Registered number: 12976435
CONDUIT CLUB LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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CONDUIT CLUB LIMITED
REGISTERED NUMBER: 12976435
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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CONDUIT CLUB LIMITED
REGISTERED NUMBER: 12976435
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 April 2025.
The notes on pages 5 to 17 form part of these financial statements.
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CONDUIT CLUB LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Convertible loan note repayment
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Convertible loan notes issued
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Total transactions with owners
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The notes on pages 5 to 17 form part of these financial statements.
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CONDUIT CLUB LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Convertible loan notes issued
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Total transactions with owners
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The notes on pages 5 to 17 form part of these financial statements.
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Conduit Club Limited is a private company, limited by shares incorporated in England and Wales under the Companies Act 2006. The address of the registered office is 9 Bonhill Street, London, England, EC2A 4DJ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
In preparing the financial statements, the Directors have assessed the ability of the company to continue as a going concern. They have a reasonable expectation that the company will have adequate resource to continue in operational existence for the foreseeable future, and at a minimum the twelve months from the date of signing these accounts.
Cashflow forecasts have been prepared to December 2026, and these show that the company should remain liquid if forecast revenue streams are achieved and costs are in line with expectations. Sensitivities have been applied to these cash flows that show realistic downside scenarios can also be managed by the entity.
Debt has been reviewed and as disclosed in note 16 (post balance sheet events) there have been a number of refinances and debt capitalisations since the year end. At the time of signing these finance statements the company has debt with The Conduit Holdco Ltd, the ultimate controlling party. The Directors are satisfied that The Conduit Holdco Ltd has the intention and ability to support Conduit Club Limited if required, and repayment of debt will not be demanded until the company has the cash reserves to make the repayments.
For these reasons, the directors have concluded that the company is a going concern, and these financial statements have been prepared on this basis.
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax and other sales taxes. Revenue generated from food and beverage sales is recognised at the point the sale is made to the customer.
Revenue generated from events and room hire is recognised at the time of the event. Where revenue is received in advance it is deferred until the event takes place, at which point it is released to revenue.
Revenue generated from membership income is recognised over the period to which it relates. Members pay annually or quarterly. Where revenue is received in advance it is deferred to the period it relates to.
Revenue generated from impact partnerships results in the Conduit Club providing a mix of services from membership, to events to sponsorship of events. Where the revenue from these contracts can be broken down into the different services provided, its is recognised according to when that service is provided. Where the revenue cannot be allocated to specifics services it is recognised over the term of the contract.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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:
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Long-term leasehold property
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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.
Management have estimated the useful economic list of tangible fixed assets using their judgment on the expected life span. The leasehold property was depreciated over the length of the lease until 31 December 2022 however as of 2023 there is an intention to make use of the 10 year lease extension and therefore the useful economic life has been extended out to 2041, being the length of the lease. The depreciation charge for long-term leasehold property for the year is £130,174. This would have been £285,879 using the previous estimate.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
The company issues convertible loan notes that are classified as compound financial instruments under FRS 102, consisting of both a debt component and an equity component. The debt component is initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate (EIR) method, with interest expense recognised in the income statement. The equity component, representing the conversion option, is initially recognised at the residual value and remains in equity, not subject to remeasurement. Upon conversion, the liability component is derecognised, and the equity component is reclassified to share capital. Upon repayment the liability component is derecognised and the equity component is adjusted as a movement in reserves. The terms of the convertible loan notes, including the conversion rights, interest rate, and maturity date, are disclosed in the notes to the financial statements.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Foreign currency translation
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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.
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The following areas involve judgement and provide sources of estimation uncertainty:
Convertible Debt
The company has issued convertible debt. A discount rate of 16% has been used to calculate the split between debt and equity as required under FRS102. 16% is an estimate based on management's best estimate of the rate that applied to the company at the time the debt was issued. If the actual rate was higher than the estimate, there could be a material impact on the accounts that would increase other reserves and decrease non-current liabilities.
Impairment of tangible and intangible fixed assets
Following an impairment assessment at the reporting date, management calculated the recoverable amount of each cash generating unit after confirming indicators of impairment were present. The cash generating unit was identified as the single site being operated. In calculating the recoverable amount, management calculated the value in use which involved discounting the expected future cash flows at an appropriate discount rate. If the actual discount rate was higher than the estimate, or the actual future cashflows were lower than those estimated, there could be a material impact on the accounts if the recoverable amount of the assets were to be less than the total carrying value. This could lead to a material impairment charge.
Amortisation of intangible fixed assets
Management have estimated the useful economic life of the brand license, which requires a degree of judgement. Conduit Club has acquired the non-exclusive license to use the brand to operate the club in its current location. Management therefore consider its appropriate that the useful economic life of this asset is aligned with the lease. There is currently intention to make use of the lease extension therefore the end of life of the assets has been aligned with the end of the lease including the extension. Were the intension to change, the useful economic life would be 10 years shorter leading to increased annual amortisation charges.
Useful economic life of tangible fixed assets
Management have estimated the useful economic list of tangible fixed assets using their judgment on the expected life span. The leasehold property was depreciated over the length of the lease until 31 December 2022 however as of 2023 there is an intention to make use of the 10 year lease extension and therefore the useful economic life has been extended out to 2041. Were the intention regarding the lease extension to change, the useful economic life would be 10 years shorter and the annual depreciation charge would increase.
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The average monthly number of employees, including directors, during the year was 82 (2022 - 98).
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charge for the year on owned assets
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Long-term leasehold property
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Charge for the year on owned assets
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Other debtors due after more than one year relate to the rental deposit that is repayable when the lease comes to an end, subject to deduction of any costs.
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due within one year
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Other loans with participating interests
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Amounts owed to group undertakings
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Amounts owed to owners with a participating interest
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Other taxation and social security
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Accruals and deferred income
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
9.Creditors: Amounts falling due within one year (continued)
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Other loans with participating interest
Included with other loans with participating interests as at 31 December 2022 are three loans:
A £145,000 loan which was unsecured, interest-free and repayable on demand.
A £80,000 loan which is unsecured, had an interest rate of 2% per annum and was repayable in July 2023.
A £300,000 loan which is unsecured that was due for repayment on 25 November 2022. As it was overdue penalty interest of 5% per annum was being charged.
In February 2023 all of this debt was converted to equity.
Other creditors
Included within other creditors is £nil (2022 - £498,000) relating to payments the company has committed to pay by way of ex gratia payments to support the Directors / Management team of the previous Conduit Club. The amounts were paid during 2023.
Convertible loan notes
Included within convertible loan notes are:
- £634,570 (2022 - £nil) of convertible loan notes owed to group undertakings. Interest is charged at 5% per annum and they are due for repayment, or can be converted to equity until 31 May 2024.
- £426,164 (2022 - £403,247 recognised in convertible loan notes due after more than one year) of convertible loans notes with third parties that are due for repayment, or can be converted to equity until 20 December 2024. Interest is charged at 10% per annum.
Amounts owed to group undertakings / amounts owed to participating interests
On 23 February 2023 The Conduit Holdco Ltd acquired control of Conduit Club Ltd. The balance as at 31 December 2022 owed to owners with a participating interest, and the balance as at 31 December 2023 owed to group undertakings are both with Conduit Club Ltd but the change in ownership means they are disclosed differently at each year end.
Amounts owed to group undertaking and owners with a participating interest (greater than 20% ownership) are interest free and repayable on demand.
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due after more than one year
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Convertible loan notes with participating interests
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Accruals and deferred income
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Convertible loans as at 31 December 2022 were due for repayment, or could be converted to equity until December 2024. Interest was charged at 10% per annum. They have been recognised within convertible loan notes due within one year as at 31 December 2023.
Convertible loan notes with participating interest as at 31 December 2022 were due for repayment or could be converted until 31 May 2024. They had an interest rate of 5% per annum. In February 2023 all of this debt was converted to equity.
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Charged to profit or loss
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The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £68,991 (2022 - £85,895) for the period to 31 December 2023. £20,101 (2022 - £20,796) was owed at the year end.
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Related party transactions
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Note 8 discloses amounts owed from group undertakings. Notes 10 and 11 disclose amounts owed to owners with participating interests and group undertakings. Following the allotment of shares to the Conduit Holdco Limited on 24 February 2023, the Conduit Holdco Limited is now referred to as group undertakings. Previously it was referred to as owners with a participating interest
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CONDUIT CLUB LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Post balance sheet events
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On 12 January 2024, £217,315 was drawn down with The Conduit Holdco Ltd under a loan agreement. The loan had a repayment date of 31 March 2024 and failing repayment, it was to be considered a drawdown. This balance was included within the £717,315 which was converted to equity on 31 May 2024, as noted below.
On 31 May 2024, £717,315 of convertible loan notes held by The Conduit Holdco Ltd were converted to equity. Conduit Club Ltd issued 732,228 £0.0001 Ordinary shares in connection with this.
On 31 May 2024, £332,685 of convertible loans notes issued by the Company and held by The Conduit Holdco Ltd that were due for repayment were extended to 31 August 2024. On 31 March 2025 the repayment date was further extended to 30 September 2026.
On 12 March 2025, £437,500 of convertible loan notes held with third parties were refinanced. The interest due on the loan notes was rolled up into this refinance meaning the company now has a loan of £591,731 with an 8% interest rate charged per annum, payable quarterly. Repayment of this debt begins on 31 March 2026 and the final repayment date is 31 December 2026.
Conduit Club Limited is a subsidiary of The Conduit Holdco Limited, which is the ultimate parent company. The Conduit Holdco Limited is incorporated in the United Kingdom and is considered the ultimate controlling party.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 1 April 2025 by Isabelle Shepherd (Senior statutory auditor) on behalf of HaysMac LLP.
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