REGISTERED NUMBER: 09492065 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 31 March 2024 |
for |
Finde Capital Ltd |
REGISTERED NUMBER: 09492065 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 31 March 2024 |
for |
Finde Capital Ltd |
Finde Capital Ltd (Registered number: 09492065) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Comprehensive Income | 9 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
Finde Capital Ltd |
Company Information |
for the Year Ended 31 March 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
The Retreat |
406 Roding Lane South |
Woodford Green |
Essex |
IG8 8EY |
Finde Capital Ltd (Registered number: 09492065) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
Introduction |
The directors present their Strategic Report and financial statements for Finde Capital Limited ("the Company") for the year ended 31 March 2024. |
Business review and key performance indicators |
The Company is an investment company and holds an investment in the group's subsidiary, Findyn Limited, in which it has an economic interest. |
The Company also participates in one investment management partnership, Tower House Partners LLP ("THP LLP"). Under the terms of the limited partnership agreement of THP LLP, the Company receives profit allocations as follows: 15% profit rights. |
The Company also holds investments in funds and listed shares. |
As the Company's income is substantially derived from being a member in THP LLP, the main risk the Company faces relates to a material fall in the underlying profits of THP LLP. |
Given the uncomplicated nature of the business, the Directors do not believe an analysis of Key Performance Indicators is necessary for an understanding of the Financial Statements. |
Principal risks and uncertainties |
The Group recognises the potential financial risks that it faces and the board regularly considers each in turn to ensure they are mitigated as far as possible. As part of this process the Group undertakes a regular update of its medium term and long-range business plan. |
There were no events of strategic importance to the company that occurred during the financial year. The only post year end event relates to the Russian invasion of Ukraine which presented risks and uncertainty to a number of businesses, but the Directors consider this to have no significant impact on the Company or Group. |
It is noted that as at the date of signing the accounts Tower House Partners LLP (to which Finde Capital Ltd is a corporate member of the partnership and represents the principal source of income to the company) returned capital to its investors following the final NAV date of 31st October 2023. The Partnership has also filed to deregister with the SEC and FCA and will cease to act as an investment manager. The funds it has managed will be placed in to liquidation in conjunction with their final audit. |
Given the circumstances the Directors are considering the prospect of placing Finde Capital Ltd in to voluntary liquidation alongside the Partnership structure. |
The year ended 31 March 2024 saw a loss, after taxation, amounting to £1,655,814 (2023 - £1,705,952). This report was approved by the board and signed on its behalf. |
ON BEHALF OF THE BOARD: |
Finde Capital Ltd (Registered number: 09492065) |
Report of the Directors |
for the Year Ended 31 March 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of an investment company. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 March 2024. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
MATTERS COVERED IN THE GROUP STRATEGIC REPORT |
As permitted by paragraph 1A of schedule 7 to the Large and Medium Sized Companies and Groups (Accounts and reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' report have been omitted as they are included in the strategic report on page 1. These matters relate to future developments, principal risks and uncertainties and subsequent events. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements 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 financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting 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. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Finde Capital Ltd (Registered number: 09492065) |
Report of the Directors |
for the Year Ended 31 March 2024 |
AUDITORS |
The auditors, Nordens, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Finde Capital Ltd |
Opinion |
We have audited the financial statements of Finde Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Report of the Independent Auditors to the Members of |
Finde Capital Ltd |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Finde Capital Ltd |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that: |
- had a direct effect on the determination of material amounts and disclosures in the financial statements. These include but are not limited to the Companies Act 2006, GDPR, employment and Health & Safety legislation and tax legislation, and |
- do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These include operational and employment laws and regulations including health and safety regulations, environmental regulations and GDPR. |
We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making enquiries with management and those responsible for legal and compliance frameworks. We corroborated our enquiries through review of correspondence with regulatory bodies and gaining an understanding of the entity level controls of the company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions. |
We discussed among the audit engagement team including relevant internal tax specialists, regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. We also communicated the applicable laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. |
The risk of management override of controls is the area where the financial statements were most susceptible to material misstatement due to fraud. In addition, the key principal risks related to the existence of inappropriate journal entries to impact the profit for the year and management bias in accounting estimates. |
Procedures performed to address these were as follows: |
- Walkthrough testing was carried out to identify and assess the design effectiveness of controls, management have in place to prevent and detect fraud, including known of suspected instances or non- compliance with laws and regulations and fraud, |
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process, |
- Using analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud, |
- Assessing the appropriateness of accounting estimates and challenging any significant assumptions or judgements made by management, |
- Incorporating testing of manual journal entries that were posted throughout the year. In particular, we focused on material journal entries, journal entries posted with unusual account combinations, and journal entries crediting revenue or cash. These were scrutinised for evidence of unusual entries, |
Report of the Independent Auditors to the Members of |
Finde Capital Ltd |
- Selecting specific revenue transactions based on risk criteria and obtaining supporting documentation including sales invoice and corresponding purchase documentations to ensure revenue was appropriately recorded, |
- Reviewing specific cost of sale transactions based on risk criteria and reviewing invoice documentation to ensure the expense was appropriately recorded, |
- Evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors |
The Retreat |
406 Roding Lane South |
Woodford Green |
Essex |
IG8 8EY |
Finde Capital Ltd (Registered number: 09492065) |
Consolidated Statement of Comprehensive Income |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
TURNOVER | - | 279,306 |
Administrative expenses | 164,085 | (700,168 | ) |
164,085 | (420,862 | ) |
Fair value gain/(loss) | (454,843 | ) | (1,037,821 | ) |
OPERATING LOSS | 4 | (290,758 | ) | (1,458,683 | ) |
Amounts written off investments | 5 | (998,085 | ) | - |
Gain/loss on revaluation of tangible assets | (18,154 | ) | - |
(1,306,997 | ) | (1,458,683 | ) |
Interest payable and similar expenses | 6 | (348,817 | ) | (220,320 | ) |
LOSS BEFORE TAXATION | (1,655,814 | ) | (1,679,003 | ) |
Tax on loss | 7 | - | (26,949 | ) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME |
Revaluation of Fixed Assets | 18,154 | - |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
18,154 |
- |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(1,637,660 |
) |
(1,705,952 |
) |
Loss attributable to: |
Owners of the parent | (1,655,814 | ) | (1,702,001 | ) |
Non-controlling interests | - | (3,951 | ) |
(1,655,814 | ) | (1,705,952 | ) |
Total comprehensive income attributable to: |
Owners of the parent | (1,633,709 | ) | (1,702,001 | ) |
Non-controlling interests | (3,951 | ) | (3,951 | ) |
(1,637,660 | ) | (1,705,952 | ) |
Finde Capital Ltd (Registered number: 09492065) |
Consolidated Statement of Comprehensive Income |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
£ | £ |
Finde Capital Ltd (Registered number: 09492065) |
Consolidated Balance Sheet |
31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 9 | 190,487 | 208,641 |
Investments | 10 |
Investment in partnership |
Share of gross assets | 380,000 | 1,462,352 |
380,000 | 1,462,352 |
Investment in funds | 551,950 | 10,714,450 |
Other investments | 790,826 | 790,826 |
1,913,263 | 13,176,269 |
CURRENT ASSETS |
Debtors | 11 | 187,412 | 136,568 |
Cash at bank | 242,644 | 615,790 |
430,056 | 752,358 |
CREDITORS |
Amounts falling due within one year | 12 | (2,707,158 | ) | (12,636,652 | ) |
NET CURRENT LIABILITIES | (2,277,102 | ) | (11,884,294 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | (363,839 | ) | 1,291,975 |
CAPITAL AND RESERVES |
Called up share capital | 13 | 1 | 1 |
Retained earnings | (686,445 | ) | 969,369 |
SHAREHOLDERS' FUNDS | (686,444 | ) | 969,370 |
NON-CONTROLLING INTERESTS | 322,605 | 322,605 |
TOTAL EQUITY | (363,839 | ) | 1,291,975 |
The financial statements were approved by the Board of Directors and authorised for issue on 29 January 2025 and were signed on its behalf by: |
Mr P Fox - Director |
Finde Capital Ltd (Registered number: 09492065) |
Company Balance Sheet |
31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 11 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 12 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 13 |
Retained earnings | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
Company's loss for the financial year | (1,641,584 | ) | (1,696,075 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Finde Capital Ltd (Registered number: 09492065) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Non-controlling | Total |
capital | earnings | Total | interests | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2022 | 1 | 2,671,370 | 2,671,371 | 326,556 | 2,997,927 |
Deficit for the year | - | (1,702,001 | ) | (1,702,001 | ) | (3,951 | ) | (1,705,952 | ) |
Total comprehensive income | - | (1,702,001 | ) | (1,702,001 | ) | (3,951 | ) | (1,705,952 | ) |
Balance at 31 March 2023 | 1 | 969,369 | 969,370 | 322,605 | 1,291,975 |
Deficit for the year | - | (1,655,814 | ) | (1,655,814 | ) | - | (1,655,814 | ) |
Other comprehensive income | - | - | - | (3,951 | ) | (3,951 | ) |
Total comprehensive income | - | (1,655,814 | ) | (1,655,814 | ) | (3,951 | ) | (1,659,765 | ) |
Balance at 31 March 2024 | 1 | (686,445 | ) | (686,444 | ) | 318,654 | (367,790 | ) |
Finde Capital Ltd (Registered number: 09492065) |
Company Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 |
Deficit for the year | - | (1,696,075 | ) | (1,696,075 | ) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 March 2023 |
Deficit for the year | - | (1,641,584 | ) | (1,641,584 | ) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 March 2024 | ( |
) | ( |
) |
Finde Capital Ltd (Registered number: 09492065) |
Consolidated Cash Flow Statement |
for the Year Ended 31 March 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (9,681,942 | ) | 115,104 |
Interest paid | (348,817 | ) | (119,993 | ) |
Interest accrued | - | (100,327 | ) |
Tax paid | (50,044 | ) | 3,369 |
Net cash from operating activities | (10,080,803 | ) | (101,847 | ) |
Cash flows from investing activities |
Sale of fixed asset investments | 9,707,657 | - |
Distribution received from investments | - | 295,772 |
Net cash from investing activities | 9,707,657 | 295,772 |
(Decrease)/increase in cash and cash equivalents | (373,146 | ) | 193,925 |
Cash and cash equivalents at beginning of year |
2 |
615,790 |
421,865 |
Cash and cash equivalents at end of year | 2 | 242,644 | 615,790 |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 March 2024 |
1. | RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
31.3.24 | 31.3.23 |
£ | £ |
Loss for the financial year | (1,655,814 | ) | (1,705,952 | ) |
Depreciation charges | - | 1,720 |
Loss on revaluation of fixed assets | 472,997 | 1,037,821 |
Increase/(decrease) in to group | (8,797,720 | ) | 597,143 |
Profit allocated from partnership | - | (84,267 | ) |
Finance costs | 348,817 | 220,320 |
Taxation | - | 26,949 |
(9,631,720 | ) | 93,734 |
Increase in trade and other debtors | (800 | ) | (29,879 | ) |
(Decrease)/increase in trade and other creditors | (49,422 | ) | 51,249 |
Cash generated from operations | (9,681,942 | ) | 115,104 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2024 |
31.3.24 | 1.4.23 |
£ | £ |
Cash and cash equivalents | 242,644 | 615,790 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 615,790 | 421,865 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank | 615,790 | (373,146 | ) | 242,644 |
615,790 | (373,146 | ) | 242,644 |
Total | 615,790 | (373,146 | ) | 242,644 |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
1. | STATUTORY INFORMATION |
The Company is a United Kingdom private company limited by shares. It is both incorporated and domiciled in England and Wales. The address of its registered office and principal place of business is 34 Brook Street, London, W1K 5DN.These financial statements are presented in Pounds Sterling (GBP), as that is the currency in which the majority of the Company's transactions are denominated. They comprise the financial statements of the Company for the year ended 31 March 2022 and are presented to the nearest pound.The Company has determined that the (GBP) is its functional currency, as this is the currency of the economic environment in which the Company predominantly operates.The principal activity of the Company during the year under review was that of an investment company in financial services. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.. |
The following principal accounting policies have been applied: |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
The requirements of Section 7 Statement of Cash Flows; |
The requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); |
The requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
The requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and |
The requirements of Section 33 Related Party Disclosures paragraph 33.7. |
This information is included in the consolidated financial statements of Finde Capital Limited as at 31 March 2023 and these financial statements may be obtained from Companies House. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
In preparing the financial statements, management is required to make estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. |
The Directors do not consider there to be any areas of the financial statements to involve considerable degree of estimation uncertainty. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. |
Depreciation is provided on the following basis: |
Office equipment- 33% straight-line |
Artwork- not depreciated, held at cost; see below |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. |
Artwork comprises of works of art. The nature of the works of art are such that their value is considered by the directors to equate to the cost price and no depreciation arises on these assets due to their unlimited useful life. Cost includes the original purchase price and costs directly attributable to bring the asset to its working condition for its intended use. |
At each reporting date the works of art are reviewed to determine whether there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss recognised in the Consolidated Statement of Comprehensive Income. |
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised in the Consolidated Statement of Comprehensive Income. |
The subsequent measurement of the asset will continue to be at cost unless impairment is identified. |
Investments in associates |
Investments in associate undertakings are recognised at cost. |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
Financial instruments are recognised in the Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument. Financial instruments are initially measured at transaction price unless the arrangement constitutes a financing transaction which includes transaction costs for financial instruments not subsequently measured at fair value. Subsequent to initial recognition, they are measured as set out below. A financing transaction is measured at the present value of the future payments discounted at a market rate of interest for a similardebt instrument. |
Classification |
Financial instruments are classified as either 'basic' or 'other' in accordance with Chapter 11 of FRS 102. |
Subsequent measurement |
Loans and receivables are measured at amortised cost, using the effective interest method. Trade debtors and trade payables are recognised at the undiscounted amount owed by the customer or to the supplier, which is normally the invoice amount. |
Taxation |
Tax is recognised in the Consolidated Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. |
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. |
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: |
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; |
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and |
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. |
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future. The validity of the assumption depends upon the continued financial support of the company's parent company, Finde S.p.a. although as at the date of signing these accounts, the Directors are considering the efficiency of placing Finde Capital Ltd in to voluntary liquidation following the decision of Tower House Partners LLP to return capital to its investors as at 31st October 2023 (which has formed the primary source of revenue for the company). Should the decision be made to place the company in to liquidation Finde Capital Ltd would no longer be a going concern. |
Pensions |
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. |
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds. |
3. | EMPLOYEES AND DIRECTORS |
The company has one employee other than the directors, who received remuneration in the current and prior year. During the year, the directors received remuneration of £50,000 (2023 - £50,000) |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
4. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
31.3.24 | 31.3.23 |
£ | £ |
Depreciation - owned assets | - | 1,720 |
Foreign exchange differences | (340,226 | ) | 486,673 |
Fines and penalties | - | 1,700 |
5. | AMOUNTS WRITTEN OFF INVESTMENTS |
31.3.24 | 31.3.23 |
£ | £ |
Amounts w/o invs | 998,085 | - |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.3.24 | 31.3.23 |
£ | £ |
Interest payable | 348,817 | 220,320 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
31.3.24 | 31.3.23 |
£ | £ |
Current tax: |
UK corporation tax | - | 26,949 |
Tax on loss | - | 26,949 |
UK corporation tax was charged at 19 %) in 2023. |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.3.24 | 31.3.23 |
£ | £ |
Loss before tax | (1,655,814 | ) | (1,679,003 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
(413,954 |
) |
(319,011 |
) |
Effects of: |
Expenses not deductible for tax purposes | 413,954 | 327 |
Income not taxable for tax purposes | - | (16,011 | ) |
prior year |
Deferred tax not recognised | - | 361,644 |
Total tax charge | - | 26,949 |
Tax effects relating to effects of other comprehensive income |
31.3.24 |
Gross | Tax | Net |
£ | £ | £ |
Revaluation of Fixed Assets | 18,154 | - | 18,154 |
8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
9. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 April 2023 | 208,641 | 23,013 | 231,654 |
Revaluations | (18,154 | ) | - | (18,154 | ) |
At 31 March 2024 | 190,487 | 23,013 | 213,500 |
DEPRECIATION |
At 1 April 2023 |
and 31 March 2024 | - | 23,013 | 23,013 |
NET BOOK VALUE |
At 31 March 2024 | 190,487 | - | 190,487 |
At 31 March 2023 | 208,641 | - | 208,641 |
Cost or valuation at 31 March 2024 is represented by: |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
Valuation in 2023 | 208,641 | 23,013 | 231,654 |
Valuation in 2024 | (18,154 | ) | - | (18,154 | ) |
190,487 | 23,013 | 213,500 |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
9. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 April 2023 |
Revaluations | ( |
) | ( |
) |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
and 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
Cost or valuation at 31 March 2024 is represented by: |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
Valuation in 2023 | 208,641 | 23,013 | 231,654 |
Valuation in 2024 | (18,154 | ) | - | (18,154 | ) |
190,487 | 23,013 | 213,500 |
10. | FIXED ASSET INVESTMENTS |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Shares in group undertakings | - | - |
Participating interests | 931,950 | 12,176,802 |
Other loans | 790,826 | 790,826 |
1,722,776 | 12,967,628 |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
10. | FIXED ASSET INVESTMENTS - continued |
Additional information is as follows: |
Group |
Investment |
in | Investment |
partnership | in funds | Totals |
£ | £ | £ |
COST |
At 1 April 2023 | 1,462,352 | 10,714,450 | 12,176,802 |
Disposals | - | (9,707,657 | ) | (9,707,657 | ) |
Share of profit/(loss) | (84,267 | ) | - | (84,267 | ) |
Impairments | (998,085 | ) | (454,843 | ) | (1,452,928 | ) |
At 31 March 2024 | 380,000 | 551,950 | 931,950 |
NET BOOK VALUE |
At 31 March 2024 | 380,000 | 551,950 | 931,950 |
At 31 March 2023 | 1,462,352 | 10,714,450 | 12,176,802 |
Company |
Shares in | Investment |
group | in | Investment |
undertakings | partnership | in funds | Totals |
£ | £ | £ | £ |
COST OR VALUATION |
At 1 April 2023 | 12,701,111 |
Disposals | ( |
) | (9,707,657 | ) |
Share of profit/(loss) | - | (84,267 | ) | - | (84,267 | ) |
Impairments | ( |
) | ( |
) | (1,452,928 | ) |
At 31 March 2024 | 1,456,259 |
NET BOOK VALUE |
At 31 March 2024 | 1,456,259 |
At 31 March 2023 | 12,701,111 |
Cost or valuation at 31 March 2024 is represented by: |
Shares in | Investment |
group | in | Investment |
undertakings | partnership | in funds | Totals |
£ | £ | £ | £ |
Valuation in 2023 | 524,309 | 1,462,352 | 10,714,450 | 12,701,111 |
Valuation in 2024 | - | (1,082,352 | ) | (10,162,500 | ) | (11,244,852 | ) |
524,309 | 380,000 | 551,950 | 1,456,259 |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
10. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: England & Wales |
Nature of business: |
% |
Class of shares: | holding |
Group |
Other |
loans |
£ |
At 1 April 2023 |
and 31 March 2024 | 790,826 |
The company is a member of Tower House Partners LLP, a Limited Liability Partnership incorporated in England. Tower House Partners LLP's registered office is 4th Floor, Phoenix House, 1 Station Hill, Reading, Berkshire, RG1 1NB. |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Other debtors | 137,368 | 136,568 |
Tax | 50,044 | - |
187,412 | 136,568 |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Amounts owed to group undertakings | 2,525,557 | 12,405,629 |
Amounts owed to participating interests | 7,403 | 7,403 | 7,403 | 7,403 |
Tax | 59,389 | 59,389 |
Social security and other taxes | - | 154 |
Accrued expenses | 114,809 | 164,077 |
2,707,158 | 12,636,652 |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
Amounts owed to group undertakings are unsecured, interest free and repayable on a 12 month notice period. |
13. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.24 | 31.3.23 |
value: | £ | £ |
Ordinary | 0.01 | 1 | 1 |
14. | PENSION COMMITMENTS |
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £NIL (2023: £291). Contributions totalling £NIL (2023: £375) were payable to the fund at the reporting date and are included in creditors. |
15. | RELATED PARTY DISCLOSURES |
At 31 March 2024, £2,524,657 (2023: £12,404,729) was owed to Finde S.p.A. in the form of an Interest bearing loan and is repayable on a 12 month notice period. An exchange rate gain of £340,226 (2023: loss of £486,673) on the loan was recognised in the year. |
During the year, Tower House Partners LLP, of which Finde Capital Limited is a member, recharged costs for rent, rates and leasehold improvements amounting to £Nil (2023: £Nil) to Finde Capital Limited. |
At 31 March 2024, £7,403 (2023: £7,403) was owed by the Company. |
Profits of Tower House Partners LLP, relating to the year end 31 March 2024, to the amount of £Nil (2023: £84,267) were allocated to Finde Capital Limited. During the year, Tower House Partners LLP paid a distribution of £84,267 (2023: £295,772) to the company in respect of the prior year profit allocation. |
At 31 March 2024, £900 (2023: £900) was owed by the company to Tower House Capital Limited. |
Finde Capital Limited has a capital interest of 66.6% in Tower House Partners LLP. |
At 31 March 2024, £120,547 (2023: £120,547) was owed from the director, A Denegri. This balance is unsecured, interest free and repayable on demand. |
The company made a payment of £Nil (2023: £Nil) to the directors under s850E Income Tax (Trading and Other Income) Act 2005 relating to income tax payments due by shareholders of the company associated with profit allocation from Tower House Partners LLP under the mixed membership rules. |
16. | POST BALANCE SHEET EVENTS |
The members of THP LLP resolved to place the partnership into liquidation due to ongoing financial difficulties. This will have a significant impact on the Company and the Group. The directors and members of THP LLP are committed to ensuring a transparent and orderly liquidation process. |
Finde Capital Ltd (Registered number: 09492065) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
17. | ULTIMATE CONTROLLING PARTY |
As at 31 March 2024, the Group's and company's immediate parent company was Finde S.p.A., a company incorporated in Italy. The Group's and company's ultimate parent company and controlling party was Finde S/S, a company incorporated in Italy. |