Overwolf UK Limited Accounts






Overwolf UK Limited
Audited accounts
	Company No. 13918169
		Information for Filing with The Registrar
		31 December 2025

The Director presents his 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 that of a holding company.




Director

The Director who served at any time during the year was as follows:

U. Marchand














































The Director is responsible for preparing the Director's report and the accounts in accordance with applicable law and regulations.
Company law requires the director 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.


















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
27 July 2026

at	31 December 2025
Company No.		13918169	Notes	2025	2024
				£	£
Fixed assets



	Investments		5	16,585,517	14,228,723
				16,585,517	14,228,723






Creditors: Amount falling due within one year			6	(6,750)	(1,350)
Net current liabilities				(6,750)	(1,350)
Total assets less current liabilities				16,578,767	14,227,373




Net assets				16,578,767	14,227,373

Capital and reserves
	Called up share capital			8	6
	Share premium account		8	5,912,029	5,642,024


	Profit and loss account		8	10,666,730	8,585,343

Total equity				16,578,767	14,227,373

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 27 July 2026 and signed on its behalf by:

U. Marchand
Director
27 July 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

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

The company's registered number is: 13918169

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

The Company is a non‑trading holding company with no bank account, no cash balances and net current liabilities of £6,750 at the reporting date, and is therefore dependent on group support to meet its liabilities as they fall due. Its subsidiary, Tebex Limited, is profit‑making, has strong year‑end financial results, holds cash of approximately £3.4 million and has positive net assets, and the director has confirmed that there are no post‑balance‑sheet events affecting this assessment. In light of the financial strength of the wider group, the director considers it appropriate to prepare the financial statements on a going‑concern basis.

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 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.

Valuation of investment in subsidiary

The carrying amount of the Company's investment in subsidiary is determined using the total purchase
consideration specified in the Share Purchase Agreement (SPA), including initial consideration and
deferred consideration arising under the earn-out arrangement. Determining the amount of deferred
consideration requires judgement, particularly in interpreting the contractual earn-out mechanism and
assessing the subsidiary’s financial performance over the earn-out period. The valuation incorporates
actual results for each earn-out period, the performance metrics and percentages set out in the SPA, and
the agreed allocation between cash settlement and share-based settlement.

Investments

Investments in subsidiary undertakings are recognised at cost, including any directly attributable
transaction costs. Cost includes the initial purchase consideration and any deferred or contingent
consideration arising under the Share Purchase Agreement, including amounts settled through earn-out
payments or share-based settlement. Subsequent to initial recognition, investments are carried at cost
less impairment. Investments are assessed for indicators of impairment at each reporting date. Where
such indicators exist, the recoverable amount is estimated and any impairment loss is recognised
immediately in profit or loss.

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.

Financial instruments

Financial assets measured at cost or amortised cost are reviewed at each reporting date for objective
evidence of impairment, with any impairment loss recognised in profit or loss.

For assets measured at amortised cost, impairment is measured as the difference between the carrying
amount and the present value of estimated future cash flows discounted at the asset’s original effective
interest rate.

For assets measured at cost less impairment, impairment is measured as the difference between the
carrying amount and the asset’s recoverable amount at the reporting date.

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

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.

3	Employees
			2025	2024
			Number	Number
		The average monthly number of employees (including directors) during the year was:	0	0

4	Taxation
		(a) Tax on profit on ordinary activities	2025
		The tax charge is made up as follows:	£
		UK corporation tax










		(b) Factors affecting the total tax charge for the period
		The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are reconciled below:
		Lower	2025	2024
		-520347	£	£
		Profit on ordinary activities before tax	2,081,387	3,950,873

		Standard rate of corporation tax in the United Kingdom	25%	25%

		Profit on ordinary activities multiplied by standard rate of corporation tax in the United Kingdom	520,347	987,718
		Expenses not deductible for tax purposes	1,350	-

		Utilisation of tax losses	337	338

		Non-taxable income	(522,034)	(988,056)

5	Investment in subsidiary undertaking
			Other investments	Total
			£	£
		Cost
		At 1 January 2025	14,228,723	14,228,723
		Additions - deferred consideration (earn-out payments)	2,088,137	2,088,137
		Additions - share-based settlement	268,657	268,657


		At 31 December 2025	16,585,517	16,585,517
		Impairment





		Net book values
		At 31 December 2025	16,585,517	16,585,517
		At 31 December 2024	14,228,723	14,228,723






		The investment in subsidiary company represents the whole share capital of Tebex Limited, a trading company registered in England & Wales. The investment is recognised at cost less impairment. The movement in the year represents additional cost recognised by the Company, in respect of deferred consideration under the earn-out agreement, together with share-based settlement issued by the Company.
		Valuation of investment
		The carrying value of the Company’s investment of £16,585,517 reflects the total purchase consideration payable under the Share Purchase Agreement (“SPA”), comprising the initial purchase price and the deferred consideration arising from the earn-out arrangement. The earn-out mechanism determines additional purchase consideration based on Tebex Limited’s actual financial performance over the three-year earn-out period specified in the SPA.
		The deferred consideration has been calculated using the performance metrics and percentages set out in the SPA and applied to the subsidiary’s results for each earn-out year. Amounts legally structured as dividends under the SPA have been treated as deferred purchase consideration, applying the substance-over-form principle, and have therefore been capitalised as part of the cost of the investment. Deferred consideration includes both cash-based settlement and equity instruments issued by the Company as part of the agreed consideration structure.
		The valuation is based on:
		• actual financial results for each earn-out period
		• the contractual earn-out formula and thresholds
		• the agreed allocation between cash settlement and share-based settlement
		• management’s assessment that no indicators of impairment were present at the reporting date.
		As the valuation is based on actual performance rather than estimates, sensitivity to changes in assumptions is limited.

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









		Accruals and deferred income	6,750	1,350
			6,750	1,350

Share Capital

The company has 8 ordinary shares of £1 each, amounting to a total share capital of £8 (2024: 6 ordinary shares of £1 each). During the year, the Company issued 2 ordinary shares of £1 each as part of the settlement of deferred consideration under the earn‑out arrangement relating to the acquisition of Tebex Limited. The shares were issued for non‑cash consideration, being the agreed share‑based element of the earn‑out. The total consideration for the share issue was £270,007, comprising £2 nominal value and £270,005 credited to the share premium account. This has been recognised as an increase in the cost of the investment in Tebex Limited.

Reserves

Share premium account - includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

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

Ultimate controlling party and exemption from consolidation

These financial statements present the Company’s separate financial statements. The Company has not
prepared consolidated financial statements for the year as it continues to be exempt from the
requirement to do so under section 401 of the Companies Act 2006, on the grounds that its results and
those of its subsidiary are included in the consolidated financial statements of its parent undertaking.
The company's immediate parent undertaking is Overwolf Ltd, a private company incorporated and
registered in Israel. The company's ultimate parent undertaking is Overwolf Ltd. The director's consider
the ultimate controlling party to be Overwolf Ltd, by virtue of its share ownership. No individual is
regarded as the ultimate controlling party. The smallest and largest group in which the company's results
are consolidated, is Overwolf Ltd. Copies of Overwolf Ltd's consolidated financial statements can be
obtained from its registered office at 40 Tuval Street, Ramat Gan, 5252247, Israel.

Related party transactions

The Company has taken advantage of the exemption available under paragraph 1A.6 of FRS 102 from
disclosing transactions with wholly owned members of the same group. All related-party transactions
during the year were with entities that are wholly owned within the Overwolf group and therefore qualify
for this exemption.

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