Tebex Limited Accounts






Tebex Limited
Audited accounts
	Company No. 08129184
		Information for Filing with The Registrar
		31 December 2025

The Directors present their report and the accounts for the year ended 31 December 2025.

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		(Resigned 7 July 2026)












































Statement of directors' responsibilities
The Directors are responsible for preparing the Directors' report and the accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with united Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these accounts, the directors are required to:
*	select suitable accounting policies and then apply them consistently;
*	make judgments and estimates that are reasonable and prudent;
*	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

















Auditors
The auditors, Gordon Levy Limited, are deemed to be reappointed under Section 487(2) of the companies Act 2006.

Statement of disclosure of information to auditor
So far as the directors are aware, there is no relevant audit information of which the company's auditors are unaware and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant information and to establish that the company's auditors are aware of that information.

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
23 August 2026

at	31 December 2025
Company No.		08129184	Notes	2025	2024
				£	£
Fixed assets

	Tangible assets		4	12,810	21,425

	Investments		5	1	1
				12,811	21,426
Current assets

	Debtors		6	6,026,832	1,574,625

	Cash at bank and in hand			3,396,020	11,818,145
				9,422,852	13,392,770
Creditors: Amount falling due within one year			7	(9,084,361)	(13,012,205)
Net current assets				338,491	380,565
Total assets less current liabilities				351,302	401,991

Provisions for liabilities
	Deferred taxation		10	-	-

Net assets				351,302	401,991

Capital and reserves
	Called up share capital			109	109


	Other reserves		10	348,627	184,620
	Profit and loss account		10	2,566	217,262

Total equity				351,302	401,991

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 23 August 2026 and signed on its behalf by:

U. Marchand
Director
23 August 2026






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.

for the year ended 31 December 2025

General information and basis of preparation

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 financial statements have been prepared under the historical cost convention, unless otherwise stated, and in accordance with FRS 102 Section 1A , the Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates and is rounded to the nearest pound.

Going concern

These financial statements have been prepared on a going concern basis. The directors, having considered the financial position of the company for a period of at least twelve months from the date of signing these financial statements, have 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 directors have a reasonable expectation that the company will continue in operational existence and therefore they continue to adopt the going concern basis of accounting to prepare the financial statements.

Accounting policies

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Significant judgements

Revenue recognition - principal versus agent

Management has assessed the Company's role in transactions processed through its online platform. The Company facilitates the sale of digital products by third-party creators and has concluded that it acts as agent in these transactions. Accordingly, revenue is recognised only in respect of the commission earned by the Company, with amounts collected on behalf of creators excluded from revenue. This assessment requires judgement regarding the nature of the Company's contractual arrangements and responsibilities in the transaction process.

Key sources of estimation uncertainty

Share-based payments

The Company operates share-based payment arrangements. The determination of the related charge requires estimates to be made regarding the fair value of options granted and, where applicable, assumptions relating to vesting conditions and expected option exercises.

Accruals and trade creditors

The Company records accruals and trade creditors in respect of costs incurred but not yet invoiced or settled at the reporting date. Determining these balances requires management to estimate the value and timing of obligations based on available information and historical experience.

Turnover

Revenue represents commissions and subscription income earned from the provision of services through
the Company's online platform.

The Company operates a platform through which third-party creators sell digital products to customers.
In relation to these transactions, the Company acts as agent and therefore recognises as revenue only the
commission to which it is entitled for facilitating the sale. Amounts collected from customers on behalf of
product creators do not form part of the Company's revenue.
Commission income is recognised when the underlying transaction has been completed and the amount
of revenue can be measured reliably. Subscription income is recognised over the period to which the
subscription relates.

Revenue is measured at the fair value of consideration receivable, net of value added tax.

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.

Investments

Investments in subsidiary undertakings are stated at cost less any provision for impairment. The carrying
value of investments is reviewed for impairment if events or changes in circumstances indicate that the
carrying value may not be recoverable.

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.

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.

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.

Taxation

Taxation comprises current and deferred tax. Current tax is recognised at the amount expected to be paid using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in respect of timing differences that have originated but not reversed at the balance sheet date. Deferred tax assets are recognised to the extent that it is probable that they will be recovered. Deferred tax is measured using tax rates enacted or substantively enacted at the balance sheet date.

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.

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.

3	Employees
			2025	2024
			Number	Number
		The average monthly number of employees (including directors) during the year was:	46	36

4	Tangible fixed assets
			Plant and machinery	Total
			£	£
		Cost or revaluation
		At 1 January 2025	56,128	56,128
		Additions	6,329	6,329



		At 31 December 2025	62,457	62,457
		Depreciation
		At 1 January 2025	34,703	34,703
		Charge for the year	14,944	14,944



		At 31 December 2025	49,647	49,647
		Net book values
		At 31 December 2025	12,810	12,810
		At 31 December 2024	21,425	21,425

5	Investments
			Investment in Subsidiaries	Total
			£	£
		Cost or valuation
		At 1 January 2025	1	1



		At 31 December 2025	1	1
		Provisions/Impairment





		Net book values
		At 31 December 2025	1	1
		At 31 December 2024	1	1






		The investment in subsidiary company represents the whole share capital of Tebex Inc, a company incorporated in Delaware, United States.

6	Debtors
			2025	2024
			£	£

		Amounts owed by group undertakings	3,382,794	743,819

		Deferred tax asset (see note 8)	12,460	13,297

		Loans to directors	-	1,629
		Other debtors	10,479	622,893
		Prepayments and accrued income	2,621,099	192,987
			6,026,832	1,574,625


		At the beginning of the year, the company had an unsecured, interest-free loan to a director of £1,629, repayable on demand. During the year, £1,629 was repaid in full. There was no balance outstanding at 31 December 2025.

7	Creditors:
		amounts falling due within one year
			2025	2024
			£	£




		Trade creditors	160,394	206,900
		Amounts owed to group undertakings	20,903	4,356,734
		Taxes and social security	1,316,988	1,023,513
		Loans from directors	-	845
		Other creditors	7,523,423	7,273,503
		Accruals and deferred income	62,653	150,710
			9,084,361	13,012,205





		Other creditors predominately relates to monies owed to the Hyperwallet at the year end date.

8	Deferred taxation
			Accelerated Capital Allowances, Losses and Other Timing Differences	Total
			£	£
		At 1 January 2025	(13,297)	(13,297)
		Charge to the profit and loss account for the period	837	837

		At 31 December 2025	(12,460)	(12,460)

		Deferred tax asset (see note 6)
			2025	2024
			£	£



		Other timing differences	(12,460)	(13,297)
			(12,460)	(13,297)

Share Capital

The total of ordinary shares was 10,881 ordinary shares valued at £0.01 each (2024: Total of ordinary shares was 10,881 of £0.01 each)

10	Reserves
			Capital redemption reserve	Total other reserves
			£	£
		At 1 January 2024	90,911	90,911


		Transfers	93,709	93,709
		At 31 December 2024 and 1 January 2025	184,620	184,620


		Transfers	164,007	164,007
		At 31 December 2025	348,627	348,627


		Other reserves - represents amounts recognised in equity in respect of share-based payment arrangement.

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

11	Dividends
			2025	2024
			£	£
		Dividends for the period:
		Dividends paid in the period	2,088,537	3,951,026

			2,088,537	3,951,026

		Dividends by type:

		Equity dividends	2,088,537	3,951,026
			2,088,537	3,951,026

Ultimate controlling party

The company is a parent undertaking but has not prepared consolidated financial statements as it is exempt from the requirement to do so by virtue of section 400 of the Companies Act 2006. 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 may be obtained from its registered office at 40 Tuval Street, Ramat Gan, 5252247, Israel.

Related party 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

The directors have required the company to obtain an audit.

Unqualified.

The auditors were:

Gordon Levy Limited

The senior statutory auditor was:

Gordon Levy BA, FCA