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Registered number: 07822337










REBELLION WARWICK LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
REBELLION WARWICK LTD
 

COMPANY INFORMATION


Directors
C R Kingsley 
J J Kingsley 




Registered number
07822337



Registered office
Riverside House
Osney Mead

Oxford

OX2 0ES




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG





 
REBELLION WARWICK LTD
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4
Directors' Responsibilities Statement
5
Independent Auditor's Report
6 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 23

 
REBELLION WARWICK LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
The Directors present their strategic report for the year ended 30 June 2024.
Principal activity
The Company is engaged in the principal activity of developing video games.


Financial overview
The year to 30 June 2024 remained successful for the Company, with turnover of £7.7 million and increase of 7.3% from the previous year (2023: £7.1 million). Profit before tax was £2.1 million, an increase of £0.5 million from the previous year (2023: £1.6 million).
The Directors are satisfied with the performance for the year. The aim is to build upon this result in the coming years as the Company continues to support the Group’s future game releases.
Financial performance
Financial performance for the year has been analysed as follows:



2024
2023
        £
        £
Turnover

7,663,626

7,143,241
 
Gross profit

3,514,544

2,850,981
 
Profit before tax

2,118,293

1,556,619
 

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. 
The Company is an essential component in delivering the Group’s strategy within the games division.
Turnover
Overall sales increased by 7.3% from the previous year due to an increase in the amount of time recharged to other group companies in the year.
Administrative expenses
Administrative expenses increased by 8% to £1.4 million (2023: £1.3 million) following increased employee costs when compared to the prior year.
Principal risks and uncertainties
The Company is exposed to a variety of financial risks which result from both its operating and investment activities. The board is responsible for coordinating the Company's risk management and focuses on actively securing the Company's short to medium term cash flows.
 
Page 1

 
REBELLION WARWICK LTD
 

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

The Company does not actively engage in the trading of financial assets and has no financial derivatives. The most significant financial risks to which the Company is exposed are described below:
Credit risk
The Company'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 Company transacts solely with related parties who in turn normally deal with large highly rated international companies who have a strong record for the prompt payment of liabilities.
Cash flow risk
The Company 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 Company only trades in pound Sterling and therefore has no material currency risk.
Going concern
The Group’s banking facilities secured in July 2021 are subject to certain financial covenants. This funding was provided to refinance existing property mortgages, acquire a new property and provide new funding to support its investment programme. The Group continues to invest significantly in all key areas of the business on the back of its cash generation and this banking facility.
The level of revenue, cash generated by the Group, and compliance of financial covenants remains highly geared towards the timings of game releases. As at 30 June 2024 it has been more than two years since a major game release, with the next major game releases scheduled for early 2025. Whilst prior releases continue to perform well, during the financial year ended 30 June 2024, the Group obtained certain financial covenant waivers from the lender and amendments to the facilities. After the balance sheet date, the Group secured further amendments to the banking facilities to modify certain financial covenants in the agreement with the aim to further support the Group to achieve its strategic objectives prior to the next scheduled releases. The Group’s existing banking facilities are repayable by July 2025.
The Group has prepared forecasts and projections, taking into account current cash resources and available funding to cover future expected trading, and sensitised the forecasts for reasonably possible changes in gaming volume. These forecasts support the conclusion of the Directors that the Group is a going concern. Furthermore, although the Group expects to renew its facilities prior to July 2025, in the improbable scenario where the facilities were not renewed, the Group would have various options available to ensure it could meet any liabilities as they fall due. This would include taking such actions as revenue optimisation via promotional activity, improvements to operational efficiency, sale of non-core assets, and other measures. These measures would enable the Group to have adequate resources to continue operational existence for the foreseeable future, for a period of not less than 12 months from the date of approval of these financial statements.
The Company, therefore, continues to adopt the going concern basis in preparing its financial statements. 
The Directors consider it is appropriate to prepare the financial statements on the going concern basis due to the commitment by the ultimate parent company, Rebellion Group Ltd, to provide any necessary financial support required to enable the Company to discharge its liabilities, and therefore continue as a going concern for at least 12 months from the date of approving the financial statements. 

Other key performance indicators
 
The Company considers the other key performance indicator as critical to the business to be the success of the games released in another Group company. The Company supports those Group companies through its development services.  The key performance indicator is monitored through sales activity and feedback through end users including games critics. The Directors consider the Company has a high success rate of developing high quality games.

Page 2

 
REBELLION WARWICK LTD
 

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


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



C R Kingsley
Director

Date: 31 October 2024
Page 3

 
REBELLION WARWICK 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.

Principal activity

The principal activity of the Company is that of developing computer games.

Results and dividends

The profit for the year, after taxation, amounted to £2,131,922 (2023: £1,604,939).

Dividends paid during the year amounted to £Nil (2023: £Nil ).

Directors

The Directors who served during the year were:

C R Kingsley 
J J Kingsley 

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 company secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Company.


Matters covered in the Strategic Report

Certain matters that would otherwise be reported in this Directors' Report are reported in the Strategic Report.

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'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's auditor is aware of that information.

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 4

 
REBELLION WARWICK LTD
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

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

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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

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

make judgements and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 
REBELLION WARWICK LTD
 

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

Opinion


We have audited the financial statements of Rebellion Warwick Ltd (the 'Company') for the year ended 30 June 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 Company's affairs as at 30 June 2024 and of its 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 Company 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 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.


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.


Page 6

 
REBELLION WARWICK LTD
 

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


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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 5, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
REBELLION WARWICK LTD
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION WARWICK 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 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 8

 
REBELLION WARWICK LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
7,663,626
7,143,241

Cost of sales
  
(4,149,082)
(4,292,260)

Gross profit
  
3,514,544
2,850,981

Administrative expenses
  
(1,396,251)
(1,294,362)

Operating profit
 7 
2,118,293
1,556,619

Interest payable and similar expenses
 8 
-
(26)

Profit before tax
  
2,118,293
1,556,593

Tax on profit
 9 
13,629
48,346

Profit for the financial year
  
2,131,922
1,604,939

There was no other comprehensive income for 2024 (2023£NIL).

The notes on pages 12 to 23 form part of these financial statements.

Page 9

 
REBELLION WARWICK LTD
REGISTERED NUMBER: 07822337

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 10 
94,512
118,436

 
Current assets
  

Debtors: amounts falling due within one year
 11 
12,459,114
8,068,907

Cash at bank and in hand
 12 
29,024
2,374

  
12,488,138
8,071,281

Creditors: amounts falling due within one year
 13 
(2,699,677)
(438,666)

Net current assets
  
 
 
9,788,461
 
 
7,632,615

Total assets less current liabilities
  
9,882,973
7,751,051

  

Net assets
  
9,882,973
7,751,051


Capital and reserves
  

Called up share capital 
 15 
10
10

Share premium account
 16 
2,398,718
2,398,718

Profit and loss account
 16 
7,484,245
5,352,323

  
9,882,973
7,751,051


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 12 to 23 form part of these financial statements.
Page 10

 
REBELLION WARWICK LTD
 

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
10
2,398,718
5,352,323
7,751,051



Profit for the year
-
-
2,131,922
2,131,922


At 30 June 2024
10
2,398,718
7,484,245
9,882,973



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
10
2,398,718
3,747,384
6,146,112



Profit for the year
-
-
1,604,939
1,604,939


At 30 June 2023
10
2,398,718
5,352,323
7,751,051


The notes on pages 12 to 23 form part of these financial statements.

Page 11

 
REBELLION WARWICK LTD
 

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

1.


General information

Rebellion Warwick Ltd is a private company limited by shares & incorporated in England and Wales, registered number: 07822337. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
These financial statements are presented in Sterling (£) and rounded to the nearest whole (£).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Rebellion Group Limited as at 30 June 2024 and these financial statements may be obtained from the Registrar of Companies.

Page 12

 
REBELLION WARWICK 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 Company, therefore, continues to adopt the going concern basis in preparing its financial statements. 
The Directors consider it is appropriate to prepare the financial statements on the going concern basis due to the commitment by the ultimate parent company, Rebellion Group Ltd, to provide any necessary financial support required to enable the Company to discharge its liabilities, and therefore continue as a going concern for at least 12 months from the date of approving the financial statements. 

 
2.4

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 13

 
REBELLION WARWICK LTD
 

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

2.Accounting policies (continued)

 
2.5

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 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'.

 
2.6

Revenue

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

The Company's policy is to recognise revenue in respect of its performance when the work is completed 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 reflect the extent to which the Company has obtained the right to the consideration.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

 
REBELLION WARWICK LTD
 

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

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

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:

Leasehold improvements
-
Over the shorter of the term of the lease or 5 years
Computer equipment
-
3 years straight-line

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.

 
2.11

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.

Page 15

 
REBELLION WARWICK LTD
 

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

2.Accounting policies (continued)

 
2.12

Cash and cash equivalents

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

 
2.13

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.

 
2.14

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.

 
2.15

Financial instruments

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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

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

Basic financial assets

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

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

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.

Page 16

 
REBELLION WARWICK LTD
 

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

2.Accounting policies (continued)


2.15
Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements in accordance with FRS 102 requires management to make judgements and estimates that affect the amounts of the reported assets and liabilities and the reported amounts of revenues and expenses each period. Management believes that the judgements and estimates employed in preparing these financial statements are reasonable but the actual results may differ from the estimates made, requiring adjustments to the financial statements in future periods. The areas where the most significant judgements and estimates arise are described below.
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.

Page 17

 
REBELLION WARWICK LTD
 

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

4.


Turnover

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


2024
2023
£
£

Game development
7,663,626
7,143,241


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
7,663,626
7,143,241



5.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
12,997
7,142


6.


Employees

The average monthly number of employees, including Directors, during the year was 57 (2023: 54). The Directors did not receive any remuneration in the year (2023: £Nil) for the services to the Company.


2024
2023
£
£



Wages
2,601,236
2,349,935

National insurance
272,892
265,195

Defined contribution pension costs
126,121
112,796

3,000,249
2,727,926


7.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Rent
312,000
312,000

Depreciation
115,081
101,416

Loss on disposal of fixed assets
-
11,478

Page 18

 
REBELLION WARWICK LTD
 

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

8.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
-
26


9.


Taxation


2024
2023
£
£

Deferred tax


Changes to tax rates
-
(24,218)

Adjustments in respect of prior periods
(13,629)
(24,128)

Total deferred tax
(13,629)
(48,346)


Tax on profit
(13,629)
(48,346)


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 on ordinary activities before tax
2,118,293
1,556,593


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
529,573
319,038

Effects of:


Group relief surrendered/(claimed)
(529,573)
(338,893)

Remeasurement of deferred tax for changes in tax rates
-
(4,363)

Adjustments to tax charge in respect of prior periods
(13,629)
(24,128)

Total tax charge for the year
(13,629)
(48,346)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
REBELLION WARWICK LTD
 

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

10.


Tangible fixed assets





Leasehold improvements
Computer equipment
Total

£
£
£



Cost or valuation


At 1 July 2023
471,852
-
471,852


Additions
29,897
61,260
91,157



At 30 June 2024

501,749
61,260
563,009



Depreciation


At 1 July 2023
353,416
-
353,416


Charge for the year on owned assets
96,363
18,718
115,081



At 30 June 2024

449,779
18,718
468,497



Net book value



At 30 June 2024
51,970
42,542
94,512



At 30 June 2023
118,436
-
118,436

Page 20

 
REBELLION WARWICK LTD
 

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

11.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
12,425,938
8,042,375

Deferred taxation
25,530
11,901

Other debtors
5,783
14,631

Prepayments and accrued income
1,863
-

12,459,114
8,068,907


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


12.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
29,024
2,374



13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
796
825

Amounts owed to group undertakings
2,575,307
330,980

Other taxation and social security
71,506
69,434

Other creditors
24,380
21,687

Accruals and deferred income
27,688
15,740

2,699,677
438,666


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


14.


Deferred taxation




2024
2023


£

£






At beginning of year
11,901
(36,445)


Charged to profit or loss
13,629
48,346



At end of year
25,530
11,901

Page 21

 
REBELLION WARWICK LTD
 

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

The deferred tax asset is made up as follows:

2024
2023
£
£


Accelerated capital allowances
25,530
11,901


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10 (2023 - 10) Ordinary shares of £1.00 each
10
10

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



16.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss accounts includes all current and prior period profits and losses.


17.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £126,121 (2023: £112,795). Contributions totalling £24,380 (2023: £21,687) were payable to the fund at the balance sheet date and are included in creditors.


18.


Commitments under operating leases

At 30 June 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
312,000
312,000

Page 22

 
REBELLION WARWICK LTD
 

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

19.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).


20.


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.


21.


Controlling party

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

Page 23