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Registered number:
FOR THE YEAR ENDED 30 JUNE 2025
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REBELLION DEVELOPMENTS LIMITED
COMPANY INFORMATION
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REBELLION DEVELOPMENTS LIMITED
CONTENTS
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REBELLION DEVELOPMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Directors present their strategic report for the year ended 30 June 2025.
Principal activity The Company is engaged in the principal activities of developing and publishing computer games.
The year to 30 June 2025 was successful for the Company with turnover achieved of £71.8 million – an increase of £16.3 million (29%) from the previous year (2024: £55.5 million). Profit before tax was £11.4 million - a increase of £0.3 million (3%) from the previous year (2024: £11.1 million). The variance in performance when compared to the previous year is due to revenue from a one-off contract for a game developed with an external partner in the prior year boosting revenue in that year and significantly higher amortisation costs in the current year following 3 game releases. There were no games released in the prior year.
The Directors are satisfied with the performance for the year. The aim is to build upon this result in the coming years when new game releases are planned.
Financial performance for the year has been analysed as follows:
The Company’s strategy is to build upon its successful business as the lead developer within a growing developer/publisher group and to continue to build on its strengths in IP creation and game development.
The Company will continue to develop and publish titles on systems and platforms where there is a business case to be made, and will continue to strengthen ongoing partnerships with key partners 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 has increased by 29% from the previous year due to revenue following the release of two major titles, Sniper Elite: Resistance in January 2025 and Atomfall in March 2025. In addition, the Company released Zombie Army VR in June 2025. There were no releases in the prior year, although the Company did benefit from a one-off contract for a game developed for a third party. The Company’s prior releases also continued to perform well in both the current and prior year.
Gross profit has reduced by 22% in the current year, whilst revenue has increased in the current year, the proportion of revenue relating to games released in the year has also increased. This has led to a higher proportion of development costs recognised when compared to the prior year which had no game releases.
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REBELLION DEVELOPMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Administrative expenses increased by 18% to £19.5 (2024: £16.6 million). The increase has been driven by increased marketing costs to support the current year releases. These have been partially offset by exchange rate gains on the Company’s assets held in foreign currencies.
Capital expenditure of £33.8 million was incurred in the year (2024: £26.5 million). The increase relates to a higher proportion of costs incurred on projects where the cost has been capitalised. The Company has also incurred £0.2m of capital expenditure on tangible fixed assets (2024: £0.3 million).
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 maintaining a strong working capital position to achieve its strategic objectives.
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:
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 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.
The Company seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
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.
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 Company has invested heavily in its own technology and games engine, continually pushing the boundaries of the technology and seeking technological advancements through its research & development activities. The use of its own games engine also mitigates any middleware risk and the reliance on third parties for its tools. Quality of product is extremely important to the Company. To reduce risks in this area the Company undertakes extensive quality assurance of its games and sets realistic release schedules to ensure games only reach the marketplace when ready.
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REBELLION DEVELOPMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
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 strategically key areas of the business on the back of its cash generation and its banking facility. This facility was renewed in February 2025 and currently expires in July 2026.
The level of revenue, cash generated by the Group and compliance of financial covenants remains geared towards the timing of game releases. The Group has prepared forecasts and projections, considering current cash resources and available funding to cover future expected trading. These forecasts support the conclusion of the Directors that the Group is a going concern. The banking facilities include an option to extend the facilities for 12 months and the Group expects to exercise its option and extend or renew the facilities to at least July 2027. 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 e.g., obtaining alternative debt funding, undertaking 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 Groupd 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 as a whole. In doing so, they have had regard to (amongst other matters) to:
∙The likely consequences of any decision in the long term
The Company’s long-term strategic objectives, including progress made during the year and principal risks to these objectives, are stated above.
∙The interests of the Company's employees
The Board considers the Company’s employees to be primary stakeholders in the business under s172. The Board is eager to retain its employees and show its appreciation by offering learning and educational opportunities to advance their careers. Employees are fundamental to the Company’s success in the current environment as well as The Group's long-term strategic objectives. The Board also acknowledges that discrimination in any form is unacceptable, and equality of opportunity has been a long-standing characteristic of the Group’s employment practice and procedure. The Dignity at Work Policy sets out how employees are able to raise any concerns.
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REBELLION DEVELOPMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
∙The way we engage with the Group's shareholders
The Board considers that 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 financial and non-financial reports to help the parent inform its group strategy and communicate with its partners.
∙The need to foster the Group's business relationships with suppliers, customers and others
The Board continues to build ongoing partnerships with key partners in hardware, software and digital distribution in the games and creative industries worldwide. It also leverages relationships with suppliers through its membership of the Group, which is allows it to achieve economies of scale and utilise the Group’s buying power.
∙The impact of the Group's operations on the community and the environment
The Company operates with honesty 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 Streamlines Energy and Carbon Reporting (‘SECR’) report provides more details. The Company has complied with all applicable legislation and regulations.
∙The desirability of the Group maintaining a reputation for high standards of business conduct
The Group 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 then fairly and equally, so that they will be able to benefit from the successful delivery of the Company’s strategic objectives.
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 from users including games critics. The Directors consider the Company to have a high success rate of releasing high quality games.
This report was approved by the board and signed on its behalf.
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REBELLION DEVELOPMENTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Directors present their report and the financial statements for the year ended 30 June 2025.
The Directors who served during the year were:
The profit for the year, after taxation, amounted to £7,626,638 (2024: £13,420,877).
Dividends of £Nil were paid during the year (2024: £Nil)
The Directors are mindful of their statutory duty to act in the way they each consider, in good faith, would be most likely to promote the success of the Company for the benefits of its members, as set out in our s 172(1) statement in the Strategic Report. A consideration of the Company relationship with wider stakeholders, including suppliers and customers, is also disclosed in the same statement.
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.
Certain matters that would otherwise be reported in this Directors' Report are reported in the Strategic Report.
There are no post balance sheet events to report.
The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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REBELLION DEVELOPMENTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
This report was approved by the board and signed on its behalf.
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REBELLION DEVELOPMENTS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
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REBELLION DEVELOPMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION DEVELOPMENTS LIMITED
We have audited the financial statements of Rebellion Developments Limited (the 'Company') for the year ended 30 June 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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REBELLION DEVELOPMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION DEVELOPMENTS LIMITED (CONTINUED)
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.
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.
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.
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REBELLION DEVELOPMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REBELLION DEVELOPMENTS LIMITED (CONTINUED)
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.
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 2006. Our 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.
for and on behalf of
Chartered Accountants and Statutory Auditor
201 Cumnor Hill
Cumnor
Oxfordshire
OX2 9PJ
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REBELLION DEVELOPMENTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
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REBELLION DEVELOPMENTS LIMITED
REGISTERED NUMBER: 02770940
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 31 form part of these financial statements.
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REBELLION DEVELOPMENTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Rebellion Developments Limited is a private company limited by shares & incorporated in England and Wales, registered number 02770940. Its registered head office is located at Riverside House, Osney- Mead, Oxford, Oxfordshire, OX2 0ES.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
These financial statements are presented in Sterling (£) and rounded to the nearest whole (£).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Rebellion Group Limited as at 30 June 2025 and these financial statements may be obtained from the Registrar of Companies.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
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 strategically key areas of the business on the back of its cash generation and its banking facility. This facility was renewed in February 2025 and currently expires in July 2026.
The level of revenue, cash generated by the Group and compliance of financial covenants remains geared towards the timing of game releases. The Group has prepared forecasts and projections, considering current cash resources and available funding to cover future expected trading. These forecasts support the conclusion of the Directors that the Group is a going concern. The banking facilities include an option to extend the facilities for 12 months and the Group expects to exercise its option and extend or renew the facilities to at least July 2027. 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 e.g., obtaining alternative debt funding, undertaking 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 Groupd 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.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
The Company's policy is to recognise revenue in respect of its performance when the work is completed and to the extent that it obtains the right to consideration. The guiding principle in this assessment is to consider the stage of completion of the contractual obligations and to reflect the extent to which the Company has obtained the right to consideration. Revenue arising from intragroup sales with Rebellion Interactive Limited represent fees for the granting of rights to distribute video games developed by Rebellion Developments Limited. These are charged in line with the value of sales generated by Rebellion Interactive Limited to third-party consumers. When the Company is exposed to the significant risks and rewards associated with the selling price it accounts for revenue as a principal and associated commission payable is accounted for as a direct cost within cost of sales.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
Research expenditure is written off in the year in which it is incurred. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Development costs: Capitalised development costs correspond to the costs incurred in the development of new games or software projects to the extent that the Company has determined that Capitalised development costs are amortised in line with revenue received for a maximum of 3 years. The Directors review the historical revenue cycle of the Company and consider the revenue from release of games is weighted towards the first year, with a significant proportion within the first quarter. In line with this, the value of games is amortised 70% in year 1, 20% in year 2 and 10% in year 3. At the end of each financial year, the carrying value of each product is assessed. Where the forecast revenue for a product does not exceed the current and future costs of the product, a provision for impairment is recognised.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Video Game Expenditure Credits are recognised in the period in which the related qualifying expenditure is incurred. The Video Game Expenditure Credits recognised are based on management's estimates of amounts expected to be recovered. Expenditure credits are recognised within other operating income and subject to ordinary UK taxation.
Video Game Tax Relief is recognised as a tax credit in the period in which the related qualifying expenditure is incurred. The Video Game Tax Relief recognised is based on management's estimates of amounts expected to be recovered.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
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:
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:
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.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
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.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Revenue recognition - video games In applying FRS 102, the Company makes a judgement on whether certain revenue contracts grant the rights to customers to obtain all the benefits in relation to specified performance obligations on the date the performance obligations are satisfied. The Company does not consider there to be ongoing, material obligations once the stated performance obligation is satisfied and, therefore, recognises revenue relating to these contracts in line with stated contractual terms at the point the risks and rewards transfer to the customer, being when the obligation is achieved.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
3.Judgements in applying accounting policies (continued)
The recoverability of development costs is estimated based upon forecasted sales of games, generated through actual sales to date, experience of previously released games and market data. Useful economic lives of intangible fixed assets Amortisation of intangible assets is calculated over the useful economic lives of the assets, being 3 years for developed games. The estimates of useful economic lives are reviewed at least annually for any changes to this estimate based on the sales cycles of released games. As detailed in note 2.6, the useful economic lives of intangible assets is weighted to be amortised at a rate of 70% in year 1, 20% in year 2 and 10% in year 3, reflecting the historical sales pattern of released games. Useful economic lives of tangible fixed assets Tangible fixed assets are depreciated over their useful lives taking into account residual value, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessment consider issues such as the remaining life of the asset and projected disposal values. Video games tax relief/video games expenditure credit Video games tax relief/video games expenditure credit is a tax credit available on costs incurred in relation to video games that have passed the British Film Institute Cultural Test. The Directors estimate the potential tax credit claim using the directly attributable costs incurred in those products in development that have, or are expected to, pass the Cultural Test. The assessment of development costs included in video games tax relief/video games expenditure credit claims requires the Directors to make significant judgements as to whether costs are qualifying to be claimed. Deferred tax assets The recognition of deferred tax assets on taxable losses is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognise deferred tax assets depends on many factors, including the Group's ability to generate such taxable profits and the implementation of effective tax planning strategies. The occurrence or non-occurrence of such events in the future may lead to significant changes in the measurement of deferred tax assets.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
3.Judgements in applying accounting policies (continued)
The Company considers amounts owed by group and connected undertakings annually and estimates the provision for bad debts. In determining this, assumptions and estimates are made in relation to the likelihood of monies being recovered based on the plan of the Group and connected undertakings.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
11.Taxation (continued)
There were no factors that may affect future tax charges.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Each Ordinary share entitles the holder to one vote per share and entitles the holder to dividends and other distributions.
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Share premium account
Capital redemption reserve
Profit and loss account
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 £598,257 (2024: £531,372). Contributions totaling £95,457 (2024: £93,932) were payable to the fund at the balance sheet date and are included in creditors.
23.Financial commitments
The Company is party to a composite guarantee arrangement with the other companies in the group headed by Rebellion Group Ltd to jointly and severally agree to satisfy the bank on demand in the of event of a default. The total amount owning by the Group under this arrangement as at 30 June 2025 was £25,000,000 (2024: £26,625,000).
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REBELLION DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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 2025 is that headed by Rebellion Group Ltd. Copies of the financial statements of Rebellion Group Ltd can be obtained from the Registrar of Companies.
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