ACCOUNTS - Final Accounts

REBELLION INTERACTIVE GAMES LIMITED - Company Information

Caseware UK (AP4) 2021.0.152 2021.0.152 2022-06-302022-06-3002021-07-01falsePublishing of computer games Ready-made interactive leisure and entertainment software development22falsetrue 06643596 2021-07-01 2022-06-30 06643596 2020-07-01 2021-06-30 06643596 2022-06-30 06643596 2021-06-30 06643596 c:PriorPeriodIncreaseDecrease 2021-07-01 2022-06-30 06643596 c:RestatedAmount 2021-06-30 06643596 d:Director1 2021-07-01 2022-06-30 06643596 c:PatentsTrademarksLicencesConcessionsSimilar 2022-06-30 06643596 c:PatentsTrademarksLicencesConcessionsSimilar 2021-06-30 06643596 c:PatentsTrademarksLicencesConcessionsSimilar c:PriorPeriodIncreaseDecrease 2021-07-01 2022-06-30 06643596 c:PatentsTrademarksLicencesConcessionsSimilar c:RestatedAmount 2021-06-30 06643596 c:Goodwill 2021-07-01 2022-06-30 06643596 c:Goodwill 2022-06-30 06643596 c:Goodwill 2021-06-30 06643596 c:Goodwill c:PriorPeriodIncreaseDecrease 2021-07-01 2022-06-30 06643596 c:Goodwill c:RestatedAmount 2021-06-30 06643596 c:CurrentFinancialInstruments 2022-06-30 06643596 c:CurrentFinancialInstruments 2021-06-30 06643596 c:CurrentFinancialInstruments c:WithinOneYear 2022-06-30 06643596 c:CurrentFinancialInstruments c:WithinOneYear 2021-06-30 06643596 c:ShareCapital 2022-06-30 06643596 c:ShareCapital 2021-06-30 06643596 c:RetainedEarningsAccumulatedLosses 2022-06-30 06643596 c:RetainedEarningsAccumulatedLosses 2021-06-30 06643596 d:OrdinaryShareClass1 2021-07-01 2022-06-30 06643596 d:OrdinaryShareClass1 2022-06-30 06643596 d:OrdinaryShareClass1 2021-06-30 06643596 d:FRS102 2021-07-01 2022-06-30 06643596 d:Audited 2021-07-01 2022-06-30 06643596 d:FullAccounts 2021-07-01 2022-06-30 06643596 d:PrivateLimitedCompanyLtd 2021-07-01 2022-06-30 06643596 d:SmallCompaniesRegimeForAccounts 2021-07-01 2022-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 06643596

REBELLION INTERACTIVE GAMES LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2022

REBELLION INTERACTIVE GAMES LIMITED

REGISTERED NUMBER: 06643596

BALANCE SHEET

AS AT 30 JUNE 2022

		As restated
	2022	2021
Note	£	£


Current assets
Cash at bank and in hand	5	542		807
		542		807
Creditors: amounts falling due within one year	6	(933,715)		(920,863)
Net current liabilities			(933,173)		(920,056)
Total assets less current liabilities			(933,173)		(920,056)

Net liabilities			(933,173)		(920,056)

Capital and reserves
Called up share capital	7	2	2
Profit and loss account		(933,175)	(920,058)
		(933,173)	(920,056)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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

C R Kingsley

Director

Date: 15 December 2022

The notes on pages 2 to 8 form part of these financial statements.

Page 1

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

1.	General information

Rebellion Interactive Games Limited is a private company limited by shares & incorporated in England and Wales, registered number 06643596. 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 Section 1A of 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

Going concern

The Group secured additional banking facilities in July 2021 to refinance existing property mortgages, acquire a new property and provide new funding to support its investment programme in the Financial Year ended 30 June 2022. This is reflected in the Group result for the year.
The Group continues to invest significantly in all key areas of the business and a further short-term banking facility was secured in March 2022 to provide additional headroom to support its investment programme. This facility was not utilised and was cancelled in August 2022.
The Group's forecasts and projections, taking account of current cash resources, confirmed funding and reasonably possible changes in trading performance, support the conclusion of the Directors that the Group will continue to have adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of approval of these financial statements.
The level of revenue and therefore cash generated by the group remains highly geared towards the timings of future game releases. The reasonably possible changes referenced above include sensitising the forecasts for reasonably possible changes in gaming volumes.
The Company, therefore, continues to adopt the going concern basis in preparing its financial statements.
The Directors consider it is appropriate to prepare the financial statements on the going concern basis due to the commitment by the ultimate parent company, Rebellion Group Ltd, to provide any necessary financial support required to enable the Company to discharge its liabilities, and therefore continue as a going concern for at least 12 months from the date of approving the financial statements.

Page 2

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.4

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 balance sheet 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 balance sheet 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 balance sheet date.

Page 3

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.5

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

2 years straight-line

2.6

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.

2.7

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.8

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Page 4

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.8

Financial instruments (continued)

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

2.9

Provisions for liabilities

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

Employees

The average monthly number of employees, including Directors, during the year was 2 (2021 - 2).

Page 5

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

4.	Intangible assets

	Intellectual property	Goodwill	Total
	£	£	£
Cost
At 1 July 2021 (as previously stated)	825,294	24,585	849,879
Prior Year Adjustment	(825,294)	-	(825,294)
At 1 July 2021 (as restated)	-	24,585	24,585
At 30 June 2022	-	24,585	24,585
Amortisation
At 1 July 2021 (as previously stated)	627,361	24,585	651,946
Prior Year Adjustment	(627,361)	-	(627,361)
At 1 July 2021 (as restated)	-	24,585	24,585
At 30 June 2022	-	24,585	24,585
Net book value
At 30 June 2022	-	-	-
At 30 June 2021 (as restated)	-	-	-

5.	Cash and cash equivalents
		2022	2021
		£	£

	Cash at bank and in hand	542	807

Page 6

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

6.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Trade creditors	30	5
Amounts owed to group undertakings	928,083	915,098
Accruals and deferred income	5,602	5,760
	933,715	920,863

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

7.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

2 (2021 - 2) Ordinary shares of £1.00 each	2	2

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

8.	Prior year adjustment

During the year ended 30 June 2022, the Directors reviewed the treatment of capitalised intellectual property. The Directors believe that the intellectual property did not meet the recognition criteria to capitalise as an intangible under FRS 102 as there is no economic benefit associated with the intellectual property and, therefore, the intellectual property should have been expensed in profit and loss as incurred. To correct for this, the Directors have recognised a prior year adjustment. The effect of this restatement was to reduce intangible assets and retained earnings as at 1 July 2020 by £261,858, and reduce additions to intangible assets and increase administrative expenses for the year ended 30 June 2021 by £63,925.

9.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 2022 was £28,875,000 (2021: £17,233,425).

10.	Related party transactions
	The Company has taken advantage of exemption, under the terms of Financial Reporting Standards 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other companies that are wholly owned within the Group, headed by Rebellion Group Ltd.

Page 7

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

11.	Controlling party

During the year the controlling parties were the Directors C R Kingsley and J J Kingsley.
The Directors regard Rebellion Group Ltd as the ultimate holding company. The smallest and largest group within which the financial statements are consolidated in respect of the year ended 30 June 2022 is that headed by Rebellion Group Limited. Copies of the financial statements of Rebellion Group Limited can be obtained from the Registrar of Companies.

12.	Auditor's information

The auditor's report on the financial statements for the year ended 30 June 2022 was unqualified.

The audit report was signed on 15 December 2022 by James Pitt BA BFP FCA (Senior Statutory Auditor) on behalf of James Cowper Kreston.

Page 8