Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-3182false2023-01-01falseNo description of principal activity98trueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 12976435 2023-01-01 2023-12-31 12976435 2022-01-01 2022-12-31 12976435 2023-12-31 12976435 2022-12-31 12976435 2022-01-01 12976435 2 2023-01-01 2023-12-31 12976435 3 2023-01-01 2023-12-31 12976435 3 2022-01-01 2022-12-31 12976435 1 2023-01-01 2023-12-31 12976435 e:Director13 2023-01-01 2023-12-31 12976435 d:Buildings d:LongLeaseholdAssets 2023-01-01 2023-12-31 12976435 d:Buildings d:LongLeaseholdAssets 2023-12-31 12976435 d:Buildings d:LongLeaseholdAssets 2022-12-31 12976435 d:PlantMachinery 2023-01-01 2023-12-31 12976435 d:PlantMachinery 2023-12-31 12976435 d:PlantMachinery 2022-12-31 12976435 d:PlantMachinery d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12976435 d:OfficeEquipment 2023-01-01 2023-12-31 12976435 d:OfficeEquipment 2023-12-31 12976435 d:OfficeEquipment 2022-12-31 12976435 d:OfficeEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12976435 d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12976435 d:PatentsTrademarksLicencesConcessionsSimilar 2023-01-01 2023-12-31 12976435 d:CopyrightsPatentsTrademarksServiceOperatingRights 2023-12-31 12976435 d:CopyrightsPatentsTrademarksServiceOperatingRights 2022-12-31 12976435 d:CurrentFinancialInstruments 2023-12-31 12976435 d:CurrentFinancialInstruments 2022-12-31 12976435 d:Non-currentFinancialInstruments 2023-12-31 12976435 d:Non-currentFinancialInstruments 2022-12-31 12976435 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 12976435 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 12976435 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 12976435 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 12976435 d:ShareCapital 2023-01-01 2023-12-31 12976435 d:ShareCapital 2023-12-31 12976435 d:ShareCapital 2022-01-01 2022-12-31 12976435 d:ShareCapital 2022-12-31 12976435 d:ShareCapital 2022-01-01 12976435 d:SharePremium 2023-01-01 2023-12-31 12976435 d:SharePremium 2023-12-31 12976435 d:SharePremium 2 2023-01-01 2023-12-31 12976435 d:SharePremium 3 2023-01-01 2023-12-31 12976435 d:SharePremium 2022-01-01 2022-12-31 12976435 d:SharePremium 2022-12-31 12976435 d:SharePremium 2022-01-01 12976435 d:SharePremium 3 2022-01-01 2022-12-31 12976435 d:OtherMiscellaneousReserve 2023-01-01 2023-12-31 12976435 d:OtherMiscellaneousReserve 2023-12-31 12976435 d:OtherMiscellaneousReserve 2 2023-01-01 2023-12-31 12976435 d:OtherMiscellaneousReserve 3 2023-01-01 2023-12-31 12976435 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 12976435 d:OtherMiscellaneousReserve 2022-12-31 12976435 d:OtherMiscellaneousReserve 2022-01-01 12976435 d:OtherMiscellaneousReserve 3 2022-01-01 2022-12-31 12976435 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12976435 d:RetainedEarningsAccumulatedLosses 2023-12-31 12976435 d:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 12976435 d:RetainedEarningsAccumulatedLosses 3 2023-01-01 2023-12-31 12976435 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12976435 d:RetainedEarningsAccumulatedLosses 2022-12-31 12976435 d:RetainedEarningsAccumulatedLosses 2022-01-01 12976435 d:RetainedEarningsAccumulatedLosses 3 2022-01-01 2022-12-31 12976435 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-01-01 2023-12-31 12976435 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-12-31 12976435 e:FRS102 2023-01-01 2023-12-31 12976435 e:Audited 2023-01-01 2023-12-31 12976435 e:FullAccounts 2023-01-01 2023-12-31 12976435 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12976435 e:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 12976435 d:CopyrightsPatentsTrademarksServiceOperatingRights d:ExternallyAcquiredIntangibleAssets 2023-01-01 2023-12-31 12976435 d:ShareCapital 2 2023-01-01 2023-12-31 12976435 d:ShareCapital 3 2023-01-01 2023-12-31 12976435 d:ShareCapital 3 2022-01-01 2022-12-31 12976435 d:CopyrightsPatentsTrademarksServiceOperatingRights d:OwnedIntangibleAssets 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure

Registered number: 12976435










CONDUIT CLUB LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CONDUIT CLUB LIMITED
REGISTERED NUMBER: 12976435

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 5 
2,853,063
-

Tangible assets
 6 
2,885,728
2,839,623

  
5,738,791
2,839,623

Current assets
  

Stocks
 7 
110,301
134,308

Debtors: amounts falling due after more than one year
 8 
492,219
396,000

Debtors: amounts falling due within one year
 8 
533,173
464,107

Cash at bank and in hand
  
441,921
1,086,928

  
1,577,614
2,081,343

Creditors: amounts falling due within one year
 9 
(4,165,368)
(3,867,730)

Net current liabilities
  
 
 
(2,587,754)
 
 
(1,786,387)

Total assets less current liabilities
  
3,151,037
1,053,236

Creditors: amounts falling due after more than one year
 10 
(1,283,570)
(2,651,657)

Provisions for liabilities
  

Other provisions
  
(54,978)
-

  
 
 
(54,978)
 
 
-

Net assets/(liabilities)
  
1,812,489
(1,598,421)


Capital and reserves
  

Called up share capital 
  
1,889
1,391

Share premium account
  
10,657,094
5,872,319

Other reserves
  
218,991
191,402

Profit and loss account
  
(9,065,485)
(7,663,533)

  
1,812,489
(1,598,421)


Page 1

 
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.




N A Hamilton
Director

The notes on pages 5 to 17 form part of these financial statements.

Page 2

 
CONDUIT CLUB LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
1,391
5,872,319
191,402
(7,663,533)
(1,598,421)


Comprehensive income for the year

Loss for the year

-
-
-
(1,401,952)
(1,401,952)


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
(1,401,952)
(1,401,952)


Contributions by and distributions to owners

Shares issued during the year
479
4,593,392
-
-
4,593,871

Convertible loan note repayment
19
191,383
(191,402)
-
-

Convertible loan notes issued
-
-
218,991
-
218,991


Total transactions with owners
498
4,784,775
27,589
-
4,812,862


At 31 December 2023
1,889
10,657,094
218,991
(9,065,485)
1,812,489


The notes on pages 5 to 17 form part of these financial statements.

Page 3

 
CONDUIT CLUB LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
1,274
4,697,860
-
(4,386,046)
313,088


Comprehensive income for the year

Loss for the year

-
-
-
(3,277,487)
(3,277,487)


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
(3,277,487)
(3,277,487)


Contributions by and distributions to owners

Shares issued during the year
117
1,174,459
-
-
1,174,576

Convertible loan notes issued
-
-
191,402
-
191,402


Total transactions with owners
117
1,174,459
191,402
-
1,365,978


At 31 December 2022
1,391
5,872,319
191,402
(7,663,533)
(1,598,421)


The notes on pages 5 to 17 form part of these financial statements.

Page 4

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

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

 
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 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:

 
2.2

Going concern

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.

Page 5

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

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.

 
2.4

Operating leases: the Company as lessee

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.

 
2.5

Intangible assets

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:

Brand License
-
18
years

Page 6

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

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.

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:

Long-term leasehold property
-
Length of lease
Plant and machinery
-
4 years
Office equipment
-
3 years

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. 

 
2.7

Stocks

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.

 
2.8

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.

Page 7

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

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. 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.

 
2.10

Financial instruments

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.

 
2.11

Creditors

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.

 
2.12

Finance costs

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.

 
2.13

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.

Page 8

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Provisions for liabilities

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.

 
2.15

Pensions

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.

 
2.16

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 9

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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.  
I
mpairment 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.
 


4.


Employees

The average monthly number of employees, including directors, during the year was 82 (2022 - 98).

Page 10

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Intangible assets




Brand license

£



Cost


Additions
2,992,500



At 31 December 2023

2,992,500



Amortisation


Charge for the year on owned assets
139,437



At 31 December 2023

139,437



Net book value



At 31 December 2023
2,853,063



At 31 December 2022
-



Page 11

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
2,376,537
992,991
151,742
3,521,270


Additions
23,993
470,678
60,284
554,955



At 31 December 2023

2,400,530
1,463,669
212,026
4,076,225



Depreciation


At 1 January 2023
318,373
307,296
55,978
681,647


Charge for the year on owned assets
130,174
319,645
59,031
508,850



At 31 December 2023

448,547
626,941
115,009
1,190,497



Net book value



At 31 December 2023
1,951,983
836,728
97,017
2,885,728



At 31 December 2022
2,058,164
685,695
95,764
2,839,623


7.


Stocks

2023
2022
£
£

Other stock
40,992
46,699

Goods for resale
69,309
87,609

110,301
134,308


Page 12

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
492,219
396,000

492,219
396,000


2023
2022
£
£

Due within one year

Trade debtors
71,529
314,084

Amounts owed by group undertakings
300
-

Other debtors
38,230
16,426

Prepayments and accrued income
423,114
133,597

533,173
464,107


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. 

Page 13

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Convertible loan notes
1,060,734
-

Other loans with participating interests
-
525,000

Trade creditors
902,419
302,160

Amounts owed to group undertakings
375,533
-

Amounts owed to owners with a participating interest
-
80,929

Other taxation and social security
321,886
256,805

Other creditors
152,317
657,969

Accruals and deferred income
1,352,479
2,044,867

4,165,368
3,867,730


Page 14

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.Creditors: Amounts falling due within one year (continued)

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.

Page 15

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Convertible loan notes
-
403,247

Convertible loan notes with participating interests
-
592,601

Other creditors
228,015
266,921

Accruals and deferred income
1,055,555
1,388,888

1,283,570
2,651,657


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.


11.


Provisions





Other provisions

£





Charged to profit or loss
54,978



At 31 December 2023
54,978


12.


Pension commitments

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. 






13.


Related party transactions

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

Page 16

 
CONDUIT CLUB LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Post balance sheet events

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. 


15.


Controlling party

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. 


16.


Auditors' information

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.

Page 17