ACCOUNTS - Final Accounts preparation

Registered number: 15439476

NEOS 4 LTD

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 DECEMBER 2024

NEOS 4 LTD

REGISTERED NUMBER: 15439476

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024
Note		£

Fixed assets
Tangible assets	5		179,474
Current assets
Debtors	6	120,037
Creditors: amounts falling due within one year	7	(320,024)
Net current liabilities			(199,987)
Net liabilities			(20,513)

Capital and reserves
Called up share capital			1
Profit and loss account			(20,514)
			(20,513)

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:

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

R Quelch

Director

Date: 19 December 2025

The notes on pages 2 to 8 form part of these financial statements.

Page 1

NEOS 4 LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	General information

NEOS 4 Ltd is a private company limited by shares and incorporated in England and Wales. The Company's registered number is 15439476 and registered office address is NEOS Hospitality Wharton Place, 13 Wharton Street, Cardiff, Wales, CF10 1GS.
The Company's principal activity during the period was that of operating licensed nightclubs.

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 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 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 financial statements are prepared in sterling, which is the functional currency of the entity and rounded to the nearest £.

The following principal accounting policies have been applied:

2.2

Reporting period

The financial statements cover the results of the Company for the 11 month period from the Company's incorporation of 24 January 2024 to 31 December 2024.

2.3

Going concern

The financial statements have been prepared on the going concern basis, assuming the Company will continue to trade for the foreseeable future. Despite the Company reporting net liabilities at the year end, the directors have assessed the Company's ability to continue as a going concern and believe it remains appropriate. This assessment considers the availability of financial support which the Company continues to receive from the wider group headed by NEOS Topco Ltd, which has confirmed its commitment to provide necessary funding for at least the next 12 months from the reporting date.

2.4

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.

Page 2

NEOS 4 LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 reporting date.

2.6

Exceptional items

The Company classifies certain one-off charges or credits that have a material impact on the Company’s financial results as ‘exceptional items’. These are disclosed separately to provide further understanding of the financial performance of the Company.

2.7

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.

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:

Plant and machinery

Over 3-10 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.

Page 3

NEOS 4 LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

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

2.9

Debtors

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

2.10

Creditors

Short-term creditors are measured at the transaction price.

2.11

Financial instruments

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

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Page 4

NEOS 4 LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Financial instruments (continued)

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 5

NEOS 4 LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies 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 the following to be sources of significant judgements or estimates in the preparation of these financial statements:
Exceptional expenditure classification
The Company exercised judgement in determining whether certain items of income or expense should be classified as exceptional. The classification is inherently subjective and may differ from practices adopted by other entities. Changes in circumstances or management's assessment could result in different classification in future periods.
Impairment of fixed assets
Tangible fixed assets are reviewed for impairment when there is an indication that the asset might be impaired by comparing the carrying value of the asset with its recoverable amounts. The recoverable amount of an asset or cash generating unit ('CGU') is determined on value inuse calculations prepared on the basis of the directors' estimates and assumptions. Individual sites are viewed as separate CGUs.
In calculating the value in use, the present value of future cash flows until the end of the lease was considered along with any expected cashflows required to maintain the estate in its current condition. No uplift has been assumed from future refurbishments. The impairment testing assumes that each site achieves the budgeted financial performance for 2025 and continues to grow in line with expectation. The key risk is therefore that the budgeted performance is not achieved.
The NEOS group's weighted average cost of capital ('WACC') is used as a discount rate in the value in use calculations and is therefore considered to be a key assumption. As at 31 December 2024, the discount rate used was 10%.
Useful economic lives of fixed assets
The depreciation charge is dependent upon the assumptions used regarding the useful economic lives of assets, so therefore this is also considered to be an area of significant judgement.

Employees

The Company has no employees other than the directors, who did not receive any remuneration.

Page 6

NEOS 4 LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

5.	Tangible fixed assets

		Plant and machinery
		£
	Cost
	At 24 January 2024	-
	Additions	179,474
	At 31 December 2024	179,474
	Net book value
	At 31 December 2024	179,474

Debtors

					2024
					£

	Amounts owed by group undertakings	1
	Other debtors	119,374
	Prepayments	18
	Deferred taxation	644
		120,037

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

7.	Creditors: amounts falling due within one year
		2024
		£

	Trade creditors	41,803
	Amounts owed to group undertakings	275,040
	Other taxation and social security	2,875
	Other creditors	179
	Accruals	127
		320,024

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

Page 7

NEOS 4 LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

8.	Related party transactions
	The Company has taken advantage of exemption, under the terms of Section 33.1A Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

9.	Controlling party

The Company's immediate parent undertaking is NEOS Holdco Ltd, a company incorporated in England and Wales, with registered office address of NEOS Hospitality Wharton Place, 13 Wharton Street, Cardiff, Wales, CF10 1GS.
The smallest and largest group in which the results of the Company are consolidated is that headed by NEOS Topco Ltd, a company incorporated in England and Wales. The consolidated financial statements of NEOS Topco Ltd are available at Companies House.
Axiom Partners 15 Ltd, a company incorporated in Jersey, and the Company’s ultimate parent undertaking, is deemed to be the Company's ultimate controlling party.

10.	Auditors' information

The auditors' report on the financial statements for the period ended 31 December 2024 was unqualified.

The audit report was signed on 19 December 2025 by Jessica Edwards (Senior Statutory Auditor) on behalf of HaysMac LLP.

Page 8