ACCOUNTS - Final Accounts


Caseware UK (AP4) 2021.0.152 2021.0.152 2022-06-302022-06-302021-07-01false22falsetrue 11434342 2021-07-01 2022-06-30 11434342 2020-07-01 2021-06-30 11434342 2022-06-30 11434342 2021-06-30 11434342 c:Director1 2021-07-01 2022-06-30 11434342 d:CurrentFinancialInstruments 2022-06-30 11434342 d:CurrentFinancialInstruments 2021-06-30 11434342 d:CurrentFinancialInstruments d:WithinOneYear 2022-06-30 11434342 d:CurrentFinancialInstruments d:WithinOneYear 2021-06-30 11434342 d:ShareCapital 2022-06-30 11434342 d:ShareCapital 2021-06-30 11434342 d:RetainedEarningsAccumulatedLosses 2022-06-30 11434342 d:RetainedEarningsAccumulatedLosses 2021-06-30 11434342 c:OrdinaryShareClass1 2021-07-01 2022-06-30 11434342 c:OrdinaryShareClass1 2022-06-30 11434342 c:OrdinaryShareClass1 2021-06-30 11434342 c:FRS102 2021-07-01 2022-06-30 11434342 c:Audited 2021-07-01 2022-06-30 11434342 c:FullAccounts 2021-07-01 2022-06-30 11434342 c:PrivateLimitedCompanyLtd 2021-07-01 2022-06-30 11434342 d:Subsidiary1 2021-07-01 2022-06-30 11434342 d:Subsidiary1 1 2021-07-01 2022-06-30 11434342 d:Subsidiary2 2021-07-01 2022-06-30 11434342 d:Subsidiary2 1 2021-07-01 2022-06-30 11434342 d:Subsidiary3 2021-07-01 2022-06-30 11434342 d:Subsidiary3 1 2021-07-01 2022-06-30 11434342 d:Subsidiary4 2021-07-01 2022-06-30 11434342 d:Subsidiary4 1 2021-07-01 2022-06-30 11434342 d:Subsidiary5 2021-07-01 2022-06-30 11434342 d:Subsidiary5 1 2021-07-01 2022-06-30 11434342 d:Subsidiary6 2021-07-01 2022-06-30 11434342 d:Subsidiary6 1 2021-07-01 2022-06-30 11434342 d:Subsidiary7 2021-07-01 2022-06-30 11434342 d:Subsidiary7 1 2021-07-01 2022-06-30 11434342 d:Subsidiary8 2021-07-01 2022-06-30 11434342 d:Subsidiary8 1 2021-07-01 2022-06-30 11434342 d:Subsidiary9 2021-07-01 2022-06-30 11434342 d:Subsidiary9 1 2021-07-01 2022-06-30 11434342 d:Subsidiary10 2021-07-01 2022-06-30 11434342 d:Subsidiary10 1 2021-07-01 2022-06-30 11434342 d:Subsidiary11 2021-07-01 2022-06-30 11434342 d:Subsidiary11 1 2021-07-01 2022-06-30 11434342 d:Subsidiary12 2021-07-01 2022-06-30 11434342 d:Subsidiary12 1 2021-07-01 2022-06-30 11434342 d:Subsidiary13 2021-07-01 2022-06-30 11434342 d:Subsidiary13 1 2021-07-01 2022-06-30 11434342 d:Subsidiary14 2021-07-01 2022-06-30 11434342 d:Subsidiary14 1 2021-07-01 2022-06-30 11434342 d:Subsidiary15 2021-07-01 2022-06-30 11434342 d:Subsidiary15 1 2021-07-01 2022-06-30 11434342 c:SmallCompaniesRegimeForAccounts 2021-07-01 2022-06-30 11434342 6 2021-07-01 2022-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 11434342










REBELLION ENTERTAINMENT HOLDINGS LTD










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2022

 
REBELLION ENTERTAINMENT HOLDINGS LTD
REGISTERED NUMBER: 11434342

BALANCE SHEET
AS AT 30 JUNE 2022

As restated
2022
2021
Note
£
£

Fixed assets
  

Investments
 4 
18
18

  

Creditors: amounts falling due within one year
 5 
(403,526)
(403,526)

Net current liabilities
  
 
 
(403,526)
 
 
(403,526)

Total assets less current liabilities
  
(403,508)
(403,508)

  

Net liabilities
  
(403,508)
(403,508)


Capital and reserves
  

Called up share capital 
 6 
1
1

Profit and loss account
  
(403,509)
(403,509)

  
(403,508)
(403,508)


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 7 form part of these financial statements.

Page 1

 
REBELLION ENTERTAINMENT HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

1.


General information

Rebellion Entertainment Holdings Ltd is a private company limited by shares & incorporated in England and Wales, registered number 11434342. 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

Exemption from preparing consolidated financial statements

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.

 
2.3

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 ENTERTAINMENT HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

 
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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

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.

 
2.7

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
Page 3

 
REBELLION ENTERTAINMENT HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)


2.7
Financial instruments (continued)

contract.

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.


3.


Employees

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


4.


Fixed asset investments





Investments in subsidiaries

£



Cost or valuation


At 1 July 2021 (as previously stated)
347,568


Prior year adjustment (see note 8)

(347,550)


At 1 July 2021 (as restated)
18



At 30 June 2022
18




Page 4

 
REBELLION ENTERTAINMENT HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Audiomotion Studios Limited
UK
Motion capture and related services
Ordinary
100%
MC1 Productions Ltd
UK
Film/TV production activities
Ordinary
100%
Rebellion Entertainment IP Ltd
UK
Dormant
Ordinary
100%
Rebellion Entertainment Ltd
UK
Film/TV production activities
Ordinary
100%
Rebellion Factual Ltd
UK
Film/TV production activities
Ordinary
100%
Rebellion Film Ltd
UK
Dormant
Ordinary
100%
Rebellion Film Studios Ltd
UK
Film/TV production activities
Ordinary
100%
Rebellion Flame Ltd
UK
Costume and props supplier to entertainment industry
Ordinary
100%
Rebellion Productions Ltd
UK
Film/TV production activities
Ordinary
100%
Rebellion TV Ltd
UK
Dormant
Ordinary
100%
Rebellion VFX Ltd
UK
Film/TV production activities
Ordinary
100%
RePro 01 Ltd
UK
Film/TV production activities
Ordinary
100%
RePro 02 Ltd
UK
Film/TV production activities
Ordinary
100%
Sniper Elite Productions Ltd
UK
Dormant
Ordinary
100%
Central City Media Limited
UK
Film/TV production activities
Ordinary
100%

The registered office of all UK subsidiaries is Riverside House, Osney Mead, Oxford, Oxfordshire, OX2 0ES.



Page 5

 
REBELLION ENTERTAINMENT HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

5.


Creditors: Amounts falling due within one year

2022
2021
£
£

Amounts owed to group undertakings
403,517
403,517

Other creditors
9
9

403,526
403,526


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


6.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1 (2021 - 1) Ordinary share of £1.00
1
1

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



7.


Prior year adjustment

During the year ended 30 June 2022 the Directors reviewed the carrying value of its investments in subsidiaries and identified an impairment of £347,550. The events that resulted in this impairment were in existence as at 30 June 2021. To correct for this, the Directors have recognised a prior year adjustment. The effect of this restatement was to reduce investments as at 30 June 2021 by £347,550 and increase administrative expenses during the year ended 30 June 2021 by £347,550.


8.Other 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).


9.


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 6

 
REBELLION ENTERTAINMENT HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

10.


Controlling party

During the period 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.


11.


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 7