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Registered number: 06028941










CONDUIT VENTURES GENERAL PARTNER II LIMITED

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023



















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CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
Company Information


Director
J Butt 




Company secretary
L Zheng



Registered number
06028941



Registered office
3rd Floor
12 Gough Square

London

EC4A 3DW




Independent auditor
Sayers Butterworth LLP
Chartered Accountants & Statutory Auditor

3rd Floor

12 Gough Square

London

EC4A 3DW





 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 

Contents



Page
Director's report
 
1 - 2
Independent auditor's report
 
3 - 6
Profit and loss account
 
7
Balance sheet
 
8
Notes to the financial statements
 
9 - 13


 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Director's report
For the Year Ended 31 December 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Director's responsibilities statement

The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments 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 director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Director

The director who served during the year was:

J Butt 

Disclosure of information to auditor

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Sayers Butterworth LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Director's report (continued)
For the Year Ended 31 December 2023

This report was approved by the board on 22 April 2024 and signed on its behalf.
 





J Butt
Director

Page 2

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Independent auditor's report to the members of Conduit Ventures General Partner II Limited
 

Opinion


We have audited the financial statements of Conduit Ventures General Partner II Limited (the 'Company') for the year ended 31 December 2023, which comprise the Profit and loss account, the Balance sheet and the related notes, including a summary of significant accounting policiesThe 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 Company's affairs as at 31 December 2023 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 director's 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 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 director with respect to going concern are described in the relevant sections of this report.


Page 3

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Independent auditor's report to the members of Conduit Ventures General Partner II Limited (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The director is responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Director's report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines is 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 director is responsible for assessing the 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 4

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Independent auditor's report to the members of Conduit Ventures General Partner II Limited (continued)



Auditor's 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 an Auditor's report 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:

Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pension legislation, and distributable profits legislations.
It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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 Auditor's report.


Page 5

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Independent auditor's report to the members of Conduit Ventures General Partner II Limited (continued)


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 2006Our 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 an Auditor's report 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.





Andrew Burch (Senior statutory auditor)
  
for and on behalf of
Sayers Butterworth LLP
 
Chartered Accountants & Statutory Auditor
  
3rd Floor
12 Gough Square
London
EC4A 3DW

22 April 2024
Page 6

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
Profit and loss account
For the Year Ended 31 December 2023

2023
2022
£
£


Turnover
391,686
383,696

Gross profit
391,686
383,696

Administrative expenses
(521,446)
(325,448)

Operating (loss)/profit
(129,760)
58,248

Interest receivable and similar income
98,596
70,517

(Loss)/profit before tax
(31,164)
128,765

(Loss)/profit for the financial year
(31,164)
128,765

The notes on pages 9 to 13 form part of these financial statements.

Page 7

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
Registered number: 06028941

Balance sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Fixed asset investments
  
527,409
527,409

  
527,409
527,409

Current assets
  

Debtors: amounts falling due within one year
 5 
313,174
1,377,960

Cash at bank and in hand
 6 
2,886
10,613

  
316,060
1,388,573

Creditors: amounts falling due within one year
 7 
(315,141)
(1,356,490)

Net current assets
  
 
 
919
 
 
32,083

Total assets less current liabilities
  
528,328
559,492

  

Net assets
  
528,328
559,492


Capital and reserves
  

Called up share capital 
  
1
1

Profit and loss account
  
528,327
559,491

  
528,328
559,492


The financial statements have been prepared 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 financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 April 2024.




J Butt
Director

The notes on pages 9 to 13 form part of these financial statements.

Page 8

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

1.


General information

Conduit Ventures General Partner II Limited is a private limited company incorporated in the United Kingdom and registered in England and Wales. The company's registered office address is 3rd Floor, 12 Gough Square, London EC4A 3DW.
The principal activity of the company during the year was that of General Partner to the Conduit Ventures IIA Limited Partnership and Conduit Co-Invest I Limited Partnership.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Turnover

Turnover represents the General Partner's share receivable by the company under the Conduit Ventures IIA LP partnership agreement.

 
2.3

Valuation of investments

Investments are included at cost less any provisions for permanent diminution in value. 

 
2.4

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

 
2.6

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Page 9

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.6
Financial instruments (continued)


Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 10

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.6
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.7

Creditors

Basic financial instruments including trade and other creditors are recognised at the transaction price.

 
2.8

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 11

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

3.


Employees

The average monthly number of employees, including directors, during the year was 1 (2022 - 1).


4.


Fixed asset investments





Unlisted investments
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 January 2023
484,618
42,791
527,409



At 31 December 2023
484,618
42,791
527,409





5.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
173,847
-

Other debtors
139,327
1,377,960

313,174
1,377,960



6.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
2,886
10,613

2,886
10,613


Page 12

 
CONDUIT VENTURES GENERAL PARTNER II LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
313,364
1,356,490

Other creditors
1,777
-

315,141
1,356,490


Page 13