Company registration number 06574738 (England and Wales)
Rockstar Dundee Limited
Annual report and financial statements
for the year ended 31 March 2024
Rockstar Dundee Limited
Company information
Directors
Daniel P Emerson
Rowan MS Hajaj
Secretary
Thorntons Law LLP
Company number
06574738
Registered office
7 Savoy Court
London
WC2R 0EX
Auditor
Henderson Loggie LLP
11 - 15 Thistle Street
Edinburgh
EH2 1DF
Rockstar Dundee Limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14
Rockstar Dundee Limited
Strategic report
for the year ended 31 March 2024
- 1 -

The directors present the strategic report and financial statements for the year ended 31 March 2024.

Review of the business

Following the acquisition of the company on 1 October 2020 by Take-Two Interactive Inc, a company registered in Delaware, USA, and the subsequent transfer of the employees and assets to the wider group from 1 January 2021, the company has not actively traded. There continues to be minor expenses incurred as the business meets its administrative requirements.

On behalf of the board

Daniel P Emerson
Director
26 November 2024
Rockstar Dundee Limited
Directors' report
for the year ended 31 March 2024
- 2 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company has changed following the acquisition by Take-Two Interactive Software Inc. as the company currently does not actively trade. Prior to the acquisition the principal activity was the development of computer games.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Daniel P Emerson
Rowan MS Hajaj
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Daniel P Emerson
Director
26 November 2024
Rockstar Dundee Limited
Directors' responsibilities statement
for the year ended 31 March 2024
- 3 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 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:

 

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

Rockstar Dundee Limited
Independent auditor's report
to the member of Rockstar Dundee Limited
- 4 -
Opinion

We have audited the financial statements of Rockstar Dundee Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 UK, including the FRC’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.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to note 1 to the financial statements, which indicates that from 1 January 2021 the employees and assets of the company were transferred into the wider group resulting in a significant reduction in activity that year. During preceding years, including the current financial year, the company has therefore not actively traded, incurring minor expenses as the business meets its administrative requirements. As such, the directors do not consider it appropriate to adopt the going concern basis in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 1.

 

Our opinion is not modified in respect of this matter.

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.

Opinions on other matters prescribed by the Companies Act 2006

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

Rockstar Dundee Limited
Independent auditor's report
to the member of Rockstar Dundee Limited (continued)
- 5 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

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.

As part of our planning process:

Rockstar Dundee Limited
Independent auditor's report
to the member of Rockstar Dundee Limited (continued)
- 6 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Diana Penny
Senior Statutory Auditor
For and on behalf of Henderson Loggie LLP
27 November 2024
Chartered Accountants
Statutory Auditor
11 - 15 Thistle Street
Edinburgh
EH2 1DF
Rockstar Dundee Limited
Statement of comprehensive income
for the year ended 31 March 2024
- 7 -
2024
2023
Notes
£
£
Turnover
-
-
Administrative expenses
(7,536)
(8,100)
Operating loss
3
(7,536)
(8,100)
Interest payable and similar expenses
5
-
0
(714)
Loss before taxation
(7,536)
(8,814)
Tax on loss
6
-
0
-
0
Loss for the financial year
(7,536)
(8,814)
Rockstar Dundee Limited
Balance sheet
as at 31 March 2024
31 March 2024
- 8 -
2024
2023
Notes
£
£
£
£
Current assets
Cash at bank and in hand
1,984,326
1,983,684
Creditors: amounts falling due within one year
7
(30,241)
(22,063)
Net current assets
1,954,085
1,961,621
Capital and reserves
Called up share capital
8
147
147
Profit and loss reserves
9
1,953,938
1,961,474
Total equity
1,954,085
1,961,621

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 27 November 2024 and are signed on its behalf by:
Rowan MS Hajaj
Director
Company registration number 06574738 (England and Wales)
Rockstar Dundee Limited
Statement of changes in equity
for the year ended 31 March 2024
- 9 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 April 2022
147
1,970,288
1,970,435
Year ended 31 March 2023:
Loss and total comprehensive income
-
(8,814)
(8,814)
Balance at 31 March 2023
147
1,961,474
1,961,621
Year ended 31 March 2024:
Loss and total comprehensive income
-
(7,536)
(7,536)
Balance at 31 March 2024
147
1,953,938
1,954,085
Rockstar Dundee Limited
Notes to the financial statements
for the year ended 31 March 2024
- 10 -
1
Accounting policies
Company information

Rockstar Dundee Limited is a private company limited by shares incorporated in England and Wales. The registered office is 7 Savoy Court, London, WC2R 0EX.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Take-Two Interactive Software Inc. These consolidated financial statements are available from https://ir.take2games.com.

1.2
Going concern

The financial statements have been prepared on a basis other than going concern. true

 

From 1 January 2021 the employees and assets of the company were transferred into the wider group resulting in a significant reduction in activity that year. During preceding years, including the current financial year, the company has therefore not actively traded, incurring minor expenses as the business meets its administrative requirements.

 

As such, the directors do not consider it appropriate to adopt the going concern basis in preparing the financial statements.

 

In coming to this position, appropriate considerations have been made where necessary as to the carrying value of the company’s assets to ensure that there has been no change to the carrying amount as disclosed in these financial statements as a result of this assessment. Given the cash at bank and in hand balance as at 31 March 2024, coupled with the company receiving a letter of support from the ultimate parent company Take-Two Interactive Software Inc. that confirms its intention to support the company for at least 12 months from the date of signing these financial statements, the directors believe the balance sheet to remain accurate and are confident liabilities can be met as they fall due.

1.3
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, and deposits held at call with banks.

Rockstar Dundee Limited
Notes to the financial statements (continued)
for the year ended 31 March 2024
1
Accounting policies (continued)
- 11 -
1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Rockstar Dundee Limited
Notes to the financial statements (continued)
for the year ended 31 March 2024
- 12 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty
Accruals

Management estimate the requirements for accruals using post year end information and information available from detailed budgets. This identifies costs that are expected to be incurred for services provided by other parties. Accruals are only released when there is a reasonable expectation that these costs will not be invoiced in the future.

Taxation

The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.

 

Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
7,200
6,800
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
-
-
Total
-
0
-
0
Rockstar Dundee Limited
Notes to the financial statements (continued)
for the year ended 31 March 2024
- 13 -
5
Interest payable and similar expenses
2024
2023
£
£
Other interest
-
0
714
6
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(7,536)
(8,814)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2023: 19%)
(1,884)
(1,675)
Current year losses not recognised
1,884
1,675
Taxation charge for the year
-
-

At the Spring Budget 2021, the government announced that the corporation tax main rate for profits would increase to 25%. Following Royal Assent this was enacted from 1 April 2023 and as a result the corporation tax rate effective in the period has been set at 25% (2023 - 19%).

7
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
23,041
13,063
Accruals and deferred income
7,200
9,000
30,241
22,063
8
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 0.01p each
1,450,000
1,450,000
145
145
A Ordinary of £1 each
2
2
2
2
1,450,002
1,450,002
147
147

The ordinary shares carry a vote and are entitled to any dividend or capital distribution.

 

A Ordinary shares have no voting rights and no rights to participate in the return of assets on liquidation.

Rockstar Dundee Limited
Notes to the financial statements (continued)
for the year ended 31 March 2024
- 14 -
9
Profit and loss reserves

Profit and loss reserves include all current and prior years retained profit and losses.

10
Ultimate controlling party

The parent company of Rockstar Dundee Limited is Take-Two Interactive Software Inc, and its registered office is 110 West 44th Street, New York, NY 10036, United States of America.

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