Company registration number 09743406 (England and Wales)
KEGSTAR LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
KEGSTAR LIMITED
COMPANY INFORMATION
Directors
M L Hranicka
J D Ralph
B J Place
Secretary
Oakwood Corporate Secretary Limited
Company number
09743406
Registered office
Unit 4
PLP Business Park
Brickhill Road
Milton Keynes
MK17 9FE
Auditor
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
KEGSTAR LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of income and retained earnings
9
Balance sheet
10
Notes to the financial statements
11 - 22
KEGSTAR LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their strategic report of Kegstar Limited for the year ended 31 December 2023.

Review of the business

The Company is part of the global MicroStar business which manages a range of complementary businesses in the United States of America specialising in the pooling of stainless steel kegs primarily to the brewing industry and the refurbishment of beverage containers through its dedicated MicroStar Quality Services division.

 

For further information about MicroStar and its subsidiaries please visit www.microstarlogistics.com.

 

For the period ended 31 December 2023, the Company continued to support its customers through the provision of a pool of stainless steel keg and cask containers. The Company continued to make substantial investments in its pooling float of containers to meet the growing customer demand as a result of organic growth and new business development.

 

During the year, the Company focused on aligning its commercial model with that of MicroStar in the US by implementing its own, in-house keg management system TAP. This development led to customers no longer being required to scan kegs and incurring variable costs, which delivered a benefit to its customer base by providing transparent and predictable pricing.

 

Key performance indicators

 

The Company’s pooling activities were managed and operated in accordance with the MicroStar Group’s global pooling business model and supporting policy frameworks. Management review and control of KPIs is primarily focused on underlying performance on a regional and global basis.

 

Kegstar KPIs
Company Performance
Revenue
+1.4% vs. 2022. Customer mix being managed, with a focus on higher revenue per fill customers. We have also achieved price increase driven by higher input costs
Costs
+16.8% vs. 2022. Significant cost increases in energy, freight, labour, CO2, pallets and other costs impacted financial performance in 2023
Keg Fleet
+21% vs. 2022. Continued investment into the keg fleet to meet forward demand of customers and their specific keg size requirements
Principal risks and uncertainties

The Company operates robust risk management processes to ensure recognition and appropriate escalation of key financial, commercial, compliance and reputational risks. The Company strives to ensure that sound risk management is embedded into all decision making and performance management processes. The directors believe that appropriate delegated authority and processes are in place to proactively manage emerging risks. The principal risks and uncertainties facing the Company (directly or indirectly) and the MicroStar Group, and which might impact their ability to achieve their financial objectives are summarised below.

Credit risk
Credit risk is one of the principal risks the Company faces. The credit risk is the risk of loss if another party fails to perform its obligations or fails to perform them in a timely fashion. The Company's credit risk is attributable to its trade debtors. This is managed on an ongoing basis through placing customers on order hold, structuring payment plans, charging interest on unpaid balances and performing credit checks on customers. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The Company has no significant concentration of credit risk, with exposure spread over its entire customer base.
KEGSTAR LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Funding and liquidity
Liquidity risk is the risk that liabilities cannot be met when they fall due or can only be met at an uneconomic price. The Company borrows from MicroStar Group to fund its pooling investments. This is secured at a Group level with MicroStar's financing partner Ares Capital Management LLC. The amount in relation to funding owed to MicroStar Group as at 31 December 2023 was £29,677,222 (2022: £16,088,896).

Market risk

 

The Company operates in the brewing and cider industry whose customers are primarily brewers and cider makers. As such, the Company is exposed to the wider hospitality industry and the ongoing cost of living impacts of inflation. The Company has proactively supported customers through this period by simplifying its pricing and operating model to drive further revenue.

 

Price risk

 

The Company operates a price review policy whereby key input costs are monitored and an assessment is made on what impact this has on prices charged to customers. The Company reviews its price constantly and communicates to customers proactively to help them to manage the impact of any price changes.

Results

The results for the year are set out in the income statement on page 8. For the year to 31 December 2023, the Company delivered Turnover of £14,399,280 (2022: £14,204,468) and a Loss before taxation for the Financial Year of £1,210,957 (2022: £904,783). The key driver behind Turnover growth in comparison to the year 2022 was the change in the customer mix to higher revenue customers, increased volumes and inflationary passthrough in price. Loss for the Financial Year 31 December 2023 was due to an increased depreciation charge on additional pooling assets acquired across the period and higher costs to serve as a result of inflation in the supply chain.

Financial position

The net assets of the Company have decreased by £1,127,563 from net assets of £18,350,613 at 31 December 2022 to net assets of £17,223,050 at 31 December 2023.

 

The Directors consider that their strategy for the Company will ensure it has a stable financial position to enable it to develop its current operations and drive growth in keg and cask pooling across the UK and Ireland market which will deliver profitability and returns for its parent company.

On behalf of the board

B J Place
Director
23 January 2025
KEGSTAR LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2023.

Review of the business

These financial statements for the year ended 31 December 2023 are prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The comparatives for the year ended 31 December 2022 have been stated in accordance with FRS 102.

 

The Company has not paid an interim dividend during the year (2022: £nil). The Directors do not recommend payment of a final dividend (2022: £nil).

Branches

The Company has an overseas branch registered in the Republic of Ireland (External Company Number 909121).

 

Subsidiaries

The Company has a wholly owned subsidiary registered in the Netherlands (External Company Number 84582464).

Results and dividends

The results for the year are set out on page 9.

 

For the year to 31 December 2023, turnover was £14,399,280 and the loss for the year was £1,127,563 (31 December 2022: Turnover £14,204,468 and profit £320,124).

 

Going concern

The Directors have assessed the liquidity requirements for the Company for at least the next 12 months from the date of approval of these financial statements. They intend to manage their working capital needs on a day to day basis through realising existing resources. In addition to this, the Directors have received assurance of continued financial support from an appropriate MicroStar company for at least 12 months from the date of approving these financial statements through a letter of support. Accordingly, they continue to adopt the going concern basis in preparing the annual financial statements.

Directors

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

M L Hranicka
J D Ralph
B J Place
Qualifying third party indemnity provisions

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The MicroStar Group also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of the Group and its Directors.

Post reporting date events

The Company has evaluated subsequent events through the issuance date of these financial statements and has concluded there were no material post balance sheet events to report.

Future developments

The Company is expected to continue to provide its outsourced management services in relation to pooled kegs and casks for the foreseeable future.

 

KEGSTAR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual report and Financial Statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A, and applicable law).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

Statement of disclosure to auditor

In the case of each director in office at the date the Directors’ Report is approved:

 

 

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
B J Place
Director
23 January 2025
KEGSTAR LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KEGSTAR LIMITED
- 5 -
Report on the audit of the financial statements
Opinion

In our opinion, Kegstar Limited’s financial statements:

 

We have audited the financial statements, included within the Annual report and financial statements (the “Annual Report”), which comprise: balance sheet as at 31 December 2023; statement of income and retained earnings for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

KEGSTAR LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KEGSTAR LIMITED
- 6 -

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements

As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

 

KEGSTAR LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KEGSTAR LIMITED
- 7 -
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate manual journal entries and management bias in determining accounting estimates. Audit procedures performed by the engagement team included:

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of our report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

KEGSTAR LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF KEGSTAR LIMITED
- 8 -

Companies Act 2006 exception reporting

 

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 

 

We have no exceptions to report arising from this responsibility.

 

Andrew Paynter
Senior Statutory Auditor
For and on behalf of PricewaterhouseCoopers LLP
23 January 2025
Chartered Accountants and Statutory Auditors
1 Embankment Place
London
WC2N 6RH
KEGSTAR LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
14,399,280
14,204,468
Cost of sales
(11,547,316)
(9,888,535)
Gross profit
2,851,964
4,315,933
Administrative expenses
(829,365)
(3,978,835)
Other operating income
86,535
-
0
Operating profit
4
2,109,134
337,098
Interest receivable and similar income
8
591
-
0
Interest payable and similar expenses
9
(3,320,682)
(1,241,881)
Loss before taxation
(1,210,957)
(904,783)
Tax on loss
10
83,394
1,224,907
(Loss)/profit for the financial year
(1,127,563)
320,124
Retained earnings brought forward
(3,862,487)
(4,182,611)
Retained earnings carried forward
(4,990,050)
(3,862,487)

The statement of income and retained earnings has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 22 form an integral part of these financial statements.

KEGSTAR LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
125,625
167,390
Tangible assets
12
46,375,564
38,720,346
Investments
13
835
835
46,502,024
38,888,571
Current assets
Debtors
15
5,398,734
3,594,719
Cash at bank and in hand
1,081,434
1,755,923
6,480,168
5,350,642
Creditors: amounts falling due within one year
16
(35,759,142)
(25,888,600)
Net current liabilities
(29,278,974)
(20,537,958)
Net assets
17,223,050
18,350,613
Capital and reserves
Called up share capital
19
22,313
22,313
Share premium account
22,190,787
22,190,787
Profit and loss account
(4,990,050)
(3,862,487)
Total equity
17,223,050
18,350,613

The notes on pages 11 to 22 form an integral part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements and accompanying notes on pages 5 to 18 were approved by the board of directors and authorised for issue on
23 January 2025
23 January 2025
and are signed on its behalf by:
B J Place
Director
Company registration number 09743406 (England and Wales)
KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

Kegstar Limited is a private Company limited by shares incorporated in England and Wales. The registered office and principal place of business is Unit 4, PLP Business Park, Brickhill Road, Milton Keynes, MK17 9FE.

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.

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. These policies have been consistently applied to all the years presented, unless otherwise stated.

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:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

 

The financial statements of the Company are consolidated in the financial statements of MicroStar UK HoldCo Limited. These consolidated financial statements are available from Companies House.

1.2
Going concern

Atruet the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The Directors have assessed the liquidity requirements for the Company for at least the next 12 months from date of approval of these financial statements. They intend to manage their working capital needs on a day to day basis through realising existing resources. In addition to this, the Directors have received assurance of continued financial support from an appropriate Microstar company for at least 12 months from the date of approving these financial statements through a letter of support. Accordingly, they continue to adopt the going concern basis in preparing the annual financial statements.

 

Further information on the Company's borrowings is given in note 16.

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.3
Turnover

Turnover is recognised when the significant risks and rewards of promised goods or services have been transferred to the customer, net of consideration payable to customers or third parties, and is shown net of discounts and VAT (or local equivalents).

 

Revenue arises from the provision of pooling equipment to customers for a period of time. Revenue is recognised upon the delivery of pooling equipment to the customer and is further supplemented with an adjustment fee (if applicable) in the month depending on whether customers have reported kegs being sent to markets that attract a separate fee.

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. The intangible assets relate to contractual arrangements with customers.

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:

Incentives
Straight line basis over the term of the contract
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.

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:

Leasehold improvements
Over the life of the lease
Plant and equipment
7 to 20 years
Fixtures and fittings
3 years
Computers
3 years

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

Interests in subsidiaries, associates and jointly controlled entities 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 profit or loss.

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.

1.7
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).

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
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.

1.9
Financial instruments

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

 

Financial instruments are recognised in the Company’s balance sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Short term debtors are measured at transaction price less any provision for impairment. Loans receivable are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method, less any provision for impairment.

Basic financial liabilities

Short term creditors are measured at transaction price. Other financial liabilities, including bank loans and other loans, are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method.

1.10
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

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.

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
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.

 

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.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 

The Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no further obligations once the contributions have been paid, The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in future payments is available.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Going concern

The Directors have assessed the liquidity needs of the Company and judged the financial statements are to be prepared on a going concern basis. They have considered the level of losses incurred and the existing resources and the fact that the going concern assumption is underpinned by a letter of support from an appropriate Microstar entity within the Group.

Deferred tax

The directors have assessed the future profitability of the Company and have recognised a deferred tax asset in respect of tax losses on the basis that this will be recoverable.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic lives of property, plant and equipment

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 12 for the carrying amount of the property, plant and equipment.

 

Although the useful economic life of the kegs has been deemed to be 30 years an implied loss of 1.67% per annum has been applied to the cost of the kegs to account for lost kegs, meaning that they are written off over a theoretical useful life of 20 years.

 

During the financial year ending 31 December 2022, the Directors changed their estimate regarding the useful life of keg valves to align with the estimate used by the parent company. It was decided that the useful life of these items should be estimated as 7 years and not 20 years, as previously. The impact of this change in estimate on the prior year's results was an increase in depreciation of £564,118.

Impairment of trade receivables

The Company makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. See note 15 for the net carrying amount of the receivables and associated impairment provision.

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
3
Turnover
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
13,885,789
13,874,401
Republic of Ireland
513,491
330,067
14,399,280
14,204,468
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(1,192,890)
1,328,534
Depreciation of owned tangible fixed assets
1,927,682
2,496,569
Provision for lost kegs
903,100
463,614
Amortisation of intangible assets
41,765
46,610
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
88,285
70,000
6
Employees

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

2023
2022
Number
Number
Administration
7
7
Sales
4
4
Total
11
11

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
760,034
1,026,921
Social security costs
82,942
101,907
Pension costs
51,286
75,053
Other employee benefits
60,462
64,704
954,724
1,268,585
KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
7
Directors' remuneration

Three directors (2022:3) received no remuneration during the year for services provided to the Company. These directors of the Company were remunerated by fellow group undertakings who made no recharges to the Company. These directors are also directors of fellow group undertakings, and it is not possible to make an accurate apportionment of their remuneration in respect of each of the group undertakings.

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
591
-
0
9
Interest payable and similar expenses
2023
2022
£
£
Interest payable to group undertakings
3,320,682
1,241,881

During the year, interest was charged on an intra-group loan with MicroStar Keg Management LLC at an average rate of 15% (2022 - 11%).

10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
-
0
84,169
Foreign current tax on profits for the current period
-
0
28,449
Adjustments in foreign tax in respect of prior periods
(8,681)
-
0
Total current tax
(8,681)
112,618
Deferred tax
Origination and reversal of timing differences
(74,713)
(1,222,690)
Previously unrecognised tax loss, tax credit or timing difference
-
0
(114,835)
Total deferred tax
(74,713)
(1,337,525)
Total tax credit
(83,394)
(1,224,907)
KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 18 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(1,210,957)
(904,783)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(284,575)
(171,909)
Tax effect of expenses that are not deductible in determining taxable profit
1,357
388
Change in unrecognised deferred tax assets
310,221
100,464
Adjustments in respect of prior years
(100,675)
(30,666)
Effect of change in corporation tax rate
1,557
-
0
Double tax relief
-
0
(5,405)
Permanent capital allowances in excess of depreciation
-
0
(829,053)
Depreciation on assets not qualifying for tax allowances
2,429
-
0
Amortisation on assets not qualifying for tax allowances
-
0
384
Other permanent differences
(5,027)
-
0
Difference between current tax rate and deferred tax rate
-
0
(317,559)
Foreign tax suffered
-
0
28,449
Adjustments in foreign tax in respect of prior periods
(8,681)
-
0
Taxation credit for the year
(83,394)
(1,224,907)

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2023, the current weighted averaged tax rate was 23.5%.

 

Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in the financial statements.

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
11
Intangible fixed assets
Incentives
£
Cost
At 1 January 2023 and 31 December 2023
201,059
Amortisation and impairment
At 1 January 2023
33,669
Amortisation charged for the year
41,765
At 31 December 2023
75,434
Carrying amount
At 31 December 2023
125,625
At 31 December 2022
167,390

The intangible asset relates to customer incentive payments arising from certain long-term contract arrangements and is effectively a contract incentive cost. The asset is being amortised on a straight-line basis over the life of the long-term contracts to a residual value of zero.

12
Tangible fixed assets
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2023
-
0
44,914,654
6,347
39,902
44,960,903
Additions
38,710
10,412,767
27,031
7,492
10,486,000
At 31 December 2023
38,710
55,327,421
33,378
47,394
55,446,903
Depreciation and impairment
At 1 January 2023
-
0
6,201,022
4,597
34,938
6,240,557
Depreciation charged in the year
15,054
1,907,046
2,524
3,058
1,927,682
Provision for lost kegs
903,100
-
-
903,100
At 31 December 2023
15,054
9,011,168
7,121
37,996
9,071,339
Carrying amount
At 31 December 2023
23,656
46,316,253
26,257
9,398
46,375,564
At 31 December 2022
-
0
38,713,632
1,750
4,964
38,720,346

The carrying amount of plant and machinery includes a provision for lost kegs. Up until 31 December 2022 this was based on the number of kegs that had not been scanned in use for at least 365 days. The company now operates a scan free system meaning that from 1 January 2023 the provision for lost kegs has been accounted for via the useful lives of the kegs and the resulting depreciation charge as described in note 2.

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
13
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
14
835
835
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Kegstar Netherlands BV
Netherlands
Ordinary
100.00
15
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
2,655,322
1,578,890
Corporation tax - group relief receivable
16,975
184,496
Amounts owed by group undertakings
1,060,639
417,473
Other debtors
458,991
264,584
Prepayments and accrued income
31,608
87,440
4,223,535
2,532,883
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
61,450
22,800
Deferred tax asset (note 17)
1,113,749
1,039,036
1,175,199
1,061,836
Total debtors
5,398,734
3,594,719

Trade debtors are stated after a provision for impairment of £278,812 (2022: £450,406).

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
16
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
5,010,721
8,952,946
Amounts owed to group undertakings
30,239,882
16,154,141
Taxation and social security
166,900
39,461
Other creditors
116,009
395,704
Accruals and deferred income
225,630
346,348
35,759,142
25,888,600

Included in amounts owed to group undertakings is a loan payable of £29,677,222 (2022: £16,088,896) from a fellow group entity, MicroStar Keg Management LLC. The loan was carried at an average interest rate of 15% (2022: 11%) for the period ended 31 December 2023. This loan is repayable on demand but is not expected to be repaid within the next 12 months.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:

Assets
Assets
2023
2022
Balances:
£
£
Accelerated capital allowances
(8,074,620)
(7,678,577)
Tax losses
8,738,352
8,636,461
Retirement benefit obligations
1,474
2,054
Other provisions
448,543
79,098
1,113,749
1,039,036
2023
Movements in the year:
£
Asset at 1 January 2023
(1,039,036)
Credit to profit or loss
(74,713)
Asset at 31 December 2023
(1,113,749)

The deferred tax asset set out above is not expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

The company also has an unrecognised deferred tax asset of £330,023 (2022: £Nil) in relation to corporate interest restriction losses. These deferred tax assets have not been recognised as the precise incidence of future profits cannot be predicted accurately at this time.

KEGSTAR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
18
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
51,286
75,053

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

19
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
22,313
22,313
22,313
22,313

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

20
Operating lease commitments

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

2023
2022
£
£
Within one year
281,644
-
0
21
Events after the reporting date

After the end of the reporting period, the Company entered into a 15 year operating lease agreement with an average annual financial commitment of £1,688,541.

22
Related party transactions

The Company has taken advantage of the exemptions permitted by FRS 102 section 33 not to provide disclosures of transactions entered into with other wholly-owned members of the group.true

23
Ultimate controlling party

The immediate parent undertaking is Microstar UK Holdco Limited, which is incorporated in the UK. The registered address of Microstar UK Holdco Limited is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT.

 

The ultimate parent undertaking and the largest group to consolidate these financial statements was TCP/ML Holdings Inc. which is incorporated in USA. Copies of TCP/ML Holdings Inc. financial statements are available from 2401 15th St #200, Denver, CO 80202, United States.

 

The ultimate controlling party is MicroStar Holding Corporation. Further information about MicroStar Group is available at www.microstarlogistics.com

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