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Registered number: 13322203










NEOS SPV 1 LTD










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

 
NEOS SPV 1 LTD
REGISTERED NUMBER: 13322203

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 5 
38,283
41,564

Current assets
  

Debtors
 6 
84,719
101,780

Cash at bank and in hand
  
15,035
5,178

  
99,754
106,958

Creditors: amounts falling due within one year
 7 
(223,922)
(156,571)

Net current liabilities
  
 
 
(124,168)
 
 
(49,613)

Net liabilities
  
(85,885)
(8,049)


Capital and reserves
  

Called up share capital 
  
1
1

Profit and loss account
  
(85,886)
(8,050)

  
(85,885)
(8,049)


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 SPV 1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

NEOS SPV 1 Ltd is a private company limited by shares and incorporated in England and Wales. The Company's registered number is 13322203 and registered office address is NEOS Hospitality Wharton Place, 13 Wharton Street, Cardiff, Wales, CF10 1GS.
The Company's principal activity continued to be 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

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.

 
2.3

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.

 
2.4

Current and deferred taxation

The tax expense for the year 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.

Page 2

 
NEOS SPV 1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.4
Current and deferred taxation (continued)

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.

 
2.5

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Lease premium
-
3-15 years

 
2.6

Debtors

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

 
2.7

Cash

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

 
2.8

Creditors

Short-term creditors are measured at the transaction price. 

 
2.9

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.

Page 3

 
NEOS SPV 1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.9
Financial instruments (continued)

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. 

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.

Page 4

 
NEOS SPV 1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.9
Financial instruments (continued)

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.


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:
Impairment of fixed assets
Intangible fixed assets are reviewed for impairment when there is an indication that the assets might be impaired by comparing the carrying value of the assets with their recoverable amounts. The recoverable amount of an asset or cash generating unit ('CGU') is determined on value in use 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 amortisation 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.

Page 5

 
NEOS SPV 1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023: £Nil).


5.


Intangible assets




Lease Premium

£



Cost


At 1 January 2024
48,817



At 31 December 2024

48,817



Amortisation


At 1 January 2024
7,253


Charge for the year 
3,281



At 31 December 2024

10,534



Net book value



At 31 December 2024
38,283



At 31 December 2023
41,564



Page 6

 
NEOS SPV 1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Debtors

2024
2023
£
£

Other debtors
84,642
101,780

Deferred taxation
77
-

84,719
101,780



7.


Creditors: amounts falling due within one year

2024
2023
£
£

Trade creditors
1,663
-

Amounts owed to group undertakings
222,259
156,555

Accruals
-
16

223,922
156,571


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


8.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
-
250,000

Later than 1 year and not later than 5 years
-
1,058,333

Later than 5 years
-
2,233,333

-
3,541,666


9.


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.

Page 7

 
NEOS SPV 1 LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


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.
Skyvest Holdings ApS, a company incorporated in Denmark, is deemed to be the Company's ultimate controlling party.


11.


Auditors' information

The auditors' report on the financial statements for the year 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