ACCOUNTS - Final Accounts

REBELLION INTERACTIVE GAMES LIMITED - Company Information

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Registered number: 06643596

REBELLION INTERACTIVE GAMES LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2023

REBELLION INTERACTIVE GAMES LIMITED

REGISTERED NUMBER: 06643596

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2023

		2023		2022
Note		£		£

Fixed assets
Intangible assets	3		203,623		-
Current assets
Debtors: amounts falling due within one year	4	844		-
Cash at bank and in hand	5	3,030		542
		3,874		542
Creditors: amounts falling due within one year	6	(1,143,744)		(933,715)
Net current liabilities			(1,139,870)		(933,173)
Total assets less current liabilities			(936,247)		(933,173)

Net liabilities			(936,247)		(933,173)

Capital and reserves
Called up share capital	7	2	2
Profit and loss account		(936,249)	(933,175)
		(936,247)	(933,173)

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: 5 December 2023

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 2023

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 (£).

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. The Group continues to invest significantly in all key areas of the business on the back of this banking facility.
The Group's forecasts and projections, taking account of current cash resources, confirmed availability of sufficient funding to cover expected trading and reasonably possible changes in 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. After the balance sheet date, the Group secured amendments to the July 2021 bank facility to modify certain covenants in the agreement with the aim to further support the Group to achieve its strategic objectives in line with its anticipated timing 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 2023

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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 3

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

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. Capitalised IP is not amortised until the IP is being utilised.

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 has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments

Page 4

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

2.8

Financial instruments (continued)

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts 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 payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

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.

Page 5

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

3.	Intangible assets

	Intellectual property	Goodwill	Total
	£	£	£
Cost
At 1 July 2022	-	24,585	24,585
Additions	203,623	-	203,623
At 30 June 2023	203,623	24,585	228,208
Amortisation
At 1 July 2022	-	24,585	24,585
At 30 June 2023	-	24,585	24,585
Net book value
At 30 June 2023	203,623	-	203,623
At 30 June 2022	-	-	-

Page 6

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

Debtors

					2023	2022
					£	£


Other debtors	844	-

5.	Cash and cash equivalents
		2023	2022
		£	£

	Cash at bank and in hand	3,030	542

6.	Creditors: Amounts falling due within one year
		2023	2022
		£	£

Trade creditors	-	30
Amounts owed to group undertakings	1,042,705	928,083
Deferred consideration	101,039	-
Accruals and deferred income	-	5,602
	1,143,744	933,715

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

7.	Share capital
		2023	2022
		£	£

Allotted, called up and fully paid

2 (2022 - 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.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 owing by the Group under this arrangement as at 30 June 2023 was £27,750,000 (2022: £28,875,000).

Page 7

REBELLION INTERACTIVE GAMES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023

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.

10.	Auditor's information

The auditor's report on the financial statements for the year ended 30 June 2023 was unqualified.

The audit report was signed on 6 December 2023 by James Pitt BA BFP FCA (Senior Statutory Auditor) on behalf of James Cowper Kreston Audit.

Page 8