The Directors of Bridges CDV Fund II (Scotland) Limited (“the Company”) present their report along with the financial statements for the year to 31 March 2025.

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of Section 1A of FRS102.

The principal activity of the Company is to act as General Partner of Bridges CDV Fund II (Founder Partner) LP, which in turn acts as Founder Partner to Bridges CDV Fund II LP ("the Fund").

Review of the business

The Company made neither a profit nor a loss, nor did it have any other recognised gains or losses for the year ended 31 March 2025 (2024: profit of £125), which is in line with the Directors’ expectations.

The Directors who held office throughout the financial year and at the time of signing of financial statements were:

Provision of Directors' Insurance

Professional Indemnity and Directors’ and Officers’ liability insurance for the Directors is provided through a policy taken out by Bridges Fund Management Limited ("the ultimate parent undertaking").

The Directors consider only one risk to be material to the business – liquidity risk.

The objective of the Company in managing liquidity risk is to ensure it can meet its financial obligations as and when they fall due. The Company expects to meet its financial obligations through operating cash flows, to the extent that these are not met on its behalf by the Company’s ultimate parent undertaking.

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the Statement of Comprehensive Income of the Company for that year. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The notes on pages 6 to 8 form part of these financial statements.

The Statement of Comprehensive income has been prepared on the basis that all operations are continuing.

The notes on pages 6 to 8 form part of these financial statements.

For the financial year ended 31 March 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.

The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Bridges CDV Fund II (Scotland) Limited is a private company limited by shares incorporated on 7 March 2006 in Scotland. The registered office is 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH3 9WJ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest pound.

Basis of preparation

The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group accounts, as it is included within the consolidated financial statements of the ultimate parent undertaking.

As the Company is a wholly owned subsidiary of Bridges Ventures Holdings Limited ("the immediate parent undertaking"), the Directors have taken advantage of the exemption contained in FRS102 section 33 and have therefore not disclosed transactions with entities which form part of the group (or investees of the group qualifying as related parties). The consolidated financial statements of the ultimate parent undertaking, within which the Company is included, can be obtained from the address given in Note 7.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at the transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Basic financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Having considered the nature of the Company’s business, key sources of income and expenditure, Balance Sheet items and the Company’s accounting policies, the Directors do not believe there are any critical accounting judgements or key sources of estimation uncertainty.

The Company had no employees during the financial year (31 March 2024: None). No remuneration was paid to the Directors during the financial year (31 March 2024: Nil).

The immediate parent undertaking is Bridges Ventures Holdings Limited and the ultimate parent undertaking is Bridges Fund Management Limited which is also the largest and the smallest group into which these financial statements are consolidated.

The registered address of Bridges Fund Management Limited is 38 Seymour Street, London, W1H 7BP.

There are no subsequent events to report.