TEBEX LIMITED
Directors: L.J McNeil
U. Marchand
Registered Office: 5.2 Central House
1 Ballards Lane
N3 1LQ
Registered No: 08129184 (England & Wales)
Independent Auditors: Levy Cohen & Co.
Registered Auditors
5.2 Central House
1 Ballards Lane
N3 1LQ
Annual report and financial statements
For the year ended 31 December 2023
page
Statement of financial position 1
Notes to the financial statements 2-7
TEBEX LIMITED
Statement of financial position as at 31 December 2023
31.12.2023 31.12.2022
Notes £ £ £
Fixed assets
Tangible fixed assets 4 37,722 12,644
Fixed asset investment 5 1 0
37,723 12,644
Current assets
Debtors 6 5,807,768 5,439,110
Cash in bank and at hand 2,256,630 1,740,680
8,064,398 7,179,790
Creditors: amounts falling due
within one year 7 (5,675,811) (1,646,486)
Net current assets 2,388,587 5,533,304
Total assets less current liabilities £ 2,426,310 £ 5,545,948
Capital and Reserve
£ £
Called up share capital 9 109 109
Other fund 90,911 29,882
Profit and loss account 2,335,290 5,515,957
Shareholders' funds £ 2,426,310 £ 5,545,948
The accounts have been prepared and delivered in accordance with special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
____________________________
U. Marchand
Director 27 January 2025
Company number: 08129184
TEBEX LIMITED
Notes to the financial statements - 31 December 2023
COMPANY INFORMATION
1. Company Information
Tebex Limited is a private limited company incorporated and domiciled in England & Wales. The address of its registered office is 5.2 Central House, 1 Ballards Lane, N3 1LQ.
The company is a wholly owned subsidiary of Overwolf UK Ltd, a company registered in England & Wales.
2. Accounting Policies
2.1 Basis of accounting
The financial statements have been prepared on a going concern basis, under historical cost convention and in accordance with the provisions of FRS 102 Sedction 1A small entities and the Companies Act 2006.
The financial statements have been prepared under FRS 102 Section 1A small entities.
The financial statements are presented in sterling (£).
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
2.2 Financial instruments
The company has chosen to adapt the sections 11 & 12 of FRS 102 in respect of financial instruments:
(i) Financial assets
Basic financial assets including trade and other receivables and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financial transaction, where the transaction is measured at present value of the future receipts discounted at the market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method and are assess for objective evidence of impairment at the end of each reporting period.
(ii) Financial liabilities
Basic financial liabilities including trade and other payable are initially recognised at transaction price unless arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future receipts discounted at a market value of interest debt instruments are subsequently carried at amortised costs using the effective interest rate method.
2.3 Going concern
The company has a positive capital and reserve and positive net current assets.
The company is profitable and will continue to be profitable in the future as according to the group TP policy, the company is entitled to a fixed margin on the services provided to the parent company. The company and the Overwolf group are both operationally and financially inextricably linked. Having considered the post year trading and financial results of the group and the group's cash reserves, and after making enquiries of the directors of the parent undertaking, the directors have reasonable expectations that the company and the group have adequate resources to continue an operational existence and meet their liabilities for a period of at least 12 months from the date these financial statements were approved.
On the basis of the above, the directors consider it appropriate to prepare the financial statement on a going concern basis.
TEBEX LIMITED
Notes to the financial statements - 31 December 2023
2. Accounting Policies (continued)
2.4 Turnover and revenue recognition
Turnover is the amount derived from ordinary activities and represents net invoiced value of software and related services excluding VAT.
Revenue from commissions and subscriptions are recognised when all revenue recognition criteria have been satisfied: persuasive evidence of an agreement exists, the delivery of the service has been rendered, the fees are fixed or derterminable and collectability is probable.
2.5 Plant & equipment
Depreciation is provided at the following annual rates in order to write off the assets over their estimated useful lives:
Computer equipment 3 years straight line
Furniture 5 years straight line
2.6 Debtors
Short term debtors that includes trade and other receivables are measured at transaction price, less any impairment.
2.7 Creditors
Basic financial liabilities including trade and other payable are measured at transaction price.
2.8 Current & deferred taxation
Deferred taxation is provided using the liability method to take into account timing from the inclusion of items of expenditure in taxation computations in periods that differ from those differences arising in which they are included in the financial statements to the extent that it is probably that an or assets will crystallize in the future.
Provision for deferred taxation is set off against debit balance of deferred taxation.
The current income tax charged is calculated on the basis of the tax rate and laws that have been enacted or substantially enacted by the reporting date in the countries where the company operated and generates income.
TEBEX LIMITED
Notes to the financial statements - 31 December 2023
2. Accounting Policies (Continued)
2.9 Employee benefits
The company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined contribution pension plans.
(i) Short term benefits
Short term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the service is received.
(ii) Defined contribution pension plans
The company operated a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
(iii) Share based payments
The company participates in a share based payment arrangement established by its ultimate parent company. The company recognises the share based payment expense based on the relative remuneration cost of the relevant employees. The corresponding credit is recognised as a component of equity.
2.10 Foreign currencies
Monetary assets and liabilities in foreign currencies are translated into Sterling at the rate of exchange ruling at the Balance Sheet date. Transactions in Foreign currencies are translated into Sterling at the rate of exchange ruling at the date of the transaction.
3. Employee information
The average number of staff and directors employed by the company during the period was:
2023 2022
Number Number
Employees 23 11
Directors 1 1
£ £
Remuneration paid to director 117,500 90,536
TEBEX LIMITED
Notes to the financial statements - 31 December 2023
4. Fixed assets
Computer Office
Equipment Equipment Total
£ £
Cost:
At 1 January 2023 19,242 972 20,214
Additions 35,914 - 35,914
At 31 December 2023 55,156 972 56,128
Depreciation:
At 1 January 2023 7,425 145 7,570
Charge for the year 10,657 179 10,836
At 31 December 2023 18,082 324 18,406
Net book value:
At 31 December 2023 37,074 648 37,722
At 31 December 2022 11,817 827 12,644
5. Fixed asset investment
31.12.2023 31.12.2022
£ £
Additions 1 -
At 31 December 2023 1 -
The investment in subsidiary company represents the whole share capital of Tebex Inv, a trading company registered in the USA.
6. Debtors
31.12.2023 31.12.2022
£ £
Trade debtors 605,139 462,645
Ultimate parent company 2,708,486 4,641,877
Subsidiary company 406,781 -
Employees 2,241 -
Other debtors 1,887,565 326,917
Prepayments 184,259 3,361
Deferred tax asset (note 8) 13,297 4,310
5,807,768 5,439,110
TEBEX LIMITED
Notes to the financial statements - 31 December 2023
7. Creditors: amounts falling due within one year
31.12.2023 31.12.2022
£ £
Trade creditors 77,694 16,267
Other creditors 433 -
Parent company 4,641,876 0
Corporation tax 601,144 1,451,036
VAT 242,452 116,883
Director's loan 21,136 21,136
Other tax and social security 50,849 18,591
Accruals 40,227 22,573
5,675,811 1,646,486
8. Deferred tax asset/(liabilities)
31.12.2023 31.12.2022
£ £
As at 1 January 2023 4,310 (2,601)
Transferred to P&L 8,987 6,911
As at 31 December 2023 13,297 4,310
The amount of deferred tax asset/(liabilities) relates to the following timing differences:-
Excess of capital allowance over depreciation - (3,161)
Share based payment - 7,471
- 4,310
9. Share capital
31.12.2023 31.12.2022
£ £
Allotted, called up and fully paid:
10881 ordinary share at £0.01 109 109
TEBEX LIMITED
Notes to the financial statements - 31 December 2023
10. Audit report information
As the income statement has been omitted from the filing of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444 (5B) of the Companies Act 2006. The auditor's report was unqualified.
The senior statutory auditor was Mr. Josef Cohen
The auditor was Levy Cohen & Co
Date auditor signed accounts: 27 January 2025
Name of director signing accounts: U. Marchand
Date director signed accounts: 27 January 2025
11. Related party transactions
Control:
The immediate parent company is Overwolf UK Ltd a company incorporated and registered in England & Wales. The ultimate parent company is Overwolf Ltd, a company incorporated and registered in Israel.
Overwolf Ltd is the smallest and largest group to prepare consolidated accounts that can be obtained from its registered office.
Transaction:
The company is exempt from disclosing transactions with related parties that are wholly owned within the same group in accordance with FRS 102 Section 33(1)A.
12. Commitment
As at 31.12.2023 the company does not have any commitment (2022 nil)
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