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Registered number: 14097268
CONDUKTOR UK LIMITED
UNAUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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CONDUKTOR UK LIMITED
COMPANY INFORMATION
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Cooper Parry Advisory Limited
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CONDUKTOR UK LIMITED
CONTENTS
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Notes to the financial statements
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CONDUKTOR UK LIMITED
REGISTERED NUMBER: 14097268
BALANCE SHEET
AS AT 31 JANUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Provisions for liabilities
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Shareholders' deficit/ funds
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Page 1
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CONDUKTOR UK LIMITED
REGISTERED NUMBER: 14097268
BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2026
The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit 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.
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 by:
The notes on pages 3 to 8 form part of these financial statements.
Page 2
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CONDUKTOR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Conduktor UK Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the company information page.
The financial statements are prepared in Sterling (£), which is the functional currency of the company. The financial statements are for the year ended 31 January 2026 (2025: year ended 31 January 2025).
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of 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 following principal accounting policies have been applied:
The financial statements have been prepared on the going concern basis. The company made a loss during the year and the directors believe that the company has sufficient financial resources to meet its obligations as they become due, and that the company can continue in operational existence for a period of at least 12 months from the balance sheet date. Consequently, the directors have concluded that it is appropriate to prepare the annual financial statements on a going concern basis.
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Foreign currency translation
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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.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 3
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CONDUKTOR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Finance costs are charged to the profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Hire purchase and leasing commitments
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Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.
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 the profit and loss account 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.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account 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.
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
Page 4
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CONDUKTOR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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:
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 the profit and loss account.
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.
Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
The parent company operates an equity-settled compensation plan. The fair value of the services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non market vesting conditions (for example, profitability and sales growth targets). Non market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled and then subsequently reclassified to creditors because the equity awards are fulfilled in the shares of the parent company through the intercompany account.
Page 5
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CONDUKTOR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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The average monthly number of employees, including directors, during the year was 43 (2025: 28).
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Page 6
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CONDUKTOR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are repayable on demand and do not attract interest.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Page 7
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CONDUKTOR UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Allotted, called up and fully paid
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100 (2025: 100) Ordinary shares of £1 each
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Minimum lease payments under non-cancellable operating leases fall due as follows:
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The ultimate controlling party is Conduktor Inc.
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Share-based payment transactions
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The company operates an EMI qualifying share option scheme and during the year the company granted 0 EMI qualifying share options to employees of the company (2025: 269,725). At the balance sheet date, the company had granted a total of 956,021 share options (2025: 956,021) at an average weighted exercise price of $0.25834 per share (2025: $0.25834).At the balance sheet date, 406,275 options had lapsed (2025: 359,312), 290,096 options were exercised (2025: 258,859), 132,691 options had vested and remained exercisable (2025: 59,842) and 126,959 options had yet to vest (2025: 278,008). An amount of £100,502 has been charged to the income statement in respect of the EMI qualifying share options (2025: £-203,564).
The share options generally vest over a 4 year period with a 1 year cliff and are exercisable over the shares of the parent company.
Profit and loss account
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Page 8
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