Company registration number 09148019 (England and Wales)
NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
21,261
27,432
Tangible assets
4
-
0
3,917
Investments
5
100
100
21,361
31,449
Current assets
Debtors
7
82,845
104,605
Cash at bank and in hand
3,094
33,173
85,939
137,778
Creditors: amounts falling due within one year
8
(49,535)
(118,121)
Net current assets
36,404
19,657
Total assets less current liabilities
57,765
51,106
Provisions for liabilities
(1,703)
(1,703)
Net assets
56,062
49,403
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
55,962
49,303
Total equity
56,062
49,403

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

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. 09148019
NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
100
57,483
57,583
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
182,339
182,339
Dividends
-
(190,519)
(190,519)
Balance at 31 December 2022
100
49,303
49,403
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
6,659
6,659
Balance at 31 December 2023
100
55,962
56,062
NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

NEOS SPV 2 LTD (formerly Switch South Limited) 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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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:

Ÿ

 

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 SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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 and other income includes 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 SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

 

Leases in which the Company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Where land and buildings are held under leases the accounting treatment of the land is considered separately from the that of the buildings. Lease assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and less accumulated 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:

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
Fixed asset investments

A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the group statement of comprehensive income.

1.7
Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.

 

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

1.8
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 been recognised for the asset in prior years. A reversal of impairment is recognised immediately in profit or loss.

NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.9
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.

1.10
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.

1.11
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.

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.

1.12
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 is generated through the sublet of units within properties used by the REKOM Group for the purpose of trade. Where there are unutilised units in a property owned by the Group these are leased to third parties at market rent.

1.13

Interest receivable and interest payable

Interest payable and similar expenses include interest payable, and finance leases recognised in consolidated statement of comprehensive income using the effective interest method and the unwinding of the discount on provisions. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.

NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.14

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.

1.15

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
Employees

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

2023
2022
Number
Number
Directors
3
3
3
Intangible fixed assets
Lease premium
£
Cost
At 1 January 2023 and 31 December 2023
56,316
Amortisation and impairment
At 1 January 2023
28,884
Amortisation charged for the year
6,171
At 31 December 2023
35,055
Carrying amount
At 31 December 2023
21,261
At 31 December 2022
27,432
NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023 and 31 December 2023
18,209
Depreciation and impairment
At 1 January 2023
14,292
Depreciation charged in the year
3,917
At 31 December 2023
18,209
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
3,917
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
100
100
6
Subsidiaries

Details of the Company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Switch Operating Limited
*
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

*
Proud Mary, 42-43 St Mary Street, Cardiff, United Kingdom, CF10 1AD
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
-
0
19,483
Corporation tax recoverable
24,815
24,815
Other debtors
57,781
60,058
Prepayments and accrued income
249
249
82,845
104,605
NEOS SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
34,835
-
0
Amounts owed to group undertakings
12,075
111,392
Taxation and social security
2,609
-
0
Accruals and deferred income
16
6,729
49,535
118,121
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
John Lindegaard
Statutory Auditor:
Krogh & Partners Ltd
10
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).

11
Operating lease commitments
Lessee

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

2023
2022
£
£
Within one year
122,500
122,500
Between one and five years
490,000
490,000
In over five years
236,945
359,781
849,445
972,281
12
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 SPV 2 LTD (FORMERLY SWITCH SOUTH LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
13
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.

14
Post balance sheet events

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.

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