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REGISTERED NUMBER: 11384992 (England and Wales)














ABRIDGED FINANCIAL STATEMENTS

FOR THE PERIOD

28 DECEMBER 2022 TO 26 DECEMBER 2023

FOR

GRUPPO FIND LTD

PREVIOUSLY KNOWN AS
GRUPPOARC LTD

GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 28 DECEMBER 2022 TO 26 DECEMBER 2023










Page

Company Information 1

Abridged Balance Sheet 2

Notes to the Financial Statements 4


GRUPPO FIND LTD
PREVIOUSLY KNOWN AS GRUPPOARC LTD

COMPANY INFORMATION
FOR THE PERIOD 28 DECEMBER 2022 TO 26 DECEMBER 2023







DIRECTORS: Ms Patricia Ann Petrou AICB CB.Cert PM
Mr Giuseppe Pinelli
Mr Mark Rodino
Mr Alberto Spinetti
Ms Francesca Klucevsek-Whalen



REGISTERED OFFICE: c/o Michael Filiou Ltd
Salisbury House
81 High Street
Potters Bar
Hertfordshire
EN6 5AS



REGISTERED NUMBER: 11384992 (England and Wales)



SENIOR STATUTORY AUDITOR: Mr Declan McCusker



AUDITORS: Perrys Audit Limited
Statutory Auditor and Chartered Accountants
4th Floor
399-401 Strand
London
WC2R 0LT

GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

ABRIDGED BALANCE SHEET
26 DECEMBER 2023

2023 2022
Notes €    €    €   
FIXED ASSETS
Investments 5 1,868,500 18,941,500

CURRENT ASSETS
Debtors 88,675 100,000
Cash at bank 18,172 15,229
106,847 115,229
CREDITORS
Amounts falling due within one year 18,851,621 168,569
NET CURRENT LIABILITIES (18,744,774 ) (53,340 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(16,876,274

)

18,888,160

CREDITORS
Amounts falling due after more than one year - 18,129,064
NET (LIABILITIES)/ASSETS (16,876,274 ) 759,096

CAPITAL AND RESERVES
Called up share capital 7 1,701,000 1,701,000
Other reserves 8 1,424,123 1,425,515
Retained earnings 8 (20,001,397 ) (2,367,419 )
SHAREHOLDERS' FUNDS (16,876,274 ) 759,096

GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

ABRIDGED BALANCE SHEET - continued
26 DECEMBER 2023


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 26 December 2023 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 23 April 2025 and were signed on its behalf by:




Mr Giuseppe Pinelli - Director



Mr Mark Rodino - Director


GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 28 DECEMBER 2022 TO 26 DECEMBER 2023


1. STATUTORY INFORMATION

Gruppo Find Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number is 11384992, and its registered office address is c/o Michael FIliou Limited, Salisbury House, 81 High Street, Potters Bar, Hertfordshire EN6 5AS, United Kingdom.

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.

Going concern
The financial statements have been prepared on a going concern basis. However, the directors acknowledge that there is material uncertainty that may cast significant doubt on the company's ability to continue as a going concern due to specific circumstances of being an innovative company. The directors have considered future trading projections and available funding arrangements and believe the company will be able to meet its liabilities as they fall due for at least twelve months from the date of approval of these financial statements. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

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 less impairment.

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.

GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 28 DECEMBER 2022 TO 26 DECEMBER 2023


3. ACCOUNTING POLICIES - continued

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 3 (2022 - 1 ) .

5. FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:
Totals
€   
COST
At 28 December 2022 18,941,500
Impairments (17,073,000 )
At 26 December 2023 1,868,500
NET BOOK VALUE
At 26 December 2023 1,868,500
At 27 December 2022 18,941,500

GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 28 DECEMBER 2022 TO 26 DECEMBER 2023


5. FIXED ASSET INVESTMENTS - continued

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. Viale Regina Margherita 26,
Milano (MI) 20122, Italy
Software developer Nominal 85.2
2. Visabit S.R.L. Via Alfredo Piatti 17,
Bergamo (BG) 24125, Italy
Software production Nominal 91.8


6. LOANS

An analysis of the maturity of loans is given below:

2023 2022
€    €   
Amounts falling due within one year or on demand:
Convertible Loan Notes 2024 17,954,375 -
PIK Notes 2024 650,251 -
18,604,626 -

Amounts falling due between one and two years:
Convertible Loan Notes 2024 - 17,770,253
PIK Notes 2024 - 358,811
- 18,129,064

During the year, the company issued €220,335 (2022 - €702,500) of transferable Convertible Loan Notes, with interest paid at 6% in this fourth year to 23 June 2023, and 7% payable 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 €18,429,485 (2022 - €18,209,150) of Convertible Loan Notes 2024 and €650,251 (2022 - €387,130) 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.

GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 28 DECEMBER 2022 TO 26 DECEMBER 2023


7. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: €    €   
1,701,000 Ordinary €1 1,701,000 1,701,000

8. RESERVES
Retained Other
earnings reserves Totals
€    €    €   

At 28 December 2022 (2,367,419 ) 1,425,515 (941,904 )
Deficit for the period (17,633,978 ) (17,633,978 )
Equity component of debt
option - (1,392 ) (1,392 )
At 26 December 2023 (20,001,397 ) 1,424,123 (18,577,274 )

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors on the financial statements for the period ended 26 December 2023 was unqualified.

A material uncertainty related to going concern exists and attention was drawn to note 3 of the financial statements, which describes the basis upon which the financial statements are prepared and the material uncertainties relating to going concern.

The audit report was signed on 23 April 2025 by Mr Declan McCusker FCA (Senior Statutory Auditor) for and on behalf of Perrys Audit Limited.

10. 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 €46,675 (2022 - €28,000) 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 €42,000 (2022 - €32,000) to the company. This is an unsecured interest-free loan which is repayable on demand.

11. POST BALANCE SHEET EVENTS

After the balance sheet date, in October 2024, the company issued 19,426,302 ordinary shares at a nominal value of €1 per share totalling €19,426,302. The share issue was in relation to the conversion of convertible loan notes.

GRUPPO FIND LTD (REGISTERED NUMBER: 11384992)
PREVIOUSLY KNOWN AS GRUPPOARC LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 28 DECEMBER 2022 TO 26 DECEMBER 2023


12. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Fondazione Anna E Marco.

Fondazione Anna E Marco is a non-profit organisation registered and based in Bergamo, Italy. It holds all 100% of the issued share capital of the company.