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Company Registration No. 11977292 (England and Wales)
Simtelligence Technologies Ltd Annual Report and Accounts for the year ended 30 June 2025
Simtelligence Technologies Ltd Annual Report and Accounts Contents
Page
Company information
3
Statement of financial position
4
Notes to the accounts
5
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Simtelligence Technologies Ltd Company Information for the year ended 30 June 2025
Directors
Conectid Limited Michalakis Christofi
Secretary
Conectid Limited
Company Number
11977292 (England and Wales)
Registered Office
Conectid Group 20 - 22 Wenlock Road London N1 7GU England
- 3 -
Simtelligence Technologies Ltd Statement of financial position as at 30 June 2025
2025
2024
Notes
£
£
Fixed assets
Intangible assets
4
487,693
107,903
Tangible assets
5
20,375
52,375
508,068
160,278
Current assets
Inventories
6
13,750
23,219
Debtors
7
667,321
287,233
Cash at bank and in hand
18,923
215
699,994
310,667
Creditors: amounts falling due within one year
8
(399,732)
(101,648)
Net current assets
300,262
209,019
Total assets less current liabilities
808,330
369,297
Creditors: amounts falling due after more than one year
9
(574,998)
(239,550)
Net assets
233,332
129,747
Capital and reserves
Called up share capital
10
10,000
10,000
Profit and loss account
223,332
119,747
Shareholders' funds
233,332
129,747
For the year ending 30 June 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered 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 profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the Board of Directors and authorised for issue on 31 March 2026 and were signed on its behalf by
Conectid Limited Director Company Registration No. 11977292
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
1
Statutory information
Simtelligence Technologies Ltd is a private company, limited by shares, registered in England and Wales, registration number 11977292. The registered office is Conectid Group, 20 - 22 Wenlock Road , London, N1 7GU, England. The principal place of business is Conectid Group, 400 Thames Valley Park Drive, Reading, Berkshire, RG6 1PT, England.
2
Compliance with accounting standards
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime, including Financial Reporting Standard 102 Section 1A: Small Entities (‘FRS 102’), and the requirements of the Companies Act 2006. The Company qualifies as a small company and has applied the disclosure exemptions available under FRS 102 Section 1A. There were no material departures from these standards during the preparation of the financial statements. The financial statements are prepared under the historical cost convention, modified to include certain items at fair value where required by FRS 102.
3
Accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.
3.1 Basis of preparation
The financial statements are prepared under the historical cost convention, with fixed assets maintained at their original purchase price or production cost, subject only to depreciation, amortisation, and any necessary impairment adjustments. No revaluations were undertaken during the reporting period.
3.2. Presentation currency
The Company presents these financial statements in pounds sterling (£), its functional and presentational currency. Foreign currency transactions are translated using spot exchange rates at the transaction date. At period end, the Company retranslates foreign currency monetary items using the closing rate. For non-monetary items, the Company uses historical exchange rates for cost-based measurements and the rate at fair value determination for fair value measurements.
3.3. Turnover
The Company recognizes turnover at the fair value of consideration received or receivable, excluding discounts, rebates, value-added tax, and other sales taxes. For services rendered, revenue recognition occurs by reference to the contract's completion stage, measured by comparing costs incurred to total estimated contract costs.
3.4. Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less accumulated depreciation and any impairment losses. Cost includes directly attributable acquisition expenses. Depreciation is charged systematically to write off asset costs less residual values over their estimated useful lives, reviewed annually:
Plant & machinery
25%
Computer equipment
25%
Other tangible fixed assets
25%
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
3.5. Intangible fixed assets
The Company carries intangible fixed assets, including purchased goodwill, patents, software licences, and other capitalised intangible assets, at cost less accumulated amortisation. Amortisation is charged on a straight-line basis over assets' estimated useful lives, which are currently assessed at two years. The Company reviews carrying amounts annually for impairment indicators and recognises impairment losses when recoverable amounts fall below carrying values. Development costs are capitalised only when meeting FRS 102 recognition criteria; otherwise, they are expensed as incurred alongside all research costs.
3.6. Inventories
Inventories are measured at the lower of cost and net realisable value per FRS 102 Section 13, using the First-In, First-Out (FIFO) method. Cost includes purchase price and expenses to bring inventory to its present condition; net realisable value is the estimated selling price less completion and selling costs.
3.7. Deferred taxation
The Company provides fully for deferred tax arising from timing differences between taxation and accounting treatment of income and expenditure items. Deferred tax is calculated using tax rates expected to apply when timing differences reverse, based on current tax laws and rates. The Company does not discount deferred tax assets and liabilities. No deferred tax liability has been recognised in the current or prior periods. The Company's significant capital investments in intangible and tangible fixed assets have given rise to capital allowances and other tax reliefs that have been sufficient to eliminate the corporation tax liability in each period to date. As a result, there are no material net timing differences requiring recognition at the balance sheet date. The Company has incurred minor penalties in respect of late filing of corporation tax returns, attributable to the operational disruptions described elsewhere in these notes; however, no material corporation tax has been payable on the underlying trading profits to date.
3.8. Research and development
Research costs are expensed as incurred in accordance with FRS 102. Development costs are capitalised only when the recognition criteria under FRS 102 are met, including technical feasibility, intention to complete, and the ability to measure costs reliably. No development costs met the criteria for capitalisation during the current or prior year. The Company incurs significant expenditure on research and development activities in connection with its connectivity services and cloud solutions; the quantum of qualifying R&D expenditure is assessed as part of the Company's corporation tax compliance process.
3.9. Foreign exchange
The Company conducts substantial operations in foreign currencies, including U.S. Dollar (USD), Euro (EUR), Hong Kong Dollar (HKD), Chinese Yuan (CNY), and Japanese Yen (JPY). Foreign currency transactions are translated into sterling using spot exchange rates at the transaction date.At each period end, monetary items denominated in foreign currencies are retranslated at the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction; non-monetary items measured at fair value are translated using the rate at the date the fair value was determined. Exchange differences are recognised in profit or loss in the period in which they arise. The Company manages currency risk by matching payable and receivable currencies where feasible, creating natural hedges to stabilise cash flows. The directors note that the Company's increased reliance on offshore banking arrangements during the year has heightened its exposure to exchange rate movements, as discussed further in Note 3.11.
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
3.10. Government grants
The Company recognises government grants in accordance with FRS 102 Section 24 when there is reasonable assurance that the grant conditions will be met and the grant will be received. Income-related grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises the related costs. Capital grants relating to fixed assets are either deferred and recognised over the useful life of the asset or deducted from the carrying amount of the asset.
3.11. REGULATORY AND OPERATIONAL DISRUPTIONS
The Company, as a subsidiary of Conectid Group (the "Group"), has been materially affected by a series of interconnected events since 2019 involving banking fraud, law enforcement misidentification, and regulatory failures. While the following events relate primarily to the Group and its directors, the operational and financial consequences have had a direct and significant impact on the Company. The directors consider these matters to be material and have disclosed them in accordance with FRS 102 and the Companies Act 2006 requirement for a true and fair view of the Company's affairs. Background (2019–2020) In 2019, the Group identified transactional irregularities involving a UK-based FCA-regulated financial institution ("Institution A") through which the Group maintained banking facilities. Outgoing payments were debited but did not reach recipients, and incoming funds were not recorded in the Group's accounts. These matters were reported to Thames Valley Police ("TVP"), Action Fraud, the Financial Conduct Authority ("FCA"), and the Financial Ombudsman Service ("FOS"). Separately, in early 2020 the Group was defrauded of approximately €852,000 in a PPE procurement transaction during the COVID-19 pandemic. Dutch law enforcement authorities, being the agreed lead jurisdiction for the investigation, recognised the Group's directors as victims. However, TVP classified the directors as suspects in connection with the same matter and arrested one director in February 2020, seizing the Group's electronic devices. The devices were returned with all data erased, causing significant loss of business records and operational disruption. Dutch prosecutors subsequently confirmed in writing to UK authorities that the directors were victims and key witnesses, not suspects. Misidentification and Banking Restrictions (2021–2024) Despite multiple requests from the Group and confirmations from international authorities, including the Royal Marechaussee (February 2020), the Dutch Public Prosecutor (September 2020), and the North Holland District Court (October 2021), TVP did not correct its records. The continued classification of the directors as suspects led to the progressive closure of the Group's UK banking facilities by multiple financial institutions relying on the same uncorrected police records. In July 2024, the South East Regional Organised Crime Unit ("SEROCU"), acting under TVP, obtained Account Freezing Orders ("AFOs") against the Group's remaining UK bank accounts under the Proceeds of Crime Act 2002. On 19 September 2024, Reading Magistrates' Court discharged the AFOs. SEROCU acknowledged the court's determination that the directors were not suspects and that the Group had cooperated extensively with earlier investigations, facilitating arrests of the actual perpetrators. The court affirmed that no wrongdoing could be attributed to the Group or its directors. Financial Ombudsman Service Proceedings The Group submitted multiple complaints to the FOS regarding Institution A's conduct. During 2024, correspondence obtained by the Group indicated that Institution A had admitted to the FOS that it used client funds for its own operational purposes without the Group's consent, potentially breaching FCA Client Assets Sourcebook ("CASS") rules. The FOS found that client funds were involved; however, it did not classify the matter as fraud, did not refer it to the police or other authorities, and instead directed it to the insolvency practitioners appointed to manage Institution A's affairs. The directors note that Institution A's directors chose to enter a creditors' voluntary liquidation rather than the Special Administration Regime applicable to investment firms under the Investment Bank Special Administration Regulations 2011. The Group considers that this route provided significantly less protection to client fund creditors and limited the scope of investigation into the treatment of client money. The liquidation concluded with limited investigation into the Group's claims, and the Group continues to pursue recovery through available legal channels.
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
Separately, the FOS has declined jurisdiction over the Group's complaints, citing that the Group exceeds the turnover thresholds for eligible complainants under FCA DISP rules. The Group contests this decision, arguing that the FOS relied on outdated 2021 financial projections instead of current evidence, such as official tax returns, liquidation certificates for dissolved subsidiaries, and cessation-of-trading records. The Group's reduced turnover is itself a direct result of the fraud and banking restrictions that are the subject of the complaints, the Group was compelled to dispose of multiple subsidiaries and assets between 2020 and 2022 to survive. Additionally, the Group's statutory financial statements are prepared on the basis that each entity qualifies as a small company under the Companies Act 2006. The Group has initiated pre-action correspondence under the Judicial Review Pre-Action Protocol, challenging the FOS's jurisdictional decisions. Quantified Financial Impact on the Group The directors estimate the following direct financial impacts on the Group arising from these events: - Funds lost through Institution A: £418,500 - Legal costs incurred (2020–2025): in excess of £250,000 - Extraordinary operating costs from banking restrictions: in excess of £620,000 - Asset disposals at below-market value (2020–2022): estimated discount of £1.2 million - Cancelled or imperilled contracts: approximately £4 million These figures represent management's best estimates based on available information. The true financial impact, including opportunity costs and reputational damage, is considered to be substantially higher. Mitigation Measures To maintain operational continuity, the Group has established offshore banking arrangements, negotiated extended supplier payment terms of 60–90 days, and implemented cross-Group cash pooling facilities. Conectid Limited, the parent company, has made available approximately £1.5 million in credit facilities to support the Group's subsidiary working capital requirements, including the company. The directors have personally funded the significant majority of legal costs to avoid burdening the Group's resources. The Company has also made significant investment in proprietary software and hosting infrastructure, enabling core services to be delivered in-house rather than through third-party providers. This has materially reduced the Company's cost base and improved gross margins, contributing to a profitable result for the year despite the ongoing operational constraints. Accounting Treatment In accordance with FRS 102 Section 21, no contingent assets have been recognised in these financial statements in respect of potential recoveries from legal proceedings. While the directors believe substantial claims exist against multiple parties, the inherent uncertainty regarding timing and outcome precludes recognition. Any future recovery will be recognised in the period in which it becomes virtually certain. All direct costs have been charged to profit or loss in the period incurred.
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
3.12. GOING CONCERN
The directors have prepared these financial statements on a going concern basis, having assessed the Company's ability to meet its obligations for at least twelve months from the date of approval of these accounts. The Company delivered a profitable result for the year, with turnover increasing by approximately 24% and profit before taxation increasing more than fivefold. The Company's strategic investment in proprietary software and hosting infrastructure has materially reduced its cost base and improved gross margins, demonstrating the Company's ability to generate sustainable profits even under constrained banking conditions. Cash flow forecasts for the twelve months from the date of approval, incorporating the current banking restrictions and anticipated legal costs, indicate that the Company can sustain operations throughout this period. The directors acknowledge that a material uncertainty exists in relation to the timeline for restoring full UK banking access, which is dependent on the correction of police records and the resolution of ongoing legal proceedings. However, the following mitigating factors support the going concern assessment: - Diversified offshore banking relationships established since mid-2024; - Confirmed revenue streams from overseas clients unaffected by UK banking restrictions; - Credit facilities of approximately £1.5 million available from Conectid Limited, the parent company; - Extended supplier payment terms of 60–90 days; - The Company's demonstrated ability to generate profit under current constrained conditions; and - Strategic cost reductions and in-house service delivery reducing reliance on third-party costs. Stress testing of severe but plausible downside scenarios, including prolonged banking restrictions and adverse legal outcomes, indicates that sufficient mitigating actions are available to ensure operational continuity. While the directors have identified a material uncertainty in relation to the restoration of UK banking facilities, they do not consider that this uncertainty casts significant doubt on the Company's ability to continue as a going concern, having regard to the mitigating factors set out above and the post-balance sheet restoration of UK banking facilities described in Note 18. No adjustments have been made to the financial statements that would be required if the Company were unable to continue as a going concern.
3.13. PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties facing the Company are: Banking Restrictions and Legal Proceedings The Company's UK banking facilities remain restricted as a consequence of uncorrected police records, notwithstanding the discharge of Account Freezing Orders by Reading Magistrates' Court in September 2024, at which the court affirmed that no wrongdoing could be attributed to the Group or its directors. Multiple financial institutions continue to withhold services, citing anti-money laundering and data protection obligations. The Company is reliant on offshore banking arrangements, which carry higher transaction costs and increased foreign exchange exposure. The directors are pursuing resolution through legal and regulatory channels; however, the timeline remains uncertain. Foreign Exchange Risk The Company's cost base includes significant foreign currency exposures, principally USD, EUR, and CNY. The increased reliance on offshore banking has heightened the Company's exposure to exchange rate movements. The Company mitigates this risk through natural hedging where feasible. Customer and Supplier Concentration A significant proportion of turnover is derived from transactions with group companies. The directors consider this appropriate given the Group's integrated business model, but acknowledge the concentration risk inherent in this structure. Technology and Competition The data hosting and connectivity services market is subject to rapid technological change. The Company mitigates this risk through continued investment in software and infrastructure, as evidenced by the current year's intangible asset additions.
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
Regulatory Compliance The Company operates UK-based data hosting facilities subject to UK GDPR and the Data Protection Act 2018. Changes to international data transfer regulations or geopolitical developments affecting UK-PRC relations could impact the Company's service delivery model.
4
Intangible fixed assets
Other
£
Cost
At 1 July 2024
215,806
Additions
975,386
At 30 June 2025
1,191,192
Amortisation
At 1 July 2024
107,903
Charge for the year
595,596
At 30 June 2025
703,499
Net book value
At 30 June 2025
487,693
At 30 June 2024
107,903
These intangible assets primarily consist of software licences and other capitalised intangible assets related to the Company's connectivity services and cloud solutions. In accordance with the policy outlined in Note 3.5, intangible fixed assets are carried at cost less accumulated amortisation, with amortisation charged on a straight-line basis over their estimated useful lives, currently assessed at two years. While the directors believe the useful life of these assets could exceed two years, they have adopted a prudent approach by amortising them over two years given the rapidly evolving nature of the technology industry. This ensures the financial statements remain conservative. The directors are confident that the benefits of these assets will extend beyond the two-year amortisation period. The software and related intangible assets support the Company's current operations and provide a competitive advantage as a provider of UK/EU-based hosting services for smart consumer technologies manufactured overseas. The Company provides these services for all OEM and ODM products manufactured, procured, and sourced by the Group, and has been recommended by its Chinese manufacturing partners for similar engagements. This market position is expected to provide long-term value. The Company reviews the carrying amounts of its intangible assets annually for impairment indicators, recognising impairment losses if the recoverable amount falls below the carrying value, as required by FRS 102. No such impairment was identified in 2025.
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
5
Tangible fixed assets
Plant & machinery
Computer equipment
Total
£
£
£
Cost or valuation
At cost
At cost
At 1 July 2024
50,000
78,000
128,000
At 30 June 2025
50,000
78,000
128,000
Depreciation
At 1 July 2024
25,000
50,625
75,625
Charge for the year
12,500
19,500
32,000
At 30 June 2025
37,500
70,125
107,625
Net book value
At 30 June 2025
12,500
7,875
20,375
At 30 June 2024
25,000
27,375
52,375
6
Inventories
2025
2024
£
£
Finished goods
13,750
23,219
13,750
23,219
In accordance with UK accounting standards, the inventory of the company is valued at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. This approach ensures that the inventory is not stated above its recoverable amount, providing a true and fair view of the company's financial position.
7
Debtors
2025
2024
£
£
Amounts falling due within one year
Trade debtors
667,321
287,233
8
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans and overdrafts
1,230
1,230
Trade creditors
123,502
100,418
Amounts owed to group undertakings and other participating interests
275,000
-
399,732
101,648
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Amounts owed to group undertakings and other participating interests
574,998
239,550
As at the balance sheet date, the Company owed £574,998 (2024: £239,550) to Conectid Group undertakings, classified as falling due after more than one year. This balance represents interest-free financial support provided by the Conectid Group, the parent entity, to support the Company's working capital requirements and operational continuity during the period of banking restrictions described in Note 3.11. The increase of £335,448 during the year reflects the additional Group funding required to support the Company's expanded operations, including its significant investment in intangible assets, while UK banking facilities remain restricted. In accordance with FRS 102, this amount is classified as a long-term liability on the basis that repayment is not expected within the next twelve months. The directors acknowledge the Conectid Group's continued commitment to the Company's financial stability, which forms a critical component of the going concern assessment set out in Note 3.13.
10
Share capital
2025
2024
£
£
Allotted, called up and fully paid:
1,000 Ordinary shares of £10 each
10,000
10,000
11
Capital commitments
2025
2024
£
£
At the balance sheet date, the Company had no material capital commitments contracted for but not provided in these financial statements (2024: £nil). The Company continues to invest in UK-based cloud hosting infrastructure and software licensing as part of its core business operations. Future capital expenditure will be determined by commercial requirements, customer demand, and the availability of financing, and will be disclosed in the period in which contractual commitments arise.
12
Contingent liabilities
As at the balance sheet date, the Company had no contingent liabilities requiring recognition or disclosure under FRS 102 Section 21, other than as set out below. The Company operates UK-based cloud hosting and data processing facilities as an alternative to overseas hosting arrangements for smart consumer products. This service model is subject to the following risks which, while not currently giving rise to contingent liabilities, are monitored by the directors on an ongoing basis: potential changes to international data transfer regulations; geopolitical developments affecting UK-PRC relations; and cybersecurity threats inherent in cloud-based service delivery. The directors have assessed these risks and determined that the likelihood of a material outflow of economic benefits remains remote. The legal proceedings and regulatory matters described in Note 3.11 may give rise to claims by or against the Company or the wider Group. No contingent liabilities have been recognised in respect of these matters. No contingent assets have been recognised in respect of potential recoveries, as set out in Note 3.11.
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
13
Transactions with related parties
All transactions between Simtelligence Technologies Limited (the "Company") and the Conectid Group are conducted on an arm's length basis, with pricing, terms, and conditions reflecting those that would be agreed with independent third parties. The principal exception relates to the financing arrangements provided by the Conectid Group, under which the Company receives interest-free credit facilities to support its working capital requirements. As at the balance sheet date, the total amount owed to Conectid Group undertakings was £849,998 (2024: £239,550), comprising £275,000 (2024: £nil) falling due within one year and £574,998 (2024: £239,550) falling due after more than one year. To illustrate the benefit of these interest-free terms, a notional interest calculation has been applied. Using a commercial interest rate of 5% per annum on the average balance outstanding during the year, the hypothetical interest for the year amounts to approximately £27,200 (2024: £11,978). No actual interest has been charged. During the year, approximately 60% of the Company's turnover (2024: approximately 60%) was derived from transactions with Group companies, reflecting the Company's close operational integration within the Conectid Group. All such transactions were conducted on arm's length terms. Conectid Limited, the holding company of the Conectid Group, has made available approximately £1.5 million in credit facilities to the Company, intended to support operational continuity and, if necessary, to fund expansion during periods of constrained cash flow. This support is particularly important given the Company's restricted access to UK banking services, as described in Note 3.11. The directors have personally funded the significant majority of legal costs associated with the matters described in that note, to avoid burdening the Company's or the Group's resources.
14
Controlling party
The ultimate controlling party of Simtelligence Technologies Ltd. is Conectid Limited, a company incorporated in England and Wales under Company Number 10810165. The registered office of Conectid Limited is located at Conectid Group, 400 Thames Valley Park Drive, Thames Valley Park, Reading, Berkshire, RG6 1PT, England, GB. Conectid Limited exercises control over Simtelligence Technologies Ltd. through its ownership of the majority of voting rights and its ability to govern the financial and operating policies of the subsidiary, ensuring a continuing parent-subsidiary relationship. This relationship enables Conectid Limited to have a significant influence on the strategic direction, operational management, and overall governance of Simtelligence Technologies Ltd.
15
Post balance sheet events
Restoration of UK Banking Facilities In March 2026, the Company successfully opened a UK bank account, representing the first operational UK banking facility available to the Company since the imposition of banking restrictions described in Note 3.11. While this is a basic facility, the directors consider it a significant initial step towards restoring normalised UK banking operations and reducing the Company's reliance on offshore banking arrangements and the associated costs described in Note 3.11. Ongoing Legal and Regulatory Proceedings The legal and regulatory proceedings described in Note 3.11, including the Group's pre-action correspondence with the Financial Ombudsman Service and the pursuit of remedies against Thames Valley Police for the correction of records, remain ongoing at the date of approval of these financial statements. TVP's records have not been corrected at the date of signing. No proceedings have concluded, and no material settlements or determinations have been received. The directors continue to pursue resolution through the channels described in that note. These are non-adjusting post-balance sheet events. No adjustments have been made to the amounts recognised in these financial statements as a result of these developments. This disclosure is made in accordance with FRS 102 Section 32.
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Simtelligence Technologies Ltd Notes to the Accounts for the year ended 30 June 2025
16
Average number of employees
During the year the average number of employees was 1 (2024: 1).
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