Caseware UK (AP4) 2023.0.135 2023.0.135 2024-06-302024-06-30truetruetruetruetruefalse22023-07-012truefalsefalse 02770943 2023-07-01 2024-06-30 02770943 2022-07-01 2023-06-30 02770943 2024-06-30 02770943 2023-06-30 02770943 2022-07-01 02770943 2 2023-07-01 2024-06-30 02770943 2 2022-07-01 2023-06-30 02770943 d:Exceptional 2023-07-01 2024-06-30 02770943 d:Exceptional 2022-07-01 2023-06-30 02770943 e:CompanySecretary1 2023-07-01 2024-06-30 02770943 e:Director1 2023-07-01 2024-06-30 02770943 e:Director2 2023-07-01 2024-06-30 02770943 e:RegisteredOffice 2023-07-01 2024-06-30 02770943 d:CurrentFinancialInstruments 2024-06-30 02770943 d:CurrentFinancialInstruments 2023-06-30 02770943 d:CurrentFinancialInstruments d:WithinOneYear 2024-06-30 02770943 d:CurrentFinancialInstruments d:WithinOneYear 2023-06-30 02770943 d:ReportableOperatingSegment1 2023-07-01 2024-06-30 02770943 d:ReportableOperatingSegment1 2022-07-01 2023-06-30 02770943 d:ReportableOperatingSegment2 2023-07-01 2024-06-30 02770943 d:ReportableOperatingSegment2 2022-07-01 2023-06-30 02770943 d:ReportableOperatingSegment3 2023-07-01 2024-06-30 02770943 d:ReportableOperatingSegment3 2022-07-01 2023-06-30 02770943 d:ReportableOperatingSegment5 2023-07-01 2024-06-30 02770943 d:ReportableOperatingSegment5 2022-07-01 2023-06-30 02770943 d:UKTax 2023-07-01 2024-06-30 02770943 d:UKTax 2022-07-01 2023-06-30 02770943 d:ShareCapital 2024-06-30 02770943 d:ShareCapital 2023-06-30 02770943 d:ShareCapital 2022-07-01 02770943 d:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 02770943 d:RetainedEarningsAccumulatedLosses 2024-06-30 02770943 d:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 02770943 d:RetainedEarningsAccumulatedLosses 2023-06-30 02770943 d:RetainedEarningsAccumulatedLosses 2022-07-01 02770943 e:OrdinaryShareClass1 2023-07-01 2024-06-30 02770943 e:OrdinaryShareClass1 2024-06-30 02770943 e:OrdinaryShareClass1 2023-06-30 02770943 e:FRS102 2023-07-01 2024-06-30 02770943 e:Audited 2023-07-01 2024-06-30 02770943 e:FullAccounts 2023-07-01 2024-06-30 02770943 e:PrivateLimitedCompanyLtd 2023-07-01 2024-06-30 02770943 4 2023-07-01 2024-06-30 02770943 f:PoundSterling 2023-07-01 2024-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 02770943










REBELLION INTERACTIVE LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

 
 REBELLION INTERACTIVE LIMITED
 

COMPANY INFORMATION


Directors
C R Kingsley 
J J Kingsley 




Company secretary
C R Kingsley



Registered number
02770943



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 INTERACTIVE 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 - 25


 
 REBELLION INTERACTIVE 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 activity of publishing computer games.

Financial overview

Turnover for the year ended 30 June 2024 was £55.0 million - an increase of 13.1% from the previous year (2023: £48.6 million). Loss before tax and doubtful debt provisions was £0.4 million, a decrease from the previous year (2023: loss before tax and doubtful debt provisions of £0.6 million). The Company has recognised a provision on doubtful debts from other group companies of £0.3m, a decrease from the previous year (2023: provision on doubtful debts from other group companies of £1.3m). The Directors consider this to be exceptional to these financial statements and have, therefore, disclosed these separately on the face of the Statement of Comphrensive Income.
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. 
The Company has reported a loss before tax and doubtful debt provisions largely as a result of foreign exchange impacts year on year.

Financial performance

2024
2023
      £'000
      £'000
Turnover

54,964

48,597
 
Gross profit

55

179
 
Loss before tax

(364)

(1,319)
 

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 the Group's strengths in IP creation and development. The Company will continue to 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 13.1% from the previous year. This is due to continual work with an external gaming customer during the year with no new games released in the financial year 2024.

Gross profit

Gross profit has decreased 69.2% due to no major game releases in financial year 2024 and with continuing activity of existing games and developments.

Page 1

 
 REBELLION INTERACTIVE 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 primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of any allowance for doubtful debts, estimated by the Directors. The Company transacts with both  related parties and 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 publisher in its own right and has developed important relationships directly with the key platform holders. In terms of technology the Group 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 which increase the offering of high quality video games the Company offers  to its customers. 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 Group undertakes extensive quality assurance of its games and sets realistic release schedules to ensure games only reach the marketplace when ready.

Page 2

 
 REBELLION INTERACTIVE 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 Company does not have any employees who are remunerated. Employees are employed in other Group companies. 
 
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.
 
Page 3

 
 REBELLION INTERACTIVE LIMITED
 

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

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.
 
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: 30 October 2024

Page 4

 
 REBELLION INTERACTIVE 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.

Principal activity

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

Results and dividends


The loss for the year, after taxation, amounted to £352,941 (2023: loss £1,319,281).
Dividends paid during the year amounted to £Nil (2023: £Nil). 

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 s172(1) statement in the Strategic Report. A consideration of the Company's relationship with wider stakeholders, including suppliers and customers, is also disclosed in the same statement.

Directors

The Directors who served during the year were:

C R Kingsley 
J J Kingsley 

Qualifying third party indemnity provisions

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

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.

Page 5

 
 REBELLION INTERACTIVE LIMITED
 

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

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: 30 October 2024

Page 6

 
 REBELLION INTERACTIVE 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;


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 INTERACTIVE LIMITED
 

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

Opinion


We have audited the financial statements of  Rebellion Interactive 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 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 loss 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 INTERACTIVE LIMITED
 

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

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

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Turnover
 4 
54,964,848
48,597,110

Cost of sales
  
(54,909,695)
(48,418,463)

Gross profit
  
55,153
178,647

Administrative expenses
  
(34,923)
(24,791)

Intercompany doubtful debt provision
 12 
(333,253)
(1,256,000)

Foreign exchange loss
  
(222,276)
(216,556)

Other operating income
 5 
116
219

Operating loss
 6 
(535,183)
(1,318,481)

Interest receivable and similar income
 9 
171,192
-

Interest payable and similar expenses
 10 
-
(212)

Loss before tax
  
(363,991)
(1,318,693)

Tax on loss
 11 
11,050
(588)

Loss for the financial year
  
(352,941)
(1,319,281)

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

The notes on pages 14 to 25 form part of these financial statements.

Page 11

 
 REBELLION INTERACTIVE LIMITED
REGISTERED NUMBER: 02770943

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 13 
-
611

 
Current assets
  

Debtors: amounts falling due within one year
 14 
26,072,669
26,260,301

Cash at bank and in hand
 15 
15,103,534
5,335,216

  
41,176,203
31,595,517

Creditors: amounts falling due within one year
 16 
(41,709,726)
(31,776,710)

Net current liabilities
  
 
 
(533,523)
 
 
(181,193)

Total assets less current liabilities
  
(533,523)
(180,582)

  

Net liabilities
  
(533,523)
(180,582)


Capital and reserves
  

Called up share capital 
 17 
2
2

Profit and loss account
 18 
(533,525)
(180,584)

  
(533,523)
(180,582)


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




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

Date: 30 October 2024

The notes on pages 14 to 25 form part of these financial statements.

Page 12

 
 REBELLION INTERACTIVE LIMITED
 

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
2
(180,584)
(180,582)



Loss for the year
-
(352,941)
(352,941)


At 30 June 2024
2
(533,525)
(533,523)



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
2
1,138,697
1,138,699



Loss for the year
-
(1,319,281)
(1,319,281)


At 30 June 2023
2
(180,584)
(180,582)


The notes on pages 14 to 25 form part of these financial statements.

Page 13

 
 REBELLION INTERACTIVE LIMITED
 

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

1.


General information

Rebellion Interactive Limited is a private company limited by shares & registered in England and Wales, registered number: 02770943. 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 14

 
 REBELLION INTERACTIVE LIMITED
 

 
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.

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.

Page 15

 
 REBELLION INTERACTIVE LIMITED
 

 
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 Company's policy is to recognise revenue in respect of its performance when, and to the extent that, it obtains the right to the consideration. The guiding principle in this assessment is to consider the stage of completion of the contractual obligations and to the extent to which the Company has obtained the right to the consideration.
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. 
 
Sale of goods
Revenue from sale of games is recognised at the point at which the game is delivered. The Company makes provision against returns or price protection.
Royalties from distributors
The Company recognised royalty payments received or accrued from external distributors under licence of the right to distribute games in certain territories. Where advance payments against royalties are received under licence, in so far as the Company's obligations have been fulfilled, such advances are recognised at the point at which they become non refundable.

Royalties from licence agreements
The Company receives revenue where the Company agrees to make a game available to a third-party platform for their customers to download for an agreed period of time. The Directors do not consider there to be any material ongoing obligations once the license is granted to the customer. Revenue is, therefore, recognised on the date performance obligations stated within contractual agreements are met.
The Company also receives revenue where the Company develops games for external customers. Revenue from such agreements is recognised on a stage of completion basis.

 
2.6

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.

Page 16

 
 REBELLION INTERACTIVE LIMITED
 

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

2.Accounting policies (continued)

 
2.7

Taxation

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

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

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.

  
2.8

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

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.

 
2.10

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.

 
2.11

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.

 
2.12

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.

Page 17

 
 REBELLION INTERACTIVE LIMITED
 

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

2.Accounting policies (continued)

 
2.13

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.

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.
 
Page 18

 
 REBELLION INTERACTIVE LIMITED
 

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

2.Accounting policies (continued)


2.13
Financial instruments (continued)


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

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

  
2.14

Provision 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 INTERACTIVE LIMITED
 

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements in accordance with FRS 102 requires management to make judgements and estimates that affect the amounts of the reported assets and liabilities and the reported amounts of revenues and expenses each period. Management believes that the judgements and estimates employed in preparing these financial statements are reasonable but the actual results may differ from the estimates made, requiring adjustments to the financial statements in future periods. The areas where the most significant judgements and estimates arise are described below.
Revenue
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.
Stage of completion
The Company uses the percentage of completion method to determine the recognition of revenue on long-term service contracts. The percentage of completion method depends on an accurate assessment of the costs to complete the contract. These assessments are made by personnel who have adequate and sufficient knowledge of the contracts as appropriate. The nature of the estimations means that actual outcomes may differ from those made in forecasts and budgets. If the outcome of a contract is that contract costs which exceed total contract revenue, the estimated loss is recognised immediately. 
Recoverabilty 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
£
£

Games publishing
34,707,615
38,809,974

Other games
11
86,786

Miscellaneous
66,947
36,994

Games development
20,190,275
9,663,356

54,964,848
48,597,110


Page 20

 
 REBELLION INTERACTIVE LIMITED
 

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

An analysis of turnover by country is as follows:


2024
2023
£
£



United Kingdom
1,222,963
3,531,624

Europe
4,191,408
6,640,133

United States
26,045,457
27,269,196

Rest of World
21,715,748
11,156,157

53,175,576
48,597,110


5.


Other operating income

2024
2023
£
£

Royalties receivable
116
219



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
222,276
216,558


7.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
6,000
7,863

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

The average monthly number of employees, including Directors, during the year was 2 (2023: 2). The Directors did not receive any remuneration (2023: £Nil) in the year for services to the Company.





Page 21

 
 REBELLION INTERACTIVE LIMITED
 

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

9.


Interest receivable

2024
2023
£
£


Other interest receivable
171,192
-


10.


Interest payable

2024
2023
£
£


Bank interest payable
-
212


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
588

Adjustments in respect of previous periods
(11,050)
-


Total current tax
(11,050)
588

Factors affecting tax charge for the year

The tax assessed for the year is higher 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
£
£


Loss on ordinary activities before tax
(363,991)
(1,318,693)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.5%)
(90,998)
(270,332)

Effects of:


Group relief utilised
79,948
270,920

Total tax charge for the year
(11,050)
588


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
 REBELLION INTERACTIVE LIMITED
 

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

12.


Exceptional items

2024
2023
£
£


Intercompany doubtful debt provision
333,253
1,256,000

During the years ended 30 June 2024 and 30 June 2023, the Company recognised a doubtful debt provision on intercompany balances. The Directors consider this to be of such significance to the financial statements this has been disclosed separately on the Statement of Comprehensive Income.


13.


Fixed asset investments





Investments in subsidiary companies

£





At 1 July 2023
611


Disposals
(611)



At 30 June 2024
-






Net book value



At 30 June 2024
-



At 30 June 2023
611


14.


Debtors

2024
2023
£
£


Trade debtors
4,907,858
5,414,527

Amounts owed by group undertakings
10,598,776
10,060,523

Other debtors
-
15,417

Prepayments and accrued income
10,566,035
10,769,834

26,072,669
26,260,301


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

Page 23

 
 REBELLION INTERACTIVE LIMITED
 

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

15.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
15,103,534
5,335,216



16.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
30,916,554
20,675,221

Corporation tax
-
11,050

Other taxation and social security
247,462
306,353

Other creditors
36,217
36,217

Accruals and deferred income
10,509,493
10,747,869

41,709,726
31,776,710


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


17.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2 (2023: 2) Ordinary shares of £1.00 each
2
2

Ordinary shares entitle the holder to one vote per share and entitle the holder to dividends and other distributions.



18.


Reserves

Profit and loss account

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


19.Financial commitments

The Company is party to a composite guarantee arrangement with the other companies in the group headed by Rebellion Group Ltd to jointly and severally agree to satisfy the bank on demand 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 24

 
 REBELLION INTERACTIVE LIMITED
 

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

20.


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.


21.


Controlling party

During the year the controlling parties were the Directors C R Kingsley and J J Kingsley.
The Directors regard Rebellion Group Ltd as the ultimate holding company 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 25