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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 2025
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 - 14
CONDUIT VENTURES GENERAL PARTNER II LIMITED Director's report For the Year Ended 31 December 2025 The director presents his report and the financial statements for the year ended 31 December 2025.
Director
The director who served during the year was:
J Butt
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 2006. He 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.
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 LLP, will 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 2025 This report was approved by the board on 24 April 2026 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 2025, which comprise the Profit and loss account, the Balance sheet and the related notes, including a summary of significant accounting policies. The 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 2025 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 Report. Our 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 has 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 2006. Our 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 24 April 2026 Page 6
CONDUIT VENTURES GENERAL PARTNER II LIMITED Profit and loss account For the Year Ended 31 December 2025
| 2025 | 2024
| £ | £
Turnover |  | 546,839 | 381,130
Gross profit |  | 546,839 | 381,130
Administrative expenses |  | (594,853) | (502,969)
Operating loss |  | (48,014) | (121,839)
Impairment of fixed asset investment |  | (430,959) | -
Interest receivable and similar income |  | 2,366 | 2,487
Loss before tax |  | (476,607) | (119,352)
Loss for the financial year |  | (476,607) | (119,352)
The notes on pages 9 to 14 form part of these financial statements.
Page 7
CONDUIT VENTURES GENERAL PARTNER II LIMITED Registered number: 06028941 Balance sheet As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Fixed asset investments |  |  | 64,824 |  | 538,574
|  |  | 64,824 |  | 538,574
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 374,174 |  | 333,761 |
Cash at bank and in hand | 6 | 53,857 |  | 5,246 |
|  | 428,031 |  | 339,007 |
Creditors: amounts falling due within one year | 7 | (560,486) |  | (468,605) |
Net current liabilities |  |  | (132,455) |  | (129,598)
Total assets less current liabilities |  |  | (67,631) |  | 408,976
Net (liabilities)/assets |  |  | (67,631) |  | 408,976
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 1 |  | 1
Profit and loss account |  |  | (67,632) |  | 408,975
|  |  | (67,631) |  | 408,976
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 24 April 2026.
J Butt
Director
The notes on pages 9 to 14 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 2025
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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.4 | Associates and joint ventures
Associates and Joint Ventures are held at cost less impairment.
| 2.5 | 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.
| 2.6 | 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. Page 9
CONDUIT VENTURES GENERAL PARTNER II LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.7 | 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. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors 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 At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 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. Page 10
CONDUIT VENTURES GENERAL PARTNER II LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.7 | Financial instruments (continued)
Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
| 2.8 | Creditors
Basic financial instruments including trade and other creditors are recognised at the transaction price. Page 11
CONDUIT VENTURES GENERAL PARTNER II LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.9 | 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.
| 2.10 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.11 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 12
CONDUIT VENTURES GENERAL PARTNER II LIMITED Notes to the financial statements For the Year Ended 31 December 2025
3. | Employees
| The average monthly number of employees, including directors, during the year was 1 (2024 - 1).
4. | Fixed asset investments
|  | Investments in associates | Unlisted investments | Other fixed asset investments | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 11,165 | 484,618 | 42,791 | 538,574
| Disposals | - | - | (42,791) | (42,791)
| At 31 December 2025 | 11,165 | 484,618 | - | 495,783
| Impairment |  |  |  |
| Charge for the period | - | 430,959 | - | 430,959
| At 31 December 2025 | - | 430,959 | - | 430,959
| Net book value |  |  |  |
| At 31 December 2025 | 11,165 | 53,659 | - | 64,824
| At 31 December 2024 | 11,165 | 484,618 | 42,791 | 538,574
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 309,564 | 263,607
| Other debtors | 64,610 | 70,154
|  | 374,174 | 333,761
Page 13
CONDUIT VENTURES GENERAL PARTNER II LIMITED Notes to the financial statements For the Year Ended 31 December 2025
6. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 53,857 | 5,246
|  | 53,857 | 5,246
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 560,486 | 468,605
|  | 560,486 | 468,605
Page 14