IFRS 9. The simplified approach to providing for expected credit losses has been
applied to trade receivables, which requires the use of a lifetime expected loss provision.

Accrued Income from Contracts with Customers
Other receivables include Accrued income from contracts with customers. The Group also applies the simplified approach to assessing
expected credit losses in relation to such assets, as their maturities are less than twelve months.

Share Capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability.
The Group’s ordinary shares are classified as equity instruments.

Financial Liabilities
Trade payables, bank borrowings and other monetary liabilities are initially recognised at fair value and subsequently carried at amortised costusing the effective interest rate method.

Leased Assets
A lease is defined as “a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time inexchange for consideration”.
At lease commencement date, the Group recognises a right of use asset and a lease liability on the balance sheet. The right of use asset ismeasured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate
of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the right of use assets on a straight-line basis from the lease commencement date to the earlier of the end of theuseful life of the right of use asset or the end of the lease term. The Group also assesses the right of use asset for impairment when such
indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at thatdate, discounted using the interest rate implicit in the lease if that rate is readily available or at the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in-substance fixed), variable
payments based on an index or rate, amounts expected to be payable under a residual value guarantee, and payments arising from purchaseand extension options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect
any reassessment or modification, or if there are changes to in-substance fixed payments. When the lease liability is remeasured, thecorresponding adjustment is reflected in the right of use asset, or profit and loss if the right of use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising aright of use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis overthe lease term.
The Group has applied judgement to determine the lease term for contracts in which it is a lessee that include renewal options.
The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects
the lease liabilities and right of use assets recognised.

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Employee Benefit Trust
Ordinary shares purchased by the Employee Benefit Trust on behalf of the parent company under the Terms of the Share Option Plan are
deducted from equity on the face of the Consolidated statement of financial position. No gain or loss is recognised in relation to the purchase,sale, issue or cancellation of the parent company’s ordinary shares. Where such shares are utilised for employee share schemes, the cost of
the shares is transferred to the Share-based payment reserve, with any cash proceeds credited directly to the Share-based payment reserve.

3 Critical Accounting Estimates and Judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the future, actual experience may differ from these estimates and assumptions.

Judgements
The judgements, apart from those involving estimations, that management have made in the process of applying the Group’s accounting
policies and that have the most significant effect on the amounts recognised in the financial statements, are outlined below.
— Group– Functional and Presentation Currency: The Directors have considered the requirements of IAS 21 in determining the currency thatmost faithfully represents the economic effects of the underlying transactions, events and conditions to determine the functional
currency of the Company. Detailed consideration has been given to both the Primary and Secondary Indicators in forming thisconclusion. The Primary Indicators relate to revenues, regulation, competitive forces and costs, while the Secondary Indicators aremainly concerned with financing the business and the currency in which receipts from operating activities are usually retained. With amix of currencies dominating the indicators, there is no clear single currency that influences the Group when all factors are considered.
The Directors have determined the euro as the most appropriate presentation currency of the consolidated financial statements.
– Business Combinations (Customer relationships): When acquiring a business, the Group is required to identify and recognise
intangible assets, the determination of which requires a significant degree of judgement. Acquisitions may also result in intangible
benefits being brought into the Group, some of which qualify for recognition as intangible assets while other such benefits do not meetthe recognition requirements of IFRS and therefore form part of goodwill. Customer relationships are recognised as separate assets
where revenues are recurring in nature and material revenues have been generated with the customer for a continuous period of three
years. For the Game Development service line, the key asset acquired is typically “know-how”, an asset that is not readily measurable
and thus intrinsically linked to goodwill. Relationships are typically fixed term contract based rather than relationship based. Therefore,
neither customer contracts nor customer relationships are typically recognised on the acquisition of a Game Development business.
– IFRS 16 Leases: The Group has determined that the Group’s incremental borrowing rate is the appropriate rate to use to discountlease liabilities. The Group has applied judgement to determine the lease term for contracts in which it is a lessee that include
renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, whichsignificantly affects the lease liabilities and right of use assets recognised.
– Business Combinations (put and call options over Non-controlling interest): The Group acquired an 85% interest in Tantalus in March
2021, with the sellers retaining a minority shareholding. The shareholder agreement (signed with the purchase agreement) includes
put and call options (“the Forward”) that require the sellers to sell, or require the Group to buy, the remaining 15% shareholding after
three years using a pre-determined valuation methodology linked to post-acquisition performance. IFRS 3 does not provide specificguidance on how such contracts should be accounted for in a business combination. The Board determined, taking into consideration
all the contracts’ terms and conditions, that the impact of the Forward put the Group in a similar position as if the Group had acquired a
100% interest in the subsidiary on the acquisition date, with deferred contingent consideration payable at a future date. In doing so, theBoard considered whether the risks and rewards of ownership reside with the Non-controlling interest or had effectively transferredto the Group, and concluded that the Non-controlling interest arising on the acquisition had been extinguished by a combination of
the Forward and other conditions in the agreements. Therefore, the Group has accounted for the acquisition as if a 100% interest was
acquired on acquisition, accounting for the initial investment and the Forward as a single linked transaction in which 100% control isgained, with the Forward recognised at fair value, as a financial liability within Deferred and contingent consideration (note 17), and no
Non-controlling interest recognised on the acquisition. Any subsequent remeasurement required due to changes in the fair value of theliability are recognised in the Consolidated statement of comprehensive income.
– Goodwill: Goodwill is required to be tested for impairment at least annually or more frequently if changes in circumstances or theoccurrence of events indicating potential impairment exist. The Group uses the present value of future cash flows to determine
recoverable amounts. In calculating the value in use, significant judgement and estimation is required in forecasting cash flows of CGUs,
in determining terminal growth values and in selecting an appropriate discount rate.

Estimates and Assumptions
A number of areas requiring the use of estimates and critical judgements impact the Group’s earnings and financial position. These include
revenue recognition, the computation of income taxes, the value of goodwill and intangible assets arising on acquisitions, the valuationof multimedia tax credits / video games tax relief, leasing and the valuation of defined retirement benefits. The Directors consider that noreasonably possible changes to any of the assumptions used in the estimates would in the view of the Directors give rise to significant risk of amaterial adjustment to the carrying value of the associated balances in the subsequent financial year.

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Notes forming part of the consolidated financial statements
CONTINUED

4 Segmental Analysis and Revenue from Contracts with Customers
Segmental Analysis
2023
€’000

2022
€’000

Create336,069

275,570

Globalize

279,490

300,875

Engage164,886

114,273

780,445

690,718

Revenue from external customers

Segment operating profit
Create94,11869,748Globalize

48,477

61,577Engage15,71015,576

158,305

146,901

Adjusted EBITDA^

158,305

146,901

Share-based payments expense(21,964)(18,678)

Reconciliation of Segment operating profit

Costs of acquisition and integration(27,140)(8,413)

Amortisation of intangible assets(26,060)(16,810)Depreciation – property, plant and equipment(23,128)(18,365)

Depreciation – right of use assets(13,907)(14,585)

Bank charges

724

662

Other income

–

1,098

46,83071,810614

1,986

Financing cost

(12,450)(5,814)

Profit before taxation

34,994

67,982

Operating profit
Financing income^ The Group reports a number of alternative performance measures (“APMs”), including Adjusted EBITDA, to present the financial performance of the business, thatare not GAAP measures as defined under IFRS. Segmental results are reported in a manner consistent with these measures, with Segment operating profit equating
to Adjusted EBITDA. A reconciliation of Adjusted EBITDA to the relevant GAAP measure is presented in the APMs section.

The Group is organised into three operating segments (as identified under IFRS 8 Operating Segments), and generates revenue across eight
service lines under three divisions:— Create – Game Development and Art Services;— Globalize – Functional Testing, Localization Testing, Audio and Localization; and— Engage – Marketing and Player Engagement.
Operating segments are reported in a manner consistent with the internal organisational and management structure, and the internalreporting information provided to the Chief Operating Decision Maker (“CODM”) who is responsible for allocating resources and assessing
performance of the operating segments. The CODM has been identified as the executive management team made up of the Chief Executive
Officer, the Chief Operating Officer and the Chief Financial Officer.
Intersegment revenue is not material and thus not subject to separate disclosure.

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Supplementary
Information

Geographical analysis of non-current assets from continuing businesses*
2023
€’000

2022
€’000

United States

351,240

264,117

United Kingdom

216,416

121,556

Canada49,99757,652Australia

49,17951,869Italy

15,30816,471Poland12,85912,561

Switzerland

9,786

10,025

China

9,573

9,296

India

7,495

4,974

France

7,044

7,150

Other

28,392

28,070757,289583,741* The prior year comparatives have been reclassified to align to the current year ranking.

Revenue from Contracts with Customers
Revenue recognised in the reporting period arises from contracts with customers, and is predominantly recognised over time. There wereno significant amounts of revenue recognised in the reporting period that were included in a contract liability balance at the beginning of thereporting period, or from performance obligations satisfied in the previous reporting period.

Geographical analysis of revenues, by production location*
2023
€’000

2022
€’000

United States

174,550

120,722

Canada158,199

155,509

United Kingdom

130,016

115,017

Poland40,98842,731

Australia

34,42522,211

Italy

34,11439,195

China

29,061

26,759India

27,872

25,290Japan

21,23722,716

Philippines

20,591

20,074Other

109,392

100,494

780,445

690,718* The prior year comparatives have been reclassified to align to the current year ranking by production location.

For many contracts, operations are completed across multiple sites. Analysis of revenues by geographical regions is presented by production
location, which may not reflect the jurisdiction from which the final invoice to the client is raised, or the region of the Group’s customers,
whose locations are worldwide.
One customer was above 10% of revenues in 2023, accounting for 19.1% of total revenue (2022: 13.4%), with revenues spread across all divisions
and service lines. The increase in concentration has been primarily due to the customer’s acquisition activity over the past year.

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Notes forming part of the consolidated financial statements
CONTINUED

4 Segmental Analysis and Revenue from Contracts with Customers continued
Revenue Expected to be Recognised
For Game Development, games are developed to an agreed specification and time schedule, and often have delivery schedules and/or
milestones that extend well into the future. The following are Game Development revenues expected to be recognised for contracts with aschedule of work that extends beyond one year, representing the aggregate amount of the transaction price allocated to the performanceobligations that are unsatisfied (or partially unsatisfied) as at the end of the reporting period:

Total undelivered€’000

Scheduled completion
within 1 year€’000

Scheduled completion
1-2 years€’000

Scheduled completion
2-5 years€’000

At 31 December 2023

69,11357,712

10,947454

At 31 December 2022

82,06077,448

4,612–

Revenue expected to be recognised

For all service lines excluding Game Development, contracts do not extend to more than one year, therefore information concerning
unsatisfied performance obligations are not disclosed, as allowed under the practical expedient exemption under IFRS 15. This practical
expedient is also availed of for Game Development contracts of less than one year in duration.

5 Cost of Sales and Operating Profit
2023
€’000

2022
€’000

Operating expenses

499,186

430,475

Multimedia tax credits / video games tax relief(38,215)(21,540)

Other direct costs

20,36914,517481,340

423,452

2023
€’000

2022
€’000

Depreciation – property, plant and equipment

23,12818,365

Depreciation – right of use assets

13,907

14,585

Amortisation of intangible assets

26,06016,810Costs of acquisition and integration

27,140

8,413

870

689

2,550

2,140

–

(1,098)

Costs of acquisition and integration

2023
€’000

2022
€’000

Acquisition and integrations costs re: current year acquisitions (note 27)

Cost of sales

Operating profit is stated after charging / (crediting):

Auditor’s remuneration
Short-term leases
Other income

2,345

1,177

Acquisition and integrations costs re: prior acquisitions

390

631

Fair value adjustments to contingent consideration (note 17)

300

2,282

Deferred consideration related to continuing employment

8,877

3,266

Costs associated with ceasing operations in Russia (note 29)

3,893

–

593

671

Globalize restructuring – Right of use assets impairment

2,041

–

Globalize restructuring – Property, plant and equipment impairment

5,755

–

Globalize restructuring – Other provisions

2,677

–

269

386

27,1408,413

Acquisition team and related costs

Other reorganisation and restructuring costs

In December 2023, the Board approved an initiative to enhance the Globalize operating model, by managing its cost base, more deeply
integrating technology and enhancing collaboration across our locations to provide best in class service delivery for clients. Against thisbackdrop there was a charge of €10.5m relating to restructuring of the Globalize service line arising from €2.0m in Right of use assets,€5.8m relating to property, plant and equipment and €2.7m of other related contracts that were identified as onerous or impaired.

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Supplementary
Information

2023
€’000

2022
€’000

   Parent company and Group audit

387

318

   Subsidiary companies’ audit

499

358

11

13

897

689

2023
€’000

2022
€’000

–

(1,098)–(1,098)

Auditor’s remuneration

Audit services:

Non-audit services:   Audit-related assurance services

Other income

Gain on disposal of investment

Other income represents the gain on disposal of the Group’s investment in AppSecTest in April 2022 (including related Non-controlling interest
recycled on disposal).

6 Financing Income and Cost
2023
€’000

2022
€’000

614

309

–

1,677

614

1,986

Bank charges

(724)

(662)

Interest expense(5,768)(1,261)

Unwinding of discounted liabilities – lease liabilities(1,447)(969)

Unwinding of discounted liabilities – deferred consideration(3,279)(2,922)Financing income
Interest received
Foreign exchange gain
Financing cost

Foreign exchange loss
Net financing income / (cost)

Keywords Studios plc(1,232)–(12,450)(5,814)(11,836)(3,828)Annual Report and Accounts 2023

116

Notes forming part of the consolidated financial statements
CONTINUED

7 Taxation
2023
€’000

2022
€’000

Income tax on profits

26,46925,844

Deferred tax (note 21)(11,427)(5,232)

15,042

20,612

2023
€’000

2022
€’000

Current income tax

The tax charge for the year can be reconciled to accounting profit as follows:

34,994

67,982

Tax charge based on the Effective tax rate*

6,582

12,156

Income tax prior year (over) / under provision

1,524

(653)

Profit before tax

(602)

(204)

Items disallowed for tax purposes

11,826

7,468

Exempt and non-taxable income

26

(72)

Deferred tax prior year (over) / under provision and impact of change in tax rates(4,220)(924)

Current year tax losses utilised

(17)

(250)

Current year tax losses where deferred tax has not been provided

54

346

Tax incentives

869

932

Other differences – net(1,000)

1,813

Total tax charge

15,042

20,612* Effective tax rate – being the statutory tax rate relative to the profit before tax in each jurisdiction

18.8%

17.9%

State and other direct taxes

The Group’s subsidiaries are located in different jurisdictions and are taxed on their residual profit in those jurisdictions. The effective tax rate
will vary year-on-year due to the effect of changes in tax rates and changes in the proportion of profits in each jurisdiction.

Tax effects relating to each component of other comprehensive income

2023
€’000

2022
€’000

Exchange gain / (loss) in net investment in foreign operations(8,317)(7,947)Tax (expense) / benefit

1,238

993

Net of tax amount(7,079)(6,954)12

286

Actuarial gain / (loss) on defined benefit plansTax (expense) / benefit––

Net of tax amount

12

286

(2,518)

6,144

–

–

(2,518)

6,144

Exchange gain / (loss) on translation of foreign operations
Tax (expense) / benefit
Net of tax amount

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Supplementary
Information

8 Earnings per Share2023€ cent2022€ cent

Basic

25.28

61.54

Diluted

24.94

58.86

Earnings

€’000

€’000

Profit for the period from continuing operations

19,95247,370Weighted average number of equity shares

NumberNumber

78,910,471

76,979,596

Basic (i)Diluting impact of share options (ii)
Diluted (i)1,084,796

3,502,301

79,995,267

80,481,897

NumberNumber

67,82767,802(i) Includes (weighted average) shares to be issued:(ii) Contingently issuable ordinary shares have been excluded where the conditions governing exercisability have not been satisfied:

LTIPs
Share options

NumberNumber3,334,569

409,728450,994

511,4113,785,563

921,139

Details of the number of share options outstanding at the year end are set out in note 23.

9 Dividends
In respect ofApproval date€ cent per
share

Pence STG per
share

Total dividend€’000

Payment date

Final

2021

Mar-22

1.70

1.45

1,305

Jun-22

Interim2022

Sep-22

0.90

0.77

674

Oct-22

2.60

2.22

1,979

1.60

1,461

Jun-23Oct-23

Dividends paid

Dividends paid to shareholders 2022
Final

2022

Mar-23

1.85

Interim2023

Sep-23

0.97

0.85

769

2.82

2.45

2,230

Pence STG per
share

Expected
total dividend€’000

Expected
payment date

1.76

1,609

Jun-24

Dividends paid to shareholders 2023

Recommended

Final

In respect ofApproval date

Expected €cent per share2023

Mar-242.03

At 31 December 2023, Retained earnings available for distribution (being Retained earnings plus Share-based payments reserve) in the
Company were €94.5m (2022: €77.6m). In addition, certain amounts within Merger reserve are considered distributable (see note 22).
The Directors do not foresee any impediment in continuing to implement the dividend policy of the Group moving forward.
The Group does not recognise deferred tax on unremitted retained earnings, as, in general, retained earnings (as dividends) are only remitted
where there are minimal or no tax consequences.

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Notes forming part of the consolidated financial statements
CONTINUED

10 Staff Costs
2023
€’000

2022
€’000

Salaries and related costs

414,818

345,857

Social welfare costs

37,92627,788

8,167

7,222

Total staff costs (including Directors)

Pension costs
Share-based payments expense

Average number of employees

Operations

21,964

18,678482,875

399,545

2023

2022

11,307

10,272

1,033

869

12,34011,141

Key management compensation

2023
€’000

2022
€’000

Salaries and related costs

2,452

2,258

323

431

General and administration

Social welfare costs
Pension costs
Share-based payments expense

75

54

2,025

1,142

4,875

3,885

The key management compensation comprises compensation to nine Directors of Keywords Studios plc during the year (2022: ten).

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Information

11 Intangible Assets

Goodwill€’000

Customer
relationships€’000Intellectual
property /Development
costs
€’000

At 01 January 2022

325,037

68,325

4,114

397,476

Recognition on acquisition of subsidiaries

70,482

34,69525,914

131,091

Additions

–

–

501

501

Disposals

(159)

–

–

(159)

Exchange rate movement

1,373

1,317

(134)

2,556

At 31 December 2022

396,733

104,337

30,395

531,465

Recognition on acquisition of subsidiaries

152,001

45,859–

197,860

Total
€’000

Cost

–

–

3,052

3,052

Adjustment to the carrying value of prior year business combinations(2,967)––(2,967)

Exchange rate movement(7,352)(3,353)(899)(11,604)

At 31 December 2023

538,415

146,843

32,548717,806147

40,7082,678

43,533

Additions

Accumulated amortisation
At 01 January 2022
Amortisation charge
Disposals
Exchange rate movement–

16,285525

16,810

(147)

–

–

(147)

–

1,308

8

1,316

At 31 December 2022–

58,301

3,211

61,512

Amortisation charge–

20,142

5,918

26,060Exchange rate movement–(1,826)(116)(1,942)

At 31 December 2023–

76,617

9,013

85,630Net book value
At 01 January 2023

396,733

46,03627,184

469,953

At 31 December 2023

538,415

70,22623,535632,176

Customer relationships and intellectual property / development costs are amortised on a straight-line basis over five years. Customer
relationships amortisation commences on acquisition, whereas intellectual property / development costs amortisation commences when
the product is launched.

Adjustment to the carrying value of prior year business combinations
IFRS 3 allows a twelve-month measurement period from acquisition date to complete the initial accounting. When Keywords acquired
Helpshift in December 2022, a provisional estimate of deferred tax assets (“DTA”) was recognised related to pre-acquisition tax losses. As US
regulations limit the use of net operating losses in certain cases following ownership changes, an expert report was commissioned to clarify
the availability of the pre-acquisition losses to offset future tax liabilities. Following this study, an uplift of €3.0m in Helpshift DTAs was recordedwith a corresponding reduction in the Goodwill recognised on the Helpshift acquisition. As the adjustment is not significant the prior period
has not been restated.

Impairment tests for goodwill
The Group assesses the carrying value of goodwill each year on the basis of budget projections for the coming year extrapolated using a
1 to 5 year growth rate and a terminal value calculated using a long-term growth rate projection. The (pre-tax) discount rate used of 10.0%(2022: 10.0%) is based on the Board’s assessment of the weighted average cost of capital (“WACC”) of the Group.
A cash-generating unit (“CGU”) is the smallest identifiable group of assets that generates cash inflows that are largely independent of the
cash inflows from other assets or group of assets. The CGUs represent the lowest level within the Group at which the associated goodwill isassessed for internal management purposes and are not larger than the operating segments, as outlined in note 4, determined in accordancewith IFRS 8 Operating Segments. The Board have determined the service lines as CGUs, and Goodwill acquired in business combinations has
been allocated to the CGUs that are expected to benefit from business combinations to date.

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Notes forming part of the consolidated financial statements
CONTINUED

11 Intangible Assets continued
Impairment tests for goodwill continued
A summary of the allocation of the carrying value of goodwill by segment and by CGU is presented below:
Segment

CGU

2023
€m

2022
€m

Create:Game Development

296

218

Art Services

19

19

Functional Testing

14

15

Localization Testing

14

14

Globalize:

Engage:

Audio

33

33

Localization

18

19

Marketing

110

35

Player Engagement

34

44

538

397

The value in use calculations were consistently calculated year over year, with no significant changes in the assumptions made. The result of
the value in use calculations was that no impairment is required in this period.

Key assumptions
ActualSensitivity analysis

2023

2022

2023

2022

2023

2022

1 to 5 year growth rate assumption

10%

10%

15%

15%

5%

5%

Long-term growth rate assumption

2%

2%

2%

2%

2%

2%

Value in use (€m) – all CGUs

1,369

1,295

1,641

1,552

1,159

1,096

Carrying value – goodwill (€m)

538

397

Sensitivity analysis has been performed across all the CGUs to flex the growth rate by 5% and separately to flex the discount rate by 1%. Underboth scenarios there would have been no requirement for the Group to recognise any impairment charge in either period presented, in any
individual CGU. The Directors consider that no reasonably probable change in the assumptions would result in an impairment.

12 Right of Use Assets
The Group has entered into leases, across the business, principally relating to property. These property leases have varying terms andrenewal rights.
2023
€’000

2022
€’000

At 01 January

65,84963,840Additions

14,074

15,2496,151

580(9,993)(14,186)

(389)

366

75,692

65,849At 01 January

28,177

27,849Depreciation charge

13,907

11,753De-recognition of expired leases(9,993)(14,186)

Impairment charge (note 5)

2,041

2,832

Exchange rate movement

(390)

(71)

33,742

28,177

At 01 January

37,67235,991

At 31 December

41,95037,672

Cost

Recognition on acquisition of subsidiaries
De-recognition of expired leases
Exchange rate movement
At 31 December
Accumulated depreciation

At 31 December
Net book value

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Information

13 Property, Plant and Equipment
Computers
and software€’000

Officefurniture andequipment€’000

Leaseholdimprovements
€’000

Total
€’000

43,0499,214

14,92867,191

(94)

(109)

105

(98)

Cost
At 01 January 2022
Exchange rate movement
Additions21,962

1,129

3,916

27,007

Acquisitions through business combinations at fair value

243

131

48

422

Disposals(1,132)

(490)

(828)

(2,450)At 31 December 2022

64,028

9,875

18,16992,072

Exchange rate movement(1,509)

(165)

(394)

(2,068)Additions25,974

2,136

2,579

30,689Acquisitions through business combinations at fair value

2,792

393

277

3,462

Disposals(3,757)

(304)

(450)

(4,511)

At 31 December 2023

87,528

11,93520,181

119,644

24,568

4,310

2,295

31,173

Accumulated depreciation
At 01 January 2022

47

71

82

200

Depreciation charge

Exchange rate movement

12,539799

5,027

18,365

Disposals(1,133)

(490)

(827)

(2,450)At 31 December 2022

36,021

4,690

6,577

47,288Exchange rate movement(2,084)

(51)

(138)

(2,273)

Depreciation charge

18,255

1,276

3,597

23,128

Impairment charge (note 5)

3,572

–

2,203

5,775

Disposals(3,757)

(304)

(450)

(4,511)

At 31 December 2023

52,007

5,611

11,78969,407

At 01 January 2023

28,007

5,185

11,592

44,784

At 31 December 2023

35,521

6,324

8,392

50,237

2023
€’000

2022
€’000

175

175

Net book value

14 Investments

Investments

From time to time, the Group (via Keywords Ventures Limited) has made modest investments in businesses developing innovative technologies
and services that will benefit its clients, while further accelerating the success of investee companies through access to its global platform
and relationships.

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Notes forming part of the consolidated financial statements
CONTINUED

15 Trade Receivables

Trade receivables

2023
€’000

2022
€’000

94,18985,012

Provision for bad debts (note 24)(4,249)(3,449)Financial asset held at amortised cost

89,94081,563

2023
€’000

2022
€’000

Multimedia tax credits / video games tax relief

37,08125,756

Accrued income from contracts with customers

18,307

13,220Prepayments and rent deposits

14,362

10,527

Tax and social security

7,263

6,538

Other receivables

6,980

5,374

83,993

61,415

2023
€’000

2022
€’000

Accrued expenses*

76,97061,155

Deferred and contingent consideration (i)36,55044,945Trade receivables arise from revenues derived from contracts with customers.

16 Other Receivables
Current

Accrued income from contracts with customers represent mainly contract assets in process and related items.

17 Other Payables

Current liabilities

Other payables (ii)30,10526,099Deferred and contingent consideration related to continuous employment (i)*

7,273

3,579

Payroll taxes

5,072

3,577

155,970

139,355

12,002

18,30812,002

18,308Non-current liabilities
Deferred and contingent consideration (i)* Please note in 2022 Deferred and contingent consideration related to continuous employment was disclosed within Accrued expenses.

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Supplementary
Information

The movement in deferred and contingent consideration during the financial year was as follows:
2023

2022

€’000

€’000

€’000

€’000

Deferred andcontingent
consideration

Deferred andcontingent
consideration
related tocontinuous
employment

Deferred andcontingent
consideration

Deferred andcontingent
consideration
related tocontinuous
employment

Carrying amount at the beginning of the period

63,253

3,579

54,142–

Consideration settled by cash

(30,428)(3,900)(25,800)–

Consideration settled by shares(11,716)(1,238)(8,040)–

Unwinding of discount (note 6)

3,279

–

2,922

–

Additional liabilities from current year acquisitions (note 27)

25,790315

37,950

–

300

–

2,282

–

–

8,562

–

3,579

Exchange rate movement(1,926)

(45)

(203)

–

Carrying amount at the end of the period

48,552

7,273

63,253

3,579

Fair value movements in contingent consideration
Fair value movements in deferred consideration related to continuous employment

In general, in order for contingent consideration to become payable, pre-defined profit and / or revenue targets must be exceeded. The
valuation of contingent consideration is derived using data from sources that are not widely available to the public and involves a degree ofjudgement (Level 3 input in the fair value hierarchy).
A 10% increase in expected performance would increase the carrying value of Deferred and contingent consideration by €5.8m, while a 10%
reduction in expected performance would decrease the carrying value by €7.7m. A 10% increase in expected performance would increase
the carrying value of Deferred and contingent consideration related to continuous employment by €0.3m, while a 10% reduction in expected
performance would decrease the carrying value by €0.8m.
On an undiscounted basis, the Group may be liable for deferred and contingent consideration ranging from €9.4m to a maximum of €89.3m.
(i)	Other payables include deferred income from contracts with customers of €13.1m (2022: €9.1m), which mainly comprise items invoiced
prior to services being delivered. Excluding amounts recognised on acquisition of subsidiaries (€5,360k, see note 27), the movement in theyear comprises transfers in and out as items are deferred and subsequently recognised as revenue.

18 Loans and Borrowings
Maturity analysis of Loans and borrowings

2023
€’000

2022
€’000

–

–

Current
Expiry within 1 year
Non-current––

127,38051

127,38051

127,38051

US dollar

35,129–Sterling

92,251––

51

127,380

51

Expiry between 1 and 2 years
Expiry over 2 years

Currency denomination

Canadian dollar

The carrying amount at the beginning of the period represents loans owed by Keywords Studios QC-Interactive Inc. These balances were
repaid in the period.

Keywords Studios plc

Annual Report and Accounts 2023

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Notes forming part of the consolidated financial statements
CONTINUED

18 Loans and Borrowings continued
During July 2023, the Group negotiated a new unsecured multi-currency revolving credit facility agreement (“RCF”) of US$400m that maturesin July 2027. The new RCF includes an accordion option to increase the facility up to US$500m and an option to extend the expiry date by afurther one-year period (both subject to lender consent). The new facility is supported by a group of seven global lenders and replaces theGroup’s previous €150m unsecured multi-currency revolving credit facility. The RCF’s financial covenants remain consistent with the previous
facility. The new facility is denominated in US dollars to match the expected predominant currency of future borrowings.
The previous RCF allowed the Group to access financing of up to €150m, which could be drawn down in euro, sterling, US dollars or Canadiandollars, and included an option to increase the facility by up to €50m to a total of €200m (subject to lender consent), at interest rates basedon a margin over currency benchmark rates, plus a separate margin charged for the unutilised facility.
Both the new and previous RCFs contain representations, warranties and financial covenants customary for facilities of this type. Noncompliance with RCF terms could result in lenders refusing to advance funds under the facility or, in the worst case, calling in outstandingloans. In connection with the financial covenants, the Group is required to comply with and report interest cover and leverage ratios, eachhalf calendar year, calculated in accordance with the lenders’ facility agreement. The covenants provide that Net debt to an adjusted EBITDA
metric shall not exceed 3.0x and that EBIT to Net Finance Charges will be a minimum of 4.0x. Throughout the period, the Group operated wellwithin the applicable ratio terms of both the new and previous RCF agreements, with Net Debt to Adjusted EBITDA of 0.1x at the end of H1 and
0.4x at the end of H2, and with EBIT to Net Finance Charges of 18.1x and 16.6x respectively.
Loans and borrowings (classified as financial liabilities under IFRS 9), are held at amortised cost. Interest expenses which are calculated using
the effective interest method are disclosed in note 6. While technically any borrowings are repaid and re-borrowed multiple times during theterm of the RCF, so long as the Group remains compliant with the financial covenants and certain other terms of the RCF, any debt is rolledfrom one period to another, with the legal and commercial substance of a multi-year committed facility. Hence the Group presents RCF
liabilities as non-current.
The movements in Loans and borrowings are as follows:

At 01 January 2022

Current€’000

Non-current
€’000

Total
€’000

81

48

129

(37)

(42)

(79)

Cash flows:  Repayments
Non-cash flows:   Exchange rate movement

1

–

1

45

6

51

  Drawdowns–

227,322

227,322  Repayments(45)(97,334)(97,379)

At 31 December 2022
Cash flows:

Non-cash flows:   Exchange rate movement–(2,614)(2,614)

At 31 December 2023–

127,380

127,380

Keywords Studios plc

Annual Report and Accounts 2023

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ReportFinancial
Statements

Governance

125

Supplementary
Information

19 Lease Liabilities
The Group has entered into leases, across the business, principally relating to property. These property leases have varying terms and renewal
rights. Management applies judgement in determining whether it is reasonably certain that a renewal or termination option will be exercised.
The movement in lease liabilities during the financial year was as follows:
2023
€’000

2022
€’000

Carrying amount at the beginning of the year

42,51937,635

Recognition on acquisition of subsidiaries (note 27)

6,151

580

Liabilities recognised on new leases in the period

14,074

15,244

Unwinding of discounted liabilities – lease liabilities

1,447

969

Payment of principal and interest on lease liabilities(16,485)(12,330)

(734)

421

46,97242,519Exchange rate movement
Carrying amount at the end of the year

The value of leases not yet commenced to which the lessee is committed, which are not included in lease liabilities at 31 December 2023,
was €3.6m (2022: €nil).
2023
€’000

2023
€’000

2023
€’000

2022
€’000

2022
€’000

2022
€’000

Lease
payments

FinancechargesLeaseliabilities

Lease
payments

FinancechargesLeaseliabilities

15,164

1,299

13,865

12,740326

12,414Later than one year and not later than five years

30,5462,189

28,357

26,491

1,447

25,044Later than five years

4,900

150

4,750

5,317

256

5,061

35,446

2,339

33,10731,808

1,703

30,10550,6103,638

46,97244,5482,029

42,519Maturity analysis of lease liabilities

Current
Not later than one year
Non-current

At 31 December

The Group has elected not to recognise a lease liability for short-term leases (leases with an expected term of twelve months or less) or forleases of low-value assets. Payments made under such leases are expensed on a straight-line basis. The expenses in the period relating to
payments not included in the measurement of the lease liability were as follows:

Lease payments not recognised as a liability

2023
€’000

2022
€’000

Short-term leases

2,550

2,140

–

–

2,550

2,140

Leases of low value assets

The future minimum lease payments related to these leases

1,081

1,282

Later than one year and not later than five years––

Later than five years

–

–

1,081

1,282

Not later than one year

The effect of variable lease payments and reinstatement costs on future cash outflows arising from leases is not material for the Group.

Keywords Studios plc

Annual Report and Accounts 2023

126

Notes forming part of the consolidated financial statements
CONTINUED

20 Employee Defined Benefit Plans

Liabilities under Employee defined benefit plans

2023
€’000

2022
€’000

4,030

2,861

In line with statutory requirements in France, Italy and India, we are required to maintain employee defined benefit termination payment
schemes. The Group commissions an actuarial valuation of the related liabilities in each jurisdiction annually. The liabilities at year end arerecorded as long term, while the actuarial gain or loss is recorded separately within Other comprehensive income.
The Group has taken no specific actions to mitigate these factors as due to the long-term nature of the plans it is expected that there will be
no sudden financial impact on the Group’s results caused by any of these factors. A maturity profile of the obligation and other disclosuresrequired by IAS 19 are not presented as the liability is not significant in the context of the Group, and due to the age profile of employees,
a significant outlay is not anticipated for the foreseeable future.
Substantially all of the pension costs of €8.2m (2022: €7.2m) disclosed in note 10 relate to the Group’s defined contribution pension plans.

21 Deferred Tax
Details of the deferred tax assets and liabilities, and amounts recognised in the Consolidated statement of comprehensive income are as follows:

Employee defined benefit plans
Unused tax losses

2023
€’000

2023
€’000

2023
€’000

2022
€’000

2022
€’000

2022
€’000

AssetsLiabilities

Net

Restated
AssetsRestated
Liabilities

Restated
Net

125

10

115

308

124

184

13,417–

13,417

10,66413

10,651

Provisions

466

43

423

258

–

258

Property, plant and equipment

780

1,715

(935)

1,092

1,983

(891)

Multimedia tax credits / video games tax relief

171

6,406

(6,235)–

3,879(3,879)

Share-based payments

15,591–

15,591

8,879

2,091

6,788

Goodwill

21,159–21,15918,176–

18,176

Customer relationships
Right of use assets and Lease liabilities
Offset where legally enforceable right of set off exists

Keywords Studios plc–

21,091(21,091)–

17,147(17,147)

9,867

9,867

–

8,400

8,400

–

(28,825)(28,825)–(16,620)(16,620)–

32,751

10,30722,444

31,157

17,017

14,140

Annual Report and Accounts 2023

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ReportFinancial
Statements

Governance127

Supplementary
Information

01 January
2022*

Recognisedin the income
statement(note 7)*

Recognisedin businesscombinations(note 27)*

Restated€’000

Restated€’000

Restated€’000

31 December
2022*

Recognisedin the income
statement(note 7)

Recognisedin businesscombinations(note 11, 27)

31 December
2023

Restated
€’000

€’000

€’000

€’000

Employee defined benefit plans

328

(144)

–

184

(69)

–

115

Unused tax losses

1,077

1,000

8,574

10,651

(201)

2,967

13,417

Provisions

222

36

–

258

165

–

423

Property, plant and equipment

116(1,007)

–

(891)

(44)

–

(935)

Multimedia tax credits / video games
tax relief(3,570)(309)–(3,879)(2,356)–(6,235)

Share-based payments

3,796

2,992

–

6,788

8,803

–

15,591

Goodwill

11,551

(194)

6,819

18,176(2,030)5,013

21,159Customer relationships(5,892)

2,086(13,341)(17,147)

7,159(11,103)(21,091)

7,628

4,460

2,052

14,14011,427(3,123)22,444

Other amounts recognised in theincome statement:
Effect of tax rate change(13)

Adjustment in respect of prior years

785
5,232

* The prior year has been restated to the current year presentation as the Directors believe this to be more meaningful.

The deferred tax asset not recognised on available losses at the period end is €3.3m (2022: €3.8m). Deferred tax assets and deferred tax
liabilities are offset where a legally enforceable right to offset the recognised amounts exists, the deferred tax assets and deferred tax liabilities
relate to taxes levied by the same taxation authority, and the Group anticipates they will be settled either at the same time or, on a net basis.
The Group has adopted Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) from 01 January
2023. These amendments narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equaland offsetting temporary differences e.g. Right of use assets and Lease liabilities. As a result for leases and decommissioning liabilities, anentity is required to recognise the associated deferred tax assets and liabilities on a gross basis from the beginning of the earliest comparative
period presented, with any cumulative effect recognised as an adjustment to retained earnings or other components of equity at that date.
The Group previously accounted for the deferred tax on leases and decommissioning liabilities on a net basis. Following the amendments,
the Group has recognised a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right of use
assets. There was no impact on the opening retained earnings at 01 January in any period presented as a result of this change. The impact ondeferred tax assets and liabilities in each comparative period presented is detailed below.
Deferred tax
assets€’000

Deferred tax
liabilities€’000

Retainedearnings€’000

At 31 December 2022 – as reported

22,757

8,617

143,627

Adoption of Deferred Tax related to Assets and Liabilities arising from a Single Transaction(Amendments to IAS 12)

8,400

8,400

–

At 31 December 2022 – as restated

31,157

17,017

143,627

Keywords Studios plc

Annual Report and Accounts 2023

128

Notes forming part of the consolidated financial statements
CONTINUED

22 Shareholders’ Equity
Share Capital

Issue date

Per share€

At 01 January 2022

Number ofordinary£0.01 shares

Number ofordinary£0.01
shares – tobe issued

Sharecapital
€’000

Share
capital – tobe issued
€’000

Share
premium€’000

Mergerreserve€’000

76,275,775

70,144904

2,185

38,549273,677

Acquisition-related issuance of shares:
Waste Creative

24-Jan-22

30.78

20,585(20,585)

–

(634)

–

633

Heavy Iron

03-Feb-22

31.84

12,914(12,914)

–

(411)

–

411

Heavy Iron related adjustment

03-Feb-22

31.84

53

–

–

–

–

–

Jinglebell

11-Mar-22

25.94

11,564(11,564)

–

(300)

–

300

Tantalus Media

04-Jul-22

31.03

28,473

–

–

–

884

–

Forgotten Empires

28-Jul-22

28.41

–

60,857

–

1,729

–

–

Forgotten Empires

28-Jul-22

27.44

–

26,881

–

738

–

–

Mighty Games

03-Aug-22

28.74

–

28,443

–

817

–

–

Climax Studios

08-Aug-22

28.71

135,559

–

2

–

–

3,889

AMC

31-Aug-22

33.49

25,081(25,081)

–

(840)

–

840

Smoking Gun

05-Oct-22

25.78

–

107,025

–

2,759

–

–

Mighty Games

25-Oct-22

28.74

28,443(28,443)

–

(817)

817

–

Smoking Gun

25-Oct-22

25.78

107,025(107,025)2(2,759)–2,758

G-Net Media

25-Nov-22

33.56

114,038

–

2

–

–

4,147

483,735

17,594

6

282

1,701

12,978

Employee Share Purchase Plan

33,372

–

–

–

909

–

Exercise of share options

1,197,175

–

14

–

5,862

–

77,990,057

87,738924

2,467

47,021

286,655

93,856

–

1

–

–

3,254

Acquisition-related issuance of shares

At 31 December 2022
Acquisition-related issuance of shares:
Heavy Iron

20-Jan-23

34.67

Climax Studios

17-Feb-23

27.18

21,428

–

–

–

–

582

Waste Creative

15-Mar-23

31.52

26,600

–

–

–

–

838

Digital Media Management

29-Mar-23

30.92

–

301,170

–

9,311

–

–

Digital Media Management

06-Apr-23

30.92

301,170(301,170)

3(9,311)–

9,308

Hardsuit Labs

10-May-23

28.17

–

53,482

–

1,507

–

–

Hardsuit Labs

30-May-23

28.17

53,482(53,482)1(1,507)–

1,506

Tantalus Media

15-Jun-23

27.48

191,722

–

2

–

5,986

–

Playboss Interactive

30-Jun-23

24.48

–

13,118

–

321

–

–

Forgotten Empires LLC

03-Aug-23

28.41

60,856(60,856)

1(1,729)–1,728

Forgotten Empires LLC

03-Aug-23

30.72

59,559

–

1

–

–

1,828

Forgotten Software SL

03-Aug-23

27.45

26,881(26,881)

–

(738)

–

738

Mighty Games

21-Nov-23

18.58

2,585

–

–

–

49

–

Kantan12-Dec-23

32.56

12,254

–

1

–

–

400

Acquisition-related issuance of shares

850,393(74,619)

10(2,146)

6,035

20,182

Exercise of share options

446,786

–

5

–

1,462

–

79,287,236

13,119939

321

At 31 December 2023

Keywords Studios plc

54,518 306,837

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

129

Supplementary
Information

Subject to applicable law, the Company’s articles of association and any relevant authority of the Company passed by the shareholders ingeneral meeting, there is no limit to the number of shares which the Company can issue, nor are there are any restrictions on dividends
or distributions on such shares. In the context of the Company’s general meeting authorities, at the Company’s AGM on 26 May 2023 its
shareholders gave the Directors the authority to allot the following number of shares (or grant rights to subscribe for, or convert any security
into, shares) in the capital of the Company:a)	Up to 3,912,987 shares in respect of the Company’s incentive plans in place from time to time (5% of the Company’s issued share capital
as at 24 March 2023); andb) Otherwise, up to 26,086,581 shares (33.3% of the Company’s issued share capital as at 24 March 2023).
This authority is considered prudent as it gives the Company flexibility to take advantage of possible opportunities which may arise from time
to time. The authority granted at the 2023 AGM will expire on the earlier of (i) the close of business on 26 August 2024; and (ii) the conclusionof the 2024 AGM.
Shares to be issued are valued at the share price at the date of acquisition and are recorded in accordance with IAS 32.16.

Shares held in the Employee Benefit Trust (“EBT”)
2023

2022

Shares€’000

Shares

€’000

–

–

–

–

Company funded acquisition of shares

748,655

14,846––

Utilisation for the exercise of share-based payment plans(340,170)(8,072)––Carrying amount at the end of the year

408,485

6,774

–

–

Carrying amount at the beginning of the year

Reserves
The following describes the nature and purpose of each reserve within owners’ equity:
Reserve

Description and purpose

Retained earnings

Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income.

Foreign exchange reserve Gains or losses arising on retranslation of the net assets of the overseas operations into euro.
Share premium

The share premium account is the amount received for shares issued in excess of their nominal value, net of shareissuance costs.

Share-based payments
reserve

The Share-based payments reserve is the credit arising on share-based payment charges in relation to theCompany’s share and share option schemes, net of the cost of EBT shares utilised for employee share schemes
less any related cash proceeds.

Shares to be issued

For deferred consideration which is to be provided for by the issue of a fixed number of shares at a future defineddate, where there is no obligation on Keywords to offer a variable number of shares, the deferred consideration isclassified as an Equity Arrangement and the value of the shares is fixed at the date of the acquisition.

Merger reserve

The merger reserve was initially created following the Group reconstruction, when Keywords Studios plc acquired
the Keywords International Limited group of companies.
When the Group uses Keywords Studios plc shares as consideration for the acquisition of an entity and has
secured at least a 90% equity holding in the acquisition, the value of the shares in excess of the nominal value(net of share issuance costs) is also recorded within this reserve, in line with S612 of the Companies Act 2006.
Within Merger reserve are balances related to the share premium on the share placements in 2015 and 2020, of€14.4m and €109.5m respectively, both completed via a cash box structure, with the Company acquiring the net
proceeds via a share-for-share exchange. In both cases, the share premium on the issuance of new shares wascredited to Merger reserve (in accordance with S610 of the Companies Act 2006). At the time of the placements,
the proceeds were not allocated to a specific acquisition or specific purpose, and thus, amounts totalling€123.9m included in the Merger reserve are considered distributable.

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Annual Report and Accounts 2023

130

Notes forming part of the consolidated financial statements
CONTINUED

23 Share Incentive Schemes
In July 2013, at the time of the IPO, a Share Option Scheme and a Long-Term Incentive Plan (“LTIP”) was put in place, while in 2021, the Group
introduced an Employee Share Purchase Plan. The charge in relation to these arrangements is as follows:
2023
€’000

2022
€’000

Share option scheme expense

1,354

2,689

LTIP option scheme expense

20,485

15,888

Employee Share Purchase Plan

125

101

Share-based payments expense

21,964

18,678Of the total Share-based payments expense, €2,025k relates to Directors of the Company (2022: €1,142k).

Share Option Scheme
Share options are granted to Executive Directors and to permanent employees. The exercise price of the granted options is equal to themarket price of the shares at the time of the award of the options. The Company has no legal or constructive obligation to repurchase or
settle the options in cash.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2023

2022

Average
exercise pricein £ per share

Number ofoptions

Average
exercise pricein £ per share

Number ofoptions

18.78

1,585,819

15.65

2,423,568

Granted

–

–

–

–

Lapsed19.79(125,282)

19.17(133,323)

Exercised

14.71(102,197)

7.88(704,426)

Outstanding at the end of the period

18.99

1,358,340

18.78

1,585,819

Exercisable at the end of the period

17.45

873,025

15.19

481,319Weighted average share price at date of exercise

25.87

Outstanding at the beginning of the period

23.57

Summary by year
Year of Option

2016

2017

2018

2019

2020

2021

2022

2023

Exercise price

£2.54

£7.76

£17.10£15.88£15.93£25.48––

Outstanding at the beginning of theperiod14,33941,550151,519

320,650

546,350

511,411––Granted

–

–

–

–

–

–

–

–

–

Lapsed(6,938)––(9,500)(48,427)(60,417)––(125,282)

Exercised(7,401)(6,800)(22,845)(36,428)(28,723)–––(102,197)

Total

1,585,819

Outstanding at the end of the period–

34,750128,674

274,722469,200

450,994––

1,358,340

Exercisable at 31 December 2023–

34,750128,674

274,722

280,700

154,179––

873,025

Exercisable 2024

–

–

–

–

188,500

148,408––

336,908

Exercisable 2025

–

–

–

–

–

148,407––148,407

Exercisable 2026

–

–

–

–

–

–

–

–

–

Exercisable 2027

–

–

–

–

–

–

–

–

–

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportFinancial
Statements

Governance131

Supplementary
Information

The inputs into the Black-Scholes model, used to value the options, are as follows:Year of Option

2016

2017

2018

2019

2020

2021

2022

2023

Weighted average share price (£)

£2.54

£7.75

£17.22£16.09£16.00£26.42––

Weighted average exercise price (£)

£2.54

£7.76

£17.10£15.88£15.93£25.48––Fair value at measurement date (€)

€0.40

€1.13

€3.79

€5.72

€6.06

€9.32

–

–

Average expected life

4 Years

4 Years

4 Years

4 Years

4 Years

4 Years––

Expected volatility

27.17%

24.79%

35.87%

45.23%

50.15%

47.70%––

Risk-free rates

0.58%

0.16%

0.89%

0.81%

0.07%

0.15%

–

–

Average expected dividend yield

0.55%

0.21%

0.10%

0.10%

0.10%

0.10%

–

–

–

–

–

–

4

16

–

–

Weighted average remaining life of
options in months

Weighted
average

7

Expected volatility was determined by reference to KWS volatility. The expected life used in the model has been adjusted based on
management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Long-term Incentive Plan Scheme
LTIP share awards are subject to KWS performance versus the designated share index over a three-year period.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2023

2022

Average
exercise pricein £ per share

Number ofoptions

Average
exercise pricein £ per share

Number ofoptions

Outstanding at the beginning of the period

0.01

3,648,173

0.01

3,704,898

Granted0.01

720,6800.01

901,690

Lapsed0.01(124,047)

0.01(130,241)

Exercised

0.01(615,373)

0.01(828,174)

Outstanding at the end of the period

0.01

3,629,433

0.01

3,648,173

Exercisable at the end of the period

0.01

1,276,229

0.01

741,212Weighted average share price at date of exercise

21.96

24.73

Summary by year
Year of Option

2016

2017

2018

2019

2020

2021

2022

2023

Exercise price

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

Outstanding at the beginning of theperiod21,68844,743

186,000

488,781 1,170,790

845,307890,864–

Granted

–

–

–

–

–

–

– 720,680

720,680

Lapsed––––(25,400)(49,500)(41,750)(7,397)(124,047)(21,688)(14,000)(51,572) (169,738) (353,375)(2,500)(2,500)–(615,373)

Outstanding at the end of the period–

30,743

134,428

319,043

792,015

793,307846,614713,2833,629,433

Exercisable at 31 December 2023–

30,743

134,428

319,043

792,015–––

1,276,229

Exercisable 2024

–

–

–

–

–

793,307––793,307

Exercisable 2025

–

–

–

–

–

–

846,614–846,614

Exercisable 2026

–

–

–

–

–

–

–

713,283

713,283

Exercised

Keywords Studios plc

Total

3,648,173

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Notes forming part of the consolidated financial statements
CONTINUED

23 Share Incentive Schemes continued
Summary by year continued
The inputs into the Monte Carlo binomial model, used to value the options, are as follows:Year of Option

2016

2017

2018

2019

2020

2021

2022

2023

Weighted average share price (£)

£2.56

£7.75

£17.24£16.05£16.00£26.42£22.31£22.46Weighted average exercise price (£)

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

£0.01

€1.74

€4.96

€11.83€13.98€13.28€16.73€15.70€21.02

3 Years

3 Years

3 Years

3 Years

3 Years

3 Years

3 Years

3 Years

Expected volatility

27.11%

24.79%

35.87%

45.26%

50.15%

47.70%

41.22%

38.05%

Risk-free rates

0.54%

0.16%

0.89%

0.81%

0.07%

0.13%

1.59%

3.58%

–

–

–

–

–

4

17

29

Fair value at measurement date (€)
Average expected life

Weighted average remaining life of
options in months

Weighted
average

11

Expected volatility was determined by reference to KWS share price volatility. The expected life used in the model has been adjusted basedon management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. As any dividends
earned are to be reinvested into the business, the impact of dividends has been ignored in the calculation of the LTIP share option charge.
LTIPs vest on the third anniversary of the grant, if the market performance criteria are met. LTIPs must be exercised before the seventh
anniversary of the grant.

Salary Shares
Conditional awards under the rules of the LTIP Plan (“Salary Shares”), are issued to certain employees and Directors, where the only vesting
condition is continuous service.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2023
Average
exercise pricein £ per share

Outstanding at the beginning of the period2022
Number ofoptions

Average
exercise pricein £ per share

Number ofoptions

0.01

259,6230.01

26,738Granted0.01

622,6270.01

237,676

Lapsed0.01(31,509)

0.01

(953)

Vested0.01(8,150)0.01(3,838)

Outstanding at the end of the period

0.01

842,5910.01

259,623

Total

Summary by year
Year of Option

2021

2022

2023

Exercise price

£0.01

£0.01

£0.01

Outstanding at the beginning of the period

24,147

235,476–

259,623––

622,627

622,627

Lapsed–(22,105)(9,404)(31,509)

Vested(953)(7,197)–(8,150)

Outstanding at the end of the period

23,194

206,174

613,223

842,591

Granted

Vesting 2024

23,194

203,635–

226,829

Vesting 2025

–

2,539

573,342575,881

Vesting 2026––

39,881

39,881

2021

2022

2023

Weighted
average£27.40£22.41£22.08

Details of the awards by year are as follows:Year of Option

Weighted average share price (£)
Weighted average exercise price (£)

£0.01

£0.01

£0.01

Fair value at measurement date (€)€32.08€26.47€25.41

Average expected life

3 Years

2 Years

3 Years8

5

23

Weighted average remaining life of options in months

Keywords Studios plc

18

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ReportGovernance

Financial
Statements

133

Supplementary
Information

24 Financial Instruments and Risk Management
Interest Rate Risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group’s income
and operating cash flows are substantially independent of changes in market interest rates. The management monitors interest rate
fluctuations on a continuous basis and acts accordingly.
Where the Group has a significant amount of surplus cash, it invests in higher earning interest deposit accounts. Due to interest rate
conditions, the interest rates for short-term deposits are at similar levels to those achieved for longer terms.
The effect of a strengthening or a weakening of 1% in interest rates charged during the reporting period on the interest expense would haveresulted in the following pre-tax profit / (loss) impact for the year:
1%
Strengthening
2023
€’000

1%
Weakening
2023
€’000

1%
Strengthening
2022
€’000

1%
Weakening
2022
€’000

1,274

(1,274)––

Interest expense

In 2022, there were no drawdowns on the RCF, therefore any strengthening or weakening of interest rates would have had no impact.

Credit Risk
The Group’s main financial assets are cash and cash equivalents, as well as trade and other receivables which represent the Group’s maximum
exposure to credit risk in connection with its financial assets.
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial
assets on hand at the reporting date. Customer credit risk is managed at appropriate Group locations according to established policies,
procedures and controls. Customer credit quality is assessed and credit limits are established where appropriate. Outstanding customer
balances are regularly monitored and a review for indicators of impairment (evidence of financial difficulty of the customer, payment default,
breach of contract, etc.) is carried out at each reporting date. Significant balances are reviewed individually while smaller balances are groupedand assessed collectively. Receivables balances are unsecured and non-interest-bearing.
Credit risk arises on trade receivables and accrued income from contracts with customers (reported within other receivables). Trade and otherreceivables are carried on the Consolidated statement of financial position net of provisions.

Trade Receivables
The trade receivables balances disclosed comprise a large number of customers spread across the Group’s activities and geographies withbalances classified as “Not past due” representing 78.9% of the total trade receivables balance at the balance sheet date (2022: 73.0%).
The ageing of trade receivables can be analysed as follows:
Total
€’000

Not past due€’000

1-2 months past
due
€’000

More than 2months past due€’000

At 31 December 2023

89,94070,995

18,945–

At 31 December 2022

81,56359,532

16,803

5,228

2023
€’000

2022
€’000

A provision for doubtful debtors is included within trade receivables and can be reconciled as follows:

3,449

1,768

Impairment of financial assets (trade receivables) charged to administration expenses

531

1,733

Foreign exchange movement in the year

275

79

Provision at the beginning of the year

Recognition on acquisition of subsidiaries

331–

Utilised

(337)

(131)

4,249

3,449

Provision at the end of the year

Trade receivables loss allowance is estimated using a practical expedient to arrive at lifetime expected credit losses. Overdue receivables areevaluated to calculate an expected credit loss using a historical credit loss experience of 1.0% (2022: 1.0%). Taking into account internal andexternal information, the historical credit loss experience may be adjusted where it is determined that there has been a significant increase incredit risk. Where a receivable is credit impaired, the impairment is recognised immediately.

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Notes forming part of the consolidated financial statements
CONTINUED

24 Financial Instruments and Risk Management continued
Credit Risk continued
Trade Receivables continued
More than 2months past
due
€’000

Total
€’000

Not past due€’000

1-2 months
past due€’000

Trade receivables gross

94,18971,712

19,6802,797

Credit impaired(3,307)–(538)(2,769)

Expected credit losses

(942)

(717)

(197)

(28)

At 31 December 2023

89,94070,995

18,945

–

Total
€’000

Not past due€’000

1-2 months
past due€’000

More than 2months past
due
€’000

Trade receivables gross

85,01260,134

17,175

7,703

Credit impaired(2,598)–(200)(2,398)

Expected credit losses

(851)

(602)

(172)

(77)

At 31 December 2022

81,56359,532

16,803

5,228

Accrued income from contracts with customers
Accrued income from contracts with customers comprise a large number of projects in process spread across the Group’s activities andgeographies, with balances classified as aged “0-30 days” representing 67.4% of the balance at the balance sheet date (2022: 76.6%).
The ageing of accrued income from contracts with customers can be analysed as follows:
Total
€’000

0-30 days€’000

31-60 days€’000

60+ days€’000

At 31 December 2023

18,307

12,340

4,134

1,833

At 31 December 2022

13,22010,124

3,096–

Accrued income from contracts with customers loss allowance is estimated using a practical expedient to arrive at lifetime expected credit
losses using a historical credit loss experience of 1.0% (2022: 1.0%). Taking into account internal and external information, the historical credit
loss experience may be adjusted where it is determined that there has been a significant increase in credit risk. Where a receivable is credit
impaired, the impairment is recognised immediately.
Total
€’000

0-30 days€’000

31-60 days€’000

60+ days€’000

Accrued income from contracts with customers gross

19,651

12,465

4,176

3,010

Credit impaired(1,147)––(1,147)

Expected credit losses

(197)

(125)

(42)

(30)

At 31 December 2023

18,307

12,340

4,134

1,833

Total
€’000

0-30 days€’000

31-60 days€’000

60+ days€’000

Accrued income from contracts with customers gross

16,652

10,227

3,897

2,528

Credit impaired(3,265)–(762)(2,503)

Expected credit losses

(167)

(103)

(39)

(25)

At 31 December 2022

13,22010,124

3,096–

Accrued income from contracts with customers represent mainly contract assets in process and related items. Excluding movements in theprovision, the movement in the year comprises transfers in and out as items are accrued and subsequently invoiced to customers, with nosignificant amounts recognised on the acquisition of subsidiaries.

Related Party Receivables
There were no related party receivables at the end of either period presented.

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Strategic
ReportFinancial
Statements

Governance

135

Supplementary
Information

Currency Risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The foreign exchange
risk arises for the Group where assets and liabilities arise in a currency other than the functional currency of the entity.
The Group’s policy, where possible, is for Group entities to manage foreign exchange risk at a local level by matching the currency in whichrevenue is generated with the expenses incurred and by settling liabilities denominated in their functional currency with cash generated fromtheir own operations in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency(and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferredfrom elsewhere within the Group.
The Group is predominantly exposed to currency risk on the balances held within working capital across the Group and the exposure isconcentrated in the movement of the US dollar, sterling and Canadian dollar against the euro. The effect of a strengthening or weakening of
10% in those currencies against the euro at the reporting date on the working capital balances would, all other variables held constant, haveresulted in the following pre-tax profit / (loss) impact for the year:
2023
€’000

2023
€’000

2022
€’000

2022
€’000

10%
Strengthening

10%
Weakening

10%
Strengthening

10%
Weakening

US dollar to euro

4,182

(4,617)

5,981(4,894)

Sterling to euro

174

(254)

365

(299)

Canadian dollar to euro

301

(261)

591

(483)

Total Financial Assets and Liabilities
The carrying amount of the financial assets and liabilities shown in the Consolidated and Company Statements of financial position are stated
at amortised costs, with the exception of contingent consideration held at fair value.

Liquidity Risk
Liquidity risk arises from the Group’s management of working capital and the financial charges on its debt instruments.
The Group’s policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due. The Directors consider
liquidity risk is mitigated by the strong working capital position, with €239.8m of current assets, including cash of €59.9m available to settle
liabilities as they fall due.
The following are the contractual maturities (representing undiscounted contractual cash flows) of the Group’s financial liabilities:
Carrying value

Contractual cash flows

Total
€’000

Total
€’000

Within 1 year€’000

1-2 years€’000

2-5 years€’000

Over 5 years€’000

Trade payables

14,294

14,294

14,294–––

At 31 December 2023

Deferred and contingent consideration (i)55,82589,34753,65333,764

1,930–

Other payables

112,147

112,147

112,147–––

Loans and borrowings

127,380

127,380––

127,380––

26,418

8,806

8,806

8,806

–

Lease liabilities

46,97250,60915,164

11,117

19,428

4,900

Total

356,618

420,195

204,064

53,687

157,544

4,900

Loan interest

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Notes forming part of the consolidated financial statements
CONTINUED

24 Financial Instruments and Risk Management continued
Liquidity Risk continued
Carrying value
At 31 December 2022

Total
€’000

Contractual cash flows
Total
€’000

Within 1 year€’000

1-2 years€’000

2-5 years€’000

Over 5 years€’000

Trade payables

15,87815,87815,878–––Deferred and contingent consideration (i)63,253

66,59845,11520,031

1,452–

Other payables

94,410106,410

94,410

7,000

5,000

–

Loans and borrowings

51

51

45

6

–

–

Loan interest

–

2

2

–

–

–

Lease liabilities

42,51944,54812,7409,267

17,224

5,317

Total

216,111

233,487

168,190

36,304

23,6765,317(i)	Deferred and contingent consideration at 31 December 2023 has arisen on business combinations, and is based on contracted amounts to be paid in the future tosellers under share purchase agreements. In general, in order for contingent consideration to become payable, pre-defined profit and / or revenue targets must be
exceeded. On an undiscounted basis, the Group may be liable for deferred and contingent consideration up to a maximum of €89.3m. For further details see note 17.

25 Capital Management
Group

2023
€’000

2022
€’000

Loans and borrowings (note 18)

127,380

51

Less: cash and cash equivalents(59,862)(81,886)

Net debt / (net cash) position
Total equity
Net debt / (net cash) to capital ratio

67,518(81,835)

599,039

557,091

11.3%(14.7)%The Group manages capital by monitoring debt to capital and net debt ratios. This debt to capital ratio is calculated as net debt to total equity.
Net debt is calculated as loans and borrowings (as shown in the Consolidated statement of financial position) less cash and cash equivalents.
The liquidity risk and cash management for the Group is managed centrally by the Group Treasury function. Group Treasury manage bankbalances centrally, and monitors the credit rating and stability of the institutions the Group banks with. The Board receives projections on amonthly basis as well as information regarding cash balances. The Group’s strategy is to preserve a strong cash base and secure access tofinance at reasonable cost by maintaining a good credit rating.

26 Related Parties and Shareholders
The details of key management compensation (being the remuneration of the Directors) are set out in note 10.

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Strategic
ReportGovernance

Financial
Statements

137

Supplementary
Information

27 Business Combinations
Digital MediaManagement
€’000

The
Multiplayer
Group
€’000

Other
acquisitions
€’000

2023
€’000

2022
€’000

608

2,492

362

3,462

422

Details of goodwill and the fair value of net assets acquired
Book value:   Property, plant and equipment   Right of use assets

5,714

54

383

6,151

580

   Trade and other receivables – gross

3,321

6,800

2,702

12,823

6,145

(23)

(308)

–

(331)

–

   Bad debt provision   Cash and cash equivalents

14,296

9,025

3,628

26,9495,401   Trade and other payables(1,340)(2,928)(787)(5,055)(4,762)  Deferred income(1,120)(4,240)–(5,360)(3,461)  Lease liabilities(5,714)

(54)

(383)

(6,151)(580)

Book value of identifiable assets and liabilities acquired

15,742

10,841

5,905

32,4883,745

Fair value adjustments:
22,14821,2002,511

45,85934,695   Identifiable intangible assets – Intellectual property

–

–

–

–

25,914   Deferred tax assets

–

–

5,013

5,013

15,393   Deferred tax liabilities(4,994)(4,982)(1,127)(11,103)(13,341)

Total fair value adjustments

17,154

16,2186,397

39,76962,661   Identifiable intangible assets – Customer relationships  Net assets acquired

32,896

27,05912,302

72,257

66,406  Goodwill from current year acquisitions

55,22968,67728,095

152,001

70,482

Total purchase consideration

88,12595,73640,397224,258

136,888% Share capital acquired

100%

100%

100%

65,677

93,72927,923

187,329

92,895

9,311

–

1,507

10,818

–

–

2,007

914

2,921

8,993

13,137–

9,732

22,86928,957

Details of purchase consideration and outflows from current
acquisitions  Cash  Equity instruments  Deferred cash   Deferred consideration contingent on performance

–

–

321

321

6,043

88,12595,73640,397224,258

136,888

560

1,470

315

2,345

1,177

301,170–

53,482354,652

135,468––

13,118

13,11887,738   Cash paid in the period

65,677

93,72927,923

187,329

92,895   Less: cash and cash equivalent balances transferred(14,296)(9,025)(3,628)(26,949)(5,401)

Net cash outflow arising on acquisition

51,381

84,70424,295160,380

87,494   Shares to be issued
Total purchase consideration

Related acquisition costs charged to the Consolidated statement ofcomprehensive income:Number of shares:   Shares issued on acquisition   Fixed number of shares to be issued

Net cash outflow arising on acquisition:

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Notes forming part of the consolidated financial statements
CONTINUED

27 Business Combinations continued
Digital MediaManagement
€’000

The
Multiplayer
Group
€’000

Other
acquisitions
€’000

2023
€’000

2022
€’000

6,413

19,6485,644

31,70519,329Details of pro forma revenues and profitability of current
acquisitions   Pre-acquisition revenue in H1–

19,453–

19,453

12,070  Pre-acquisition revenue

6,413

39,101

5,644

51,15831,399  Post-acquisition revenue

19,165

1,165

18,894

39,2249,106   Pre-acquisition revenue in H2

Pro forma revenue

25,57840,266

24,53890,38240,505   Pre-acquisition profit / (loss) before tax

1,650

7,869

136

9,655

1,601

   Post-acquisition profit / (loss) before tax

2,154

290

5,144

7,588

3,440

Pro forma profit / (loss) before tax

3,804

8,159

5,280

17,243

5,041

Disclosures required by IFRS 3 Business Combinations are provided separately for those individual acquisitions that are considered to bematerial, and in aggregate for individually immaterial acquisitions. Acquisitions are considered individually material if the impact on the Group’s
Revenue and Adjusted Profit Before Tax measures (on an annualised basis) is greater than 5%*, or the impact on goodwill is greater than 10% of
the closing balance for the period. Two of the business combinations completed during the prior period were considered individually material
and therefore warrant separate disclosure.
During the period, the Group completed five acquisitions, 47 Communications, Digital Media Management, Hardsuit Labs, Playboss and The
Multiplayer Group purchasing 100% of these businesses. The aggregate amounts recognised in respect of the identifiable assets acquired
and liabilities assumed on acquisitions completed in the period are set out in the table above. Details of the purchase consideration and otherinformation relevant to the evaluation of the financial effect of the acquisitions are also presented.
Total purchase consideration of €224.3m includes amounts attributable to Digital Media Management €88.1m, Hardsuit Labs €15.7m, The
Multiplayer Group €95.7m and other acquisitions of €24.8m, while Goodwill from current year acquisitions of €152.0m includes amounts
related to Digital Media Management €55.2m, Hardsuit Labs €12.8m, The Multiplayer Group €68.7m and other acquisitions of €15.3m.
Identifiable intangible assets – Customer relationships of €45.9m includes amounts attributable to Digital Media Management €22.2m and
The Multiplayer Group €21.2m. The consideration and goodwill for Playboss is deemed immaterial to the accounts.
Please note that Total purchase consideration excludes €22.9m of Deferred and contingent consideration related to continuous employment,
where the purchase agreement includes deferred consideration contingent on both pre-defined profit and / or revenue targets being
exceeded and which is also tied to the retention of key staff, that are considered post-acquisition expenses under IFRS 3 (note 17).
The main factors leading to the recognition of goodwill on the acquisitions are the presence of certain intangible assets in the acquired
entities, which are not valued for separate recognition. These include expertise in the acquired entities, enhancing and growing our service
capabilities, broadening our service offering, and extending our geographical footprint, further building out our global platform.
The goodwill that arose from business combinations completed in the period that is expected to be deductible for tax purposes was €22.2m(for which a deferred tax asset has been recognised of €5.0m).
* The Group reports a number of alternative performance measures (“APMs”), including Pro forma revenue and Adjusted Profit Before Tax, to present the financial
performance of the business, that are not GAAP measures as defined under IFRS. A reconciliation of these measures to the relevant GAAP measure is presented in
the APM’s section.

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Annual Report and Accounts 2023

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ReportOverview

Financial
Statements

Governance

139

Supplementary
Information

28 Subsidiaries
The results and financial position of all the subsidiaries are included in the consolidated financial statements. Details of the Company’s direct
and indirect subsidiaries as at 31 December 2023 are set out below:

Name

Country ofincorporation

Date ofincorporation /acquisition

Ownership^

Registered office3455 Productions, LLC

USA

24-Nov-20

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

47 Communications LLC

USA

31-Jan-23

100%5455 Wilshire Blvd, 22nd Fl, Los Angeles, CA 90036, USA

9409-2954 Québec Inc.

Canada04-Dec-19

100%

1751 Richardson, Suite 8400, Montreal, QC H3K 1G6, Canada

Alset LTDUK

17-Aug-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

AMC RO Studios S.R.L

Romania

11-Aug-21

100%

Stirbei Voda 36, etaj 1, sector 1, Bucharest, Romania

Babel Media LimitedUK

17-Feb-14

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Babel Media USA, Inc.

USA

17-Feb-14

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

Bitsy SG Limited

UK

17-Aug-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Blindlight, LLC

USA

08-Jun-18

100%1111 South Flower Street, Suite 101, Burbank, CA 91502, USA

Climax Development Limited

UK

22-Apr-21

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Climax Studios Limited

UK

22-Apr-21

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Coconut Lizard LTD

UK

25-Jun-20

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Cord Worldwide LTD

UK

07-Apr-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

d3t Development Limited

UK

30-Aug-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

d3t LTDUK

19-Oct-17

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Descriptive Video Works Inc.

Canada11-Jun-19

100%

400-725 Granville Street, PO Box 10325, Vancouver BC V7Y 1G5,
CanadaDigital Media Management
Inc

USA

29-Mar-23

100%6555 Barton Ave., Suite 190 Los Angeles, CA 90038, USA

Eastern New Media Limited

Hong Kong

19-May-17

100%4404, 44/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong
Kong

Edugame Solutions Private
LimitedIndia

09-Oct-14

100%

3rd floor, Vardhman Orchard Plaza, Plot No 4, LSC, West Enclave,
Pitampura, New Delhi, 110034, India

Electric Square Limited

UK

17-Aug-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Fire Without Smoke Inc

USA

29-May-18

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

Fire Without Smoke LTD

UK

29-May-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Forgotten Empires LLC

USA

28-Jul-22

100%8730 Cincinnati Dayton Rd. #1072, West Chester, OH 45071, USA

Forgotten Software S.L.U

Spain

28-Jul-22

100%

nº 1 – La Cala Del Moral Rincon De La Victoria calle Murillo

GameSim Inc.

USA

16-May-17

100%13501 Ingenuity Drive, Suite 310, Orlando, FL 32826, USA

g-Net Media, Inc.

USA

24-Nov-20

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

Hardsuit Labs, IncUSA

10-May-23

100%4025 Delridge Way SW, #210, Seattle 98106, United States

Heavy Iron Studios, IncUSA

12-Jan-21

100%

1600 Rosecrans Ave., Bldg 7 Ste 300, MBS Media Campus, Manhattan
Beach CA, 90266, USA

Helpshift Inc

USA

15-Dec-22

100%

343 Sansome Street, Suite 500, San Francisco, California, 94104, USA

Helpshift Information
Technology (Shanghai) Co.
Ltd

China

15-Dec-22

100%Southwest Area, 3rd Floor, No. 2123 Pudong Avenue, Shanghai, China

Helpshift Technologies
Private Limited

India

15-Dec-22

100%

3rd floor, Vardhman Orchard Plaza, Plot No 4, LSC, West Enclave,
Pitampura, New Delhi, 110034, India

Keywords UK Limited(formerly Helpshift UK Ltd)UK

15-Dec-22

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

High Voltage Software, Inc.

USA

14-Dec-20

100%2345 Pembroke Ave., Hoffman Estates, IL 60169, USA

HVS Nola LLC

USA

14-Dec-20

100%

201 St. Charles Ave., Suite 2220, New Orleans, LA 70170, USA*

Keywords Studios plc

Annual Report and Accounts 2023

140

Notes forming part of the consolidated financial statements
CONTINUED

28 Subsidiaries continued
Name

Country ofincorporation

Date ofincorporation /acquisition

Ownership^

Registered office

Ichi LTD

UK

26-Nov-19

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Indigo Pearl LimitedUK

15-Dec-20

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Itsy SGD Limited

UK

17-Aug-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Jinglebell S.r.l.

Italy

10-Dec-20

100%

Via Marco d’Oggiono 12, 20123, Milan, Italy

Jurango Pty Limited ~~Australia

20-Dec-21

85%

29 Thornton Crescent, Mitcham, VIC 3132, Australia

Keywords (Shanghai)
Information Technology
Limited

China

02-Apr-15

100%

Room 701, Building 5, No.860 Dong Ti Yu Hui Road, Hongkou District,
Shanghai, China

Keywords Asia Private
LimitedSingapore

15-Mar-16

100%

20 Kallang Avenue, #06-6A, Lobby B, Pico Creative Centre, 339411,
Singapore

Keywords Australia Holdings
LimitedUK

17-Mar-21

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Keywords Australia Pty
Limited ~Australia

18-Mar-21

85%

12 Spring Street, Fitzroy, Victoria, 3065, Australia

Keywords Canada Holdings
Inc.

Canada27-Oct-17

100%

1751 Richardson, Suite 8400, Montreal, QC H3K 1G6, Canada

Keywords do Brasil
Localização e Tradução Ltda

Brazil

18-Jan-15

100%

Rua Professor Aprígio Gonzaga, 35 – 7º andar – São Judas – São Paulo– SP CEP: 04303-000, Brazil

Keywords Germany HoldingsGmbH

Germany

06-Sep-19

100%

Moriz-Seeler-Strasse 5-7, Franz Ehrlich Haus, 12489, Berlin, Germany

Keywords International Co.,
Limited.

Japan

30-Nov-10100%

1-22-19 Izumi, Suginami-ku, Tokyo, 168-0063 Japan

Keywords International
Limited*Ireland13-May-98

100%

Whelan House, South County Business Park, Leopardstown, Dublin
18, D18 T9P8, Ireland

Keywords International Pte.
LimitedSingapore

24-Apr-14

100%

20 Kallang Avenue, #06-6A, Lobby B, Pico Creative Centre, 339411,
Singapore

Keywords International, Inc.

USA

26-Sep-12

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

Keywords Sperasoft LLC

Armenia

07-Apr-22

100%

18/1 Vardanants str., 3rd floor, Yerevan 0010, Armenia

Keywords Studios B.C., Inc.

Canada27-Oct-17

100%2700 Commerce Place 10155 – 102 Street, Edmonton, AB, T5J 4G8

Keywords Studios d.o.o.
BeogradSerbia18-May-22

100%

Belgrade, BULEVAR MIHAJLA PUPINA 10L, floor 9, Belgrade-New
Belgrade, NEW BELGRADE, 11070, Serbia

Keywords Studios France
SAS

France08-Jun-16

100%

59 Boulevard Exelmans, 75016 Paris, France

Keywords Studios India
Private Limited

India

17-Feb-14

100%

3rd floor, Vardhman Orchard Plaza, Plot No 4, LSC, West Enclave,
Pitampura, New Delhi, 110034, India

Keywords Studios Italy S.R.L.

Italy

08-May-14

100%

Via Egadi 2, Milano, MI, 20144, Italy

Keywords Studios Korea
Corporation

South Korea 11-Jan-21

100%

16th Floor, Gangnam Building, 1321-1, Seocho-dong, Seocho-gu, Seoul
137-070, South Korea

Keywords Studios Los
Angeles, Inc.

USA

08-May-14

100%1115 Flower Street, Burbank, CA 91502, USA

Keywords Studios Malta
LimitedMalta

04-May-22

100%

Level 3, Valletta Buildings, South Street, Valletta VLT 1103, Malta

Keywords Studios México, S.
de R.L. de C.V.

Mexico16-Jul-15

100%

Torrente #75, Colonia Ampliación Alpes, Del. Álvaro Obregón, CP.
01710, Ciudad de México, México

Keywords Studios
Netherlands B.V.

Netherlands 05-Feb-19

100%

Van Limburg Stirumstraat 19, Hilversum 1215HP, The Netherlands

Keywords Studios plc

Annual Report and Accounts 2023

Strategic
ReportOverview

Financial
Statements

Governance141

Supplementary
Information

Country ofincorporation

Date ofincorporation /acquisition

Ownership^

Registered office

Keywords Studios Poland
Spolka z.o.o.

Poland04-Feb-21

100%

11 Ul. Na Zjezdzie, Krakow 30-527, Poland

Keywords Studios QCGames Inc.

Canada17-Feb-14

100%

1751 Richardson, Suite 8400, Montreal, QC H3K 1G6, Canada

Keywords Studios QCInteractive Inc.

Canada16-Nov-16

100%

1751 Richardson, Suite 8400, Montreal, QC H3K 1G6, Canada

Keywords Studios QC-Tech
Inc.

Canada06-Jan-15

100%

1751 Richardson, Suite 8400, Montreal, QC H3K 1G6, Canada

Keywords Studios Romania
S.R.L.

Romania

15-Jun-21

100%

6-8 Corneliu Coposu Bvd., Unirii View Building, office 103, 1st floor, 3rd
district, Bucharest, Romania

Keywords Studios Spain SLU

Spain

16-Jul-15

100%

Julián Camarillo 6A, 3B, 28037 Madrid, Spain

Name

Keywords Studios Texas, LLC

USA

22-Jan-20

100%

7800 Shoal Creek Blvd. Suite 240S, Austin, Texas 78757, USA

Keywords Studios Unlimited
Company*

Ireland27-Mar-18

100%

Whelan House, South County Business Park, Leopardstown, Dublin
18, D18 T9P8, Ireland

Keywords Studios US Inc

USA

24-Oct-17

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

Keywords Treasury Holdings
LimitedIreland30-Nov-22

100%

Whelan House, South County Business Park, Leopardstown, Dublin
18, D18 T9P8, Ireland

Keywords UK Holdings
LimitedUK

28-Mar-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Keywords US Holdings Inc.

USA

23-Oct-17

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

Keywords Ventures Limited

UK

06-Apr-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Laboratorio Comunicazione
S.r.l.

Italy

04-Nov-22

100%

Via Egadi 2, Milano, MI, 20144, Italy

Laced Music LTD

UK

07-Apr-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Laced Publishing Limited

UK

07-Apr-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Lakshya Digital Private
Limited*India

09-Oct-14

100%

3rd floor, Vardhman Orchard Plaza, Plot No 4, LSC, West Enclave,
Pitampura, New Delhi, 110034, India

Lakshya Digital Singapore
Pte. Limited

Singapore

09-Oct-14

100%

20 Kallang Avenue, #06-6A, Lobby B, Pico Creative Centre, 339411,
Singapore

Liquid Development, LLC

USA

19-Aug-15

100%

411 SW 2nd Ave Ste 300, Portland, OR 97204, USA

Liquid Violet LTD

UK

15-Jan-14

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Lonsdale Miller LimitedUK

15-Dec-20

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Maverick Media LimitedUK

27-Aug-20

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Mighty Developments Pty
Limited ~~Australia

03-Aug-22

85%

422 Brunswick Street, Fitzroy, VIC 3065, Australia

Mighty Games Group Pty
Limited ~~Australia

03-Aug-22

85%

422 Brunswick Street, Fitzroy, VIC 3065, Australia

Mighty Games Productions
Pty Limited ~~Australia

03-Aug-22

85%

422 Brunswick Street, Fitzroy, VIC 3065, Australia

Player Research LTD

UK

26-Oct-16

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Smoking Gun Interactive Inc

Canada05-Oct-22

100%

1100-333 Seymour St, Vancouver, BC V6B 5A6, Canada

Snowed In Studios, Inc

Canada19-Jul-18

100%

400-981 Wellington Street West, Ottawa, Ontario, K1Y 2Y1, Canada

Sperasoft Poland Spólka
z.o.o.

Poland13-Dec-17

100%

Kraj Polska, woj. Małopolskie, powiat Kraków, miejsc. Kraków, ul. Na
Kozłóce 27 30-664 Kraków, Poland

Sperasoft Studios LLC

Russia13-Dec-17

100%196084, Russia, Saint-Petersburg, Kievskaya street, 5 – building

Sperasoft, Inc.

USA

13-Dec-17

100%

251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA

SperaSystems LLC

USA

13-Dec-17

100%2033 Gateway Pl Ste 500 San Jose, CA 95110-3712, USA*

Keywords Studios plc

Annual Report and Accounts 2023

142

Notes forming part of the consolidated financial statements
CONTINUED

28 Subsidiaries continued
Name

Country ofincorporation

Date ofincorporation /acquisition

Ownership^

Registered office

SPOV LimitedUK

16-Feb-17

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Strongbox Limited

Seychelles

19-May-17

100%

306 Victoria House, Victoria, Mahe, Seychelles

Studio Gobo Limited

UK

17-Aug-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Sunny Side Up Creative Inc.

Canada03-Jan-19

100%

1751 Richardson, Suite 8400, Montreal, QC H3K 1G6, Canada

Synthesis Deutschland
GmbH*

Germany

12-Apr-16

100%

Holstenkamp 46 A, Bahrenfeld, 22525 Hamburg, Germany

Synthesis Global Solutions
SA*

Switzerland

12-Apr-16

100%

Corso Elvezia 16, 6900 Lugano, Ticino, Switzerland

Tantalus Media Pty Limited ~Australia

18-Mar-21

85%

12 Spring Street, Fitzroy, Victoria, 3065, Australia

The Multiplayer Games
Group (Spain) S.R.L

Spain

16-Dec-23

100%

Calle Ferraz 11, 2nd Floor, left, Madrid, 28008

The Multiplayer Group(Canada) Inc.

Canada16-Dec-23

100%

2700-10155, 102 Street NW, Edmonton, Alberta, T5J 4G8.

The Multiplayer Group Ltd

UK

16-Dec-23

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

The Sound Lab LLC

USA

29-Sep-22

100%

3830 Monte Villa Parkway, Suite 200, Bothell, WA 98021

The Trailerfarm Limited

UK

13-Sep-18

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

TV+SYNCHRON Berlin
GmbH

Germany

01-Oct-19

100%

Moriz-Seeler-Strasse 5-7, Franz Ehrlich Haus, 12489, Berlin, Germany

Waste Creative LimitedUK

16-Dec-21

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Waste Holdings LimitedUK

16-Dec-21

100%

4th Floor, 110 High Holborn, London, WC1V 6JS, UK

Wicked Witch Software Pty
Limited ~~Australia

20-Dec-21

85%

Level 5, 990 Whitehorse Road, Box Hill, Melbourne, VIC 3128, Australia

Wizcorp Inc.

Japan

18-Apr-19

100%

1-22-19 Izumi, Suginami-ku, Tokyo, 168-0063 Japan

Xcelerator MachineTranslations Limited

Ireland12-Dec-19

100%

DCU Alpha Innovation Campus, Old Finglas Road, Glasnevin, Dublin 11,
D11 KXN4, Ireland

Xloc, Inc.

USA

08-May-17

100%8801 Fast Park Drive, Suite 301, Raleigh, NC 27617, USA* Indicates a direct subsidiary (all other holdings are indirect, being subsidiaries of various intermediate group holding companies).
^ Proportion of voting rights and ordinary share capital ultimately held by Keywords Group.
~ A combination of put and call options are in place requiring the sellers to sell, or the Group to buy the remaining 15% shareholding three years from acquisition.
The Group has accounted for the acquisition as if a 100% interest was acquired on acquisition (see note 3).
~~ Wholly-owned subsidiary of Keywords Australia Pty Limited. The Group has accounted for the company as if a 100% interest was held (see note 3).

Post-acquisition, the Group reviews entities to streamline activities and close any dormant entities acquired or restructured entities.
Restructuring details are set out below:

Name

PT Limitless Indonesia

Keywords Studios plc

Country of incorporation

Date of incorporation /acquisition

Ownership

Date of restructuring

Restructuring details

Indonesia

19-May-17

100%

23-Aug-23

Dissolved

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

143

Supplementary
Information

29 Significant Events and Events after the Reporting Date
Crisis in Ukraine
Since the crisis in Ukraine began in 2022, our priority has been to support our personnel and freelance suppliers located in the affected area,
while also contributing to broader humanitarian efforts in the region. As our Group had no business operations in Ukraine, the crisis primarily
impacted our Game Development teams in Russia, as well as our collaboration with several freelance suppliers based in Ukraine.
Through this period, we have continued to work with our customers, supporting their preferences for where their work should be performed,
while also remaining focused on mitigating any potential business interruption or other risks associated with our activities in Russia. As a result,the volume of work produced in Russia has continued to reduce over time and we have been scaling down our operations accordingly.
In the period, the Group produced €4.9m of Revenue in Russia, which represents approximately 0.6% of Group revenue, down from 3.8% in
2022. During the year, we continued to transfer projects supported in Russia to other parts of the Group, as we further ramped up production
capacity in these locations with a combination of employees relocating from Russia and local hires. All production studios located in Russia
have now been closed. Costs of acquisition and integration includes severance and rationalisation costs of €3.9m associated with ceasing
operations in Russia.
The Group has never had significant receivables exposure in Russia, as work produced in Russia was contracted and collected in other
territories. The Group does not have significant amounts of working capital or non-current assets located in Russia. Thus, any exposure to
impairment of assets located in Russia is not considered material.

Events after the Reporting Date
There have been no significant events since the reporting date.

Keywords Studios plc

Annual Report and Accounts 2023

144

Company statement of financial position

At 31 December

Note

2023
€’000

2022
Restated (note 42)€’000

Right of use assets

36

4,147

5,071

Property, plant and equipment

37

483

446

Deferred tax assets

42

1,973

1,417

Investment in subsidiaries

38

36,16430,287

Other receivables

39

343,319

385,066

386,086

422,287680

46

Non-current assets

Current assets
Cash and cash equivalents
Other receivables

39

92,502

15,481

93,182

15,527

Current liabilities
489

430

Other payables

40

17,82010,958

Lease liabilities

41

1,081

1,030

Trade payables

Net current assets / (liabilities)

19,39012,41873,792

3,109

Non-current liabilities
Deferred tax liabilities

42

1,037

963

Lease liabilities

41

2,815

4,081

Net assets

3,852

5,044

456,026

420,352

EquityShare capital

22

939

924

Share capital – to be issued

22

321

2,467

Share premium

22

54,51847,021

312,518

292,336(6,774)–80,41665,379Merger reserve
Shares held in Employee Benefit Trust (“EBT”)

22

Share-based payments reserve
Retained earnings
Total equity

14,088

12,225456,026

420,352

In accordance with the Companies Act 2006, the Company is availing of the exemption from presenting its individual Statement ofcomprehensive income to the Annual General Meeting and from filing it with Companies House. The amount of profit after tax dealt with in
the parent undertaking is €4,093k (2022: profit of €14,682k).
The notes from page 147 onwards form an integral part of these Company financial statements. The financial statements were approved andauthorised for issue by the Board on 13 March 2024.
On behalf of the Board

Bertrand Bodson			

Rob Kingston

Director					Director
13 March 2024

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportFinancial
Statements

Governance145

Supplementary
Information

Company statement of changes in equity

Share capital€’000

Share capital –to be issued
€’000

Share
premium€’000

Mergerreserve€’000

Shares held
in EBT€’000

Share-based
payments
reserve€’000

Retainedearnings€’000

Total equity€’000

At 01 January 2022

904

2,185

38,549279,358(1,997)48,193(478)

366,714

Profit / (loss) for theperiod

–

–

–

–

–

–

14,682

14,682

Total comprehensive
income for the period

–

–

–

–

–

–

14,682

14,682

Share-based payments
expense

–

–

–

–

–

18,577–

18,577

Share options exercised

14

–

5,862

–

1,997

(1,492)–

6,381

Contributions by andcontributions to theowners:Employee Share Purchase
Plan

–

–

909

–

–

101

–

1,010

Dividends

–

–

–

–

–

–

(1,979)(1,979)Acquisition-related
issuance of shares

6

282

1,701

12,978–––

14,967

Contributions by andcontributions to theowners

20

282

8,472

12,978

1,997

17,186(1,979)38,956

At 31 December 2022

924

2,467

47,021

292,336–

65,37912,225420,352

Profit / (loss) for theperiod

–

–

–

–

–

–

4,093

4,093

Total comprehensive
income for the period

–

–

–

–

–

–

4,093

4,093

Share-based payments
expense

–

–

–

–

–

21,964–

21,964

Cash proceeds arisingfrom share-based
payments

5

–

1,462

–

–

1,145

–

2,612

Company fundedacquisition of shares (note
22)

–

–

–

–

(6,774)(8,072)–(14,846)

Dividends

–

–

–

–

–

–

(2,230)(2,230)Acquisition-related
issuance of shares

10(2,146)

6,035

20,182–––

24,081

Contributions by andcontributions to theowners15(2,146)

7,497

20,182(6,774)15,037(2,230)31,581

At 31 December 2023

939

321

54,518

312,518(6,774)80,416

14,088456,026

Contributions by andcontributions to theowners:Keywords Studios plc

Annual Report and Accounts 2023

146

Company statement of cash flows

Years ended 31 December
2023
€’000

2022
€’000

4,093

14,682

Share-based payments expense, net of amounts recharged tosubsidiary companies

4,681

3,838

Taxation

(522)

203

Note

Cash flows from operating activities
Profit / (loss) after tax
Income and expenses not affecting operating cash flows

2,050

1,249

Depreciation – property, plant and equipment

37

147

304

Depreciation – right of use assets

36

1,096

510

Interest expense

Unrealised foreign exchange (gain) / loss

(173)

(39)

7,279

6,065

Changes in operating assets and liabilities(Increase) / decrease in other receivables
Increase / (decrease) in trade and other payables
Taxation refund / (paid)
Net cash generated by / (used in) operating activities

34,69778,075

6,301(12,825)

40,99865,25040–

52,41085,997(32,743)(105,815)

(184)

(442)

(32,927)(106,257)

Cash flows from investing activities
Funding advanced to subsidiaries
Acquisition of property, plant and equipment

37

Net cash generated by / (used in) investing activities
Cash flows from financing activities
Cash proceeds, where EBT shares were utilised for the exercise ofshare-based payments

1,145

505

Payments of principal on lease liability(1,329)(478)

Interest paid on principal of lease liability

(124)

(33)

Company funded acquisition of shares by EBT

22(14,846)–

Dividends paid

9(2,230)(1,979)

Shares issued for cash

22

1,467

6,785

Interest paid

(2,932)(1,537)

Net cash generated by / (used in) financing activities(18,849)

3,263

Increase / (decrease) in cash and cash equivalents

634(16,997)

Cash and cash equivalents at beginning of the period

46

17,043

Cash and cash equivalents at end of the period

680

46

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

147

Supplementary
Information

Notes forming part of the Company financial statements
30 Basis of Preparation
The Company financial statements have been prepared in accordance with UK-adopted international accounting standards, and in conformity
with the requirements of the Companies Act 2006.
Unless otherwise stated, the financial statements have been prepared in thousands (’000) and the financial statements are presented in euro (€).
Please refer to the Group financial statements for additional information concerning the basis of preparation. References in the Company
financial statements to notes numbered earlier than note 30, refer directly to specific notes in the Group financial statements.

31 Significant Accounting Policies
Intercompany Receivables
Intercompany receivables are recognised at amortised cost as they meet the IFRS 9 classification test of being held to collect, and the cash
flow characteristics represent solely payments of principal and interest.
The Company applies the general approach to applying the expected credit losses to its related party loans. Under the General Approach,at each reporting date, the Company determines whether there has been a Significant Increase in Credit Risk (“SICR”) since initial recognition
and whether any balances are credit impaired. This determines the amount, if any, of expected credit losses to be recognised.

Other Significant Accounting Policies
The Company applies consistent accounting policies to those applied by the Group. Please refer to the Group financial statements fordisclosure of other relevant accounting policies.

32 Critical Accounting Estimates and Judgements
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the future, actual experience may differ from these estimates and assumptions.

Judgements
The judgements, apart from those involving estimations, that management have made in the process of applying the Company’s accounting
policies and that have the most significant effect on the amounts recognised in the Company financial statements, are outlined below.
— Company– Expected Credit Loss Provision on Company Receivables from Subsidiaries: As outlined in note 39, the Company has significant
receivables from subsidiaries, primarily related to investments in acquisitions. The Directors have taken into account both the ongoingacquisition integration programme and the cash-generating capacity of the Group, in concluding (in note 43) that all such loans arerecoverable and the expected credit loss provisions are adequate.
– Other Judgements: The Company applies consistent judgements to those applied by the Group. To the extent that judgements
are relevant to both Group and Company financial statements, please refer to the Group financial statements for otherrelevant judgements.

33 Auditor Statutory Disclosure
The audit fee for the Company is outlined in note 5 of the Group financial statements.

34 Dividends and Distributable Reserves
Details of dividends and distributable reserves of the Company are presented in note 9 of the Group financial statements.

35 Staff Costs
Total staff costs (including Directors)

2023
€’000

2022
€’000

Salaries and related costs

4,363

8,492

Social welfare costs

627

1,925

Pension costs

139

275

21,964

18,67827,09329,3702023

2022

Operations

2

7

General and administration

23

53

25

60

Share-based payments expense

Average number of employees

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148

Notes forming part of the Company financial statements
CONTINUED

36 Right of Use Assets
The Company has entered into leases, principally relating to property.
2023
€’000

2022
€’000

Cost
5,365

835

Additions

–

5,592

De-recognition of expired leases

–

(825)

At 01 January

179

(237)

5,544

5,365

294

629

1,096

510

De-recognition of expired leases

–

(825)

Exchange rate movement

7

(20)

1,397

294

At 01 January

5,071

206

At 31 December

4,147

5,071

Exchange rate movement
At 31 December
Accumulated depreciation
At 01 January
Depreciation charge

At 31 December
Net book value

37 Property, Plant and Equipment
Computers
and software€’000

Office furniture andequipment€’000

Leaseholdimprovements
€’000

Total
€’000

57

145

280

482

Cost
At 01 January 2022
Additions

211

21

210

442

At 31 December 2022

268

166

490

924

Additions

143

3

38

184

At 31 December 2023

411

169

528

1,108

14

53

107

174

Accumulated depreciation
At 01 January 2022
Depreciation charge

38

94

172

304

At 31 December 2022

52

147

279

478

Depreciation charge

119

2

26

147

At 31 December 2023

171

149

305

625

Net book value
At 01 January 2023

216

19

211

446

At 31 December 2023

240

20

223

483

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Annual Report and Accounts 2023

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ReportGovernance

Financial
Statements

149

Supplementary
Information

38 Investment in Subsidiaries
2023
€’000

2022
€’000

36,16430,287

Details of the Company’s direct and indirect subsidiaries as at 31 December 2023 are set out in note 28 of the Group financial statements.

39 Other Receivables
2023
€’000

2022
€’000

Intercompany receivables (financial assets held at amortised cost, see note 44)

88,521

12,682

Prepayments

3,880

2,163

59

459

Current

Other receivables

42

177

92,502

15,481

2023
€’000

2022
€’000

343,319

385,066

343,319

385,066

Current

2023
€’000

2022
€’000

Accrued expenses

4,208

3,226

Deferred and contingent consideration related to continuous employment (i)*

3,581

–

Other payables

447

158

Tax and social security

Non-current

Intercompany receivables (financial assets held at amortised cost, see note 44)

40 Other Payables

9,584

7,574

17,82010,958

2023
€’000

2022
€’000

–

–

Fair value movements in deferred consideration related to continuous employment

3,581

–

Carrying amount at the end of the year

3,581

–

Intercompany payables(i) The movement in deferred and contingent consideration during the financial year was as follows:

Carrying amount at the beginning of the year

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Notes forming part of the Company financial statements
CONTINUED

41 Lease Liabilities
The Company has entered into leases principally relating to property. Management applies judgement in determining whether it is reasonably
certain that a renewal or termination option will be exercised.
The movement in lease liabilities during the financial year was as follows:
2023
€’000

2022
€’000

Carrying amount at the beginning of the year

5,111

216

Liabilities recognised on new leases in the period

–

5,591

Unwinding of discounted liabilities – lease liabilities

124

33

Payment of principal and interest on lease liabilities(1,453)

(511)

114

(218)

3,896

5,111

Exchange rate movement
Carrying amount at the end of the year
2023
€’000
Maturity analysis of lease liabilities

Lease
payments

2023
€’000

2023
€’000

2022
€’000

2022
€’000

2022
€’000

Financecharges Lease liabilities

Lease
payments

Financecharges

Lease liabilities

Current
Not later than one year

1,161

80

1,081

1,133

103

1,030

2,903

88

2,815

4,248

167

4,081

Non-current
Later than one year and not later than five years

–

–

–

–

–

–

2,903

88

2,815

4,248

167

4,081

4,064

168

3,896

5,381

270

5,111

Deferred tax assets

2023
€’000

2022
Restated€’000

Deferred tax arising on lease liabilities

1,037

963

Other deferred tax

936

454

1,973

1,417

Deferred tax liabilities

2023
€’000

2022
€’000

Deferred tax arising on right of use assets

1,037

963

1,037

963

Later than five years

At 31 December

42 Deferred Tax

As outlined in note 21, the Group has adopted Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments
to IAS 12) from 01 January 2023, and as a result the Company has recognised deferred tax on a gross basis on Right of use assets and Leaseliabilities from the beginning of the earliest comparative period presented, with any cumulative effect recognised as an adjustment to retained
earnings or other components of equity at that date. There was no impact on the opening retained earnings at 01 January in any period
presented as a result of this change. The impact on deferred tax assets and liabilities in each comparative period presented is detailed below.
Deferred tax assets€’000

Deferred tax liabilities€’000

Retained earnings€’000

At 31 December 2022 – as reported

454–

12,225Adoption of Deferred Tax related to Assets and Liabilities arising from aSingle Transaction (Amendments to IAS 12)

963

963

–

At 31 December 2022 – as restated

1,417

963

12,225

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Strategic
ReportFinancial
Statements

Governance151

Supplementary
Information

43 Risk Management
A description of the Group’s financial risk management objectives and policies is provided in note 24 to the Group financial statements.
These financial risk management objectives and policies also apply to the Company.

Credit Risk
As presented in note 39, receivables from subsidiaries relating to investments in acquisitions comprise term loans extended to subsidiaries,
while receivables from subsidiaries relating to trading activities comprise trading balances repayable on demand. Balances are analysed interms of the risk profile of the subsidiary.
The Directors have assessed the ongoing expected recovery strategy of loans due from subsidiaries of €343.3m (2022: €385.1m), within Stage
1 of the IFRS 9 impairment assessment model. Having noted that such loans are within their repayment terms, the Directors have concluded
that no provision for expected credit losses is required (2022: €nil).
Separately, the Company has balances of €88.5m (2022: €12.7m), which are technically repayable upon demand. These loans are within
Stage 3 of the IFRS 9 impairment assessment model. The Directors have reviewed in detail the recovery strategy in relation to these loans andconcluded that none are credit-impaired, and therefore no expected credit loss has been recognised in relation to these balances (2022: €nil).
The following are the contractual maturities (representing undiscounted contractual cash flows) of the Company’s financial liabilities:
Carrying value

Contractual cash flows

At 31 December 2023

Total
€’000

Total
€’000

Within 1 year€’000

1-2 years€’000

2-5 years€’000

Over 5 years€’000

Trade payables

489

489

489

–

–

–

Deferred and contingent consideration related tocontinuous employment

3,581

5,391

3,581

1,810

–

–

Other payables

14,23914,23914,239–––Lease liabilities

3,896

4,064

1,161

2,903

–

–

Total

22,20524,183

19,470

4,713

–

–

Carrying value

Contractual cash flows

At 31 December 2022

Total
€’000

Total
€’000

Within 1 year€’000

1-2 years€’000

2-5 years€’000

Over 5 years€’000

Trade payables

430

430

430

–

–

–

Other payables

10,958

10,958

10,958–––

Lease liabilities
Total

5,111

5,381

1,133

1,133

3,115

–

16,49916,76912,521

1,133

3,115

–

2023
€’000

2022
€’000

343,319

385,066

88,521

12,682431,840

397,748

2023
€’000

2022
€’000

343,319

385,066

88,521

12,682431,840

397,748

44 Related Parties
As at 31 December 2023 and 2022, the Company had amounts receivable from its subsidiaries as follows:

Receivables from subsidiaries related to investment in acquisitions
Receivables from subsidiaries relating to trading activities

Non-current (note 39)
Current (note 39)

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Alternative performance measures

The Group reports a number of alternative performance measures (“APMs”) to present the financial performance of the business, that are not
GAAP measures as defined under IFRS. The Directors believe that these measures, in conjunction with the IFRS financial information, provide
the users of the financial statements with additional information to provide a more meaningful understanding of the underlying financial andoperating performance of the Group. The measures are also used in the Group’s internal strategic planning and budgeting processes and forsetting internal management targets.
These measures can have limitations as analytical tools and therefore should not be considered in isolation, or as a substitute for IFRS
measures. APM’s may not be calculated uniformly by all companies and therefore may not be directly comparable with similarly titledmeasures and disclosures of other companies. As these measures frequently exclude significant recurring transactions that impact financial
performance (e.g. share-based payments expense), the adjusted measures will typically be higher than the corresponding IFRS measures andshould not be regarded as a complete picture of the Group’s financial performance, which is presented in the Total comprehensive income /(expense) of the Group.
The principal measures used by the Group are set out below:
Organic revenue growth – Acquisitions are a core part of the Group’s growth strategy. Organic revenue growth measures are used to help
understand the underlying trading performance of the Group excluding the impact of acquisitions. Organic revenue growth is calculated
by adjusting the prior year revenues, adding pre-acquisition revenues for the corresponding period of ownership to provide a like-for-likecomparison with the current year, and applying the prior year’s foreign exchange rates to both years, when translating studio results into theeuro reporting currency.
Constant exchange rates (“CER”) – Given the international nature of the Group’s operations, foreign exchange movements can have an
impact on the reported results of the Group when they are translated into the Group’s reporting currency, the euro. In order to understandthe underlying trading performance of the business, revenue is also presented using rates consistent with the prior year in order to provide
year- over-year comparability.
Adjusted profit and earnings per share measures – Adjusted profit and earnings per share measures are used to provide management andother users of the financial statements with a clear understanding of the underlying profitability of the business over time. Adjusted profit
measures are calculated by adding the following items back to the equivalent GAAP profit measures:— Amortisation of intangible assets – Customer relationships and music licence amortisation commences on acquisition, whereas
intellectual property / development costs amortisation commences when the product is launched. These costs, by their nature, can varyby size and amount each year. As a result, amortisation of intangibles is added back to assist with the understanding of the underlying
trading performance of the business and to allow comparability across regions and categories.
— Costs of acquisition and integration – The level of acquisition activity can vary each year and therefore the costs associated withacquiring and integrating businesses are added back to assist with the understanding of the underlying trading performance of the Group.
— Share-based payments – The Group uses share-based payments as part of remuneration to align the interests of senior management
and employees with shareholders. These are non-cash charges, and the charge is based on the Group’s share price which can change.
The costs are therefore added back to assist with the understanding of the underlying trading performance.
— Foreign exchange gains and losses – The Group does not hedge foreign currency translation exposures. The effect on the Group’s resultsof movements in exchange rates can vary each year and are therefore added back to assist with understanding the underlying trading
performance of the business.
— Other income – Other income comprises gains on investments or other non-trading income. As the gains have arisen outside the normal
trading activities of the Group, the income has been added back to assist with the understanding of the underlying trading performance.
Free cash flow measures – The Group aims to generate sustainable cash flow (free cash flow) in order to support its acquisition programme
and to fund dividend payments to shareholders. Free cash flow is measured as net cash generated by / (used in) operating activities after
capital expenditure, payments of principal on lease liabilities, interest and tax payments, settlement of deferred consideration related tocontinuous employment but before acquisition and integration cash outlay, other income and dividend payments. Adjusted free cash flow
is a measure of cash flow adjusting for capital expenditure that is supporting growth in future periods (represented by capital expenditure inexcess of depreciation).
Net debt – The Group manages capital by monitoring debt to capital and net debt ratios. Net debt is calculated as loans and borrowings lesscash and cash equivalents, and excludes lease liabilities. The debt to capital ratio is calculated as net debt as a percentage of total equity.
The remainder of this section provides a reconciliation of the APMs with the relevant IFRS GAAP equivalent.

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Report153

Supplementary
Information

Financial
Statements

Governance

Divisional analysis
The following table presents revenue growth by division at both actual exchange rates (“AER”) and constant exchange rates (“CER”). Constantexchange rates are calculated by retranslating current year reported numbers at the corresponding 2022 foreign exchange rates, in order togive management and other users of the financial statements better visibility of underlying trading performance against the prior year.
2023
Revenue
AER
€m

2023
Revenue
CER
€m

2022
Revenue
AER
€m

2023
GrowthAER%

2023
GrowthCER%

Create

336.1

350.5

275.5

22.0%

27.2%

Globalize

279.5

287.9

300.9

(7.1)%(4.3)%Engage

164.8

171.1

114.3

44.2%

49.7%

780.4

809.5

690.7

13.0%

17.2%

Pro forma revenue
Pro forma revenue is calculated by adding pre-acquisition revenues of current year acquisitions to the current year revenue numbers, toillustrate the size of the Group had the acquisitions been included from the start of the financial year.
2023
2023 Pre-acquisition
Revenuerevenue
AER
AER
€m
€m

2023
Pro forma
revenueAER€mCreate

336.1

43.8

379.9

Globalize

279.5

1.0

280.5

Engage

164.8

6.4

171.2

780.4

51.2

831.6

Organic revenue at constant exchange rates
Organic revenue at constant exchange rates is calculated by adjusting the prior year revenues, adding pre-acquisition revenues for thecorresponding period of ownership, and applying the 2022 foreign exchange rates to both years, when translating studio results into theeuro reporting currency.
2023
Revenue
growthCER€m2023
Revenue
CER
€m

2023
Organic
revenue
growth
CER%

2022
Revenue
AER
€m

2022
Pre-acquisition
revenueAER€mCreate

275.5

23.2

298.7

51.8

350.5

17.3%

Globalize

300.9

–

300.9

(13.0)

287.9(4.3)%Engage

114.3

52.9

167.2

3.9

171.1

2.3%

690.7

76.1

766.8

42.7

809.5

5.6%

Keywords Studios plc

2022
Like-for-likerevenue
AER€mAnnual Report and Accounts 2023

154

Alternative performance measures
CONTINUED

Adjusted operating costs
This comprises Administrative expenses as reported in the Consolidated statement of comprehensive income, adding back share-based
payments expense, costs of acquisition and integration, amortisation of intangible assets, depreciation and impairment, and deducting
bank charges.
2023
€’000

2022
€’000

Consolidated statement of comprehensive income(252,275)(196,554)

Calculation

Administrative expenses
Share-based payments expense

Consolidated statement of comprehensive income

21,964

18,678

Costs of acquisition and integration

Consolidated statement of comprehensive income

27,140

8,413

Amortisation of intangible assets

Consolidated statement of comprehensive income

26,06016,810Depreciation – property, plant and equipment

Note 13

23,12818,365

Depreciation – right of use assets

Note 12

13,907

14,585

Bank charges

Note 6

(724)

(662)

(140,800)(120,365)

18.0%

17.4%

Adjusted operating costs
Adjusted operating costs as a % of revenue

Adjusted operating profit
The Adjusted operating profit consists of the Operating profit as reported in the Consolidated statement of comprehensive income, adjusted
for share-based payments expense, costs of acquisition and integration, and amortisation of intangible assets. In order to present the measureconsistently year-on-year, the impact of other income is also excluded.
2023
€’000

Calculation

2022
€’000

Operating profit

Consolidated statement of comprehensive income

46,83071,810Share-based payments expense

Consolidated statement of comprehensive income

21,964

18,678

Costs of acquisition and integration

Consolidated statement of comprehensive income

27,140

8,413

Amortisation of intangible assets

Consolidated statement of comprehensive income

26,06016,810

Other income

Consolidated statement of comprehensive income–(1,098)

121,994

114,613

15.6%

16.6%

Adjusted operating profit
Adjusted operating profit as a % of revenue

EBITDAEBITDA comprises Operating profit as reported in the Consolidated statement of comprehensive income, adjusted for amortisation of
intangible assets, depreciation and impairment, and deducting bank charges.
Calculation

2023
€’000

2022
€’000

Operating profit

Consolidated statement of comprehensive income

46,83071,810

Amortisation of intangible assets

Consolidated statement of comprehensive income

26,06016,810Depreciation – property, plant and equipment

Note 13

23,12818,365

Depreciation – right of use assets

Note 12

13,907

14,585

Bank charges

Note 6

EBITDA

Keywords Studios plc

(724)

(662)

109,201

120,908

Annual Report and Accounts 2023

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Financial
Statements

155

Supplementary
Information

Adjusted EBITDA
Adjusted EBITDA comprises EBITDA, adjusted for share-based payments expense, and costs of acquisition and integration. In order to present
the measure consistently year-on-year, the impact of other income is also excluded.
Calculation

2023
€’000

2022
€’000

EBITDAAs above

109,201

120,908

Share-based payments expense

Consolidated statement of comprehensive income

21,964

18,678

Costs of acquisition and integration

Consolidated statement of comprehensive income

27,1408,413

Other income

Consolidated statement of comprehensive income

Adjusted EBITDA
Adjusted EBITDA as a % of revenue–(1,098)158,305

146,901

20.3%

21.3%

Adjusted profit before tax
Adjusted profit before tax comprises Profit before taxation as reported in the Consolidated statement of comprehensive income, adjusted
for share-based payments expense, costs of acquisition and integration, amortisation of intangible assets, non-controlling interest, foreignexchange gains and losses, and unwinding of discounted liabilities. In order to present the measure consistently year-on-year, the impact ofother income is also excluded.
Calculation

2023
€’000

2022
€’000

Profit before taxation

Consolidated statement of comprehensive income

34,994

67,982

Share-based payments expense

Consolidated statement of comprehensive income

21,964

18,678

Costs of acquisition and integration

Consolidated statement of comprehensive income

27,140

8,413

Amortisation of intangible assets

Consolidated statement of comprehensive income

26,06016,810Foreign exchange (gain) / loss

Note 6

1,232(1,677)

Unwinding of discounted liabilities – deferredconsideration

Note 6

3,279

2,922

Other income

Consolidated statement of comprehensive income–(1,098)

114,669

112,030

14.7%

16.2%

Adjusted profit before tax
Adjusted profit before tax as a % of revenue

Adjusted effective tax rate
The Adjusted effective tax rate is the Taxation expense as reported in the Consolidated statement of comprehensive income, adjusted for thetax impact of the adjusting items in arriving at Adjusted profit before tax, as a percentage of the Adjusted profit before tax.

Calculation

2023
€’000

2022
€’000

Adjusted profit before tax

As above

114,669

112,030

Taxation

Consolidated statement of comprehensive income

15,042

20,612

Effective tax rate before tax on adjusting items

Taxation / Adjusted profit before tax

13.1%

18.4%

Tax arising on bridging items to Adjusted profit
before tax^

10,5394,043

Adjusted taxation

25,581

24,655

22.3%

22.0%

Adjusted effective tax rate

Adjusted taxation / Adjusted profit before tax^	Being mainly the tax impact of share-based payments expense €4.2m, amortisation of intangible assets €4.4m and acquisition related costs €1.5m, with the priorperiod being mainly the tax impact of share-based payments expense €0.4m and amortisation of intangible assets €4.0m less foreign exchange €0.4m.

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Alternative performance measures
CONTINUED

Adjusted earnings per share
The Adjusted profit after tax comprises the Adjusted profit before tax, less the Taxation expense as reported in the Consolidated statement ofcomprehensive income, adjusted for the tax impact of the adjusting items in arriving at Adjusted profit before tax.
The Adjusted earnings per share comprises the Adjusted profit after tax divided by the either the basic or diluted weighted average number of
equity shares, as reported in note 8.
Calculation

2023
€’000

2022
€’000

Adjusted profit before tax

As above

114,669

112,030

Taxation

Consolidated statement of comprehensive income(15,042)(20,612)

Tax arising on bridging items to Adjusted profit
before tax^

(10,539)(4,043)Adjusted profit after tax

89,08887,375Weighted average number of equity shares

NumberNumberBasic

Note 878,910,471

76,979,596

DilutedNote 879,995,267

80,481,897

€c

€c

Basic

112.90113.50% growth(0.5%)

27.2%

Diluted111.37108.56% growth

2.6%

27.8%

Adjusted earnings per share^	Being mainly the tax impact of share-based payments expense €4.2m, amortisation of intangible assets €4.4m and acquisition related costs €1.5m, with the priorperiod being mainly the tax impact of share-based payments expense €0.4m and amortisation of intangible assets €4.0m less foreign exchange €0.4m.

Keywords Studios plc

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ReportFinancial
Statements

Governance157

Supplementary
Information

Return on capital employed (ROCE)ROCE represents the Adjusted profit before tax (excluding net interest costs, unwinding of discounted lease liabilities and bank charges, andalso adjusted to include pre-acquisition profits of current-year acquisitions), expressed as a percentage of the capital employed. As the Group
continues to make multiple acquisitions each year, the calculation further adjusts the Adjusted profit before tax and the capital employed as if
all the acquisitions made during each year were made at the start of that year.
Capital employed represents Total equity as reported on the Consolidated statement of financial position, adding back employee defined
benefit plan liabilities, cumulative amortisation of intangible assets (customer relationships), acquisition-related liabilities (deferred andcontingent consideration), together with loans and borrowings, while deducting cash and cash equivalents.

Calculation

2023
€’000

2022
€’000

Adjusted profit before tax

As above

114,669

112,030

Interest received

Note 6

(614)

(309)

Bank charges

Note 6724

662Interest expense

Note 6

5,768

1,261

Unwinding of discounted liabilities – lease liabilities

Note 6

1,447

969

Pre-acquisition profits of current year acquisitions

Note 27

9,655

1,601

131,649

116,214

Adjusted profit before tax including
pre-acquisition profit and excluding net interest
Total equity

Consolidated statement of financial position

599,039

557,091

Employee defined benefit plans

Consolidated statement of financial position

4,030

2,861

Cumulative amortisation of intangibles assets(customer relationships)

Note 1176,61758,301

Deferred and contingent consideration

Note 1755,82563,253Loans and borrowings

Note 18

127,38051

Cash and cash equivalents

Consolidated statement of financial position(59,862)(81,886)803,029

599,671

16.4%

19.4%

Capital employed
Return on capital employed

Keywords Studios plc

Adjusted profit before tax including pre-acquisition
profit and excluding net interest expense / capital
employed

Annual Report and Accounts 2023

158

Alternative performance measures
CONTINUED

Free cash flow
Free cash flow represents Net cash generated by / (used in) operating activities as reported in the Consolidated statement of cash flows,
adjusted for acquisition and integration cash outlay, capital expenditure, settlement of deferred consideration related to continuous
employment, net interest paid, payments of principal on lease liabilities and is presented both before and after taxation paid. In order topresent the measure consistently year-on-year, the impact of other income is also excluded.
2023
€’000

2022
€’000

Consolidated statement of cash flows

110,457

124,286

Calculation

Net cash generated by / (used in) operating activities
Acquisition and integration cash outlay:
Costs of acquisition and integration

Consolidated statement of comprehensive income

27,1408,413

Fair value adjustments to contingent consideration

Consolidated statement of cash flows(300)(2,282)

Non-cash movements in Deferred and contingent
consideration related to continuous employment

Consolidated statement of cash flows(8,877)(3,000)Fair value adjustments to property, plant and equipment Note 5(5,755)–

Fair value adjustments to right of use assets

Note 5(2,041)–Other fair value movements within Cost of acquisition
and integration

Note 5(2,677)–

Consolidated statement of cash flows(30,689)(27,007)(3,052)(501)–(1,098)Acquisition of property, plant and equipment
Investment in intangible assets

Consolidated statement of cash flows

Other income

Consolidated statement of comprehensive income

Settlement of deferred and contingent consideration
related to continuous employment

Consolidated statement of cash flows

3,900

–

Interest received

Consolidated statement of cash flows

614

309

Interest paid

Consolidated statement of cash flows(7,729)(1,797)

Payments of principal on lease liabilities

Consolidated statement of cash flows(15,038)(11,361)

65,95385,962

Free cash flow after tax
Taxation paid

Consolidated statement of cash flows

Free cash flow before tax

20,853

17,50586,806

103,467

Adjusted free cash flow
Adjusted free cash flow is a measure of cash flow adjusting for capital expenditure that is supporting growth in future periods (as measured bycapital expenditure in excess of maintenance capital expenditure).
2023
€’000

2022
€’000

As above

86,806

103,467

Acquisition of property, plant and equipment

Consolidated statement of cash flows

30,68927,007

Depreciation – property, plant and equipment

Note 5(23,128)(18,365)

7,561

8,642

94,367112,109

Calculation

Free cash flow before tax
Capital expenditure in excess of depreciation:

Capital expenditure in excess of depreciation
Adjusted free cash flow

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

159

Supplementary
Information

Adjusted cash conversion rate
The Adjusted cash conversion rate is the Adjusted free cash flow as a percentage of the Adjusted profit before tax:

Calculation

2023
€’000

2022
€’000

Adjusted free cash flow

As above

94,367112,109

Adjusted profit before tax

As above

114,669

112,030

Adjusted cash conversion ratio

Free cash flow before tax and capital expenditure in excess
of depreciation, as a % of Adjusted profit before tax

82.3%

100.1%Net debt
The Group manages capital by monitoring debt to capital and net debt ratios. Net debt is calculated as Loans and borrowings (as shown in theConsolidated statement of financial position) less Cash and cash equivalents, and excludes Lease liabilities.

Calculation

2023
€’000

2022
€’000

Loans and borrowings

Consolidated statement of financial position

127,38051

Cash and cash equivalents

Consolidated statement of financial position(59,862)(81,886)

67,518(81,835)

Net debt / (net cash) position

Keywords Studios plc

Annual Report and Accounts 2023

160

Key disclaimers

References to “Keywords”, “Keywords Studios” or the “Group” are to Keywords Studios Plc (the “Company”) and its subsidiaries unlessotherwise stated. The “Keywords Studios” word and logo marks are trademarks owned by Keywords International Limited, a member of
the Group. Other product and company names mentioned herein may be the trademarks of their respective owners.
This report contains “forward-looking statements” with respect to the Group’s financial condition, results of operations and businesses,
certain of the Group’s plans and objectives, as well as management’s beliefs and assumptions. In particular, such forward-looking
statements include, but are not limited to, statements with respect to: expectations regarding the Group’s financial condition or results ofoperations and the guidance for a financial year; the Group’s sustainable business strategy and targets; expectations for the Group’s future
performance generally; expectations regarding the operating environment and market conditions and trends, including customers, newgame launches, next generation consoles and emerging technologies such as artificial intelligence, adjacent markets, games-as-a-service,competitive position and macroeconomic pressures, price trends, commercial momentum and opportunities in specific geographic markets;
expectations regarding the integration or performance of current and future investments and newly acquired businesses. Forward-looking
statements are sometimes, but not always, identified by their use of a date in the future or such words as “will”, “anticipates”, “could”, “may”,“should”, “expects”, “believes”, “estimates”, “intends”, “plans” “projects” or “targets” (in each case including in their negative form or othervariations or their comparable terminology). By their nature, forward-looking statements include matters that are not historical facts and are
inherently predictive, speculative and involve risk and uncertainty because they relate to events, and depend on circumstances, that may or
may not occur in the future. No reliance whatsoever should be placed on any forward-looking statements.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied bythese forward-looking statements. These factors include, but are not limited to, the following: changes in economic, financial, political andregulatory conditions; factors that contribute to uncertainty and volatility, including natural and man-made disasters, civil unrest, pandemics(e.g. the coronavirus (COVID-19) pandemic and geopolitical uncertainty; the ability of the Group to successfully recover from a disaster, force
majeure event or other business continuity problem including, but not limited to, due to a hurricane, flood, earthquake, terrorist attack, war,
pandemic, security breach, cyber-attack, insider threats or supplier breach, disclosure or misuse of confidential information, power loss, data
loss, telecommunications failure or other natural or man-made event; any governmental or other third-party policies or actions to maintainthe functioning of national or global economies and markets; changes to legal, regulatory and tax environments; increased competition;
the Group’s ability to generate and grow revenue; risks associated with intellectual property rights, including potential infringement claims
or challenges to the Group’s proprietary technologies; the Group’s ability to meet its ESG and climate-related financial disclosure goals
and targets; the Group’s ability to adapt to rapid advances in technology; the Group’s ability to attract and retain customers; reductions orchanges in customer trends or spending and increased pricing pressure; the Group’s ability to attract and retain talent and wage inflation;
the Group’s dependence on key personnel and strategic partners; the Group’s ability to realise expected benefits or synergies fromacquisitions; acquisitions and divestments of Group businesses and assets and the pursuit of new, unexpected strategic opportunities; theGroup’s ability to integrate acquired business or assets; the extent of any future write-downs or impairment charges on the Group’s assets,or restructuring charges incurred as a result of an acquisition or disposition; developments in the Group’s financial condition, earnings anddistributable funds and other factors that the Board takes into account in determining the level of dividends; the Group’s ability to satisfy
working capital requirements; and changes in foreign exchange rates.

Keywords Studios plc

Annual Report and Accounts 2023

Overview

Strategic
ReportGovernance

Financial
Statements

161

Supplementary
Information

Company information
Directors

Principal Bankers

Don Robert
Bertrand Bodson
Jon Hauck
Rob Kingston
Georges Fornay
Charlotta Ginman
Marion Sears
Neil Thompson

Citibank, N.A., London Branch
Citigroup Centre, Canada Square,
Canary Wharf,
London E14 5LB, UK

Secretary
Andrew Kennedy

Registered Number
8548351

Registered Office
Fourth Floor,
110 High Holborn,
London WC1V 6JS, UK

Auditors
BDO Registered Auditors
Block 3, Miesian Plaza,50-58 Lower Baggot Street,
Dublin 2, Ireland

Registrars
Link Group
10th Floor,
Central Square,
29 Wellington Street,
Leeds LS1 4DL, UK

Remuneration Consultants
Deloitte LLP
1 New Street Square,
London EC4A 3HQ, UK

HSBC Continental Europe
38 Avenue Kléber,75116 Paris, France
ING Bank N.V.,
Dublin Branch
Block 4, Dundrum Town Centre,
Sandyford Road, Dundrum, Dublin 16, Ireland
Amsterdam Branch
Bijlmerdreef 24,
1102 CT Amsterdam ZO, The Netherlands
Dublin Branch, Bank of China (Europe) S.A.
Styne House, Fifth Floor,
Hatch Street Upper, D02 DY27, Dublin 2, Ireland
Allied Irish Banks plc., Dublin Branch
10 Molesworth Street, Dublin 2, Ireland
Northern Bank Ltd trading as Danske Bank
Donegall Square West, BT1 6JS Belfast, Northern Ireland
The Governor and Company of the Bank of Ireland
40 Mespil Road, Dublin 4, Ireland

Nominated Adviser and Joint Corporate Broker
Deutsche Numis
45 Gresham Street,
London EC2V 7BF, UK

Joint Corporate Broker
Barclays Bank plc
1 Churchill Place, London, E14 5HP, UK

Financial PR Adviser
MHP Group
4th Floor, 60 Great Portland Street,
London W1W 7RT, UK

Solicitors
DLA Piper LLP
160 Aldersgate Street,
London EC1A 4HT, UK

Keywords Studios plc

Annual Report and Accounts 2023

Keywords Studios plc
4th Floor
110 High Holborn
London WC1V 6JS
United Kingdom

www.keywordsstudios.com