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Registered number: 13229147
NEOS 22 LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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NEOS 22 LTD
REGISTERED NUMBER: 13229147
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Provisions for liabilities
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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
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The notes on pages 2 to 11 form part of these financial statements.
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NEOS 22 Ltd is a private company, limited by shares and incorporated in England and Wales. The Company's registered number is 13229147 and its 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
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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.
On 27 March 2024, the FRC issued ‘Amendments to FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and other FRSs Periodic Review 2024’. The effective date for most amendments is accounting periods beginning on or after 1 January 2026, with earlier adoption permitted.
The Company has chosen to early adopt the amendments to FRS 102 from the Periodic Review 2024 during the year. The Company's date of initial application is 1 January 2025 and the application of the amendments has resulted in changes to accounting policies for revenue and leases. The impact of these amendments is explained in note 2.2.
Due to the application of the modified retrospective approach on transition, the accounting policies in some areas will differ between 2024 and 2025 and where this is the case, both policies have been included.
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. Amounts are rounded to the nearest £.
The following material accounting policies have been applied:
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Changes in accounting policies and disclosures
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On 27 March 2024, the FRC issued ‘Amendments to FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and other FRSs Periodic Review 2024’. The effective date for most amendments is accounting periods beginning on or after 1 January 2026, with earlier adoption permitted.
The most significant amendments are the replacement of Section 23, now renamed ‘Revenue from Contracts with Customers’, and Section 20 ‘Leases’. The other less significant changes include a new Section 2A ‘Fair Value Measurement’, uncertain tax positions, business combinations and the revised Section 2 ‘Concepts and Pervasive Principles’ but these do not have a material impact on the Company.
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has chosen to early adopt the amendments to FRS 102 from the Periodic Review 2024 during the year and implemented these changes from 1 January 2025, using the modified retrospective approach to apply the new Section 23 and Section 20 requirements. In applying this approach, comparative information has not been restated, and any retrospective cumulative effect of initial application is recognised as an adjustment to the opening balance of the profit and loss account.
Any changes to the Company's recognition and accounting methods for revenue and leases following early adoption of the FRS 102 Periodic Review 2024 are detailed within the relevant accounting policy and notes to the financial statements.
Revenue
The revised policy introduces the five-step model for revenue recognition, aligning recognition with the transfer of control rather than risks and rewards.
Management have considered the new additional requirements of Section 23 'Revenue from Contracts with Customers' and deem there to be no material changes on transition to the recognition of the Company's revenue.
Leases
Under the previous version of FRS 102 Section 20, each lease contract for a lessee was classified as either a finance lease or an operating lease. However, with the lease accounting amendments to FRS 102, as a lessee, a lease contract is now recognised as a lease liability with a corresponding right-of-use asset.
Management have considered the new additional requirements of Section 20 'Leases' and deem there to be no material changes on transition to the recognition of the Company's leases.
The financial statements have been prepared on the going concern basis, assuming the Company will continue to trade for the foreseeable future. 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.
Turnover is recognised when goods or services are transferred to customers and the company has satisfied its performance obligations under the contract, and at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
Turnover is mainly derived from food and beverage sales, and admission fees, with one performance obligation that is satisfied when control is transferred to the customer at the point of sale which is usually when payment is received. Turnover is measured as the consideration received less Value Added Taxes.
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in 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.
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following bases:
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Leasehold land and buildings
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Over 3-15 years (land is not depreciated)
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3-10 years straight line basis
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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.
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Impairment of fixed assets
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At each reporting period end date, the Company reviews the carrying amounts of its tangible 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.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment.
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price.
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.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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
Tangible 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 cash flows 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 2026 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 2025, the discount rate used was 12.5% (2024: 10%).
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Useful economic lives of fixed assets
The depreciation charges are dependent upon the assumptions used regarding the useful economic lives of assets. Therefore, this is also considered to be an area of significant judgement.
Recoverability of amounts owed by group undertakings
The recoverability of amounts owed by group undertakings is considered to be an area of significant judgement. The directors consider these amounts to be fully recoverable and are repayable on demand.
As at the reporting date, the Company was owed £841,838 (2024: £20,175) by other members of the Group. At 31 December 2025, the members owing the Company were in a sufficient net asset position to repay all of their debts as they fall due.
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The average monthly number of employees, including directors, during the year was 51 (2024: 0).
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Current tax on profits for the year
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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Total tax charge/(credit) on ordinary activities
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Taxation (continued)
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Factors affecting tax charge/(credit) for the year
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The tax assessed for the year is lower than (2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
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Adjustments to tax charge in respect of prior periods - deferred tax
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Movement in deferred tax not recognised
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Total tax charge/(credit) for the year
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Leasehold land and buildings
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and payable on demand.
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Charged/(credited) to profit or loss
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The provision for deferred taxation is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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Losses and other deductions
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The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £459 (2024: £Nil). Contributions totalling £459 (2024: £Nil) were payable to the fund at the reporting date and are included in creditors.
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NEOS 22 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The Company has taken advantage of the 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.
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The Company's immediate parent undertaking is NEOS SPV 2 Ltd, a company incorporated in England and Wales, with its registered office address at NEOS Hospitality, Wharton Place, 13 Wharton Street, Cardiff, Wales, CF10 1GS.
The smallest group in which the results of the Company are consolidated is that headed by NEOS Holdco Ltd. The largest group in which the results of the Company are consolidated is that headed by NEOS Topco Ltd. NEOS Holdco Ltd and NEOS Topco Ltd are companies incorporated in England and Wales and their consolidated financial statements are available at Companies House.
HGB Hospitality Ltd, a company incorporated in Jersey, and the Company’s ultimate parent undertaking, is deemed to be the Company's ultimate controlling party. The registered office address of HGB Hospitality Ltd is 28 Esplanade, St. Helier, JE2 3QA, Jersey.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 15 October 2026 by Jessica Edwards (Senior Statutory Auditor) on behalf of HaysMac LLP.
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