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Registered number: 11279946










REBELLION COMMERCIAL PROPERTIES LTD










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2024

 
REBELLION COMMERCIAL PROPERTIES LTD
REGISTERED NUMBER: 11279946

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
2,501,734
2,562,964

Investment property
 6 
5,795,000
5,686,888

  
8,296,734
8,249,852

Current assets
  

Debtors: amounts falling due within one year
 7 
10,143
54,030

Cash at bank and in hand
 8 
37,480
74,184

  
47,623
128,214

Creditors: amounts falling due within one year
 9 
(13,057,002)
(13,035,356)

Net current liabilities
  
 
 
(13,009,379)
 
 
(12,907,142)

Total assets less current liabilities
  
(4,712,645)
(4,657,290)

  

Net liabilities
  
(4,712,645)
(4,657,290)


Capital and reserves
  

Called up share capital 
 10 
1
1

Profit and loss account
  
(4,712,646)
(4,657,291)

  
(4,712,645)
(4,657,290)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




C R Kingsley
Director

Date: 31 October 2024

The notes on pages 2 to 8 form part of these financial statements.

Page 1

 
REBELLION COMMERCIAL PROPERTIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Rebellion Commercial Properties Ltd is a private company limited by shares & incorporated in England and Wales. registered number 11279946. Its registered head office is located at Riverside House, Osney Mead, Oxford, Oxfordshire, OX2 0ES.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

These financial statements are presented in Sterling (£) and rounded to the nearest whole (£).

The following principal accounting policies have been applied:

 
2.2

Going concern

The Group’s banking facilities secured in July 2021 are subject to certain financial covenants. This funding was provided to refinance existing property mortgages, acquire a new property and provide new funding to support its investment programme. The Group continues to invest significantly in all key areas of the business on the back of its cash generation and this banking facility. 
The level of revenue, cash generated by the Group, and compliance of financial covenants remains highly geared towards the timings of game releases. As at 30 June 2024 it has been more than two years since a major game release, with the next major game releases scheduled for early 2025. Whilst prior releases continue to perform well, during the financial year ended 30 June 2024, the Group obtained certain financial covenant waivers from the lender and amendments to the facilities. After the balance sheet date, the Group secured further amendments to the banking facilities to modify certain financial covenants in the agreement with the aim to further support the Group to achieve its strategic objectives prior to the next scheduled releases. The Group’s existing banking facilities are repayable by July 2025.
The Group has prepared forecasts and projections, taking into account current cash resources and available funding to cover future expected trading, and sensitised the forecasts for reasonably possible changes in gaming volume. These forecasts support the conclusion of the Directors that the Group is a going concern. Furthermore, although the Group expects to renew its facilities prior to July 2025, in the improbable scenario where the facilities were not renewed, the Group would have various options available to ensure it could meet any liabilities as they fall due. This would include taking such actions as revenue optimisation via promotional activity, improvements to operational efficiency, sale of non-core assets, and other measures. These measures would enable the Group to have adequate resources to continue operational existence for the foreseeable future, for a period of not less than 12 months from the date of approval of these financial statements.
The Company, therefore, continues to adopt the going concern basis in preparing its financial statements.
The Directors consider it is appropriate to prepare the financial statements on the going concern basis due to the commitment by the ultimate parent company, Rebellion Group Ltd, to provide any necessary financial support required to enable the Company to discharge its liabilities, and therefore continue as a going concern for at least 12 months from the date of approving the financial statements. 

Page 2

 
REBELLION COMMERCIAL PROPERTIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

The rental income receivable under these leases is recognised in the Profit and Loss Account on a straight-line basis over the term of the lease. Any rent-free period is spread over the period of the lease.

 
2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.5

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Buildings
-
50 years
Solar panels and other equipment
-
2-5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 3

 
REBELLION COMMERCIAL PROPERTIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.7

Investment property

Investment property is carried at fair value determined annually by the Directors. For the year ended 30 June 2024, the fair value is determined with reference to third-party independent valuation reports. For the year ended 30 June 2023, the fair value is determined with reference to current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
 
Investment property rented to other group companies is accounted for as tangible fixed assets held at cost less accumulated depreciation and any accumulated impairment losses.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Page 4

 
REBELLION COMMERCIAL PROPERTIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.11
Financial instruments (continued)

Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date. 
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements in accordance with FRS 102 requires management to make judgements and estimates that affect the amounts of the reported assets and liabilities and the reported amounts of revenues and expenses each period. Management believes that the judgements and estimates employed in preparing these financial statements are reasonable but the actual results may differ from the estimates made, requiring adjustments to the financial statements in future periods. The areas where the most significant judgements and estimates arise are described below.
Fair value of investment property
The Directors apply judgement when assessing the fair value of investment properties at each reporting date, based on market data, third party reports and rental income during the year. Uncertainties in these estimates relate to local discrepancies in market trends, and the future realisation of these values may be affected by volatilities in the rental market, together with other market-driven changes that may impact future selling prices.

Page 5

 
REBELLION COMMERCIAL PROPERTIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

4.


Employees




The average monthly number of employees, including Directors, during the year was 2 (2023 - 2).


5.


Tangible fixed assets





Land & buildings
Solar panels and other equipment
Total

£
£
£



Cost or valuation


At 1 July 2023
2,770,833
75,557
2,846,390



At 30 June 2024

2,770,833
75,557
2,846,390



Depreciation


At 1 July 2023
213,985
69,441
283,426


Charge for the year on owned assets
55,417
5,813
61,230



At 30 June 2024

269,402
75,254
344,656



Net book value



At 30 June 2024
2,501,431
303
2,501,734



At 30 June 2023
2,556,848
6,116
2,562,964


6.


Investment property


Investment property

£



Valuation


At 1 July 2023 (as previously stated)
10,036,640


Prior year adjustment
(4,349,752)


At 1 July 2023 (as restated)
5,686,888


Fair value gain
108,112



At 30 June 2024
5,795,000







Page 6

 
REBELLION COMMERCIAL PROPERTIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Debtors

2024
2023
£
£


Trade debtors
1,762
47,968

Other debtors
2,684
365

Prepayments and accrued income
5,697
5,697

10,143
54,030



8.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
37,480
74,184



9.


Creditors: Amounts falling due within one year

As restated
2024
2023
£
£

Trade creditors
495
7,667

Amounts owed to group undertakings
13,040,954
12,660,822

Other taxation and social security
2,100
6,150

Accruals and deferred income
13,453
360,717

13,057,002
13,035,356


Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.


10.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023: 1) Ordinary share of £1.00
1
1


The Ordinary share entitles the holder to one vote per share and entitles the holder to dividends and other distributions.

Page 7

 
REBELLION COMMERCIAL PROPERTIES LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

11.


Prior year adjustment

As at 30 June 2024, the Directors identified that certain costs charged to the Company should have been accrued in the prior year. To correct the error, the Directors have recognised a prior year adjustment. The effect of this adjustment is to increase accruals as at 30 June 2024 by £344,408, and increase administrative expenses for the year ended 30 June 2023 by £344,408.
As at 30 June 2024, the Directors identified an error in respect of the information used to determine the fair value of an investment property. To correct the error, the Directors have recognised a prior year adjustment. The effect of this adjustment is a reduction in investment property and retained earnings as at 1 July 2022 of £4,904,752.


12.Financial commitments

The Company is party to a composite guarantee arrangement with the other companies in the group headed by Rebellion Group Ltd to jointly and severally agree to satisfy the bank on demand in the of event of a default. The total amount owing by the Group under this arrangement as at 30 June 2024 was £26,625,000 (2023: £27,750,000).


13.


Related party transactions

The Company has taken advantage of exemption, under the terms of Financial Reporting Standards 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other companies that are wholly owned within the Group, headed by Rebellion Group Ltd.


14.


Post balance sheet events

In September 2024, the Company formally listed one of its investment properties for sale. This represents a post year end change in use of the property from investment property to stock as it is held for sale in the ordinary course of business. There was no formal listing or engagement to list the property at 30 June 2024, and therefore the property is correctly classified as investment property at the year end.


15.


Controlling party

During the year the controlling parties were the Directors C R Kingsley and J J Kingsley.
The Directors regard Rebellion Group Ltd as the ultimate holding company. The smallest and largest group within which the financial statements are consolidated in respect of the year ended 30 June 2024 is that headed by Rebellion Group Ltd with registered offices at Riverside House, Osney Mead, Oxford, Oxfordshire, United Kingdom. Copies of the financial statements of Rebellion Group Ltd can be obtained from the Registrar of Companies.


16.


Auditor's information

The auditor's report on the financial statements for the year ended 30 June 2024 was unqualified.

The audit report was signed on 4 November 2024 by James Pitt BA BFP FCA (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.

Page 8