Company registration number 13322265 (England and Wales)
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
COMPANY INFORMATION
Directors
R J Quelch
(Appointed 1 February 2024)
K Ullerup
(Appointed 1 May 2024)
B M Collier
(Appointed 1 May 2024)
Company number
13322265
Registered office
Proud Mary
42-43 St Mary Street
Cardiff
United Kingdom
CF10 1AD
Auditor
Krogh & Partners Ltd
Chartered Accountants & Registered Auditors
Salisbury House, 5th Floor
29 Finsbury Circus
London
EC2M 5QQ
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

Strategic report for the year ended 31 December 2023

The directors present their strategic report for the Company for the year ended 31 December 2023.

Review of the business

The directors wish to draw attention to the “Significant post year end developments” and “Future Outlook” paragraphs at the end of this strategic report.

NEOS 1 LTD (formerly CC STIM UK TRADECO 8 LTD) (the “Company”) achieved a 116.73% growth in revenue. EBITDA before special items was £1,414,521 (2022 - £427,103).

The increase in both revenue and EBITDA before special items compared to 2022 is as a result of an additional venue being opened in the year, and the benefit of a full year of trading from a venue opened during 2022.

Strategic approach

Financing

The Group’s lending facility expired in January 2023 and has been refinanced during the year, see “Significant post year end developments”.

Financial review and key performance indicators

The directors consider that revenue and EBITDA are the Key Performance Indicators (“KPI’s”) for the Company.

Information shown in 000’s     Year ending 31 December 2023    Year ending 31 December 2022

Revenue                £13,524                 £6,240

EBITDA                     £1,411                 £427

As a result of the Company achieving a profit after tax of £186,899 and voting dividends in the year of £Nil the Company’s net assets increased from £(635,250) to £(448,351).

 

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

Risks and uncertainties

Competitive landscape

The late-night entertainment industry is fundamentally experiential and is constantly evolving. As such, we need to be able to adapt to the changes in the market and what people want from their night out. Additionally, leisure sector spend can be one of the first areas to experience the pinch of any economic downturn. Due to this there is a risk that fashion may move in a way that would harm our sales. In order to address this, we invest heavily in engagement with our guests, through our social media and guest relations teams, as well as training for our staff in venues.

Our industry can be highly competitive and a new venue opening nearby to one of our venues can pose a threat to sales and profitability, at least in the short term. Competition can vary in type whether that is superior quality or lower prices, and both can have an impact on guest demographic targeting certain sections of our guest base. We constantly monitor local competitor activity in order to respond to threats. Focussed plans will be drawn up by our operations management and business development teams and the relatively large scale of the Group enables us to engage in targeted promotional activity and the use of popular PAs and entertainment in order to minimise the effect of new competition.

Licencing & Crime

Licensing and relationships with local authorities can be challenging in some areas of the country and poor relationships can introduce a risk of business interruption. Our experienced Venue Managers, Regional Managers and Regional Directors are empowered to build close working relationships with local authorities, and they are backed up by our central legal team and a team of external specialist licencing solicitors. We also carry out regular operational compliance and health and safety audits of all sites, with any adverse results being quickly followed up on. We ensure that sufficient searching and other safety procedures are in place at all of our venues with many of our site Venue Managers either a member of or indeed chairing their local Best Bar None or Pubwatch committees.

Utility and energy cost exposure

The last 3 years have seen a significant amount of volatility in energy prices.

The Company operates a policy of purchasing up to 3 years energy consumption in advance on the wholesale markets with slugs of energy traded to ensure that the best possible prices are delivered. This means that the energy for 2023 and most of 2024 has already been acquired at rates that were secured when the market was at a lower rate than today and so the Company will not suffer from immediate price challenges that the rest of the market is exposed to, and our prices are fixed already for this year and next year. The Company is working with its brokers and advisers to ensure the best possible energy procurement from 2024 onwards.

In addition to securing fixed pricing, the Company also ensures that it uses low-energy-consumption equipment wherever possible, replacing halogen lighting for LED lighting and implementing the latest sound technology when upgrades take place. We have a network of energy champions across the estate. These individuals are responsible in each venue for ensuring that the Company’s policies regarding management of energy consumption are put in place to drive down consumption outside of peak trading hours. We are in the process of installing energy monitoring devices to reduce our consumption in both fridges and cellar cooling.

Currency exposure

The UK business has a substantial amount of loan funding denominated in Danish Kroner (DKK) and this creates a risk of currency fluctuations.

Management have decided to not utilise any hedging instruments to manage the currency fluctuation risk as these may create a greater risk to the business’ wider objectives.

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

Significant post year end developments

On 1 February 2024, the Company became part of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO Limited) group of companies as part of a pre-pack Administration deal following the CC STIM UK TOPCO Limited group of companies entering into administration. For further information see 1.2.

On 1 May 2024 the Company’s ultimate controlling party became Skyvest Holdings ApS. For further information see note 21.

The directors are of the opinion that there are no other significant post period end developments that should be brought to the attention of the reader of these financial statements.

Future outlook

Following the aforementioned group restructure, the directors believe that the venues operated by the Company will result in a positive EBTIDA contribution. The near-term economic conditions for consumers continue to look challenging and therefore the Company will continue to focus on offering the best possible guest experience and value while controlling costs tightly.

On behalf of the board

..............................
R J Quelch
Director
Date: .............................................
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the Company continued to be that of licensed nightclubs.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were voted. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A N Falbert
(Resigned 1 May 2024)
V E Hahn-Petersen
(Resigned 1 May 2024)
P J Marks
(Resigned 1 February 2024)
R J Quelch
(Appointed 1 February 2024)
K Ullerup
(Appointed 1 May 2024)
B M Collier
(Appointed 1 May 2024)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Engagement with employees

The directors are extremely mindful of the importance of employee engagement. The Company uses social media sites and regular team meetings to keep employees informed about developments that are relevant to them and to gather their thoughts and feedback.

Auditor

Krogh & Partners Ltd were appointed as auditors and is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report
The Company has set out in the strategic report information required to be stated in the directors' report including a review of business and principle risks and uncertainties.
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
On behalf of the board
R J Quelch
Director
30 September 2024
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

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

 

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

 

 

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

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
- 7 -
Opinion

We have audited the financial statements of NEOS 1 LTD (the 'Company') for the year ended 31 December 2023 which comprise the Statement Of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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:

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 UK, including the FRC'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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the directors, but does not include the financial statements and our Report of the Auditors thereon.

 

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.

 

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
- 8 -
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 Report of the directors.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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 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.

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 a Report of the Auditors 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.

 

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
- 9 -

We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

 

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 Report of the Auditors.

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.

John Lindegaard (Senior Statutory Auditor)
For and on behalf of Krogh & Partners Ltd
30 September 2024
Salisbury House, 5th Floor
29 Finsbury Circus
London
EC2M 5QQ
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
13,524,178
6,240,062
Cost of sales
(3,173,743)
(1,461,319)
Gross profit
10,350,435
4,778,743
Administrative expenses
(10,083,569)
(4,989,983)
Other operating expenses
(79,968)
-
0
Profit/(loss) before taxation
186,898
(211,240)
Tax on profit/(loss)
8
-
0
(242,246)
Profit/(loss) for the financial year
186,898
(453,486)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

There was no other comprehensive income for the year 1 January 2023 - 31 December 2023 or the comparative year 1 January 2022 - 31 December 2022.

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
9
700,063
781,755
Tangible assets
10
9,724,647
7,815,981
10,424,710
8,597,736
Current assets
Stocks
11
167,468
196,828
Debtors
12
826,668
14,067
Cash at bank and in hand
263,066
33,829
1,257,202
244,724
Creditors: amounts falling due within one year
13
(11,856,283)
(9,225,521)
Net current liabilities
(10,599,081)
(8,980,797)
Total assets less current liabilities
(174,371)
(383,061)
Provisions for liabilities
Provisions
14
(29,203)
(7,411)
Deferred tax liability
15
(244,778)
(244,778)
(273,981)
(252,189)
Net liabilities
(448,352)
(635,250)
Capital and reserves
Called up share capital
17
1
1
Profit and loss reserves
(448,353)
(635,251)
Total equity
(448,352)
(635,250)
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
R J Quelch
Director
Company Registration No. 13322265
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
(181,765)
(181,764)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(453,486)
(453,486)
Balance at 31 December 2022
1
(635,251)
(635,250)
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
186,898
186,898
Balance at 31 December 2023
1
(448,353)
(448,352)
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

NEOS 1 LTD (formerly CC STIM UK TRADECO 8 LTD) is a private company limited by shares incorporated in England and Wales. The registered office is Proud Mary, 42-43 St Mary Street, Cardiff, United Kingdom, CF10 1AD.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the Company are consolidated in the financial statements of Rekom Group Holdings ApS. These consolidated financial statements are available from CVR, the Danish state’s master register of business information.

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.2
Going concern

The financial statements have been prepared on a going concern basis.true

 

On 1 February 2024, the Company became part of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group of companies as part of a pre-pack Administration deal following the CC STIM UK TOPCO LTD Group of companies entering into administration. As part of this process the directors prepared a detailed daily cashflow forecast to the end of 2025. The forecasting process included contingency plans and stress testing in case of negative budget deviations to ensure that the Company has sufficient resources to meet its liabilities as they fall due for a period of at least 12 months from the date of signing.

 

The cashflow forecast has been reviewed and adopted during the pre-pack Administration process.

 

As a part of the pre-pack transaction, CC STIM UK TOPCO LTD's funding partner rolled an existing 166m DKK of debt funding, that had been provided to the CC STIM UK TOPCO LTD Group of companies, into the new NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group of companies. They also provided an additional 38m DKK of debt funding to the new group. The Company remains an obligor to that debt.

 

The loan agreement was due to expire in January 2025, however the lender has agreed to extend the expiry date to 1 December 2025 and has given the option to the Group for them to elect that any interest due between 1 February 2024 and 1 December 2025 can be paid in kind.

 

This, along with the support of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group, gives the Company sufficient resources to continue as a going concern. The Company has received a letter of support from all companies in the NEOS TOPCO LTD Group valid to 1 December 2025.

 

The directors are of the opinion that there are no other significant post period end developments that should be brought to the attention of the reader of these financial statements.

 

Based on these assessments, and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and accounts.

1.3
Turnover

Turnover is recognised as revenue net of value added tax recognised on sales.

Sale of goods and admission income are recognised when the significant risks and rewards of ownership of the goods or provision of services have passed to the buyer.

Admissions income is derived from admissions; room hire; machine income and other direct income to third parties.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Lease premiums represent cash premiums paid to landlords in respect of initiating new or assigned leases. They are recognised at cost and then amortised over the term of the lease.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Lease premium
3-10 years
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
3-15 years straight line basis
Fixtures and fittings
3-10 years straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment is recognised immediately in profit or loss.

1.7
Stocks

Stocks have been valued at the lower of cost and the estimated selling price less costs to sell. In respect of work in progress, costs include a relevant proportion of overheads dependant on the stage of completion.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

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

1.9
Equity and reserves

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deductions, net of tax, from the proceeds.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Provisions

Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
Employee benefits

Short term employee benefits, including holiday entitlement and other non-monetary benefits, and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred.

 

The Company recognises an accrual for accumulated annual leave accrued by employees as a result of services rendered in the current period for which employees can carry forward and use within the next year. The accrual is measured at the salary cost of the respective employee in relation to the period of absence.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter of the lease term and the asset's useful lives.

 

Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term. Lease incentives are recognised over the lease term on a straight line basis.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.15

Trade and other debtors

Trade and other debtors are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest. Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment.

1.16

Trade and other creditors

Trade and other creditors are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.

2
Judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

 

The directors consider that there are no significant judgements or estimates in the preparation of these financial statements.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Sales of goods
12,492,051
5,761,608
Admission income
902,325
375,487
Other income
129,802
102,967
13,524,178
6,240,062

Turnover analysed by geographical market in the United Kingdom was £13,524,178 (2022 - £6,240,062).

4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional item - Admin costs (incl in Admin range)
3,354
-
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
5
Operating profit/(loss)
2023
2022
Operating profit/(loss) for the year/period is stated after charging:
£
£
Depreciation of owned tangible fixed assets
1,140,463
581,943
Loss on disposal of tangible fixed assets
413
-
Amortisation of intangible assets
81,692
56,399
Operating lease charges
945,307
707,819

Fees payable to the Company's auditor are bourn by CC STIM UK HOLDCO LTD.

6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Venue Management
23
20
Frontline staff
195
166
Directors
3
3
Total
221
189

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
2,539,253
1,280,251
Social security costs
141,522
54,590
Pension costs
24,486
6,015
2,705,261
1,340,856
7
Directors' remuneration

No remuneration was paid to the directors.

8
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
-
0
242,246
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Taxation
(Continued)
- 19 -

The actual charge for the year/period can be reconciled to the expected charge/(credit) for the year/period based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit/(loss) before taxation
186,898
(211,240)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2022 - 19.00%)
35,511
(40,136)
Expenses not deductible for tax purposes
-
0
2,962
Remeasurement of deferred tax for changes in tax rates
-
0
58,747
Adjustment in respect of previous periods
-
0
(2,531)
Group relief
(97,830)
162,534
Fixed asset differences
62,319
60,670
Taxation charge for the year/period
-
242,246
9
Intangible fixed assets
Lease premium
£
Cost
At 1 January 2023 and 31 December 2023
838,154
Amortisation and impairment
At 1 January 2023
56,399
Amortisation charged for the year
81,692
At 31 December 2023
138,091
Carrying amount
At 31 December 2023
700,063
At 31 December 2022
781,755
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
10
Tangible fixed assets
Leasehold land and buildings
Assets under construction
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2023
746,818
135,716
7,515,535
8,398,069
Additions
-
0
2,916,622
228,385
3,145,007
Disposals
-
0
-
0
(99,413)
(99,413)
Transfers
27,282
(3,052,338)
3,025,056
-
0
At 31 December 2023
774,100
-
0
10,669,563
11,443,663
Depreciation and impairment
At 1 January 2023
63,390
-
0
518,698
582,088
Depreciation charged in the year
85,675
-
0
1,054,788
1,140,463
Eliminated in respect of disposals
-
0
-
0
(3,535)
(3,535)
At 31 December 2023
149,065
-
0
1,569,951
1,719,016
Carrying amount
At 31 December 2023
625,035
-
0
9,099,612
9,724,647
At 31 December 2022
683,428
135,716
6,996,837
7,815,981
11
Stocks
2023
2022
£
£
Wet stock
167,468
196,828
12
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
371,625
-
0
Corporation tax recoverable
2,777
2,777
Other debtors
338,419
11,290
Prepayments and accrued income
113,847
-
0
826,668
14,067
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
13
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
1,068,505
50,040
Amounts owed to group undertakings
9,880,566
7,250,517
Taxation and social security
57,703
739,487
Other creditors
333,425
37,329
Accruals and deferred income
516,084
1,148,148
11,856,283
9,225,521
14
Provisions for liabilities
2023
2022
£
£
Public liability provision
29,203
7,411
Movements on provisions:
£
At 1 January 2023
7,411
Charged to Statement of comprehensive income
21,792
At 31 December 2023
29,203

The provisions included in the financial statements relate to future liabilities that have arisen as a result of a past event associated with the trade of the Company.

 

Amounts are measured as the best estimate of the amount required to settle the obligation at the reporting date. The expected timing of these obligations has been considered at the balance sheet date and the classification of all provisisons as non-current is deemed appropriate.

 

The public liability provision is the best estimate of the cost to the Company for all open claims at the year end.

15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
244,778
244,778
There were no deferred tax movements in the year.
NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Deferred taxation
(Continued)
- 22 -

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

16
Retirement benefit schemes

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

 

There were no outstanding contributions payable by the Company to the scheme as at the year/period end.

17
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1

All shares are entitled voting rights, dividends and capital distribution.

18
Operating lease commitments
Lessee

At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
£
£
Within one year
591,446
601,446
Between one and five years
2,365,784
2,395,181
In over five years
7,652,397
8,245,464
10,609,627
11,242,091

During the year, CC STIM TOPCO LTD, the parent of immediate parent, CC STIM HOLDCO LTD, provided a financial guarantee for annual rents totalling £591,446 (2022 - £591,446).

19
Financial commitments, guarantees and contingent liabilities

As at the year end, the Company had an intercompany guarantee in respect of borrowings in CC STIM UK TOPCO LTD by way of a fixed and floating charge over all assets of CC STIM UK TOPCO LTD and its subsidiaries. As at the year end, the total borrowings were £19,953,459 (2022 - £11,450,810).

20
Related party transactions

The Company has taken advantage of the exemption not to disclose related party transactions with wholly owned subsidiaries within the group.

NEOS 1 LTD (FORMERLY CC STIM UK TRADECO 8 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
21
Ultimate controlling party

Following the Group restructure on 1 February 2024, the directors regard Skyvest Holdings ApS, a company incorporated in Denmark, as the ultimate controlling company.

 

NEOS HOLDCO LTD (formerly CC STORM UK HOLDCO LTD), a company incorporated in England and Wales, is the immediate parent company. The registered office of the immediate parent company is 42-43 St Mary Street, Cardiff, United Kingdom, CF10 1AD. The registered office of the ultimate parent company is Skovly Mark 27, Øverød, 2840 Holte, Denmark.

 

The largest group in which the results for the year ended 31 December 2023 are consolidated is that headed by Rekom Group Holdings ApS. Copies of the group financial statements may be obtained from CVR, the Danish state's master register of business information.

 

22
Post Balance Sheet Events

On 26 January 2024 the Company capitalised £12,127,558 of investment funding from its immediate parent by issuing 12,127,558 Ordinary £1 shares.

 

On 1 February 2024 CC STIM UK TOPCO LTD, the Company's ultimate parent company in the UK, went through a pre-pack administration. This resulted in the Company's ultimate parent company in the UK becoming NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD), following NEOS TOPCO LTD's bid offer being accepted by the administration.

 

The pre-pack administration also resulted in the Company writing off debtors of £1,911,335 related to companies included within the administration.

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