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Registered number: 11434613










REBELLION SERVICES LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
REBELLION SERVICES LTD
 

COMPANY INFORMATION


Directors
C R Kingsley 
J J Kingsley 




Registered number
11434613



Registered office
Riverside House
Osney Mead

Oxford

Oxfordshire

OX2 0ES




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Chawley Park

Cumnor Hill

Oxford

Oxfordshire

OX2 9GG





 
REBELLION SERVICES 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 - 27

 
REBELLION SERVICES 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 principal activity of the Company during the year was providing business support services including web development and store management.
Financial performance
Financial performance for the year has been analysed as follows:

2024
2023
        £
        £
Turnover

14,115,675

15,032,855
 
Gross profit

7,250,104

8,505,270
 
Profit before tax and exceptional items

2,092,410

3,491,219
 

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 will continue to provide business support services to the Group, including the provision of operational and financial support through external loans, to ensure that Group’s strategy is achieved. 
Turnover
Overall sales decreased by 6.5% due to the level of central service costs recharged across to the Group. 
 
Gross profit
Gross profit has decreased 14.8% following lower recharges of costs to other group companies. 
Administrative expenses
Administrative expenses, inclusive of exceptional expenses, reduced to £4.0 million (2023: £27.5 million). In the prior year £24.0 million of intercompany doubtful debt provisions were recorded. In 2024, £0.9 million of similar costs were recorded, which are net of a £10.0 million intercompany loan release in favour of the Company from Rebellion Group Limited.
Capital expenditure
The Company incurred £0.3 million (2023: £1.5 million) of capital expenditure, all of which related to computer hardware and software in the year. These items will further aid the growth of the Group and the quality of its developments. 

Page 1

 
REBELLION SERVICES LTD
 

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

Page 2

 
REBELLION SERVICES LTD
 

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

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 the Group and the number of web shop visitors and orders completed from consumers. This is monitored through sales activity and feedback through end users including games critics. The Directors consider the Group has a high success rate of releasing high quality games and the web store is well managed to ensure consumers have an easy to use platform.


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



................................................
C R Kingsley
Director

Date: 31 October 2024
Page 3

 
REBELLION SERVICES 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 during the year was providing business support services including web development and store management.

Results and dividends

The profit for the year, after taxation, amounted to £1,347,241 (2023: loss £20,530,737).

The Directors did not recommend the payment of a dividend in the year (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 the 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 SERVICES 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 SERVICES LTD
 

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

Opinion


We have audited the financial statements of Rebellion Services 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 SERVICES LTD
 

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

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

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
14,115,675
15,032,855

Cost of sales
  
(6,865,571)
(6,527,585)

Gross profit
  
7,250,104
8,505,270

Administrative expenses
  
(3,167,566)
(3,482,873)

Exceptional debt provisions and write offs
 12 
(876,497)
(23,993,772)

Other operating income
  
2,120
-

Operating profit/(loss)
 5 
3,208,161
(18,971,375)

Interest receivable and similar income
 9 
64,867
168

Interest payable and similar expenses
 10 
(2,057,115)
(1,531,346)

Profit/(loss) before tax
  
1,215,913
(20,502,553)

Tax on profit/(loss)
 11 
131,328
(28,184)

Profit/(loss) for the financial year
  
1,347,241
(20,530,737)

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

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
REBELLION SERVICES LTD
REGISTERED NUMBER: 11434613

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
211,025
239,249

Tangible assets
 14 
1,026,812
1,819,001

  
1,237,837
2,058,250

Current assets
  

Debtors: amounts falling due after more than one year
 15 
-
675,000

Debtors: amounts falling due within one year
 15 
41,754,557
43,605,818

Cash at bank and in hand
 16 
1,132,282
752,926

  
42,886,839
45,033,744

Creditors: amounts falling due within one year
 17 
(25,322,028)
(28,132,671)

Net current assets
  
 
 
17,564,811
 
 
16,901,073

Total assets less current liabilities
  
18,802,648
18,959,323

Creditors: amounts falling due after more than one year
 18 
(25,500,000)
(26,872,588)

Provisions for liabilities
  

Deferred tax
 20 
(210,456)
(341,784)

  
 
 
(210,456)
 
 
(341,784)

Net liabilities
  
(6,907,808)
(8,255,049)


Capital and reserves
  

Called up share capital 
 21 
1
1

Profit and loss account
 22 
(6,907,809)
(8,255,050)

  
(6,907,808)
(8,255,049)


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 27 form part of these financial statements.
Page 10

 
REBELLION SERVICES LTD
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 July 2023
1
(8,255,050)
(8,255,049)



Profit for the year
-
1,347,241
1,347,241


At 30 June 2024
1
(6,907,809)
(6,907,808)



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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 July 2022
1
12,275,687
12,275,688



Loss for the year
-
(20,530,737)
(20,530,737)


At 30 June 2023
1
(8,255,050)
(8,255,049)


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
REBELLION SERVICES LTD
 

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

1.


General information

Rebellion Services Ltd is a private company limited by shares & incorporated in England and Wales, registered number 11434613. 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.

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 Ltd as at 30 June 2024 and these financial statements may be obtained from the Registrar of Companies.

Page 12

 
REBELLION SERVICES 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

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.

Page 13

 
REBELLION SERVICES LTD
 

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

2.Accounting policies (continued)

 
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:

Rendering of services

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

 
2.6

Interest income

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

 
2.7

Finance costs

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

 
2.8

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.

 
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.
 
Page 14

 
REBELLION SERVICES LTD
 

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

2.Accounting policies (continued)


2.9
Current and deferred taxation (continued)


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

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.

 
2.11

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:

Computer software
-
3-10 years

 
2.12

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:

Computer hardware
-
2-3 years

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

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

Page 15

 
REBELLION SERVICES LTD
 

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

2.Accounting policies (continued)

 
2.13

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.

 
2.14

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.

 
2.15

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.

 
2.16

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.

 
2.17

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.
 
Page 16

 
REBELLION SERVICES LTD
 

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

2.Accounting policies (continued)


2.17
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

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

Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 17

 
REBELLION SERVICES LTD
 

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

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


4.


Turnover

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


2024
2023
£
£

Publishing sales
933,016
954,373

Ecommerce sales
701,373
604,710

Central division sales
12,481,286
13,473,772

14,115,675
15,032,855


All turnover arose within the United Kingdom.


5.


Operating profit/(loss)

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

2024
2023
£
£

Research & development charged as an expense
-
38,563

Exchange differences
(5,753)
(10,372)

Depreciation of tangible assets
1,116,066
1,203,873

Amortisation charge on intangible assets
28,224
22,005

Loss on disposal of tangible fixed assets
3,066
51,790

Page 18

 
REBELLION SERVICES LTD
 

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

6.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
31,384
9,360


7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
3,460,945
3,095,191

Social security costs
364,587
327,035

Cost of defined contribution scheme
145,775
213,346

3,971,307
3,635,572


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


        2024
        2023
            No.
            No.







Average number of employees including directors
126
103


8.


Directors' remuneration

The Directors received remuneration of £835,000 (2023: £2,723,970) for services to the Company. Directors are remunerated by Rebellion Services  Limited. All Director remuneration is recharged to other group companies.  Key management personnel consists of the Directors.




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

The highest paid director received remuneration of £415,000 (2023: £1,352,985).
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: £13,500).

Page 19

 
REBELLION SERVICES LTD
 

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

9.


Interest receivable

2024
2023
£
£


Bank interest receivable
282
168

Other interest receivable
64,585
-

64,867
168


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
2,049,756
1,515,892

Other interest payable
7,359
15,454

2,057,115
1,531,346


11.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(131,328)
28,183

Adjustments in respect of prior period
-
1

Total deferred tax
(131,328)
28,184


Tax on profit/(loss)
(131,328)
28,184
Page 20

 
REBELLION SERVICES LTD
 

 
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 - higher 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
1,215,913
(20,502,553)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
303,978
(4,202,181)

Effects of:


Expenses not deductible for tax purposes
241,255
4,881,710

Adjustments to tax charge in respect of prior periods
-
1

Group relief claimed
(730,376)
(656,423)

Remeasurement of deferred tax for changes in tax rates
-
5,077

Movement in deferred tax not recognised
53,815
-

Total tax charge for the year
(131,328)
28,184


12.


Exceptional items

2024
2023
£
£


Intercompany doubtful debt provision
1,479,165
23,993,772

Intercompany debt write-offs
8,463,512
-

Other doubtful debt provision - connected undertakings
933,820
-

Intercompany creditor write-off
(10,000,000)
-

During the years ended 30 June 2024 and 30 June 2023, the Company recognised doubtful debt provisions on debtor balances with group companies and connected undertakings and wrote off debts due from group companies. 
During the year ended 30 June 2024, debts of £10,000,000 due to a group company were waived. 
The Directors consider these to be of such significance to the financial statements this has been disclosed separately on the Statement of Comprehensive Income.

Page 21

 
REBELLION SERVICES LTD
 

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

13.


Intangible assets




Computer software

£



Cost


At 1 July 2023
252,226



At 30 June 2024

252,226



Amortisation


At 1 July 2023
12,977


Charge for the year on owned assets
28,224



At 30 June 2024

41,201



Net book value



At 30 June 2024
211,025



At 30 June 2023
239,249



Page 22

 
REBELLION SERVICES LTD
 

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

14.


Tangible fixed assets





Computer hardware

£



Cost or valuation


At 1 July 2023
3,868,877


Additions
330,563


Disposals
(207,585)



At 30 June 2024

3,991,855



Depreciation


At 1 July 2023
2,049,876


Charge for the year on owned assets
1,116,066


Disposals
(200,899)



At 30 June 2024

2,965,043



Net book value



At 30 June 2024
1,026,812



At 30 June 2023
1,819,001

Page 23

 
REBELLION SERVICES LTD
 

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

15.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by connected undertakings
-
675,000


2024
2023
£
£

Due within one year

Trade debtors
147,421
124,623

Amounts owed by group undertakings
40,213,185
42,249,258

Other debtors
285,626
649,627

Prepayments and accrued income
1,108,325
582,310

41,754,557
43,605,818


Amounts owed by connected undertakings are fully provided for as at 30 June 2024.
Amounts owed by group undertakings within debtors due within one year are unsecured, interest bearing at rates between 0%-2.25% or non-interest bearing and repayable on demand.


16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,132,282
752,926



17.


Creditors: Amounts falling due within one year

2024
2023
£
£

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

Trade creditors
484,203
821,857

Amounts owed to group undertakings
23,078,021
25,636,251

Other taxation and social security
233,429
329,688

Other creditors
343,453
41,391

Accruals and deferred income
57,922
178,484

25,322,028
28,132,671


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

Page 24

 
REBELLION SERVICES LTD
 

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

18.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

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

Trade creditors
-
247,588

25,500,000
26,872,588



19.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

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

Amounts falling due 1-2 years

Bank loans
25,500,000
11,625,000

Amounts falling due 2-5 years

Bank loans
-
15,000,000

26,625,000
27,750,000


The Company secured additionally banking facilitated of £30,000,000 in July 2021 to assist the Group to refinance existing property mortgages, acquire a new property and provide new funding to support its investment programme. This included refinancing existing Group loans, mortgages and other working capital facilities into the banking facility.    
     
The banking facility is in two equal tranches of £15,000,000 with specified purposes. In respect of the loan facility of £15,000,000 the loan is repayable by July 2025. In respect of the working capital facility of £15,000,000 the facility is repayable by July 2025. 
The banking facility of £30,000,000 is subject to set covenants on the results of Rebellion Group Limited.
The banking facility is subject to interest at a rate of between 1.95%-2.25% plus Revolving Facility Rate per annum.
The banking facility and loan are secured via a fixed charge over all the Group's present freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future and a first floating charge over all assets and undertaking both present and future.  
Page 25

 
REBELLION SERVICES LTD
 

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

20.


Deferred taxation




2024
2023


£

£






At beginning of year
(341,784)
(313,600)


Charged to profit or loss
131,328
(28,184)



At end of year
(210,456)
(341,784)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(210,456)
(341,784)


21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



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


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


22.


Reserves

Profit and loss account

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


23.


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 £145,775 (2023: £213,346). Contributions totalling £50,314 (2023: £39,334) were payable to the fund at the balance sheet date and are included in creditors.


24.Financial commitments

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

Page 26

 
REBELLION SERVICES LTD
 

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

25.


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.
During the year ended 30 June 2024, the Company made no loans to Directors (2023: £250,000). No amounts were outstanding at 30 June 2024 (2023: £nil).
During the year, close family members of the directors received remuneration of £223,270 (2023: £357,594).
During the year ended 30 June 2024, the Company made loans totalling £200,000 (2023: £675,000) to a company controlled by a common shareholder to assist with development of games. Interest receivable of £58,821 (2023: £nil) was accrued during the year ended 30 June 2024. The balance receivable at 30 June 2024 of £933,820 is provided for in full (2023: £nil impairment).
During the year ended 30 June 2024, the Company incurred expenditure of £5,472 (2023: £nil) with a company controlled by a common shareholder for the provision of legal advice. The balance payable at 30 June 2024 was £nil (2023: £nil).


26.


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 27