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Registered number: 12203117 (England and Wales) ONBE LTD DIRECTOR'S REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
ONBE LTD
COMPANY INFORMATION
Director | W E Woodson
Registered number | 12203117
Registered office | Birchin Court
| 5th Floor
| 19-25 Birchin Lane
| London
| United Kingdom
| EC3V 9DU
Independent auditors | ZEDRA Corporate Reporting Services (UK) Limited
ONBE LTD
CONTENTS
| Page
Balance Sheet | 1
Statement of Changes in Equity | 2
Notes to the Financial Statements | 3 - 7
ONBE LTD REGISTERED NUMBER:12203117
BALANCE SHEET AS AT 31 DECEMBER 2024
|  |  |  | As restated
|  | 2024 |  | 2023
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 4 | - |  | 6,582 |
Debtors: amounts falling due within one year | 4 | 307,964 |  | 308,274 |
Bank and cash balances |  | 49,056 |  | 15,005 |
|  | 357,020 |  | 329,861 |
Creditors: amounts falling due within one year | 5 | (74,595) |  | (64,392) |
Net current assets |  |  | 282,425 |  | 265,469
Total assets less current liabilities |  |  | 282,425 |  | 265,469
Net assets |  |  | 282,425 |  | 265,469
Capital and reserves |  |  |  |  |
Called up share capital | 6 |  | 1 |  | 1
Other reserves | 7 |  | 497,128 |  | 497,128
Profit and loss account |  |  | (214,704) |  | (231,660)
|  |  | 282,425 |  | 265,469
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:
W E Woodson
Director
Date: 19 November 2025
The notes on pages 3 to 7 form part of these financial statements. Page 1
ONBE LTD
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 (as previously stated) | 1 | - | (244,975) | (244,974)
Prior year adjustment | - | 497,128 | - | 497,128
At 1 January 2023 (as restated) | 1 | 497,128 | (244,975) | 252,154
Profit for the year | - | - | 13,315 | 13,315
At 1 January 2024 (as previously stated) | 1 | - | (231,660) | (231,659)
Prior year adjustment | - | 497,128 | - | 497,128
At 1 January 2024 (as restated) | 1 | 497,128 | (231,660) | 265,469
Profit for the year | - | - | 16,956 | 16,956
At 31 December 2024 | 1 | 497,128 | (214,704) | 282,425
Page 2
ONBE LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies
| 1.1 | 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 1.2 | Going concern
The Company is in a net asset position. Due to the Company's business model being solely a transfer pricing arrangement with the ultimate parent company, Onbe, Inc., the Company is reliant upon the continued support of the parent company in order to continue operating. The Company has received written confirmation from its ultimate parent company that it will continue to provide support for a period of at least 12 months from the date of signing these financial statements. Furthermore, the director has assessed the ability of the parent company to provide this support based upon their forecasts and have concluded that the parent will have sufficient working capital to provide necessary support. For this reason, the director continues to adopt the going concern basis in preparing the financial statements.
| 1.3 | 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. Page 3
ONBE LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies (continued)
| 1.4 | Revenue
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the intercompany service arrangement; and ∙the costs incurred under the intercompany service agreement can be measured reliably.
| 1.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 1.6 | Pensions
Defined contribution pension plan 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 payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 1.7 | 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. Page 4
ONBE LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies (continued)
| 1.8 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
| 1.9 | 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 held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.
| 1.10 | Creditors
Short-term creditors are measured at the transaction price.
2. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 19 November 2025 by Adam Wildbore FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
3. | Employees
| The average monthly number of employees during the year was 4 (2023 - 3).
4. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | - | 6,582
|  | - | 6,582
Page 5
ONBE LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Debtors (continued)
|  |  |  |  |  | As restated
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 290,007 | 299,242
| Other debtors | 17,957 | 9,032
|  | 307,964 | 308,274
5. | Creditors: Amounts falling due within one year
|  |  |  |  |  | As restated
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax | 5,917 | 3,598
| Other taxation and social security | 12,412 | 4,802
| Other creditors | 1,809 | 1,091
| Accruals and deferred income | 54,457 | 54,901
|  | 74,595 | 64,392
6. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share of £1.00 | 1 | 1
7. | Reserves
Other reserves In 2020, a capital contribution of £497,128 was made to the Company by its parent. The amount is classified as equity and is not repayable. Page 6
ONBE LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than one year | 9,418 | 32,538
| Later than one year and not later than five years | - | 8,135
|  | 9,418 | 40,673
9. | Prior year adjustment
During the year, management have identified that a balance of £497,128 has been incorrectly carried as an intercompany payable to the parent company. This balance should have been treated as a non-repayable capital contribution reserve in 2022. The impact presented in these financial statements is an increase in the Company's capital and reserves at 1 January 2023 of £497,128 and a reduction in the comparative creditors balance by the same amount. There were no adjustments to retained earnings or prior year profits as a result.
10. | Controlling party
Onbe Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 1209 Orange St, Wilmington, DE 19801, USA.
11. | Post balance sheet events
There was no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
Page 7