Tebex Limited Accounts






Tebex Limited
Audited accounts
	Company No. 08129184
		Information for Filing with The Registrar
		31 December 2024

The Directors present their report and the accounts for the year ended 31 December 2024.

Principal activities
The principal activity of the company during the year under review was processing of transactions in virtual stores within the online gaming services based on a system developed by its parent company. The company also provided R&D services to its ultimate parent company.




Directors

The Directors who served at any time during the year were as follows:

U. Marchand
L.J. McNeil







































Auditors
The auditors, Gordon Levy Limited, will be proposed for appointment in accordance with Section 486 of the Companies Act 2006.




































The above report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime as set out in Part 15 of the Companies Act 2006.

Signed on behalf of the board

U. Marchand
Director
21 September 2025

at	31 December 2024
Company No.		08129184	Notes	2024	2023
					Restated
				£	£
Fixed assets

	Tangible assets		5	21,425	37,722

	Investments		6	1	1
				21,426	37,723
Current assets

	Debtors		7	1,574,625	3,099,282

	Cash at bank and in hand			11,818,145	2,256,630
				13,392,770	5,355,912
Creditors: Amount falling due within one year			8	(13,012,205)	(2,980,991)
Net current assets				380,565	2,374,921
Total assets less current liabilities				401,991	2,412,644




Net assets				401,991	2,412,644

Capital and reserves
	Called up share capital			109	109


	Capital redemption reserve		11	184,620	90,911
	Profit and loss account		11	217,262	2,321,624

Total equity				401,991	2,412,644



These accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime of the Companies Act 2006.





The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.



As permitted by section 444 (5A)of the Companies Act 2006 the directors have not delivered to the Registrar a copy of the company's profit and loss account.

Approved by the board on 21 September 2025 and signed on its behalf by:
U. Marchand
Director
21 September 2025

for the year ended 31 December 2024

General information

Tebex Limited is a private company limited by shares and incorporated in England and Wales.

The company's registered number is: 08129184

The address of the company's registered office is:

201 Haverstock Hill

Second Floor C/O Fkgb

London

England

NW3 4QG

The accounts have been prepared in accordance with FRS 102 Section 1A - The Financial Reporting Standard applicable in the UK and Republic of Ireland (January 2022) and the Companies Act 2006.

Going concern

These financial statements have been prepared on a going concern basis. The director, having considered the financial position of the company for a period of at least twelve months from the date of signing these financial statements, has no reason to believe that a material uncertainty exists that may cast doubt about the ability of the company to continue as a going concern. Accordingly the director has a reasonable expectation that the company will continue in operational existence and therefore he continues to adopt the going concern basis of accounting to prepare the financial statements.

Accounting policies

Turnover

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 determinable and collectability is probable.

Intangible fixed assets

Intangible fixed assets are carried at cost less accumulated amortisation and impairment losses.

Tangible fixed assets and depreciation

Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss.

Depreciation is provided at the following annual rates in order to write off the cost or valuation less the estimated residual value of each asset over its estimated useful life:

Plant and machinery

33% Straight line

Research and development costs

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.

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.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the profit and loss account because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible timing differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Current or deferred tax for the year is recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

Investments

Unlisted investments (except those held as subsidiaries, associates or joint ventures) are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, any changes in fair value are recognised in profit and loss. Investments in subsidiaries are measured at cost less accumulated impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts.

Trade and other 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.

Foreign currencies

The functional and presentational currency of the company is Sterling. The accounts are rounded to the nearest pound.

Transactions in currencies, other than the functional currency of the Company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. all differences are taken to the profit and loss account. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.

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.

Leases

Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the assets have passed to the company, are capitalised in the balance sheet as tangible fixed assets and are depreciated over their useful lives. The capital elements of future obligations under the leases are included as liabilities in the balance sheet. The interest element of the rental obligation is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Assets held under hire purchase agreements are capitalised as tangible fixed assets and are depreciated over their useful lives. The capital element of future finance payments is included within creditors. Finance charges are allocated to accounting periods over the length of the contract.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Financial assets

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 identified, an impairment loss is recognised in profit or loss.

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.

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

Defined contribution pensions

The Company operates 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 payments obligations.

The contributions are recognised as expenses when they fall 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.

Share based payments

Share-based payment arrangements in which the entity receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the entity.

The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured based on using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. Where the terms and conditions of options are modified before they vest, the increase in the fair value of options, measured immediately before and after the modification, is also charged to the Profit and Loss account over the remaining vesting period.

Prior year adjustment

The comparative figures have been changed from the figures previously shown in the financial statements for the year ended 31 December 2023.

This has resulted in a reclassification from trade debtors to other debtors, a decrease of £483,425 in costs of sales, an increase of £498,377 in administrative expenses and an increase in intercompany creditors of £14,952.

4	Employees
			2024	2023
			Number	Number
		The average monthly number of employees (including directors) during the year was:	36	23

5	Tangible fixed assets
			Plant and machinery	Total
			£	£
		Cost or revaluation
		At 1 January 2024	56,128	56,128




		At 31 December 2024	56,128	56,128
		Depreciation
		At 1 January 2024	18,406	18,406
		Charge for the year	16,297	16,297



		At 31 December 2024	34,703	34,703
		Net book values
		At 31 December 2024	21,425	21,425
		At 31 December 2023	37,722	37,722

6	Investments
			Investment in Subsidiaries	Total
			£	£
		Cost or valuation
		At 1 January 2024	1	1



		At 31 December 2024	1	1
		Provisions/Impairment





		Net book values
		At 31 December 2024	1	1
		At 31 December 2023	1	1
		The investment in subsidiary company represents the whole share capital of Tebex Inc, a trading company registered in the USA.

7	Debtors
			2024	2023
				Restated
			£	£

		Amounts owed by group undertakings	743,819	406,781

		Deferred tax asset	13,297	13,297

		Loans to directors	1,629	2,241
		Other debtors	622,893	2,492,704
		Prepayments and accrued income	192,987	184,259
			1,574,625	3,099,282


		Note 3 contains the details of a prior year adjustment which impacts on this disclosure note.

8	Creditors:
		amounts falling due within one year
			2024	2023
				Restated
			£	£




		Trade creditors	206,900	77,694
		Amounts owed to group undertakings	4,356,734	1,947,056
		Taxes and social security	1,023,513	894,445
		Loans from directors	845	21,136
		Other creditors	7,273,503	433
		Accruals and deferred income	150,710	40,227
			13,012,205	2,980,991


		Note 3 contains the details of a prior year adjustment which impacts on this disclosure note.

9	Share based payments

	The company operates an employee share option plan, 108200 options have been granted in 2024 (2023: 115900) for shares in the ultimate parent company.
	Details of the share options outstanding during the year are as follows, presented in USD:
		Weighted average exercise price	Number	Weighted average exercise price	Number
		2024	2024	2023	2023

	Outstanding as at beginning of year	1.93	201,594	1.20	93,751
	Granted during the year	1.50	108,200	1.93	115,900
	Cancelled during the year	1.93	(40,882)	1.20	(8,057)
	Outstanding as at the end of the year
	Outstanding as at the end of the year	1.50	268,912	1.93	201,594

			2024		2023

			Black- scholes		Black- scholes

	Share price		2.83		2.58
	Exercise price		1.50		1.20
	Contractual life (years)		6.03		5.73
	Expected volatility		51.61%		50.00%
	Risk-free interest rate		4.11%		4.19%


			2024		2023
			£		£

	Equity-settled schemes		(184,620)		(90,911)

Share Capital

The total of ordinary shares was 10,881 ordinary shares valued at £0.01 each (2023: Total of ordinary shares was 10,881 of £0.01 each)

11	Reserves
			Capital redemption reserve	Total other reserves
			£	£



		Transfers	90,911	90,911
		At 31 December 2023 and 1 January 2024	90,911	90,911


		Transfers	93,709	93,709
		At 31 December 2024	184,620	184,620


		Capital redemption reserve - records the nominal value of shares repurchased by the company.

		Profit and loss account - includes all current and prior period retained profits and losses.

12	Dividends
			2024	2023
			£	£
		Dividends for the period:
		Dividends paid in the period	3,951,026	4,640,590

			3,951,026	4,640,590

		Dividends by type:

		Equity dividends	3,951,026	4,640,590
			3,951,026	4,640,590

Related party transactions

Control:

The immediate parent company is Overwolf UK Ltd a company incorporated and registered in England & Wales. The company's ultimate parent undertaking and the largest group in which the company's results are consolidated is Overwolf Ltd, a company incorporated and registered in Israel.

Copies of Overwolf Ltd's consolidated accounts maybe obtained from its registered office at 40 Tuval Street, Ramat Gan, 5252247, Israel.

Transactions:

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.

Audit of the accounts

Unqualified

The auditors were: Gordon Levy Limited

The senior statutory auditor was: Gordon Levy BA, FCA