Caseware UK (AP4) 2023.0.135 2023.0.135 2024-06-302024-06-300truefalsetruetruetruetrue1792023-07-01falsePublishing of computer games. Ready-made interactive leisure and entertainment software development.221truefalse 02770940 2023-07-01 2024-06-30 02770940 2022-07-01 2023-06-30 02770940 2024-06-30 02770940 2023-06-30 02770940 2022-07-01 02770940 2 2023-07-01 2024-06-30 02770940 2 2022-07-01 2023-06-30 02770940 d:Exceptional 2023-07-01 2024-06-30 02770940 d:Exceptional 2022-07-01 2023-06-30 02770940 e:CompanySecretary1 2023-07-01 2024-06-30 02770940 e:Director1 2023-07-01 2024-06-30 02770940 e:Director2 2023-07-01 2024-06-30 02770940 e:RegisteredOffice 2023-07-01 2024-06-30 02770940 d:Buildings d:LongLeaseholdAssets 2023-07-01 2024-06-30 02770940 d:Buildings d:LongLeaseholdAssets 2024-06-30 02770940 d:Buildings d:LongLeaseholdAssets 2023-06-30 02770940 d:FurnitureFittings 2023-07-01 2024-06-30 02770940 d:FurnitureFittings 2024-06-30 02770940 d:FurnitureFittings 2023-06-30 02770940 d:FurnitureFittings d:OwnedOrFreeholdAssets 2023-07-01 2024-06-30 02770940 d:ComputerEquipment 2023-07-01 2024-06-30 02770940 d:ComputerEquipment 2024-06-30 02770940 d:ComputerEquipment 2023-06-30 02770940 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-07-01 2024-06-30 02770940 d:OwnedOrFreeholdAssets 2023-07-01 2024-06-30 02770940 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-07-01 2024-06-30 02770940 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-06-30 02770940 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-06-30 02770940 d:CurrentFinancialInstruments 2024-06-30 02770940 d:CurrentFinancialInstruments 2023-06-30 02770940 d:Non-currentFinancialInstruments 2024-06-30 02770940 d:Non-currentFinancialInstruments 2023-06-30 02770940 d:CurrentFinancialInstruments d:WithinOneYear 2024-06-30 02770940 d:CurrentFinancialInstruments d:WithinOneYear 2023-06-30 02770940 d:ReportableOperatingSegment1 2023-07-01 2024-06-30 02770940 d:ReportableOperatingSegment1 2022-07-01 2023-06-30 02770940 d:ReportableOperatingSegment2 2023-07-01 2024-06-30 02770940 d:ReportableOperatingSegment2 2022-07-01 2023-06-30 02770940 d:ReportableOperatingSegment3 2023-07-01 2024-06-30 02770940 d:ReportableOperatingSegment3 2022-07-01 2023-06-30 02770940 d:UKTax 2023-07-01 2024-06-30 02770940 d:UKTax 2022-07-01 2023-06-30 02770940 d:ShareCapital 2024-06-30 02770940 d:ShareCapital 2023-06-30 02770940 d:ShareCapital 2022-07-01 02770940 d:SharePremium 2023-07-01 2024-06-30 02770940 d:SharePremium 2024-06-30 02770940 d:SharePremium 2023-06-30 02770940 d:SharePremium 2022-07-01 02770940 d:CapitalRedemptionReserve 2023-07-01 2024-06-30 02770940 d:CapitalRedemptionReserve 2024-06-30 02770940 d:CapitalRedemptionReserve 2023-06-30 02770940 d:CapitalRedemptionReserve 2022-07-01 02770940 d:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 02770940 d:RetainedEarningsAccumulatedLosses 2024-06-30 02770940 d:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 02770940 d:RetainedEarningsAccumulatedLosses 2023-06-30 02770940 d:RetainedEarningsAccumulatedLosses 2022-07-01 02770940 d:AcceleratedTaxDepreciationDeferredTax 2024-06-30 02770940 d:AcceleratedTaxDepreciationDeferredTax 2023-06-30 02770940 d:TaxLossesCarry-forwardsDeferredTax 2024-06-30 02770940 d:TaxLossesCarry-forwardsDeferredTax 2023-06-30 02770940 d:RetirementBenefitObligationsDeferredTax 2024-06-30 02770940 d:RetirementBenefitObligationsDeferredTax 2023-06-30 02770940 e:OrdinaryShareClass1 2023-07-01 2024-06-30 02770940 e:OrdinaryShareClass1 2024-06-30 02770940 e:OrdinaryShareClass1 2023-06-30 02770940 e:FRS102 2023-07-01 2024-06-30 02770940 e:Audited 2023-07-01 2024-06-30 02770940 e:FullAccounts 2023-07-01 2024-06-30 02770940 e:PrivateLimitedCompanyLtd 2023-07-01 2024-06-30 02770940 d:Subsidiary1 2023-07-01 2024-06-30 02770940 d:Subsidiary1 1 2023-07-01 2024-06-30 02770940 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:ExternallyAcquiredIntangibleAssets 2023-07-01 2024-06-30 02770940 2 2023-07-01 2024-06-30 02770940 6 2023-07-01 2024-06-30 02770940 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:OwnedIntangibleAssets 2023-07-01 2024-06-30 02770940 f:PoundSterling 2023-07-01 2024-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 02770940










REBELLION DEVELOPMENTS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
REBELLION DEVELOPMENTS LIMITED
 

COMPANY INFORMATION


Directors
C R Kingsley 
J J Kingsley 




Company secretary
C R Kingsley



Registered number
02770940



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 DEVELOPMENTS LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 6
Directors' Responsibilities Statement
7
Independent Auditor's Report
8 - 10
Statement of Comprehensive Income
11
Statement of Financial Position
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 32


 
REBELLION DEVELOPMENTS LIMITED
 

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 activities of developing and publishing computer games.

Financial overview

Turnover for the year ended 30 June 2024 was £55.5 million - an increase by 15% from the previous year (2023: £48.4 million). Profit before tax and exceptional charges was £16.1 million, a significant increase from the previous year (2023: loss of £2.9 million). The aim is to build upon this result in the coming years when new game releases are planned and the Company publishes these games developed within the Group. 

Financial performance

Financial performance for the year has been analysed as follows:

2024
2023
£'000
      £'000
Turnover

55,487

48,372
 
Gross profit

26,285

11,698
 
Profit/(loss) before tax and exceptional charges

16,637

(2,848)
 

Strategy

The Company's strategy is to build upon its successful business as the lead developer within a growing developer/publisher group and to continue to build on its strengths in IP creation and development. The Company will continue to develop and publish titles on systems and platforms where there is a business case to be made, and will continue to build ongoing partnerships with key players in hardware, software and digital distribution in the games and creative industries worldwide. The Company's portfolio strategy helps spread business risk over a number of separate projects and formats.

Turnover

Overall sales increased by 15% from the previous year due to revenue from a partnership agreement with a third party to develop a game that the Company has recharged development sales to Rebellion Interactive Limited on. Despite 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 125%. This has been driven by increased revenues noted above and lower amortisation charges due to no new significant game releases in the year.

Administrative expenses

Administrative expenses increased by 10% to £16.6 million (2023: £15.1 million). These cost increases reflect the additional staff costs incurred to support ongoing developments and support to the wider group.

Capital expenditure

All of the capital expenditure during the year related to development costs of £26.5 million (2023: £22.5 million). 

Page 1

 
REBELLION DEVELOPMENTS LIMITED
 

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

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.
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 not considered significant as its trade is mostly with other group companies. The amounts presented in the balance sheet are net of any allowance for doubtful debts, estimated by the Directors. The Company transacts mainly 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 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 Company 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 product. The Company has sought to reduce these risks by successfully transitioning to a games developer and publisher in its own right and has developed high quality video games that drive important relationships directly with the key platform holders through other group companies. In terms of technology, the Company has invested 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 Company. To reduce risks in this area the Company undertakes extensive quality assurance of its games and sets realistic release schedules to ensure games only reach the marketplace when ready.

Page 2

 
REBELLION DEVELOPMENTS LIMITED
 

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 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. 

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 for the benefits of its members. In doing so, they have had regard (amongst other matters) to:
 
The likely consequences of any decision in the long term

The Company's long-term strategic objectives, including progress made during the year and principal risks to these objectives, are stated above.
 
The interests of the Company's employees

The board considers the Company's employees to be primary stakeholders in the business under S 172. 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 Company's success in the current environment as well as our long-term strategic objectives. The board also acknowledge 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 3

 
REBELLION DEVELOPMENTS LIMITED
 

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

The way we engage with our shareholder

The board considers its ultimate parent, Rebellion Group Ltd, to be the key stakeholder of the Company and is focused on long-term value for their benefit. The Company shares its published results, monthly management accounts and various other key financials and non-financial reports to help the parent inform its group strategy and communicate with its partners.
 
The need to foster the Company'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 membership of the Group which allows it to achieve economies of scale and utilise the Group's buying power.
 
The impact of the Company's operations on the community and the environment

The Company operates honestly and transparently. It seeks to minimise adverse impacts on the environment from its activities, while continuing to address health, safety and economic issues. The ultimate parent's SECR report provides more details. The Company has complied with all applicable legislation and regulations.
 
The desirability of the Company maintaining a reputation for high standards of business conduct 

The Company strives to behave in a responsible manner, operating to a high standard of business conduct and good corporate governance.
 
The need to act fairly as between members of the Company

The Company's duty is to behave responsibly towards its shareholders and treat them 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 Company 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 through end users including games critics. The Directors consider the Company has 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 4

 
REBELLION DEVELOPMENTS LIMITED
 

 
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.

Results and dividends

The profit for the year, after taxation, amounted to £13,420,877 (2023: £2,571,251).

Dividends of £Nil were paid during the year (2023: £Nil)

Directors

The Directors who served during the year were:

C R Kingsley 
J J Kingsley 

Engagement with suppliers, customers, and others in a business relationship with the Company
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 for the benefits of its members, as set out in our s 172(1) statement in the Strategic Report. A consideration of the Company 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.

Greenhouse gas emissions, energy consumption and energy efficiency action

As Rebellion Group Limited reports in respect of this matter on a group basis, the Directors have taken advantage of the exemption not to disclose details of the Company's emission on a stand-alone basis.

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.

Post balance sheet events

There are no post balance sheet events to report.

Auditor

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

Page 5

 
REBELLION DEVELOPMENTS LIMITED
 

 
DIRECTORS' 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 6

 
REBELLION DEVELOPMENTS LIMITED
 

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;

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 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 7

 
REBELLION DEVELOPMENTS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION DEVELOPMENTS LIMITED
 

Opinion


We have audited the financial statements of Rebellion Developments Limited (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 policies
The 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 Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent 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 8

 
REBELLION DEVELOPMENTS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION DEVELOPMENTS LIMITED (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 7, 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 9

 
REBELLION DEVELOPMENTS LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION DEVELOPMENTS LIMITED (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 10

 
REBELLION DEVELOPMENTS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
55,487,189
48,372,335

Cost of sales
  
(28,650,737)
(36,574,413)

Impairment charge
 12 
(551,568)
(100,000)

Gross profit
  
26,284,884
11,697,922

Administrative expenses
  
(16,580,515)
(15,087,898)

Doubtful debt provision
 12 
(4,640,994)
-

Other operating income
 5 
5,999,566
-

Operating profit/(loss)
 6 
11,062,941
(3,389,976)

Interest receivable and similar income
 10 
380,638
441,400

Interest payable and similar expenses
  
-
(15)

Profit/(loss) before tax
  
11,443,579
(2,948,591)

Tax on profit/(loss)
 11 
1,977,298
5,519,842

Profit for the financial year
  
13,420,877
2,571,251

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

The notes on pages 14 to 32 form part of these financial statements.

Page 11

 
REBELLION DEVELOPMENTS LIMITED
REGISTERED NUMBER: 02770940

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
60,204,213
42,091,389

Tangible assets
 14 
1,190,257
1,135,792

Investments
 15 
1
1

  
61,394,471
43,227,182

Current assets
  

Debtors: amounts falling due after more than one year
 16 
95,000
520,000

Debtors: amounts falling due within one year
 16 
58,406,804
35,217,229

Cash at bank and in hand
 17 
2,560,378
21,228,290

  
61,062,182
56,965,519

Creditors: amounts falling due within one year
 18 
(37,894,646)
(26,510,160)

Net current assets
  
 
 
23,167,536
 
 
30,455,359

Total assets less current liabilities
  
84,562,007
73,682,541

Provisions for liabilities
  

Deferred tax
 19 
(669,672)
(3,211,083)

  
 
 
(669,672)
 
 
(3,211,083)

Net assets
  
83,892,335
70,471,458


Capital and reserves
  

Called up share capital 
 20 
900
900

Share premium account
 21 
432,426
432,426

Capital redemption reserve
 21 
100
100

Profit and loss account
 21 
83,458,909
70,038,032

  
83,892,335
70,471,458


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 14 to 32 form part of these financial statements.

Page 12

 
REBELLION DEVELOPMENTS LIMITED
 

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


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

£
£
£
£
£

At 1 July 2023
900
432,426
100
70,038,032
70,471,458



Profit for the year
-
-
-
13,420,877
13,420,877


At 30 June 2024
900
432,426
100
83,458,909
83,892,335



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


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

£
£
£
£
£

At 1 July 2022
900
432,426
100
67,466,781
67,900,207



Profit for the year
-
-
-
2,571,251
2,571,251


At 30 June 2023
900
432,426
100
70,038,032
70,471,458


The notes on pages 14 to 32 form part of these financial statements.

Page 13

 
REBELLION DEVELOPMENTS LIMITED
 

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

1.


General information

Rebellion Developments Limited is a private company limited by shares & incorporated in England and Wales, registered number 02770940. 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.

 
2.3

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 14

 
REBELLION DEVELOPMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.4

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. 

  
2.5

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 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 consideration.
Revenue arising from intragroup sales with Rebellion Interactive Limited represent fees for the granting of rights to distribute video games developed by Rebellion Developments Limited. These are charged in line with the value of sales generated by Rebellion Interactive Limited to third-party consumers.
When the Company is exposed to the significant risks and rewards associated with the selling price it accounts for revenue as a principal and associated commission payable is accounted for as a direct cost within cost of sales.
Page 15

 
REBELLION DEVELOPMENTS LIMITED
 

 
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 Company 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 Company 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 Company 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

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. 

  
2.8

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. 

  
2.9

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 16

 
REBELLION DEVELOPMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.10

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:

Development expenditure
-
See accounting policy 2.6

 
2.11

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
-
10 years or terms of lease if shorter
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.

 
2.12

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting 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 reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 17

 
REBELLION DEVELOPMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.14

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.

 
2.15

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.

 
2.16

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.

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.
Page 18

 
REBELLION DEVELOPMENTS LIMITED
 

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

2.Accounting policies (continued)


2.16
Financial instruments (continued)


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.

 
2.17

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.

  
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Profit and Loss Account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 19

 
REBELLION DEVELOPMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.19

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'.

 
2.20

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.

 
2.21

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 accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.22

Interest income

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

Page 20

 
REBELLION DEVELOPMENTS LIMITED
 

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

2.Accounting policies (continued)

 
2.23

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.

 
2.24

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.


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.
 
Page 21

 
REBELLION DEVELOPMENTS LIMITED
 

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

3.Judgements in applying accounting policies (continued)

Revenue recognition - video games
In applying FRS 102, the Company 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 Company 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 Company 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.

Development costs

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.
Useful economic lives of intangible fixed assets
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.
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 credit 
Video games tax relief/video games expenditure credit 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 credit claims requires the Directors to make significant judgements as to whether costs are qualifying to be claimed.
 
Page 22

 
REBELLION DEVELOPMENTS LIMITED
 

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

3.Judgements in applying accounting policies (continued)

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.
Recoverability of amounts owed by group undertakings and connected undertakings
The Company considers amounts owed by group and connected undertakings annually and estimates the provision for bad debts. In determining this, assumptions and estimates are made in relation to the likelihood of monies being recovered based on the plan of the Group and connected undertakings.


4.


Turnover

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


2024
2023
£
£

Games development
20,789,884
9,619,998

License fees
34,555,793
38,696,878

Miscellaneous
141,512
55,459

55,487,189
48,372,335


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Video games expenditure credit
5,999,566
-



6.


Operating profit/(loss)

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

2024
2023
£
£

Amortisation of intangible assets
7,843,214
17,146,736

Depreciation of tangible assets
214,893
229,251

Impairment of development costs
551,568
100,000

Exchange difference
33,369
2,964

Operating lease costs
693,336
693,600

Page 23

 
REBELLION DEVELOPMENTS LIMITED
 

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

7.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
58,890
50,360


8.


Employees

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


2024
2023
£
£



Wages and salaries
11,992,518
11,976,378

Social security costs
1,427,332
1,427,333

Cost of defined contribution scheme
480,558
487,758

13,900,408
13,891,469



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


        2024
        2023
            No.
            No.







Management
2
2



Production
219
177

221
179

Page 24

 
REBELLION DEVELOPMENTS LIMITED
 

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

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
815,000
2,426,374

Company contributions to defined contribution pension schemes
20,000
27,200

835,000
2,453,574


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

The highest paid Director received remuneration of £471,001 (2023 - £1,217,687).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £10,000 (2023 - £13,600).

Key management personnel consists of the Directors.


10.


Interest receivable

2024
2023
£
£


Other interest receivable
380,638
441,400


11.


Taxation


2024
2023
£
£

Corporation tax


Tax credits
(3,573,311)
(6,045,288)

Corporation tax charge
4,537,424
-

Adjustments in respect of previous periods
(400,000)
2,198,840


Total current tax
564,113
(3,846,448)

Deferred tax


Origination and reversal of timing differences
(2,541,411)
(1,673,394)

Total deferred tax
(2,541,411)
(1,673,394)


Taxation on loss on ordinary activities
(1,977,298)
(5,519,842)
Page 25

 
REBELLION DEVELOPMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
11.Taxation (continued)


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
11,443,579
(2,948,591)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
2,860,895
(604,461)

Effects of:


Fixed asset differences
6,495,651
3,168,091

Expenses not deductible for tax purposes
1,166,230
1,834

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

Group relief surrendered/(claimed)
(173,130)
355,362

Adjustments to tax charge in respect of prior periods
(400,000)
2,198,840

Remeasurement of deferred tax for changes in tax rates
-
1,145,703

Movement in deferred tax not recognised
(588,243)
-

Income tax not taxable for tax purposes
(2,098,696)
(2,842,887)

Other tax adjustments, reliefs and transfers
136,858
(1,095,881)

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

Total tax charge for the year
(1,977,298)
(5,519,842)


12.


Exceptional items

2024
2023
£
£


Impairment of development costs
551,568
100,000

Intercompany doubtful debt provision
4,215,994
-

Other doubtful debt provision - connected undertakings
425,000
-

At 30 June 2024 the Directors reviewed the carrying value of capitalised development costs and identified an impairment charge in respect of games of £551,568 (2023: £100,000). This included significant judgement in respect of future anticipated sales of developed games.
During the year ended 30 June 2024, the Company recognised doubtful debt provisions on debtor balances with group companies and connected undertakings.
The Directors consider these to be of such significance to the financial statements these have been disclosed separately on the Statement of Comprehensive Income.

Page 26

 
REBELLION DEVELOPMENTS LIMITED
 

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

13.


Intangible assets




Development costs

£



Cost


At 1 July 2023
128,368,814


Additions
26,507,606


Disposals
(11,573,486)



At 30 June 2024

143,302,934



Amortisation


At 1 July 2023
86,277,425


Charge for the year on owned assets
7,843,214


On disposals
(11,573,486)


Impairment charge
551,568



At 30 June 2024

83,098,721



Net book value



At 30 June 2024
60,204,213



At 30 June 2023
42,091,389


Amortisation and impairment on intangible assets is charged to cost of sales.


Page 27

 
REBELLION DEVELOPMENTS LIMITED
 

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

14.


Tangible fixed assets





Leasehold improvements
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 July 2023
1,962,030
12,500
-
1,974,530


Additions
239,592
-
29,766
269,358



At 30 June 2024

2,201,622
12,500
29,766
2,243,888



Depreciation


At 1 July 2023
826,238
12,500
-
838,738


Charge for the year on owned assets
210,759
-
4,134
214,893



At 30 June 2024

1,036,997
12,500
4,134
1,053,631



Net book value



At 30 June 2024
1,164,625
-
25,632
1,190,257



At 30 June 2023
1,135,792
-
-
1,135,792


15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
1



At 30 June 2024
1






Net book value



At 30 June 2024
1



At 30 June 2023
1

Page 28

 
REBELLION DEVELOPMENTS LIMITED
 

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

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Rebellion A/S
c/o Bech-Bruun
Dragsted Langelinie Allé
35 København Ø 2100
Denmark
Dormant
Ordinary
100%


16.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by connected undertakings
95,000
520,000


2024
2023
£
£

Due within one year

Trade debtors
297,045
430

Amounts owed by group undertakings
46,092,938
26,614,341

Amounts owed by connected undertakings
-
282

Other debtors
382,770
404,416

Prepayments and accrued income
3,367,673
2,152,472

Tax recoverable
8,266,378
6,045,288

58,406,804
35,217,229


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


17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
2,560,378
21,228,290


Page 29

 
REBELLION DEVELOPMENTS LIMITED
 

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

18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
475,128
518,372

Amounts owed to group undertakings
26,550,607
16,955,308

Other taxation and social security
316,853
256,751

Other creditors
165,566
132,370

Accruals and deferred income
10,386,492
8,647,359

37,894,646
26,510,160


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


19.


Deferred taxation




2024
2023


£

£






At beginning of year
(3,211,083)
(4,884,477)


Charged to profit or loss
2,541,411
1,673,394



At end of year
(669,672)
(3,211,083)

The deferred tax asset is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(15,114,143)
(10,689,502)

Short term timing differences
10,372
7,974

Losses and other deductions
14,434,099
7,470,445

(669,672)
(3,211,083)

Page 30

 
REBELLION DEVELOPMENTS LIMITED
 

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

20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



900 (2023 - 900) Ordinary shares of £1.00 each
900
900


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


21.


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.

Capital redemption reserve

Includes nominal amounts in respect of shares which have been re-purchased by the Company and subsequently cancelled.

Profit and loss account

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


22.


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 £481,307 (2023: £487,758). Contributions totaling £93,932 (2023: £68,893) were payable to the fund at the balance sheet date and are included in creditors.


23.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 of all amounts owing by any of the companies. The financial commitment of the Company at 30 June 2024 was £26,625,000 (2023: £27,750,000).

Page 31

 
REBELLION DEVELOPMENTS LIMITED
 

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

24.


Related party transactions

The Company has taken advantage of the 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 Company undertook transactions with related parties by virtue of common directorship as follows:


2024
2023
£
£

Purchases
(718,417)
(702,748)
Debtor
95,000
95,000

During the year ended 30 June 2024, the company made loan advances totalling £nil (2023: £425,000) to a company controlled by a common Shareholder to assist with development of games. At 30 June 2024, the balance receivable of £425,000 has been provided for in full. At 30 June 2024, the Company owed £nil (2023: £14,080 to this related party).


25.


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 with registered offices at Riverside House, Osney Mead, Oxford, Oxfordshire, United Kingdom. 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. Copies of the financial statements of Rebellion Group Ltd can be obtained from the Registrar of Companies.

Page 32