Registered No.
SIMPLEXO GROUP LIMITED
DIRECTORS' REPORT & FINANCIAL STATEMENTS
For the year ended 31st December 2025
SIMPLEXO GROUP LIMITED
The Directors' Report
Year ended 31 December 2025
The director presents his report and the Financial Statements for the year ended 31 December 2025.
Directors' responsibilities statement
The director is responsible for preparing the financial statements in accordance with applicable laws and regulations.
Company law requires 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. |
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 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 (2024 £79,566) was £80,102 (2024 £80,558),
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 2026, 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.
SIMPLEXO GROUP LIMITED
The Directors' Report (continued)
Year ended 31 December 2025
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 director 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 |
P.J. Delf |
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Small company provisions
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on
P.J. Delf
Director & Company Secretary
SIMPLEXO GROUP LIMITED
Profit & Loss Account
Year ended 31st December 2025
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Turnover | 2 | - | - |
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Administration expenses | 3 | ||
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Loss on ordinary activities before interest |
| 536 | 992 |
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Interest payable |
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Loss on ordinary activities before tax |
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Taxation |
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Loss for the year |
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The notes on pages 6 to 10 form part of these financial statements.
SIMPLEXO GROUP LIMITED
Balance Sheet
As at 31 December 2025
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Fixed assets |
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Tangible fixed assets - investments | 6 |
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Current assets |
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Debtors | 7 |
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Cash |
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Creditors: Amounts due for payment within one year | 8 |
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Net current assets |
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Capital and Reserves: |
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Called up share capital | 9 |
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Share premium | 11 |
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Profit & loss account | 11 |
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For the financial year ended 31 December 2025 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
P.J. Delf
Director
The notes on pages 6 to 10 form part of these financial statements
SIMPLEXO GROUP LIMITED
Notes to the Financial Statements
Year ended 31st December 2025
Simplexo Group Limited is a private company, limited by shares, registered in
1 Accounting policies
1.1 Basis of preparation of financial statements
1.2 Going concern
The Company's only asset comprises 73% of the issued common stock in OmniIndex Inc., acquired on sale of its subsidiary, Business Partners Limited to OmniIndex Inc. in December 2020.
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 2026, 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, as required.
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
Investment in shares of subsidiary and associated companies are stated at cost, less provision for impairment.
SIMPLEXO GROUP LIMITED
Notes to the Financial Statements (continued)
Year ended 31st December 2025
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.
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 2025 (2024 £nil).
3 Operating loss
| 2025 | 2024 |
| £ | £ |
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The operating loss is stated after charging: |
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Interest accrued on promissory notes and other loans |
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 |
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Cost |
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At 1 January 2025 and 31 December 2025 | |
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Impairments |
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At 1 January 2025 and 31 December 2025 | ( |
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At 31 December 2025 | |
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At 31 December 2024 |
SIMPLEXO GROUP LIMITED
Notes to the Financial Statements (continued)
Year ended 31st December 2025
7 Debtors
| 2025 | 2024 |
| £ | £ |
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Uncalled share capital | ||
Tax recoverable | ||
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8 Creditors: amounts falling due within one year
| 2025 | 2024 |
| £ | £ |
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Loans from directors & shareholders | ||
10% promissory notes | ||
Accrued interest | ||
Other creditors | ||
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9 Share Capital
| 2025 | 2024 |
Allotted, called up and fully paid | £ | £ |
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Uncalled |
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3001 Ordinary Share of £0.10 each | 300 | 300 |
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| 64,614 | 64,614 |
SIMPLEXO GROUP LIMITED
Notes to the Financial Statements (continued)
Year ended 31st December 2025
10 Summary of Share options & warrants to subscribe for Ordinary Shares of £0.10 each
| 2025 | 2024 |
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EMI Share Option Scheme, exercisable at a price of £15.50 |
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P J Delf | - | 2,258 |
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Unapproved options, exercisable at a price of £15.50 |
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Former director | - | 6,581 |
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| - | 8,839 |
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Warrants to subscribe for Ordinary Shares |
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Exercisable at various prices between £12 - £15.50 | 29,828 | 85,429 |
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| 29,828 | 85,429 |
Reductions in the number of options and warrants is due to the expiry of vesting dates.
11 Reserves
| Share Premium | Profit & Loss Account |
| £ | £ |
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At 1 January 2025 | ||
Loss for the year | - | |
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At 31 December 2025 |
12 Related party transactions
Loans to the Company by directors and shareholders
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| Other |
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| Director | Shareholders | Total |
| £ | £ | £ |
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Balance at 1 January 2025 & 31 December 2025 | 29,000 | 95,500 | |
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Accrued interest | 17,798 | 58,723 | |
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At 31 December 2025 | 46,798 | 154,223 |
SIMPLEXO GROUP LIMITED
Notes to the Financial Statements (continued)
Year ended 31st December 2025
12 Related party transactions (continued)
ii) Promissory Notes held by Directors
The director held 10% promissory notes at the beginning and end of the year totalling £20,400
At 31 December 2025 the total outstanding including accrued interest was £36,841 (2024 £34,798).
13 Principal subsidiaries
| Country | Percentage shareholding | Description |
Simplexo Limited | England | Ordinary | |
OmniIndex Inc | USA | Ordinary (common stock) |
14 Ultimate controlling party
At 31 December 2025 there was no ultimate controlling party.