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Registered number: 09148019
NEOS SPV 2 LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2025
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NEOS SPV 2 LTD
REGISTERED NUMBER: 09148019
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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Creditors: amounts falling due after more than one year
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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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NEOS SPV 2 LTD
REGISTERED NUMBER: 09148019
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The notes on pages 3 to 15 form part of these financial statements.
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
NEOS SPV 2 Ltd is a private company, limited by shares and incorporated in England and Wales. The Company's registered number is 09148019 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 2.3.
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 pound.
The following material accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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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.
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.
In the prior period before transition, the Company classified its venue leases as operating leases. The Company has taken the practical expedient to not reassess whether a contract is, or contains, a lease at the date of initial application. The Company also applied the practical expedient to rely on its assessment of whether leases are onerous immediately before the date of initial application as an alternative to applying Section 27 Impairment of Assets to right-of-use assets at the date of initial application.
On 1 January 2025, a lease liability of £627,843 was recognised and measured at the present value of the remaining lease payments, discounted using the lessee’s obtainable borrowing rate. A right-of-use asset was recognised and measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the Statement of Financial Position immediately before 1 January 2025.
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Venue leases have been treated as short term if the lease term ends within 12 months of the date of initial application. Hindsight has been used in determining the lease term for contracts containing options to extend or terminate the lease.
The impact on the current period of applying the recognition requirements of the revised Section 20 compared to the previous Section 20 is a decrease in profit of £156,620.
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.
The Company’s leasing activities involve the rental of hospitality venue spaces.
The Company, at contract inception, assesses whether a contract is, or contains, a lease. This means the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognises right-of-use assets representing the right to use the underlying assets and lease liabilities representing obligations to make lease payments.
Before the Company's early adoption of the amendments to Section 20 of FRS 102, rentals paid under operating leases were 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 were recognised on a straight-line basis over the lease term, unless another systematic basis was representative of the time pattern of the lessee's benefit from the use of the leased asset.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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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.
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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Over the life of the lease
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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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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At the commencement date of the lease, the Company recognises a right-of-use asset which is measured at cost. The cost of the right-of-use asset comprises:
∙the amount of the initial measurement of the lease liability;
∙lease payments made at or before the commencement date, less any lease incentives received;
∙initial direct costs incurred; and
∙amounts recognised in provisions at the commencement date as an estimate of costs to be incurred for restoring the underlying asset to the condition required under the terms of the lease.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives.
When impairment indicators exist, the right-of-use asset is assessed for impairment in line with the Company's policy for impairment of fixed assets.
For leases where it is highly probable that the purchase option will be exercised and ownership of the underlying asset transferred to the lessee by the end of the lease term, the right-of-use asset is depreciated from the commencement date to the end of the useful life of the underlying asset.
Right-of-use assets are presented within the tangible fixed assets line in the Statement of Financial Position.
Investments in subsidiaries are measured at cost less accumulated impairment.
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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.
Short-term debtors are measured at transaction price, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 SPV 2 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 charge is dependent upon the assumptions used regarding the useful economic lives of assets. Therefore, this is also considered to be an area of significant judgement.
Right-of-use assets and lease liabilities
The application of the lease accounting model requires management to exercise judgement in determining the lease term, identifying lease payments to be included in the measurement of the lease liability, and selecting an appropriate discount rate to calculate the present value of future lease payments.
Lease liabilities are initially measured at the present value of future lease payments that are unpaid at the commencement date. As the interest rate implicit in the lease is not readily determinable for the Company's leases, management has applied an incremental borrowing rate to discount future lease payments. Determining the appropriate incremental borrowing rate requires judgement and consideration of factors including the lease term, the nature of the underlying asset, prevailing market interest rates, the Company's credit risk, and the availability of comparable financing.
Changes in these assumptions and judgements could have a material impact on the measurement of the recognised right-of-use assets and lease liabilities, the related depreciation charge, and finance costs recognised in future reporting periods.
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The Company has no employees other than the directors, who did not receive any remuneration (2024: £Nil).
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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 on ordinary activities
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of prior periods - deferred tax
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Group relief (claimed)/surrendered
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Total tax charge for the year
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts recognised through FRS 102 transition
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Investments in subsidiary companies
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following was a subsidiary undertaking of the Company as at the reporting date:
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NEOS Hospitality Wharton Place, 13 Wharton Street, Cardiff, Wales, CF10 1GS
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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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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Amounts owed to group undertakings are unsecured, interest free and payable on demand.
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Creditors: amounts falling due after more than one year
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Company as a lessee
The Company’s leasing activities involve the rental of venues. Leases of venues have lease terms of between 2 and 23 years.
The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.
Generally, the Company is restricted from assigning and subleasing the leased assets. There are no other covenants imposed by the lease contracts. There are several lease contracts that include extension and termination options.
The Company applied the revised Section 20 retrospectively with the cumulative effect of initially applying the amendments recognised at the date of initial application of 1 January 2025.
The comparative information as at, and for the year ended 31 December 2024 is not restated.
The carrying amounts of right-of-use assets recognised and the movements during the period are shown below:
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Amounts recognised through FRS 102 transition
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Lease liabilities are due as follows:
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Amounts due within one year
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Amounts due after more than one year
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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Discount rates used in lease measurement
The Company uses the incremental borrowing rate in calculating its lease liabilities. The rates employed are as follows:
Incremental borrowing rate: 7.75 - 8.75%
The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
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Interest expense on lease liabilities
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Charged/(credited) to profit or loss
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The deferred taxation balance is made up as follows:
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Short term timing differences
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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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NEOS SPV 2 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company's immediate parent undertaking is NEOS 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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