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Registered number: 11432845










REBELLION GROUP LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
REBELLION GROUP LTD
 

COMPANY INFORMATION


Directors
C R Kingsley 
J J Kingsley 




Registered number
11432845



Registered office
Riverside House
Osney Mead

Oxford

Oxfordshire

OX2 0ES




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG





 
REBELLION GROUP LTD
 

CONTENTS



Page
Group Strategic Report
1 - 5
Directors' Report
6 - 9
Directors' Responsibilities Statement
10
Independent Auditor's Report
11 - 13
Consolidated Statement of Comprehensive Income
14
Consolidated Balance Sheet
15 - 16
Company Balance Sheet
17
Consolidated Statement of Changes in Equity
18 - 19
Company Statement of Changes in Equity
20
Consolidated Statement of Cash Flows
21 - 22
Consolidated Analysis of Net Debt
23
Notes to the Financial Statements
24 - 57


 
REBELLION GROUP LTD
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Business review
 
Principal activities
 
The Group is engaged in the following principal activities:
• Games division – developing and publishing computer games;
• Publishing division – publishing and distribution of comics, books and graphic novels;
• Film & TV division – film and TV production, distribution and related services;
• Consumer Products & new media division – integrates all digital channels to cross monetise our IP,    products and services through social media, apps, e-commerce, licensing and membership subscriptions;  and
• Asset & Central divisions – provide support and ancillary services to the main divisions.
The Group creates and manages its own Intellectual Property (“IP”) and content which is monetised and distributed to appropriate global audience through a multichannel digital distribution approach across all areas of the business. 
Financial overview
The year to 30 June 2024 was successful for the Group with turnover of £63.3 million (2023: £56.1 million). There were no game releases in the year or the prior year, with two major releases anticipated for the year ended 30 June 2025.  The majority of the Group’s turnover has been delivered by games released in prior years and revenue from a one-off game development partnership. The Group made a profit before tax of £10.0 million (2023: loss before tax of £2.0 million). As with the prior year, the Group has continued to invest in all areas of the business, including games, film production and the new consumer products and new media division. The Directors are satisfied with the performance in the year. 
Within the games division, two new major releases, Atomfall & Sniper Elite: Resistance are planned in the year ended 30 June 25. Atomfall is a brand-new IP game franchise of an action survival game. Sniper Elite: Resistance is a new instalment in the hugely popular Sniper Elite series. The Group are excited by both releases following positive feedback in the market. 
In the publishing division, the vast catalogue of owned IP in comics and books including Judge Dredd and 2000 AD, continue to grow and provide a steady level of turnover. In the year, the division has continued exploring new ways to introduce Rebellion IP to new audiences for our iconic IP in comics and books. The Film & TV division, whilst not having any new releases in the year, has several film and TV projects based on our IP in development with releases planned in future years. Co production of our Rogue Trooper animation film is progressing for release in the year ended 30 June 2026.
The asset division continues to provide central services to support the continued growth of the business. 
On 1  August 2023, the Group acquired 100% of the equity Blackshore Inc for total potential consideration of $11 million payable in three instalments. The first instalment of $1m was paid on 1 August 2023. Blackshore Inc is a full-service talent management influencer marketing and new media content production company, who engage audiences and deliver meaningful marketing results for businesses. Blackshore is a key contributor in the new Consumer Products and New Media division in the Group and its service offerings will also enhance the Group's ability to market it's own IP via new media
Financial performance
The financial performance for the year has been analysed as follows:

2024
2023
        £
        £
Turnover

63,256,664

56,125,054
 
Gross profit

29,622,189

16,684,356
 
Profit/(loss) before tax

9,974,512

(2,013,086)
 
Page 1

 
REBELLION GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


Strategy
The Group’s strategy is to build upon its success as one of the leading, independent, multi-media businesses with an iconic IP portfolio across video games, comics, books and films, with a history of developing and publishing content for over 30 years by developing and sharing its content and IP with global audiences in games, publishing and entertainment. The Group’s multimedia and multichannel distribution business model supports a diversified portfolio in successfully managing risks and opportunities through business cycles and changing market conditions. The asset division provides the support to enable the games, publishing, film and TV divisions to deliver our strategy and scale profitably as well as managing our portfolio of group property and facilities. 
Turnover
Overall sales increased by 13% from the previous year due to revenue of £20.2m (2023: £9.6m) from a partnership agreement with a third party to develop a game. This partnership agreement ended in September 2024. Despite being no major releases in the year, the back catalogue of older titles still continues to sell very well. 
Gross profit
Gross profit has increased by 78% and gross margin percentage of 47% (2023: 30%) has increased by 17%.  This has been driven by increased revenues noted above and lower amortisation charges. The underlying profitability of all divisions is stable and higher in the games division due to ongoing sales of some of the games division's core franchise titles in the back catalogue, where margins are higher due to the development costs approaching full amortisation.
Other operating income
With effect from 1 January 2024, tax credits claimed by the Group in relation to qualifying development expenditure are claimed under Video Game Expenditure Credits, which has resulted in £6.0 million being recognised within other operating income. 
Administrative expenses
Administrative expenses increased 34% to £22.7 million (2023: £17.6 million). Of the £5.1m increase, £5.6m reflects the ongoing investment by the Group in all key areas of the business including games and consumer products. Staff costs and admin expenses were the key contributors.
Capital expenditure
£1.6m of capital expenditure was incurred in the year. The largest areas of expenditure included £0.5m ongoing expenditure on property projects, £0.5m on leasehold improvements and £0.6m on computer hardware within plant and machinery.

Principal risks and uncertainties
 
The Group is exposed to a variety of financial risks which result from both its operating and investment activities. The board is responsible for coordinating the Group's risk management and focuses on actively securing the Group's short to medium term cash flows.
The Group does not actively engage in the trading of financial assets and has no financial derivatives. The most significant financial risks to which the Group is exposed are described below:
Credit risk
The Group's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of any allowance for doubtful debts, estimated by the Directors. The Group normally deals with large highly rated international companies who have a strong record for the prompt payment of liabilities.
 
Page 2

 
REBELLION GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Cash flow risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
Currency risk
The Group seeks to balance the cash flows in the major currencies using an element of natural hedging with receipts and payments being matched in the same currency and therefore minimising the exposure to currency risk. The Group also monitors currency fluctuations and manages its GBP cash holding to always ensure it has sufficient funds to meet day to day trading requirements.
Games industry risk
As with any industry there are inherent risks. In the games industry and with games development specifically, the risks are often related to publisher control, technology advancement and quality of the product. The Group has sought to reduce these risks by successfully transitioning to a games publisher in its own right and has developed important relationships directly with the key external publishing partners. In terms of technology, the Group has continued to invest heavily in its own technology and games engine, continually pushing the boundaries of the technology and seeking technological advancements through its research & development activities. The use of its own games engine also mitigates any middleware risk and the reliance on third parties for its tools. Quality of product is extremely important to the Group. To reduce risks in this area the Group undertakes extensive quality assurance of its games and sets realistic release schedules to ensure games only reach the marketplace when ready.
Publishing industry risk
A competitive and mature industry with a long-standing tradition for physical products, the publishing industry's risks include the increase in print and distribution costs resulting in reduced margins. However, the Group has successfully developed digital products to complement print and believes that although the digital market will continue to grow, the demand for print will exist for the foreseeable future. The Group also sees growth opportunities with audio which provides another sales channel for its content.
Film & TV industry risk
The Film & TV market is a highly competitive, consumer-driven and rapidly changing environment, very much like the games industry. The Group plans to leverage its own technologies and many years’ experience of content creation and storytelling to challenge existing business models. One of the principal risks to the UK film industry would be the government changing or reducing the UK tax incentives. These same risks also apply to the film studio business where the demand for physical space and related services would be affected. The Group's diversified nature and investment in its own IPs should offset some of the inherent risks of the industry.

Page 3

 
REBELLION GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

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 Group and Company, therefore, continues to adopt the going concern basis in preparing its financial statements.

Section 172 (1) Statement
 
The Directors acknowledge their duty under Section 172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Company and the Group for the benefits of its members as a whole. In doing so, they have had regard (amongst other matters) to:
The likely consequences of any decision in the long term
The Group’s long-term strategic objectives, including progress made during the year and principal risks to these objectives, are stated above.
The interests of the Group’s employees
The board considers the Group’s employees to be primary stakeholders in the business under s172. The board is eager to retain its employees and show its appreciation by offering learning and educational opportunities to advance their careers. Employees are fundamental to the Group’s success in the current environment as well as our long-term strategic objectives. Rebellion is an equal opportunity employer, the only criteria for selection and promotion being the skills and aptitude of the individual person relevant to each role. 
The group is keen to provide worthwhile employment for disabled or medically restricted persons and where possible to make modifications to the work environment to enable employees to fulfil their role where their situation changes. The board also acknowledges that discrimination in any form is unacceptable, and equality of opportunity has been a long-standing characteristic of the Group’s employment practice and procedure. The Dignity at Work Policy sets out how employees are able to raise any concerns.
 
Page 4

 
REBELLION GROUP LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


The way we engage with our shareholders
The board considers that its controlling parties to be the key stakeholders of the Group and is focused on long-term value for their benefit. The Group shares its published results, monthly management accounts and various other key financial and non-financial reports to help the parent inform its group strategy and communicate with its partners.
The need to foster the Group’s business relationships with suppliers, customers and others
The board continues to build ongoing partnerships with key players in hardware, software and digital distribution in the games and creative industries worldwide. It also leverages relationships with suppliers through its centralised administrative function within the central division in order to achieve economies of scale and utilise the Group’s buying power.
The impact of the Group’s operations on the community and the environment
The Group operates with honesty and transparently. It seeks to minimise adverse impacts on the environment from its activities, while continuing to address health, safety and economic issues. The Streamlined Energy and Carbon Reporting (‘SECR’) report provides more details. The Group has complied with all applicable legislation and regulations.
The desirability of the Group maintaining a reputation for high standards of business conduct
The Group strives to behave in a responsible manner, operating to a high standard of business conduct and good corporate governance. The Group code of conduct, including its Anti-Corruption and Bribery Policy sets out the standards for our corporate and individual conduct. This includes a zero-tolerance approach to corruption, bribery and modern slavery and respect for all humans as individuals The Group provides guidance on how to report any non-compliance in the Group’s Whistleblowing Policy.
The need to act fairly as between members of the Company
The Company’s duty is to behave responsibly towards its shareholders and treat then fairly and equally, so that they will be able to benefit from the successful delivery of the Company’s strategic objectives.
Other key performance indicators
The Group considers the other key performance indicator as critical to the business to be the success of games released. This is monitored through sales activity and feedback from users including games critics. The Directors consider the Group to have a high success rate of releasing high quality games.


This report was approved by the board and signed on its behalf.





C R Kingsley
Director

Date: 31 October 2024

Page 5

 
REBELLION GROUP LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

The Directors present their report and the financial statements for the year ended 30 June 2024.

Directors

The Directors who served during the year were:

C R Kingsley 
J J Kingsley 

Principal activity

The Group is engaged in the following principle activities:
1. Games division - developing and publishing computer games;
2. Publishing division - publishing and distribution of comics, books and graphic novels;
3. Entertainment division - film and TV production, distribution and related services;
4. Consumer product division and new media division - integrates all digital channels to cross monetise our IP, products and services through social media, apps, e-commerce, licensing and membership subscriptions; and
5. Asset & central division - provide support and ancillary services to the three main divisions. 

Results and dividends

The profit for the year, after taxation, attributable to the owners of the Group, amounted to £16,177,385 (2023 -  £2,987,703).

During the year ended 30 June 2024, the Group paid dividends of £Nil (2023: £2,041,284).

Future developments

The trading results, profitability and cash generation for the period from 30 June 2024 is encouraging and in line with expectations. The Group will continue to invest and build upon its success as a leading games developer/publisher and its strengths in IP creation and development across all areas - games, media and entertainment. 

Engagement with employees

We continue to provide our employees with the very best opportunities to develop and enjoy great careers at Rebellion. We will continue to invest in all areas of our employee experience including employee training, development, benefits and wellbeing. As a growing business we will also continue to identify and recruit the best talent in all areas of our business. 

Engagement with suppliers, customers and others

The Directors are mindful of their statutory duty to act in the way they each consider, in good faith, would be most likely to promote the success of the Company and of the Group for the benefits of its members as a whole, as set out in our s172(1) statement in the Strategic Report. A consideration of the Company and the Group's relationship with wider stakeholders, including suppliers and customers, is also disclosed in the same statement.

Qualifying third party indemnity provisions

The Company, as permitted by section 234 and section 235 of the Companies act 2006, maintains insurance cover on behalf of the Directors and the Company Secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Company.

Page 6

 
REBELLION GROUP LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Streamlined Energy and Carbon Reporting

The Group has applied ‘GHG Reporting Protocol – Corporate Standard’ methodology and used entergyfoit.uk energy and carbon reporting calculator to measure and report greenhouse gas emissions for the year ended 30 June 2024. This is the fifth year that reliable data has been recorded and will be used as the benchmark for future reporting. The Group is reporting as a large, unquoted group.
The operational control approach has been used to define the scope boundary, from which the Group has identified three scopes for reporting:
• Scope 1 emissions consists of natural gas usage;
• Scope 2 consists of electricity usage within the sites;
• Scope 3 emissions are from staff mileage claims (grey fleet mileage).
The table below shows the breakdown of consumption and carbon emissions, in kWh and tonnes of carbon dioxide equivalent (tCO2e) respectively, by scope and specific area:

ole3cff.png

Page 7

 
REBELLION GROUP LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

The Group is committed to sustainability and becoming energy efficient whilst reducing carbon footprint. Long term improvement plans are as follows: 
• Replacing and upgraded lighting to LED alternatives at the two largest sites, with other sites to follow in             the future;
• Expanding the solar panel capacity within the group to generate additional levels of green electricity;
• 12 electric car-charging points based across two offices, continue to be available for employees to utilise                and Cycle to Work Scheme in place for all employees;;
• Reduce petrol and diesel emissions via travel between office locations, through implementation of car          sharing and alternative methods of working, utilising technology platforms such as video conferencing;                               and
• Seeking greener electricity contracts as current contracts are renewed. 

Energy Efficiency actions undertaken during reporting year:
• Further roll out of LED lights in largest buildings;
• Installation of new air conditioning at largest property, which allowed energy intensive chillers associated           with previous system to be de-commissioned;
• Installation of new solar panels to head office;
• Continued with use of greener electricity contracts and policies for reduced travel between sites and                                            vehicle sharing/use of public transport where possible; and
• Future plans include further rollout of solar to other properties within the group.
The Group is committed to identifying and implementing appropriate ways of reducing energy consumption and carbon emissions from is business activities in 2024. The chosen emissions target is to reduce all intensity ratios across the business by 1% from 2024 to 2025. This target is based upon intensity ratios to improve performance, rather than allow for spurious improvements due to changes in operations during the COVID-19 pandemic.
The table below shows carbon emissions in scope 1 & 2 with the intensity ratio, target and predicted kgCO2e, for the period 1 July 2023 to 30 June 2024. Intensity ratios are presented as tCO2e /547 number of employees.
 

ole2f53.png

Page 8

 
REBELLION GROUP LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no material events affecting the company since year end. 

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





C R Kingsley
Director

Date: 31 October 2024

Page 9

 
REBELLION GROUP LTD
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Page 10

 
REBELLION GROUP LTD
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION GROUP LTD
 

Opinion


We have audited the financial statements of Rebellion Group Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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 under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent 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.


Page 11

 
REBELLION GROUP LTD
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION GROUP LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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 with the 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 this gives rise to a material misstatement in the financial statements themselves. 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 the audit, we have not identified material misstatements in the Group 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 from branches 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 and explanations we require for our audit.


Responsibilities of Directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 10, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary 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's and the parent 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 the Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 12

 
REBELLION GROUP LTD
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION GROUP LTD (CONTINUED)


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 Group financial statements.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement that we designed and performed to detect material misstatements
in respect of irregularities, including fraud, were as follows:
• Enquiry of management and those charged with governance around actual and potential litigation and                   claims;
• Reviewing minutes of Group meetings of those charged with governance;
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance                       with applicable laws and regulations;
• Performing audit work over the risk of management override of controls, including testing of journal entries                    and other adjustments for appropriateness, evaluating the business rationale of significant transactions                        outside the normal course of business and reviewing accounting estimates for bias.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Use of our report
 

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 2006Our 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 an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Pitt BA BFP FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Chawley Park
Cumnor Hill
Oxford
Oxfordshire
OX2 9GG

4 November 2024
Page 13

 
REBELLION GROUP LTD
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
63,256,664
56,125,054

Cost of sales
  
(33,634,475)
(39,440,698)

Gross profit
  
29,622,189
16,684,356

Administrative expenses
  
(22,724,636)
(17,607,423)

Other operating income
 5 
6,001,802
219

Fair value movements
 16 
(1,484,229)
-

Operating profit/(loss)
 6 
11,415,126
(922,848)

Interest receivable and similar income
 10 
616,879
441,401

Interest payable and similar expenses
 11 
(2,057,493)
(1,531,639)

Profit/(loss) before taxation
  
9,974,512
(2,013,086)

Tax on profit/(loss)
 12 
6,202,873
5,026,680

Profit for the financial year
  
16,177,385
3,013,594

  

Currency translation differences
  
2,612
(3)

Other comprehensive income for the year
  
2,612
(3)

Total comprehensive income for the year
  
16,179,997
3,013,591

Profit for the year attributable to:
  

Non-controlling interests
  
-
25,891

Owners of the parent Company
  
16,177,385
2,987,703

  
16,177,385
3,013,594

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
-
25,891

Owners of the parent Company
  
16,179,997
2,987,700

  
16,179,997
3,013,591

The notes on pages 24 to 57 form part of these financial statements.

Page 14

 
REBELLION GROUP LTD
REGISTERED NUMBER: 11432845

CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
55,239,841
32,371,431

Tangible assets
 14 
21,630,929
22,238,649

Investment property
 16 
9,645,002
10,917,488

  
86,515,772
65,527,568

Current assets
  

Stocks
 17 
1,660,651
1,654,333

Debtors due after more than 1 year
 18 
10,739,551
4,142,981

Debtors due within 1 year
 18 
21,579,151
17,362,116

Cash at bank and in hand
 19 
19,816,920
28,540,029

  
53,796,273
51,699,459

Creditors: amounts falling due within one year
 20 
(20,952,158)
(15,611,687)

Net current assets
  
 
 
32,844,115
 
 
36,087,772

Total assets less current liabilities
  
119,359,887
101,615,340

Creditors: amounts falling due after more than one year
 21 
(29,451,132)
(26,625,000)

Provisions for liabilities
  

Deferred taxation
 24 
-
(1,172,559)

Provisions
 25 
-
(89,023)

  
 
 
-
 
 
(1,261,582)

Net assets
  
89,908,755
73,728,758


Capital and reserves
  

Called up share capital 
 26 
1,004
1,004

Share premium account
 27 
199,199
199,199

Foreign exchange reserve
 27 
87,682
85,070

Other reserves
 27 
432,526
432,526

Profit and loss account
 27 
89,188,344
73,010,959

Equity attributable to owners of the parent Company
  
89,908,755
73,728,758


Page 15

 
REBELLION GROUP LTD
REGISTERED NUMBER: 11432845

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024

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 24 to 57 form part of these financial statements.

Page 16

 
REBELLION GROUP LTD
REGISTERED NUMBER: 11432845

COMPANY BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
460,596
460,593

Current assets
  

Debtors
 18 
2,439,232
12,439,232

Cash at bank and in hand
 19 
2
2

  
2,439,234
12,439,234

Creditors: amounts falling due within one year
 20 
(55,807)
(4)

Net current assets
  
 
 
2,383,427
 
 
12,439,230

Total assets less current liabilities
  
2,844,023
12,899,823

  

  

Net assets
  
2,844,023
12,899,823


Capital and reserves
  

Called up share capital 
 26 
1,004
1,004

Share premium account
 27 
199,199
199,199

Profit and loss account
  
2,643,820
12,699,620

  
2,844,023
12,899,823


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 24 to 57 form part of these financial statements.

Page 17

 

 
REBELLION GROUP LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024



Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£
£
£


At 1 July 2023 (as restated)
1,004
199,199
85,070
432,526
73,010,959
73,728,758
73,728,758





Profit for the year
-
-
-
-
16,177,385
16,177,385
16,177,385


Foreign exchange difference on translation
-
-
2,612
-
-
2,612
2,612



At 30 June 2024
1,004
199,199
87,682
432,526
89,188,344
89,908,755
89,908,755



The notes on pages 24 to 57 form part of these financial statements.

Page 18

 

 
REBELLION GROUP LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023



Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£


At 1 July 2022 (as previously stated)
1,004
199,199
85,073
432,526
75,476,609
76,194,411
911,862
77,106,273


Prior year adjustment (see note 28)
-
-
-
-
(4,349,752)
(4,349,752)
-
(4,349,752)


At 1 July 2022 (as restated)
1,004
199,199
85,073
432,526
71,126,857
71,844,659
911,862
72,756,521





Profit for the year
-
-
-
-
2,987,703
2,987,703
25,821
3,013,524


Transfer between reserves
-
-
-
-
(1,103,601)
(1,103,601)
1,103,601
-


Foreign exchange difference on translation
-
-
(3)
-
-
(3)
-
(3)


Other movements
-
-
-
-
-
-
(2,041,284)
(2,041,284)



At 30 June 2023
1,004
199,199
85,070
432,526
73,010,959
73,728,758
-
73,728,758



The notes on pages 24 to 57 form part of these financial statements.

Page 19

 
REBELLION GROUP LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 July 2023
1,004
199,199
12,699,620
12,899,823



Loss for the year
-
-
(10,055,800)
(10,055,800)


At 30 June 2024
1,004
199,199
2,643,820
2,844,023



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 July 2022
1,004
199,199
12,699,620
12,899,823


At 30 June 2023
1,004
199,199
12,699,620
12,899,823


The notes on pages 24 to 57 form part of these financial statements.

Page 20

 
REBELLION GROUP LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
16,177,385
3,013,594

Adjustments for:

Amortisation of intangible assets
6,832,048
13,029,453

Depreciation of tangible assets
1,912,854
2,772,001

Impairments of intangible assets
500,796
100,000

Loss/(profit) on disposal of tangible assets
810,594
(224,589)

Interest paid
2,057,493
1,531,639

Interest received
(616,879)
(441,401)

Taxation credit
(6,202,873)
(5,026,680)

(Increase) in stocks
(6,318)
(194,506)

(Increase)/decrease in debtors
(1,020,378)
18,245,944

Decrease in amounts owed by participating interests
1,014,960
1,087,275

Increase in creditors
480,522
9,615,585

Net fair value losses recognised in profit or loss
1,484,226
-

Corporation tax received
2,893,571
5,881,018

Loss on retranslation of foreign subisidiaries
2,612
3

Net cash generated from operating activities

26,320,613
49,389,336

Cash flows from investing activities

Purchase of intangible fixed assets
(29,933,889)
(18,122,538)

Purchase of tangible fixed assets
(1,560,728)
(3,252,723)

Proceeds from disposal of tangible fixed assets
-
2,822,532

Purchase of investment properties
(211,740)
-

New loans to connected undertakings
-
(4,103,481)

Interest received
616,879
441,401

Net cash outflows on business combinations
(473,188)
-

Net cash from investing activities

(31,562,666)
(22,214,809)

Cash flows from financing activities

Repayment of loans
(1,423,562)
(959,023)

Distributions paid
-
(2,041,284)

Interest paid
(2,057,493)
(1,531,639)

Net cash used in financing activities
(3,481,055)
(4,531,946)

Net (decrease)/increase in cash and cash equivalents
(8,723,108)
22,642,581

Cash and cash equivalents at beginning of year
28,540,028
5,897,448

Cash and cash equivalents at the end of year
19,816,920
28,540,029

Page 21

 
REBELLION GROUP LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


2024
2023

£
£


 
 
Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
19,816,920
28,540,029


The notes on pages 24 to 57 form part of these financial statements.

Page 22

 
REBELLION GROUP LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024





At 1 July 2023
Cash flows
Acquisition of subsidiaries
At 30 June 2024
£

£

£

£

Cash at bank and in hand

28,540,029

(8,249,921)

(473,188)

19,816,920

Bank debt due after 1 year

(26,625,000)

1,125,000

-

(25,500,000)

Bank debt due within 1 year

(1,125,000)

-

-

(1,125,000)


790,029
(7,124,921)
(473,188)
(6,808,080)

The notes on pages 24 to 57 form part of these financial statements.

Page 23

 
REBELLION GROUP LTD
 

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

1.


General information

Rebellion Group Ltd is a private company limited by shares and incorporated in England and Wales. 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are presented in Sterling (£).

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
On 1 July 2018 the Company completed the acquisition of the companies listed below by way of a series of share for share exchanges: 
Rebellion Games Holdings Ltd
Rebellion Publishing Holdings Ltd
Rebellion Entertainment Holdings Ltd
Rebellion Asset Holdings Ltd
These transactions qualified as a group reconstruction and the principles of merger accounting have been applied. As a result, the consolidated financial statements have been prepared as if the entities above (and their subsidiaries) had always been subsidiaries of the Company, with comparative information included accordingly. The carrying values of the assets and liabilities of the parties to the combination have not been adjusted to their fair values on consolidation.
On 22 March 2024, the Company completed the acquistion of the companies listed below from other indirectly held group companies:
Rebellion Consumer Products & Media Holdings Ltd
Rebellion Ltd
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 24

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)

 
2.3

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 Group and Company, therefore, continues to adopt the going concern basis in preparing its financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 25

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)


2.4
Foreign currency translation (continued)

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas 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 operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group's policy is to recognise revenue in respect of its performance when, and to the extent that, it obtains the right to the consideration. The guiding principle in this assessment is to consider the stage of completion of the contractual obligations and to the extent to which the Group has obtained the right to the consideration.
When the Group is exposed to the significant risks and rewards associated with the selling price it accounts for turnover as a principal and associated commission payable is accounted for as a direct cost within cost of sales. 
The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 26

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)


2.5
Revenue (continued)

In relation to the gaming division within the Group, the following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from sale of games is recognised at the point at which the game is delivered. The Group makes provision against returns or price protection.
Royalties from distributors
The Group recognises royalty payments received or accrued from external distributors under licence of the right to distribute games in certain territories. Where advance payments against royalties are received under licence, in so far as the Group's obligations have been fulfilled, such advances are recognised at the point at which they become non refundable.
Royalties from licence agreements
The Group receives revenue where the Group agrees to make a game available to a third-party platform for their customers to download for an agreed period of time. The Directors do not consider there to be any material ongoing obligations once the license is granted to the customer. Revenue is, therefore, recognised on the date performance obligations stated within contractual agreements are met.
The Group also receives revenue where the Group offers exclusivity rights to third-party platforms in exchange for payments in support of the ongoing development of the associated game. Revenue from such agreements is recognised as stated performance obligations in contracts are met with other up-front receipts recognised over the life of the contract.
The Group also receives revenue from developing games for external customers. Revenue from such agreements is recognised on a stage of completion basis in relation to the proportion of total costs incurred out of the contracted costs over the life of the contract.
Media sales
The Group receives revenue from the management of customers' channels on third-party media platforms. Revenue is recognised on a commission basis, at an agreed percentage, with the value of revenue determined by the level of advertisement revenue generated for the customer by the promotions.
The Group also receives advertisement revenue from its own channels on third-party media platforms. This revenue is recognised based on the data provided by the third party media platform. 
The Group receives revenue from brand/product owners for facilitating product promotion by new media content creators on the creators' channels. Revenue is recognised based upon the achievement of contractual milestones between Rebellion and its customer. Milestones are agreed on a contract by contract basis dependent upon viewing related performance metrics.

Page 27

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)

  
2.6

Research and development

Research costs:
Research expenditure is written off in the year in which it is incurred. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Development costs:
Capitalised development costs correspond to the costs incurred in the development of new games or software projects to the extent that the Group has determined that:
 
the project is technically and commercially feasible;
the project has an identified market to which the development can be used or sold;
the project is clearly defined and related expenditure is separately identifiable;
current and future costs are expected to be exceeded by future earnings;
the Group has the intention and ability to complete the project; and
adequate resources exist for the project to be completed.

Development costs will include payroll, outsourcing, direct costs and other relevant expenses relating to the project. Deferred development expenditure for each product is reviewed at the end of each accounting period and where the circumstances which have justified the deferral of the expenditure, as set out above, no longer apply, or are considered doubtful, an impairment provision is made. 
Capitalised development costs are amortised in line with revenue received for a maximum of 3 years. The Directors review the historical revenue cycle of the Group and consider the revenue from release of games is weighted towards the first year, with a significant proportion within the first quarter. In line with this, the value of games is amortised 70% in year 1, 20% in year 2 and 10% in year 3.
At the end of each financial year, the carrying value of each product is assessed. Where the forecast revenue for a product does not exceed the current and future costs of the product, a provision for impairment is recognised.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

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.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 28

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)

  
2.10

Pensions

Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss. When a charge attributable to an item of income or expenditure is recognised as other comprehensive income or to an item recognised directly in equity, tax 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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.12

Video Game Expenditure Credits

Video Game Expenditure Credits are recognised in the period in which the related qualifying expenditure is incurred. The Video Game Expenditure Credits recognised are based on management's estimates of amounts expected to be recovered. Expenditure credits are recognised within other operating income and subject to ordinary UK taxation. 

  
2.13

Video Game Tax Relief

Video Game Tax Relief is recognised as a tax credit in the period in which the related qualifying expenditure is incurred. The Video Game Tax Relief recognised is based on management's estimates of amounts expected to be recovered.

Page 29

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Intellectual property
-
5 years straight line
Development expenditure
-
See accounting policy 2.6
Goodwill
-
10 years straight line

Development costs include game development and TV and film production costs.

 
2.15

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:

Land and buildings
-
50 years
Leasehold improvements
-
5-10 years
Plant and machinery
-
2-10 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 30

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)

 
2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.17

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.

 
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.19

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.20

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.

 
2.21

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.



Page 31

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)

 
2.22

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.

 
2.23

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.24

Financial instruments

The Group 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 Group's Balance Sheet when the Group 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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes long-term receivables, are initially measured at fair value in accordance with Section 12 of FRS 102, which is the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where the fair value of other financial assets cannot be measured reliably, they are measured at cost less impairment.
 
Page 32

 
REBELLION GROUP LTD
 

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

2.Accounting policies (continued)


2.24
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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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 receipts 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 33

 
REBELLION GROUP LTD
 

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

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.
Revenue recognition - video games
In applying FRS 102, the Group makes a judgement on whether certain revenue contracts grant the rights to customers to obtain all the benefits in relation to specified performance obligations on the date the performance obligations are satisfied. The Group does not consider there to be ongoing, material obligations once the stated performance obligation is satisfied and, therefore, recognises revenue relating to these contracts in line with stated contractual terms at the point the risks and rewards transfer to the customer, being when the obligation is achieved.
When the Group has control over the selling price of the transaction it accounts for turnover as a principal and associated commission payable is accounted for as a direct cost within cost of sales.
Revenue recognition - media sales
In applying FRS 102, where another party is involved in providing services to a customer, the Group makes a judgement on whether it has a performance obligation to provide the specified goods or services itself (principal) or whether it arranges for the other party to provide these goods or services (agent). In determining this, the Group considers who has primary responsibility for fulfilling the services to the customer, who has the inventory risk, credit risk, and the ability to set the sales price for the service. 
Where the Group is the principal it recognises revenue and associated commission payable as a direct cost within cost of sales. Where the Group is the agent it recognises commission as revenue net of any associated costs.
Stage of completion
The Group uses the percentage of completion method to determine the recognition of revenue on long-term service contracts. The percentage of completion method depends on an accurate assessment of the costs to complete the contract. These assessments are made by personnel who have adequate and sufficient knowledge of the contracts as appropriate. The nature of the estimations means that actual outcomes may differ from those made in forecasts and budgets. If the outcome of a contract is that contract costs which exceed total contract revenue, the estimated loss is recognised immediately. 
Development costs - video games
Development costs are capitalised as an intangible asset where the Directors are satisfied as to the technical, commercial and financial viability of the related projects.
The Directors consider if there are indicators of impairment and if there are an impairment review is undertaken.
The assessment of indicators of impairment is considered a significant judgement to the inherent uncertainty of the success of a particular project and the significance of the intangible asset value to the entity.
The recoverability of development costs is estimated based upon forecasted sales of games, generated through actual sales to date, experience of previously released games and market data.
 
Page 34

 
REBELLION GROUP LTD
 

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

3.Judgements in applying accounting policies (continued)

Useful economic lives of development costs - video games
Amortisation of intangible assets is calculated over the useful economic lives of the assets, being 3 years for developed games. The estimates of useful economic lives are reviewed at least annually for any changes to this estimate based on the sales cycles of released games.
As detailed in note 2.6, the useful economic lives of intangible assets is weighted to be amortised at a rate of 70% in year 1, 20% in year 2 and 10% in year 3, reflecting the historical sales pattern of released games.
Development costs - film and TV productions
Expenditure on research and development is considered by the Directors in each reporting period for whether it qualified as research or development under FRS 102. Judgement is required by the Directors for whether R&D costs qualify as development expenditure that should be capitalised as an intangible asset.
Where costs are capitalised as development expenditure, the Directors consider if there are any indicators of impairment and if there are an impairment review is undertaken.
The assessment of indicators of impairment is considered a significant judgement due to the inherent uncertainty of the success of a particular project and the significance of the intangible asset value to the entity.
Where an impairment review is undertaken the most sensitive input is the degree of revenue that can be generated through licensing agreements in various territories.
Useful economic lives of tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual value, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessment consider issues such as the remaining life of the asset and projected disposal values.
Video Games Tax Relief/Video Games Expenditure Credits
Video Games Tax Relief/Video Games Expenditure Credits is a tax credit available on costs incurred in relation to video games that have passed the British Film Institute Cultural Test. The Directors estimate the potential tax credit claim using the directly attributable costs incurred in those products in development that have, or are expected to, pass the Cultural Test. The assessment of development costs included in Video Games Tax Relief/Video Games Expenditure Credits claims requires the Directors to make significant judgements as to whether costs are qualifying to be claimed.
Deferred tax assets
The recognition of deferred tax assets on taxable losses is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognise deferred tax assets depends on many factors, including the Group's ability to generate such taxable profits and the implementation of effective tax planning strategies. The occurrence or non-occurrence of such events in the future may lead to significant changes in the measurement of deferred tax assets.
 
Page 35

 
REBELLION GROUP LTD
 

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

3.Judgements in applying accounting policies (continued)

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.
Fair value of long-term financial assets
The Directors apply judgement when assessing the fair value of long-term financial assets. The Directors have concluded that a reliable fair value for long-term financial assets cannot be obtained at 30 June 2024 owing to future uncertainties in relation to variable returns linked to the financial asset.
Costs of business combination
The Directors apply judgement in their determination of whether the costs associated with the business combination undertaken during the year ended 30 June 2024 comprise consideration, remuneration for ongoing employment services, or a combination of both. The Directors have concluded that all costs of the business combination represent consideration payable for the business.
Value of contingent consideration
In the event that certain pre-determined targets are achieved by the acquired business for the 17 months ended 31 December 2024 and the subsequent 12 months ended 31 December 2025, additional consideration of up to £2,370,678 may become payable. The Directors consider the fair value of this consideration is £2,370,678 with reference to the anticipated future performance of the acquired entity.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Games publishing and development sales
55,883,918
50,065,750

Publishing sales
4,517,321
4,518,258

Film & TV sales
369,206
1,193,057

Miscellaneous sales
47,760
347,989

Media sales
2,438,459
-

63,256,664
56,125,054


Page 36

 
REBELLION GROUP LTD
 

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

An analysis of turnover by country is as follows:


2024
2023
£
£



United Kingdom
5,587,300
9,069,893

Europe
4,767,518
6,830,234

United States
29,924,682
28,480,573

Rest of World
22,977,164
11,744,354

63,256,664
56,125,054


5.


Other operating income

2024
2023
£
£

Video game expenditure credit
5,999,566
-

Royalty receivable
116
219

Sundry income
2,120
-

6,001,802
219



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2024
2023
£
£

Research & development charged as an expense
21,173
93,997

Depreciation of tangible fixed assets
1,912,854
2,772,001

Amortisation of intangible fixed assets
6,832,048
13,029,453

Loss/(gain) on disposal of fixed assets
111,397
(224,589)

Impairment of intangible assets
500,796
100,000

Page 37

 
REBELLION GROUP LTD
 

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

7.


Auditor's remuneration

During the year, the Group obtained the following services from the Group's auditor:


2024
2023
£
£

Fees payable to the Group's auditor for the audit of the consolidated and parent Company's financial statements
202,500
235,000

 
Fees payable to the Group's auditor in respect of other services:

Tax compliance
60,000
58,000

Tax advisory
29,870
31,000

Other non-audit
27,500
32,000


8.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
2024
Group
2023
£
£



Wages and salaries
26,630,376
23,058,261

Social security costs
2,920,204
2,693,392

Cost of defined contribution scheme
1,091,648
1,043,130

30,642,228
26,794,783




The average monthly number of employees, including the Directors, during the year was as follows:


        2024
        2023
            No.
            No.







Games
388
308



Publishing
31
26



Entertainment
18
16



Consumer products and new media
4
-



Central
107
115

548
465

Page 38

 
REBELLION GROUP LTD
 

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

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
815,000
2,695,970

Group contributions to defined contribution pension schemes
20,000
28,000

835,000
2,723,970


During the year retirement benefits were accruing to 2 Directors (2023: 2) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £471,001 (2023: £1,352,985).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £10,000 (2023: £13,500).

Key management personnel consists of the Directors.


10.


Interest receivable

2024
2023
£
£


Other interest receivable
616,879
441,401


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
2,049,825
1,516,274

Other interest payable
7,668
15,365

2,057,493
1,531,639

Page 39

 
REBELLION GROUP LTD
 

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

12.


Taxation


2024
2023
£
£

Corporation tax


Tax credits
(3,573,311)
(6,042,704)

Corporation tax charge
4,543,746
-

Adjustments in respect of previous periods
(255,861)
2,240,445


Total current tax
714,574
(3,802,259)

Deferred tax


Origination and reversal of timing differences
(6,917,447)
(1,224,421)

Total deferred tax
(6,917,447)
(1,224,421)


Taxation on loss on ordinary activities
(6,202,873)
(5,026,680)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023: 20.5%). The differences are explained below:

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
9,974,512
(2,013,086)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 20.5%)
2,493,628
(412,683)

Effects of:


Income not taxable
(3,112,395)
(2,842,887)

Expenses not deductible for tax purposes
3,155,592
669,769

Capital allowances for year in excess of depreciation
2,536,997
3,168,983

Additional deduction for R&D expenditure
-
(620,608)

Adjustments to tax charge in respect of prior periods
(255,861)
2,240,445

Video game development adjustment
(9,376,863)
(7,225,835)

Remeasurement of deferred tax for changes in tax rates
-
1,072,914

Other tax adjustments, reliefs and transfers
(768,902)
(1,076,778)

Movement in deferred tax not recognised
(875,069)
-

Total tax charge for the year
(6,202,873)
(5,026,680)

Page 40

 
REBELLION GROUP LTD
 

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

13.


Intangible assets

Group





Intellectual Property
Development costs
Goodwill
Total

£
£
£
£



Cost


At 1 July 2023
203,623
93,134,754
1,539,107
94,877,484


Additions
158
21,382,750
8,550,981
29,933,889


Disposals
-
(11,304,474)
-
(11,304,474)


On acquisition of subsidiaries
-
-
152,099
152,099


Foreign exchange movement
-
-
115,266
115,266



At 30 June 2024

203,781
103,213,030
10,357,453
113,774,264



Amortisation


At 1 July 2023
-
60,966,946
1,539,107
62,506,053


Charge for the year on owned assets
27,171
5,996,528
808,349
6,832,048


On disposals
-
(11,304,474)
-
(11,304,474)


Impairment charge
-
500,796
-
500,796



At 30 June 2024

27,171
56,159,796
2,347,456
58,534,423



Net book value



At 30 June 2024
176,610
47,053,234
8,009,997
55,239,841



At 30 June 2023
203,623
32,167,808
-
32,371,431

There are no intangible fixed assets held in the Parent Company in either the current or the prior year.



Page 41

 
REBELLION GROUP LTD
 

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

14.


Tangible fixed assets

Group






Land and buildings
Leasehold improvements
Plant and machinery
Assets in course of construction
Total

£
£
£
£
£



Cost or valuation


At 1 July 2023 (as previously stated)
14,497,043
6,905,910
6,823,309
6,081,109
34,307,371


Prior Year Adjustment
-
-
-
(4,675,000)
(4,675,000)


At 1 July 2023 (as restated)
14,497,043
6,905,910
6,823,309
1,406,109
29,632,371


Additions
-
465,664
612,196
482,868
1,560,728


Transfer to investment property
-
-
-
(189,318)
(189,318)


Disposals
-
(301)
(3,617,042)
(63,210)
(3,680,553)


Transfers between classes
-
1,294,636
39,000
(1,333,636)
-



At 30 June 2024

14,497,043
8,665,909
3,857,463
302,813
27,323,228



Depreciation


At 1 July 2023
917,558
1,638,115
4,838,049
-
7,393,722


Charge for the year on owned assets
289,942
817,607
805,305
-
1,912,854


Disposals
-
(301)
(3,613,976)
-
(3,614,277)



At 30 June 2024

1,207,500
2,455,421
2,029,378
-
5,692,299



Net book value



At 30 June 2024
13,289,543
6,210,488
1,828,085
302,813
21,630,929



At 30 June 2023 (as restated)
13,579,485
5,267,795
1,985,260
1,406,109
22,238,649

There are no tangible fixed assets held in the Parent Company in either the current or the prior year.
All property owned by the Group is freehold property.

Page 42

 
REBELLION GROUP LTD
 

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

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
460,593


Additions
3



At 30 June 2024
460,596

Page 43

 
REBELLION GROUP LTD
 

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

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Astounding Props Ltd
Prop maker for film, TV and video game creators
Ordinary
100%
Audiomotion Studios Ltd
Motion capture activities
Ordinary
100%
Blackshore LLC
New media content creator and agent
Ordinary
100%
Hall, The Printer, Ltd
Dormant
Ordinary
100%
MC1 Productions Ltd
Film/TV production activities
Ordinary
100%
Rebellion 2000 AD Ltd
Intellectual property owner
Ordinary
100%
Rebellion A/S
Dormant
Ordinary
100%
Rebellion Asset Holdings Ltd*
Intermediate holding company
Ordinary
100%
Rebellion Central Holdings Ltd*
Intermediate holding company
Ordinary
100%
Rebellion Commercial Properties Ltd
Owning and renting property
Ordinary
100%
Rebellion Consumer Products & Media Holdings Ltd (formerly RePro 02 Ltd)*
Intermediate holding company
Ordinary
100%
Rebellion Consumer Products Ltd (formerly Rebellion Central IP Ltd)
Licensor of group IP
Ordinary
100%
Rebellion Developments Ltd
Developing and publishing computer games
Ordinary
100%
Rebellion Digital Assets Ltd
Digital asset resource provider
Ordinary
100%
Rebellion Entertainment Holdings Ltd*
Intermediate holding company
Ordinary
100%
Rebellion Entertainment IP Ltd
Dormant
Ordinary
100%
Rebellion Entertainment Ireland Ltd
Dormant
Ordinary
100%
Rebellion Entertainment Ltd
Film/TV production activities
Ordinary
100%
Rebellion Factual Ltd
Film/TV production activities
Ordinary
100%
Rebellion Film Ltd
Dormant
Ordinary
100%
Rebellion Film Studios Ltd
Film/TV production activities
Ordinary
100%
Rebellion Flame Ltd
Costume supplier
Ordinary
100%
Rebellion Games Holdings Ltd*
Intermediate holding company
Ordinary
100%
Rebellion Games Inc
Intermediate holding company
Ordinary
100%
Rebellion Games IP Ltd
Intellectual property owner
Ordinary
100%
Rebellion Interactive Games Ltd
Publishing computer games
Ordinary
100%
Rebellion Interactive Ltd
Publishing computer games
Ordinary
100%
Rebellion Ltd*
Intermediate holding company
Ordinary
100%
Rebellion Liverpool Ltd
Developing computer games
Ordinary
100%
Rebellion Music Ltd
Music production and distribution activities
Ordinary
100%
Page 44

 
REBELLION GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Subsidiary undertakings (continued)


Name

Principal activity

Class of shares

Holding

Rebellion North Ltd
Developing computer games
Ordinary
100%
Rebellion Productions Ltd
Film/TV production activities
Ordinary
100%
Rebellion Properties Ltd
Owning and renting property
Ordinary
100%
Rebellion Publishing Holdings Ltd*
Intermediate holding company
Ordinary
100%
Rebellion Publishing IP Ltd
Dormant
Ordinary
100%
Rebellion Publishing Limited
Publishing and distribution of comics, books and graphic novels
Ordinary
100%
Rebellion Residential Properties Ltd
Owning and renting property
Ordinary
100%
Rebellion Services Ltd
Business support services including web development and store management
Ordinary
100%
Rebellion Software Limited
Dormant
Ordinary
100%
Rebellion Studio Properties Ltd
Owning and renting property
Ordinary
100%
Rebellion TV Ltd
Dormant
Ordinary
100%
Rebellion Unplugged Ltd
Development of boardgames and merchandise
Ordinary
100%
Rebellion VFX Ltd
Film/TV production activities
Ordinary
100%
Rebellion Warwick Ltd
Developing computer games
Ordinary
100%
RePro 01 Ltd
Film/TV production activities
Ordinary
100%
TickTock Games Limited
Dormant
Ordinary
100%

Page 45

 
REBELLION GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Subsidiary undertakings (continued)

All subsidiary companies are registered in the UK other than Rebellion Games Inc (US), Blackshore LLC (US), Rebellion A/S (Denmark) and Rebellion Entertainment Ireland (Ireland).
*Held directly. All other entities are held indirectly.
The Group, through its subsidiary, Audiomotion Studios Limited, was a member of Saturna LLP, holding a 4% profit entitlement in the Limited Liability Partnership, until 11 July 2023 when Saturna LLP was struck off. As the remaining entitlement was held by C R Kingsley and J J Kingsley who are the Directors of Audiomotion Studios Limited and are also the ultimate controlling parties of Rebellion Group Ltd, it is considered that the Group had a controlling interest in Saturna LLP until 11 July 2023.
Parent company guarantee
The following subsidiary companies are exempt from the requirements under the Companies Act 2006 relating to the audit of financial statements under section 479A of that Act. Rebellion Group Limited has provided a parent company guarantee over the liabilities of each of these subsidiary companies, pursuant to section 479C of the Companies Act 2006. 
Company name and number
Hall, The Printer, Limited - 00131100
MC1 Productions Ltd - 11365206
Rebellion 2000 AD Ltd - 11365550
Rebellion Asset Holdings Ltd - 11434357
Rebellion Central Holdings Ltd - 12530911
Rebellion Consumer Products & Media Holdings Ltd (formerly RePro 02 Ltd) - 13152671
Rebellion Entertainment Holdings Ltd - 11434342
Rebellion Factual Ltd - 10784322
Rebellion Games Holdings Ltd - 11433789
Rebellion Limited - SC120259
Rebellion Music Ltd - 13135732
Rebellion Properties Ltd - 10784940
Rebellion Publishing Holdings Ltd - 02771597
Rebellion VFX Ltd - 11849266
RePro 01 Ltd - 11949803
TickTock Games Limited - 06357704

Page 46

 
REBELLION GROUP LTD
 

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

16.


Investment property

Group


Investment property

£



Valuation


At 1 July 2023 (as previously stated)
10,591,640


Prior year adjustment
325,848


At 1 July 2023 (as restated)
10,917,488


Additions at cost
211,740


Disposals
(189,318)


Deficit on revaluation
(1,484,226)


Transfer from tangible fixed assets
189,318



At 30 June 2024
9,645,002

The historical cost of investment properties is not materially different to its fair value.
There are no investment properties held in the Parent Company in either the current or the prior year.










Page 47

 
REBELLION GROUP LTD
 

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

17.


Stocks




Group
2024
Group
2023
£
£

Work in progress
545,811
506,607

Finished goods and goods for resale
1,114,840
1,147,726

1,660,651
1,654,333


An impairment loss of £285,631 (2023: £85,031) was recognised against stock during the year due to slow-moving and obsolete stock.


18.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Amounts owed by connected undertakings
134,500
1,234,500
-
-

Financial instruments - amounts owed by connected undertakings
4,879,597
2,908,481
-
-

Deferred tax asset
5,725,454
-
-
-

10,739,551
4,142,981
-
-

Due within one year

Trade debtors
6,231,955
6,211,910
-
-

Amounts owed by group undertakings
-
-
2,439,232
12,439,232

Other debtors
1,015,546
2,026,057
-
-

Prepayments and accrued income
6,065,272
3,036,768
-
-

Tax recoverable
8,266,378
6,087,381
-
-

32,318,702
21,505,097
2,439,232
12,439,232


Provisions of £1,100,000 have been made against amounts owed by connected undertakings as at 30 June 2024 (2023: £Nil).
A formal write-off of £10,000,000 has been made against amounts owed by group undertakings as at 30 June 2024 (2023: £Nil). 
Amounts owed by group undertakings are repayable on demand, unsecured and non-interest bearing.

Page 48

 
REBELLION GROUP LTD
 

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

19.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
19,816,920
28,540,029
2
2



20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
1,125,000
1,125,000
-
-

Trade creditors
1,785,328
3,009,759
-
-

Amounts owed to group undertakings
-
-
55,803
-

Amounts owed to connected undertakings
-
85,040
-
-

Other taxation and social security
782,652
789,393
-
-

Other creditors
972,680
1,138,150
4
4

Accruals and deferred income
12,335,366
9,464,345
-
-

Deferred consideration
2,765,793
-
-
-

Contingent consideration
1,185,339
-
-
-

20,952,158
15,611,687
55,807
4


Details of the terms of payment or repayment and the rates of interest payable are disclosed in note 22.
Amounts owed to group undertakings are repayable on demand, unsecured and non-interest bearing.


21.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
25,500,000
26,625,000

Deferred consideration
2,765,793
-

Contingent consideration
1,185,339
-

29,451,132
26,625,000


Details of the terms of payment or repayment and the rates of interest payable are disclosed in note 22.

Page 49

 
REBELLION GROUP LTD
 

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

22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
1,125,000
1,125,000

Amounts falling due 1-2 years

Bank loans
25,500,000
26,625,000

26,625,000
27,750,000


The Group secured additional banking facilities of £30,000,000 in July 2021 to refinance existing property mortgages, acquire a new property and provide new funding to support its investment programme in the Financial Year ended 30 June 2022. This included refinancing existing group loans, mortgages and other working capital facilities into one banking facility.
The banking facility is in two equal tranches of £15,000,000 with specified purposes. In respect of the loan facility of £15,000,000 the loan is repayable by July 2025. In respect of the working capital facility of £15,000,000 the facility is repayable by July 2025.
The banking facility of £30,000,000 is subject to set covenants on the results of Rebellion Group Limited.
The banking facility is subject to interest at a rate of between 1.95%-2.25% plus Revolving Facility Rate per annum.
The banking facility and loan are secured via a fixed charge over all the Group's present freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future and a first floating charge over all assets and undertaking both present and future.

Page 50

 
REBELLION GROUP LTD
 

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

23.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Cash at bank
19,816,920
28,540,029
2
2

Financial assets that are debt instruments measured at amortised cost
7,382,001
9,472,467
2,439,232
12,439,232

Financial assets that are debt instruments measured at fair value
4,879,597
2,908,481
-
-

32,078,518
40,920,977
2,439,234
12,439,234


Financial liabilities

Financial liabilities measured at amortised cost:
40,200,626
32,927,690
55,807
4

Financial liabilities measured at fair value
2,370,678
-
-
-

42,571,304
32,927,690
55,807
4


Financial assets measured at amortised cost comprise trade debtors, amounts owed by connected undertakings, other debtors and amounts owed by group undertakings (Company only).
Financial assets that are debt instruments measured at fair value comprise amounts owed by connected undertakings.


Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to connected undertakings, bank loans, accruals, other creditors, deferred consideration and amounts owed to group undertakings (Company only).
Financial liabilities measured at fair value comprise contingent consideration.


24.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
(1,172,559)
(2,235,890)


Credited to profit or loss
6,898,013
1,063,331



At end of year
5,725,454
(1,172,559)

Page 51

 
REBELLION GROUP LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
24.Deferred taxation (continued)







The deferred taxation balance is made up as follows:

Group
Group
2024
2023
£
£

Fixed asset timing differences
(8,808,841)
(8,482,667)

Short term timing differences
25,932
7,974

Losses and other deductions
14,508,363
7,302,134

5,725,454
(1,172,559)


The Directors anticipate utilising deferred tax over the life of capitalised video games.


25.


Provisions


Group



Sales return provision

£





At 1 July 2023
89,023


Utilised in year
(89,023)



At 30 June 2024
-

In FY23, the Group recognised a provision in respect of sales returns based on the Directors' best estimate of stock sold that is due to be returned. The provision has been fully utilised during the year ending 30 June 2024. 


26.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1,004 (2023 - 1,004) Ordinary Shares shares of £1.00 each
1,004
1,004

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


Page 52

 
REBELLION GROUP LTD
 

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

27.


Reserves

Share premium account

Amount subscribed for share capital in excess of nominal value.

Foreign exchange reserve

Comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling (£).

Other reserves

Represents the difference between the nominal value of the shares acquired and those issued to execute the group reconstruction.

Profit and loss account

Profit and loss account includes all current and prior period retained profits and losses.


28.


Prior year adjustment

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 £4,349,752.
Furthermore, as at 30 June 2024, the Directors identified that a property previously recognised within tangible fixed assets met the definition of an investment property under FRS 102 as at 30 June 2023. To correct the error, the Directors have recognised a prior year adjustment with the effect of reducing tangible fixed assets and increasing investment properties as at 30 June 2023 by £4,675,000.


29.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,091,648 (2023: £1,043,130). Contributions totalling £219,174 (2023: £166,373) were payable to the fund at the balance sheet date and are included in creditors.


30.Other 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).

Page 53

 
REBELLION GROUP LTD
 

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

31.
 

Business combinations

On 1 August 2023, the Group acquired a 100% shareholding in Blackshore LLC for a total consideration of £8,550,981.
The reason for the business combination was to provide new media marketing capability for the Group intellectual property, in addition to providing a separate revenue stream to the Group.

Acquisition of Blackshore LLC

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Intangible
152,099
152,099

152,099
152,099

Current Assets

Debtors
1,017,660
1,017,660

Cash at bank and in hand
278,820
278,820

Total Assets
1,448,579
1,448,579

Creditors

Due within one year
(980,641)
(980,641)

Due after more than one year
(467,938)
(467,938)

Total Identifiable net assets
-
-


Goodwill
8,550,981

Total purchase consideration
8,550,981

Consideration

£


Cash
537,111

Deferred consideration
5,459,281

Contingent consideration
2,339,692

Directly attributable costs
214,897

Total purchase consideration
8,550,981

Page 54

 
REBELLION GROUP LTD
 

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

31.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
537,111

Directly attributable costs
214,897

752,008

Less: Cash and cash equivalents acquired
(278,820)

Net cash outflow on acquisition
473,188

The results of Blackshore LLC since acquisition are as follows:

Current period since acquisition
£

Turnover
2,946,807

Profit for the period since acquisition
451,560

These amounts have been calculated using the subsidiaries' results. It will not be deductible for tax purposes.

Page 55

 
REBELLION GROUP LTD
 

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

32.


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.
The Group had the following balances outstanding with connected undertakings:


Sales
Purchases
Debtor
Creditor
£
£
£
£

30 June 2024
AON Entertainment Group Limited
-
22,664
-
-
Playtropic Limited
-
5,472
-
-
G.I. 19 Productions Limited
-
-
4,879,597
-
JCK Properties
-
718,417
-
-
-
746,553
4,879,597
-

Debtor
Creditor
        £
        £
30 June 2023

Tournament Stud

-
 
(85,040)
 
AON Entertainment Group Limited

675,000
 
-
 
Playtropic Limited

520,000
 
-
 
G.I. 19 Productions Limited

2,908,481
 
-
 

4,103,481
 
(85,040)
 

All sales and purchases are exclusive of VAT.
During the year ended 30 June 2024, the Group made loans totalling £200,000 (2023: £675,000) to a company controlled by a common Shareholder to assist with development of games. Interest receivable of £58,281 (2023: £Nil) was accrued during the year ended 30 June 2024. The balance receivable at 30 June 2024 of £933,820 is provided for in full (2023: £Nil impairment).
During the year ended 30 June 2024, the Group made loans totalling £Nil (2023: £425,000) to a company controlled by a common Shareholder to assist with development of games. The balance receivable at 30 June 2024 of £425,000 is provided for in full (2023: £Nil impairment).
The Group is owed £918,122 (2023: £918,122) from a company controlled by common Directors. The Group has provided in full against the receivable due from a related party above of £918,122 (2023: £918,122).
During the year, the Group made distributions of £Nil (2023: £2,041,284) to non-controlling interests who are also Directors.
During the year, close family members of the Directors received remuneration of £223,270 (2023: £357,594).

Page 56

 
REBELLION GROUP LTD
 

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

33.


Controlling party

During the year the controlling parties were the Directors C R Kingsley and J J Kingsley.

Page 57