Registered No. 06317005

 

 

 

 

 

 

 

 

 

SIMPLEXO GROUP LIMITED

 

 

 

DIRECTORS' REPORT & FINANCIAL STATEMENTS

For the year ended 31st December 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Content

 

 

Page No.

 

 

Directors' Report

3 - 4

 

 

Profit & Loss Account

5

 

 

Balance Sheet

6

 

 

Notes to the Financial Statements

7 - 11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

SIMPLEXO GROUP LIMITED

 

The Directors' Report

 

Year ended 31 December 2024

 

The director presents his report and the Financial Statements for the year ended 31 December 2024.

 

Directors' responsibilities statement

The directors are responsible for preparing the financial statements in accordance with applicable laws and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. The director has elected to prepare the financial statements in accordance with UK Generally Accepted Accounting Principles (UK Accounting Standards and applicable law). Under company law directors must not approve the financial statements 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 for that period. In preparing these financial statements, the directors are required to:

-

select suitable policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent; and

-

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 are sufficient to 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.

 

Principal activity and review of business

The Company is the holding company for an investment in OmniIndex, Inc., which owns and develops technology, including various patents granted and pending, together with software applications and is based in the USA. The Company holds 73% of the issued common stock in OmniIndex Inc..

The Company is entitled to appoint a director to represent its interests on the board of OmniIndex, but is not able to exercise day to day control over its activities or contribute to the development of OmniIndex. Accordingly, and in order to provide a true and fair view, the financial statements are not presented on a consolidated basis.

 

The loss for the year after deduction of accrued interest of £ 79,566 (2023 £79,566) was £80,558 (2023 £80,030),

 

The principal liabilities of the Company comprise the 10% promissory notes and interest accrued thereon, the maturity date of which has been extended to 31 December 2024, together with other loans by directors and shareholders, on which interest also accrues at 10% per annum.

Repayment of the promissory notes and other loans is entirely dependent on a future sale of the Company's investment in OmniIndex Inc.

 

 

 

3

SIMPLEXO GROUP LIMITED

 

The Directors' Report

 

Year ended 31 December 2024

 

As explained in note 1, there is material uncertainty regarding the going concern basis. The financial statements have been prepared on the basis that a future sale of the investment in OmniIndex Inc. will generate sufficient funds to meet all liabilities, after deducting the associated costs of disposal. It also assumes that a majority of the promissory note holders will agree to extend further the maturity date and that the directors will continue to arrange such additional loans as are required to meet day to day expenses.

 

Directors

The directors who served the Company during the year were as follows:

 

G.T. Sewell

resigned 28 February 2025

P.J. Delf

 

 

Small company provisions

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

 

This report was approved by the board on 12 September 2025 and signed on its behalf by:

 

 

 

 

P.J. Delf

Director & Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

SIMPLEXO GROUP LIMITED

 

Profit & Loss Account

 

Year ended 31st December 2024

 

 

 

2024

2023

 

 

 

 

 

Note

£

£

 

 

 

 

Turnover

1

-

-

 

 

 

 

Administration expenses

3

992

463

 

 

 

 

Loss on ordinary activities before interest

 

992

463

 

 

 

 

Interest payable

 

79,566

79,566

 

 

 

 

Loss on ordinary activities before tax

 

80,558

80,030

 

 

 

 

Taxation

 

-

-

 

 

 

 

Loss for the year

 

80,558

80,030

 

The notes on pages 7 to 11 form part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

SIMPLEXO GROUP LIMITED

 

Balance Sheet

 

As at 31 December 2024

 

 

 

 

2024

 

2023

 

Note

 

£

 

£

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

Tangible fixed assets - investments

6

 

1,376,061

 

1,376,061

 

 

 

 

 

 

Current assets

 

 

 

 

 

Debtors

7

46,631

 

46,516

 

Cash

 

1,547

 

2,556

 

 

 

 

 

 

 

 

 

48,178

 

49,071

 

Creditors: Amounts due for payment

 

 

 

 

 

within one year

8

1,322,719

 

(1,243,055)

 

 

 

 

 

 

 

Net current assets

 

 

(1,274,542)

 

(1,193,983)

 

 

 

 

 

 

 

 

 

101,519

 

182,077

Capital and Reserves:

 

 

 

 

 

 

 

 

 

 

 

Called up share capital

9

 

64,614

 

64,614

Share premium

11

 

7,575,776

 

7,575,776

Profit & loss account

11

 

(7,538,871)

 

(7,458,313)

 

 

 

 

 

 

 

 

 

101,519

 

182,077

 

For the financial year ended 31 December 2024 the Company is entitled to exemption under the provisions of section 477 of the Companies Act 2006 relating to small companies.

No members have required the Company to obtain an audit of its accounts for the year in question in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibility for complying with the requirements of the Act with respect to accounting records and for the preparation of accounts.

The accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.

 

These financial statements were approved and authorised for issue by the director on 12 September 2025

 

 

 

P.J. Delf

Director

 

The notes on pages 7 to 11 form part of these financial statements

 

6

SIMPLEXO GROUP LIMITED

 

Notes to the Financial Statements

 

Year ended 31st December 2024

 

Simplexo Group Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 06317005 and the registered office is New Derwent House, 69-73 Theobalds Road, London WC1X 8TA

 

1     Accounting policies

 

1.1     Basis of preparation of financial statements

The financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland, and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

 

1.2     Going concern

The Company's only asset comprises 73% of the issued common stock in OmniIndex Inc.

The ability of the Company to meet its liabilities as set out in the balance sheet as they fall due is entirely dependent on the future sale of its investment in OmniIndex Inc.

 

The principal liabilities of the Company comprise the 10% promissory notes and interest accrued thereon, the maturity date of which has been extended to 31 December 2025, together with other loans by directors and shareholders, on which interest also accrues at 10% per annum.

Repayment of the promissory notes and the other loans is entirely dependent on a future sale of the Company's investment in OmniIndex Inc.

 

There is material uncertainty regarding the going concern basis. The financial statements are prepared on the basis that a future sale of the investment in OmniIndex Inc. will generate sufficient funds to meet all liabilities, after deducting the associated costs of disposal. It also assumes that a majority of the promissory note holders will agree to extend further the maturity date and that the director will continue to arrange additional loans to meet modest day to day expenses.

true

 

1.3     Foreign currencies

Assets and liabilities in foreign currencies are translated at rates prevailing at the balance sheet date. Gains and losses on other transactions are recognised when incurred. All currency gains and losses are dealt with in the profit and loss account.

 

1.4     Investments held as fixed assets

Investment in shares of subsidiary and associated companies are stated at cost, less provision for impairment.

 

1.5     Financial instruments

 

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument. Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

 

7

SIMPLEXO GROUP LIMITED

 

Notes to the Financial Statements

 

Year ended 31st December 2024

 

1.5     Financial instruments (continued)

 

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank. Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. The basis of accounting for options and warrants is set out in note 10.

 

2     Turnover

There was no turnover for the company in 2024 (2023 £nil).

 

3     Operating loss

 

2024

2023

 

£

£

The operating loss is stated after charging:

 

 

 

 

 

Interest accrued on promissory notes and other loans

79,566

79,566

 

4     Directors' remuneration

No remuneration was paid to the directors and the Company has no employees.

 

5     Taxation

No provision for corporation tax is required in view of the loss for the year.

 

6     Fixed asset investments

 

Investments in

 

Subsidiary companies

 

£

Cost

 

At 1 January 2024 and 31 December 2024

2,705,936

 

 

Impairments

 

At 1 January 2024 and 31 December 2024

(1,329,875)

 

 

At 31 December 2024

1,376,061

 

 

At 31 December 2023

1,376,061

 

 

 

 

 

8

SIMPLEXO GROUP LIMITED

 

Notes to the Financial Statements

 

Year ended 31st December 2024

 

7     Debtors

 

2024

2023

 

£

£

Uncalled share capital

46,516

46,516

Tax recoverable

115

-

 

 

 

 

46,631

46,516

 

8     Creditors: amounts falling due within one year

 

2024

2023

 

£

£

Loans from directors & shareholders

124,500

124,500

10% promissory notes

671,165

671,165

Accrued interest

526,957

447,390

 

 

 

 

1,322,621

1,243,055

 

9     Share Capital

 

2024

2023

Allotted, called up and fully paid

£

£

646,143 Ordinary Shares of £0.10 each

64,314

64,314

 

 

 

Uncalled

 

 

3001 Ordinary Share of £0.10 each

300

300

 

 

 

 

64,614

64,614

 

 

 

 

 

 

 

 

 

 

 

 

 

9

SIMPLEXO GROUP LIMITED

 

Notes to the Financial Statements

 

Year ended 31st December 2024

 

10     Summary of Share options & warrants to subscribe for Ordinary Shares of £0.10 each

 

2024

2023

EMI Share Option Scheme, exercisable at a price of £15.50

 

 

P J Delf

2,258

2,258

 

 

 

Unapproved options, exercisable at a price of £15.50

 

 

Former director

6,581

6,581

 

 

 

 

8,839

8,839

Warrants to subscribe for Ordinary Shares are as follows:

 

 

G T Sewell, exercisable at a price of £15.50

3,290

3,290

Others - exercisable at various prices between £12 - £15.50

85,429

169,508

 

 

 

 

88,719

172,798

 

Reductions in the number of options and warrants is due to the expiry of vesting dates.

 

Accounting for options and warrants: FRS 102 Section 1A - Small Entities requires the cost of options and warrants to be charged to the profit and loss account based to the extent that the fair market value of the options exceeds the exercise price. The directors have reviewed this and concluded that there are two types of options applicable to the group. These are incentive options for management and other personnel, plus options offered to investors subscribing in cash for new shares. The directors believe that the options have been awarded or otherwise granted with exercise values in excess of the fair market value of the Company's ordinary shares. Accordingly no cost has been charged to the profit and loss account.

 

11     Reserves

 

Share

Profit &

 

Premium

Loss Account

 

 

 

 

£

£

At 1 January 2024

7,575,776

7,458,313

Loss for the year

-

80,558

 

 

 

At 31 December 2024

7,575,776

7,538,871

 

 

 

 

 

 

 

10

SIMPLEXO GROUP LIMITED

 

Notes to the Financial Statements

 

Year ended 31st December 2024

 

12     Related party transactions

 

i)     Loans to the Company by directors and shareholders

 

 

Other

 

 

Directors

Shareholders

Total

 

£

£

£

 

 

 

 

Balance at 1 January 2024 & 31 December 2024

58,000

66,500

124,500

 

 

 

 

Accrued interest

29,524

34,548

64,072

 

 

 

 

Balance at 31 December 2024

87,524

101,048

188,572

 

ii)     Promissory Notes held by Directors

Two directors held 10% promissory notes at the beginning and end of the year totalling £40,851 At 31 December 2024 the total outstanding including accrued interest was £69,575 (2023 £65,490).

 

13     Principal subsidiaries

 

Country

Percentage

 

 

 

shareholding

Description

Simplexo Limited

England

100

Ordinary

OmniIndex Inc

USA

73

%

Ordinary (common stock)

 

14     Ultimate controlling party

At 31 December 2024 there was no ultimate controlling party.

 

 

 

 

 

 

 

 

 

 

 

 

11