Gruppo Find Ltd - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 11384992 (England and Wales)

ABRIDGED UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

29 DECEMBER 2021 TO 27 DECEMBER 2022

FOR

GRUPPO FIND LTD

PREVIOUSLY KNOWN AS

GRUPPOARC LTD

Page

Company Information

1

Abridged Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Ms Patricia Ann Petrou AICB CB.Cert PM

Mr Giuseppe Pinelli

Mr Mark Rodino

REGISTERED OFFICE:

c/o Michael Filiou Ltd

Salisbury House

81 High Street

Potters Bar

Hertfordshire

EN6 5AS

REGISTERED NUMBER:

11384992 (England and Wales)

ACCOUNTANTS:

Michael Filiou Ltd

Chartered Certified Accountants

www.michaelfiliou.com

Salisbury House

81 High Street

Potters Bar

Hertfordshire

EN6 5AS

FIXED ASSETS

Investments

5

18,941,500

20,471,500

CURRENT ASSETS

Debtors

100,000

20,000

Cash at bank

15,229

13,186

115,229

33,186

CREDITORS

Amounts falling due within one year

168,569

215,983

NET CURRENT LIABILITIES

(53,340

)

(182,797

)

TOTAL ASSETS LESS CURRENT LIABILITIES

18,888,160

20,288,703

CREDITORS

Amounts falling due after more than one year

18,129,064

18,764,811

NET ASSETS

759,096

1,523,892

CAPITAL AND RESERVES

Called up share capital

7

1,701,000

1,701,000

Other reserves

8

1,425,515

1,647,500

Retained earnings

8

(2,367,419

)

(1,824,608

)

SHAREHOLDERS' FUNDS

759,096

1,523,892

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 27 December 2022.

The members have not required the company to obtain an audit of its financial statements for the period ended 27 December 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

All the members have consented to the preparation of an abridged Balance Sheet for the period ended 27 December 2022 in accordance with Section 444(2A) of the Companies Act 2006.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 7 March 2024 and were signed on its behalf by:

Mr Giuseppe Pinelli - Director

Mr Mark Rodino - Director

1.	STATUTORY INFORMATION

Gruppo Find Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Euro (€).

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Gruppo Find Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into Euro at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into Euro at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Financial instruments

The company enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties.

Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit or loss.

Convertible debt

On issue of convertible debt, the proceeds are allocated into their liability and equity components and presented separately. The allocation of the liability component is the fair value of a similar liability that does not have a conversion option using discounted cash flows and a market rate of interest. The residual amount is allocated as the equity component. On conversion, the liability and equity components are credited to share capital and share premium as appropriate. Transaction costs are allocated between the liability and equity components on the basis of their proceeds or relative fair values.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 1 (2021 - 1 ) .

5.	FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:

Totals

€

COST

At 29 December 2021

20,471,500

Disposals

(1,530,000

)

At 27 December 2022

18,941,500

NET BOOK VALUE

At 27 December 2022

18,941,500

At 28 December 2021

20,471,500

The company holds direct shareholdings in the following unlisted entities:

Name of entity

Registered office

Nature of business

Class of shares

% Direct holding

1.

Findelivery S.R.L.

Italy

Software developer

Nominal

85.2

2.

Visabit S.R.L.

Italy

Software production

Nominal

91.8

On 6 June 2022, the company disposed of all of its investment in Arc Advisory Company SA in exchange for redeeming and cancelling 1,500,000 of its own Convertible Loan Notes previously issued.

6.

LOANS

An analysis of the maturity of loans is given below:

2022

2021

€

€

Amounts falling due between one and two years:

Convertible Loan Notes 2024

17,770,253

-

PIK Notes 2024

358,811

-

18,129,064

-

Amounts falling due between two and five years:

Convertible Loan Notes 2024

-

18,485,375

PIK Notes 2024

-

202,005

-

18,687,380

During the year, the company redeemed 1,500,000 and issued €672,530 (2021 - €178,150) of transferable Convertible Loan Notes, with interest paid at 5% in this third year to 23 June 2022. 6% interest will be payable at the next fourth year to 23 June 2023, and 7% on the last fifth year to 23 June 2024. These payments of interest are at the discretion of the company and can be paid totally or partially in cash. For those amounts not fully paid in cash, PIK (Payment In Kind) Notes are issued in lieu and will be paid in shares at maturity date of the Convertible Loan Notes when all the Loan Notes will automatically be converted into shares at the rate of one ordinary share of €1 each for each €1 of Loan Note in issue. The company reserves the right to repay at par all or part of the Loan Notes together with all interest applicable before the maturity date.

The total Notes in issue at balance sheet date is €18,179,180 (2021 - €19,006,650) of Convertible Loan Notes 2024 and €358,811 (2021 - €202,005) of PIK Notes. The equity component of the Convertible Loan Notes are shown separately under Other Reserves.

The largest holder of the Convertible Loan Notes 2024, Stella Di Periferia SRL, had waived and limited its right to receive interest on the Convertible Loan Notes 2024 to 0.3% per annum. Findelivery SRL had waived and limited its right to receive interest on the Convertible Loan Notes 2024..

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

€

€

1,701,000

Ordinary

€1

1,701,000

1,701,000

8.

RESERVES

Retained

Other

earnings

reserves

Totals

€

€

€

At 29 December 2021

(1,824,608

)

1,647,500

(177,108

)

Deficit for the period

(542,811

)

(542,811

)

Equity component of debt

option

-

(221,985

)

(221,985

)

At 27 December 2022

(2,367,419

)

1,425,515

(941,904

)

9.	RELATED PARTY DISCLOSURES

Findelivery S.R.L.

Findelivery SRL is an immediate subsidiary company incorporated in Italy. At the balance sheet date, Findelivery SRL owed €28,000 (2021 - €Nil) to the company. This is an unsecured interest-free loan which is repayable on demand.

Visabit S.R.L.

Visabit SRL is an immediate subsidiary company incorporated in Italy. At the balance sheet date, Visabit SRL owed €32,000 (2021 - €20,000) to the company. This is an unsecured interest-free loan which is repayable on demand.

FD Fiduciaria Digitale S.R.L.

FD Fiduciaria Digitale SRL is a subsidiary company of Findelivery SRL and is incorporated in Italy. At the balance sheet date. FD Fiduciaria Digitale SRL owed €20,000 (2021 - €Nil) to the company. This is an unsecured interest-free loan which is repayable on demand.

10.	ULTIMATE CONTROLLING PARTY

On 31 October 2022, Mr Massimo Merlino transferred all his shares to Fondazione Anna E Marco, a non-profit organisation registered and based in Bergamo, Italy.

At the balance sheet date, the ultimate controlling party is Fondazione Anna E Marco as it now holds all 100% of the issued share capital of the company.