ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

Registered number: 12976435

CONDUIT CLUB LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

CONDUIT CLUB LIMITED

COMPANY INFORMATION

Directors	J Campion
	J De Silva
	N Hamilton


Registered number	12976435


Registered office	9 Bonhill Street
	London
	England
	EC2A 4DJ


Independent auditor	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

CONDUIT CLUB LIMITED

CONTENTS

	Page
Strategic Report	1 - 3
Directors' Report	4 - 5
Independent Auditor's Report	6 - 9
Statement of Comprehensive Income	10
Statement of Financial Position	11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 - 28

CONDUIT CLUB LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Strategic Report for the Company for the year ended 31 December 2025.

The principal activity of Conduit Club Limited during the year remained the operation of a members’ club focused on creating a just, prosperous and sustainable future.

Business review

Turnover increased to £8,006,135 (2024: £7,260,175), driven primarily by strong events performance, increased food and beverage sales, and growth in impact partnership income with Membership remaining the second largest business line. This operational progress paved the way for a transformational agreement to outsource the food and beverage operations to a values-aligned partner which was completed in January 2026.

Food and beverage income increased to £1,441,150 (2024: £1,098,028), events income increased to £3,201,457 (2024: £2,909,538), membership income increased to £1,606,975 (2024: £1,511,545), and impact income increased to £892,175 (2024: £653,536). Workspace income reduced to £864,378 (2024: £1,087,528) as space was held back to make space for a new Restaurant opening as part of the Food and Beverage outsourcing deal. Gross profit rose to £6,753,457 (2024: £6,262,837).

The Company recorded an operating loss of £938,125 (2024: £1,144,647) and an overall loss of £1,027,017 (2024: £1,231,942). Cost pressures continued to arise from staffing, administrative expenses, operating lease rentals and other expenditure, while management continued to invest in the long-term development of the business. Net assets decreased to £427,954 (2024: £1,454,971).

Capital investment during the year totalled £137,154 (2024: £95,638), principally relating to office equipment.

Principal risks and uncertainties

Financial Sustainability Risk: The Company reported a loss for the year and had net current liabilities of £2.98m (2024: £2.27m). The decision to bring in a Food and Beverage partner is expected to improve financial performance, increase liquidity and reduce the operational risk profile of the business.

Regulatory Risk: As a hospitality operator, risks arise from minimum wage obligations, food hygiene standards, health and safety, and licensing compliance. These risks are expected to be mitigated in part by the appointment of a Food and Beverage partner with appropriate systems, controls and sector expertise.

Operational and Cost Risks: Wage inflation, administrative expenditure, lease costs and supplier cost pressures present ongoing challenges. Outsourcing food and beverage operations is expected to mitigate a significant element of these risks and improve liquidity.

Impairment Risk: Significant intangible asset values of £2.53m (2024: £2.70m) and tangible asset values of £2.13m (2024: £2.49m) require ongoing monitoring. Impairment assessments rely on projected cash flows and discount rates. The Board continues to monitor performance carefully, supported by the expected benefits of the Food and Beverage partnership.

Funding and Debt Management: On 1 January 2025, convertible loan notes and related accrued interest with a carrying value of £586,576 were refinanced. The new loan amounted to £591,731, bears interest at 8% per annum and is repayable in quarterly instalments, with final repayment due on 31 December 2026. The Company also had creditors falling due after more than one year of £1,321,957 (2024: £1,431,735).

Page 1

CONDUIT CLUB LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators

∙Revenue: £8,006,135 (2024: £7,260,175)

∙Gross Profit: £6,753,457 (2024: £6,262,837)

∙Operating Loss: £938,125 (2024: £1,144,647)

∙Net Loss: £1,027,017 (2024: £1,231,942)

∙Cash at Bank: £632,100 (2024: £309,734)

∙Net Assets: £427,954 (2024: £1,454,971)

Other key performance indicators

Headcount stayed at 95 (2024: 95) as the Company maintained operational capacity.

Staff costs increased to £3.99m (2024: £3.92m), reflecting some wage inflation . Events revenue growth, food and beverage growth, and impact partnership growth reflected high venue utilisation and continued demand for the Company’s purpose-led community and programming.

Future developments

The Board remains confident in the Company’s long term potential. Strategic priorities include:

∙Continued investment in member experience and the membership community.

∙Growth in events and impact partnership programmes.

∙Completing the outsourcing and effective handover with the Food and Beverage partner

∙Using the Food and Beverage partnership to enhance hospitality service to members, transform profitability and de-risk the business model.

Going Concern
In preparing these financial statements, the Directors have assessed the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The forecasts show that the Company expects to maintain sufficient liquidity if forecast revenue streams are achieved and operating costs remain in line with expectations.

The revenue projections included in the forecasts which show that Club revenues have stabilised significantly in the past year with the outsourcing of food and beverage and long-term Workspace members agreed and a maturing events business. We continue to monitor our evolving membership proposition.

Page 2

CONDUIT CLUB LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

The forecasts indicate that the Company cash position is sensitive to certain downside scenarios and therefore if the revenue projections are not achieved, the directors have considered downside scenarios and are satisfied that, should they eventuate, the company has several mitigation options that would enable it to continue to operate as a going concern.

The financial statements have been prepared on a going concern basis because the directors believe that it remains appropriate to do so.

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

................................................

N Hamilton

Director

Date: 27 August 2026

Page 3

CONDUIT CLUB LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 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 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 profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements 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 to 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.

Results and dividends

The loss for the year, after taxation, amounted to £1,027,017 (2024 - loss £1,231,942).

The directors recommend no dividend for the year (2024: none).

Directors

The directors who served during the year were:

J Campion

J De Silva

N Hamilton

M Kennedy (resigned 7 July 2026)

S Prime (resigned 2 April 2025)

Future developments

The Company has chosen, in accordance with Companies Act 2006, s.414C(11), to set out in the Company's Strategic Report; the information relating to future development and financial risk management.

Page 4

CONDUIT CLUB LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director 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, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

................................................

N Hamilton

Director

Date: 27 August 2026

Page 5

CONDUIT CLUB LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONDUIT CLUB LIMITED

Opinion

We have audited the financial statements of Conduit Club Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 directors' 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 directors with respect to going concern are described in the relevant sections of this report.

Page 6

CONDUIT CLUB LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONDUIT CLUB 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 directors are 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have 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 Strategic Report or the Directors' 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 directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 7

CONDUIT CLUB LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONDUIT CLUB 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations are the minimum wage act, food hygiene regulation and licensing regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙inspecting correspondence with regulators and tax authorities;

∙consideration of known or suspected instances of non-compliance with laws and regulations and fraud, through discussion with management, review of board minutes, and review of the Food Standards Agency website;

∙evaluating management’s controls designed to prevent and detect irregularities;

∙identifying and testing journals, in particular journal entries posted with unusual account combinations, postings with high value transactions or rounded entries, and postings that impacted revenue; and

∙challenging assumptions and judgements made by management in their critical accounting estimates, particularly in respect of the impairment of tangible and intangible fixed assets.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 8

CONDUIT CLUB LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONDUIT CLUB 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.

Christopher Morgan (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

27 August 2026

Page 9

CONDUIT CLUB LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
	£	£

Turnover	4	8,006,135	7,260,175
Cost of sales		(1,252,678)	(997,338)
Gross profit		6,753,457	6,262,837
Administrative expenses		(7,768,647)	(7,477,181)
Other operating income	5	77,065	69,697
Operating loss	6	(938,125)	(1,144,647)
Interest payable and similar expenses	10	(88,892)	(87,295)
Loss before tax		(1,027,017)	(1,231,942)
Tax on loss	11	-	-
Loss for the financial year		(1,027,017)	(1,231,942)

There was no other comprehensive income for 2025 (2024: £nil).

The notes on pages 13 to 28 form part of these financial statements.

Page 10

CONDUIT CLUB LIMITED

REGISTERED NUMBER: 12976435

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		2,530,287		2,696,536
Tangible assets	13		2,126,418		2,486,027
			4,656,705		5,182,563
Current assets
Stock	14	69,045		88,831
Debtors: amounts falling due after more than one year	15	502,398		497,398
Debtors: amounts falling due within one year	15	585,347		626,450
Cash at bank and in hand	16	632,100		309,734
		1,788,890		1,522,413

Creditors: amounts falling due within one year	17	(4,771,463)		(3,794,351)
Net current liabilities			(2,982,573)		(2,271,938)
Total assets less current liabilities			1,674,132		2,910,625
Creditors: amounts falling due after more than one year	18		(1,246,178)		(1,431,735)
Provisions for liabilities
Other provisions			-		(23,919)
Net assets			427,954		1,454,971

Capital and reserves
Called up share capital	20	1,945	1,945
Share premium account	21	11,389,267	11,389,267
Other reserves	21	332,685	361,186
Profit and loss account	21	(11,295,943)	(10,297,427)
		427,954	1,454,971

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

N Hamilton

Director

Date: 27 August 2026

Page 11

CONDUIT CLUB LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2025	1,945	11,389,267	361,186	(10,297,427)	1,454,971

Loss for the year	-	-	-	(1,027,017)	(1,027,017)
Extinguishment of convertible loan	-	-	(28,501)	28,501	-
At 31 December 2025	1,945	11,389,267	332,685	(11,295,943)	427,954

The notes on pages 13 to 28 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,889	10,657,094	828,501	(9,065,485)	2,421,999

Loss for the year	-	-	-	(1,231,942)	(1,231,942)
Other movement	-	-	250,000	-	250,000
Shares issued during the year	2	14,912	-	-	14,914
Convertible loan note repayment	72	717,243	(717,315)	-	-
Financial instruments issued classified as equity	(18)	18	-	-	-
At 31 December 2024	1,945	11,389,267	361,186	(10,297,427)	1,454,971

The notes on pages 13 to 28 form part of these financial statements.

Page 12

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Conduit Club Limited is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered number is 12976435 and registered office address 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of The Conduit Holdco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.

2.3

Going concern

In preparing these financial statements, the Directors have assessed the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The forecasts show that the Company expects to maintain sufficient liquidity if forecast revenue streams are achieved and operating costs remain in line with expectations.

The revenue projections included in the forecasts which show that Club revenues have stabilised significantly in the past year with the outsourcing of food and beverage and long-term Workspace members agreed and a maturing events business. We continue to monitor our evolving membership proposition.

Page 13

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern (continued)

2.4

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.

2.5

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 during which the related membership benefits are provided. Membership subscriptions are payable annually or quarterly. Income received in advance is deferred and recognised in the profit and loss account over the period to which the membership benefits relate.

Revenue generated from workspace revenue is recognised over the period in which the workspace is provided. Any amounts received in advance are recognised in deferred income until earned.

Revenue generated from impact partnership income arises from arrangements under which the Conduit Club provides a range of services, which may include membership benefits, event access, co-curated events, projects and other collaborative activities. Management assesses each partnership arrangement to identify the distinct performance obligations within the contract and allocates consideration to those obligations on an appropriate basis. Revenue is recognised as the relevant performance obligations are satisfied, either over time where services are provided continuously (for example, membership benefits) or at a point in time when specific events, projects or other deliverables are provided

Page 14

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue (continued)

2.6

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.

2.7

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.

2.8

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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.9

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 reporting date in the countries where the Company operates and generates income.

Page 15

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

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 licence

years

2.11

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	-	over the length of the lease (including lease extension period when there is an intention to extend)
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 life of tangible fixed assets using their judgement on the expected life span.

Page 16

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.12

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 reporting 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.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.14

Cash

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

2.15

Creditors

Short-term creditors are measured at the transaction price.

2.16

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.

2.17

Financial instruments

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

2.18

Convertible loan notes

Compound financial instruments

Convertible loan notes that meet the definition of compound financial instruments are classified as such and consist of both a liability and an equity component under FRS102 section 12 (other financial instruments).

On initial recognition, the fair value of the liability component is determined by discounting the contractual future cash flows (interest and principal) at the market rate of interest that would apply to a similar debt instrument without the conversion option.

The equity component is calculated as the residual amount after deducting the fair value of the liability component from the total proceeds of the instrument. The equity component is recognised in “Other reserves” and is not subsequently remeasured.

Page 17

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

Transaction costs are allocated between the liability and equity components in proportion to their initial carrying amounts.

After initial recognition:

∙The liability component is measured at amortised cost, using the effective interest method.

∙The equity component remains in equity until the conversion option is exercised or the instrument matures.

On conversion, the carrying amount of the liability is transferred to share capital and share premium (as applicable), together with the related equity component.

If the conversion option lapses unexercised at maturity, the equity component is transferred to retained earnings.

Interest expense on the liability component is recognised in profit or loss over the term of the notes, representing the unwinding of the discount using the effective interest rate.

Equity instruments

Convertible loan notes that meet the definition of equity are classified as other reserves.

On initial recognition the fair value of the amount received, being the cash value, is shown as an increase to other reserves.

On conversion, the carrying amount of the other reserves is transferred to share capital and share premium.

Page 18

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results ordinarily may differ from those estimates. The directors consider the following items to be areas subject to estimation and judgement:

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 licence, which requires a degree of judgement. Conduit Club has acquired the non-exclusive licence to use the brand to operate the club in its current location. Management therefore consider it 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 asset has been aligned with the end of the lease including the extension.

The carrying value of the brand licence at the reporting date was £2,530,287. Were the intention to change, the useful economic life would be 10 years shorter, resulting in an increase in the annual amortisation charge of £207,814, from £166,249 to £374,063.

Useful economic life of tangible fixed assets

Management have estimated the useful economic life of tangible fixed assets using their judgement 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 was 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 by £199,278, from £88,536 to £287,814 per annum.

Page 19

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

4.	Turnover
		2025	2024
		£	£

Food and beverage	1,441,150	1,098,028
Events	3,201,457	2,909,538
Membership	1,606,975	1,511,545
Impact	892,175	653,536
Workspace	864,378	1,087,528
	8,006,135	7,260,175

All turnover arose within the United Kingdom.

5.	Other operating income
		2025	2024
		£	£

	Rental income	77,065	69,697

Depreciation of tangible fixed assets	496,763	495,339
Other operating lease rentals	1,217,880	1,125,708
Share-based payment	166,249	156,527

	Fees payable to the Company's auditor for the audit of the Company's financial statements	60,000	50,000
	Fees payable to the Company's auditors for non-audit services	2,100	2,000

Page 20

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Wages and salaries	3,516,721	3,488,446
Social security costs	400,717	357,339
Cost of defined contribution scheme	68,011	74,802
	3,985,449	3,920,587

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Headcount	95	95

9.	Directors' remuneration
		2025	2024
		£	£

	Directors' emoluments	34,213	36,825

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the directors amounted to £291 (2024: £904). Retirement benefits are accruing to 1 Directors (2024: 1) under defined contribution pension schemes.

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Other loan interest payable	60,467	86,201
	Other interest payable	28,425	1,094

Page 21

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Current tax on profits for the year	-	-
	Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	-	-
Total deferred tax	-	-


		-	-

Loss on ordinary activities before tax

(1,027,016)

(1,231,942)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(256,754)	(307,986)
Effects of:
Capital allowances for year in excess of depreciation	64,952	75,152
Expenses not deductible for tax purposes	7,736	7,438
Income not taxable for tax purposes	-	(27)
Movement in deferred tax not recognised	184,066	225,173
Other permanent differences	-	250
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Intangible assets

		Brand license
		£
	Cost
	At 1 January 2025	2,992,500
	At 31 December 2025	2,992,500
	Amortisation
	At 1 January 2025	295,964
	Charge for the year	166,249
	At 31 December 2025	462,213
	Net book value
	At 31 December 2025	2,530,287
	At 31 December 2024	2,696,536

Page 23

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Office equipment	Total
	£	£	£	£
Cost
At 1 January 2025	2,400,530	1,541,597	229,736	4,171,863
Additions	-	27,646	109,508	137,154
At 31 December 2025	2,400,530	1,569,243	339,244	4,309,017
Depreciation
At 1 January 2025	568,902	927,509	189,425	1,685,836
Charge for the year	88,536	390,557	17,670	496,763
At 31 December 2025	657,438	1,318,066	207,095	2,182,599
Net book value
At 31 December 2025	1,743,092	251,177	132,149	2,126,418
At 31 December 2024	1,831,628	614,088	40,311	2,486,027

14.	Stock
		2025	2024
		£	£

	Goods for resale	69,045	88,831

Page 24

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Debtors
		2025	2024
		£	£

Due after more than one year
Other debtors	502,398	497,398

					2025	2024
					£	£

Due within one year
Trade debtors	58,275	27,421
Amounts owed by group undertakings	11,566	76,780
Other debtors	44,755	69,734
Prepayments and accrued income	470,751	452,515
	585,347	626,450

Amounts owed by group undertakings are unsecured, interest free, and payable on demand.

16.	Cash
		2025	2024
		£	£

Cash at bank and in hand	632,100	309,734
	632,100	309,734

17.	Creditors: amounts falling due within one year
		2025	2024
		£	£

Other loans	591,731	-
Convertible loan notes	-	433,502
Trade creditors	1,130,081	1,008,278
Other taxation and social security	1,032,678	629,503
Other creditors	71,860	74,611
Accruals and deferred income	1,945,113	1,648,457
	4,771,463	3,794,351

Page 25

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.Creditors: amounts falling due within one year (continued)

On 1 January 2025, convertible loan notes and related accrued interest with a carrying value of £586,576 were refinanced. As the revised terms represented a substantive modification of the existing arrangement, the original convertible loan notes were accounted for as extinguished and a new loan recognised within other loans.

The new loan amounted to £591,731, bears interest at 8% per annum and is repayable in quarterly instalments, with final repayment due on 31 December 2026. The related balance held within the convertible loan reserve was transferred to retained earnings following extinguishment of the conversion rights.

18.	Creditors: amounts falling due after more than one year
		2025	2024
		£	£

Other creditors	160,016	194,016
Accruals and deferred income	1,086,162	1,237,719
	1,246,178	1,431,735

Accruals and deferred income due after more than one year include lease incentives that are being spread over the term of the lease.

Amounts falling due within one year
Other loans	591,731	-
Convertible loan notes	-	433,502

20.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

19,450,000 (2024: 19,450,000) ordinary shares of £0.0001 each	1,945	1,945

Page 26

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.

Reserves

Share premium account

The share premium account represents the excess of proceeds received over the nominal value of shares issued, net of any issue costs.

Other reserves

Other reserves includes:

- Convertible loan notes that meet the definition of equity as the borrower (being Conduit Club Ltd) can convert these loan notes to shares at there discretion. No interest is payable on these loan notes. As at 31 December 2025 this balance was £332,685 (2024: £332,685).

- The equity element of convertible loan notes recognised as compound financial instruments. Following the refinancing and extinguishment of the conversion feature during the year, the balance was transferred to retained earnings. At 31 December 2025 the balance was £nil (2024: £28,501).

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses less any dividends paid.

22.	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 £68,011 (2024: £74,802). Contributions totalling £13,568 (2024: £19,895) were payable to the fund at the reporting date.

Not later than 1 year	1,038,500	1,038,500
Later than 1 year and not later than 5 years	2,988,608	2,988,608
Later than 5 years	248,884	1,287,384
	4,275,992	5,314,492

Page 27

CONDUIT CLUB LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.

Related party transactions

During the year Conduit Club Ltd (CCL) incurred the following transactions with its controlling parent company, The Conduit Holdco Ltd (CHL):

∙Costs of £455,517 (2024: £436,716) were recharged from CHL to CCL

∙Costs of £49,583 (2024: £393,364) were recharged from CCL to CHL

∙CCL received £396,825 (2024: £332,250) from CHL in respect of room hire revenue.

∙CCL paid £75,700 (2024: £nil) to CHL in relation to impact partnerships fulfilled by CHL on the CCL's behalf.

∙CCL received £168,000 (2024: £nil) from CHL in relation to impact partnerships fulfilled by CCL on CHL's behalf.

∙CCL received £77,065 (2024: £69,697) from CHL in respect of other services and support provided.

At 31 December 2025, an amount of £321,119 (2024: £255,905) was owed by CCL to CHL. Included within the balance owed to CHL is £332,685 (2024: £332,685) recognised within other reserves in respect of convertible loan notes held by CHL.

25.	Post balance sheet events

On 7 February 2026 the Convertible Loan agreement of £332,685 owed to The Conduit Holdco Ltd. was amended with a repayment date of 31st March 2027 (or such later date as the parties may agree)

On 5th January 2026 the Food and Beverage operations were outsourced to an external provider. Operational teams were transferred over to the external provider.

26.	Controlling party

The Company's immediate parent undertaking is The Conduit Holdco Limited, whose registered office is at 9 Bonhill Street, London, England, EC2A 4DJ. There is no one individual ultimate controlling party.

The smallest and the largest group in which the results of the Company are consolidated is that headed by The Conduit Holdco Limited, a company incorporated in England and Wales. The consolidated financial statements of this Group are available to the public and may be obtained from Companies House.

Page 28