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Registered number: 14860554










BBN BREWING LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 MARCH 2024

 
BBN BREWING LIMITED
REGISTERED NUMBER: 14860554

BALANCE SHEET
AS AT 31 MARCH 2024

2024
Note
£

Fixed assets
  

Intangible assets
 4 
40,003

Tangible assets
 5 
185,058

  
225,061

Current assets
  

Debtors: amounts falling due within one year
 6 
319,350

Cash at bank and in hand
 7 
6,229

  
325,579

Creditors: amounts falling due within one year
 8 
(688,949)

Net current (liabilities)
  
 
 
(363,370)

Total assets less current liabilities
  
(138,309)

Creditors: amounts falling due after more than one year
 9 
(281,051)

  

Net (liabilities)
  
(419,360)


Capital and reserves
  

Called up share capital 
  
100

Profit and loss account
  
(419,460)

  
(419,360)


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 on 31 March 2025.




M Welden
Director

The notes on pages 2 to 10 form part of these financial statements.

Page 1

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

1.


General information

The company is a private company limited by shares and incorporated in England and Wales. The address of its registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Going concern

The company is party to funding arrangements covering various entities within the Keystone Brewing Group Limited. The company has provided a cross-guarantee to this banking group and so is bound by the covenant requirements of the banking group as a whole. 
In assessing the going concern basis of preparation of the financial statements for the  period ended 31 March 2024, the directors have taken into consideration detailed cash flow forecasts for the business within the wider banking group and the forecast compliance with bank covenants, which are set at a banking group level covering a period of at least 12 months from the date of approval of the financial statements. 
The forecasts for the banking group indicate that the group has sufficient liquidity to realise its assets and meet its liabilities as they fall due for a period of at least 12 months from the balance sheet date, and that the banking covenant (based on the consolidated EBITDA of the group) will be met for that period. The current trading performance of the group, provides comfort to the directors in their forecasts. 
As part of the assessment of the going concern principal, management have considered  the risks to the liquidity of the group. Except in the most extreme circumstance such as a prolonged period of reduced sales,  the group has means available to it to manage its cashflows, such that it has sufficient liquidity to meet its covenants, realise its assets and meet its liabilities as they fall due. 
Equally, based on discussions the directors have had with shareholders of the group and the recent commitment from the new investors, they are confident any short-term funding required would be made available. 
Based on the forecasts prepared and the downside scenarios modelled in the directors view the risk of default of bank facilities, and therefore inability to meet liabilities as they fall due, has not been considered a reasonably likely one and so the level of uncertainty is not considered material. Given the above and the current trading performance of the group, the directors are satisfied preparing the financial statements on a going concern basis is appropriate. 

Page 2

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Turnover

Turnover represents sales of goods, net of discounts and rebates, exclusive of Value Added Tax but inclusive of beer duty. Revenue is recognised when control and ownership of the product passes to the customer. Turnover is recognised at the point of delivery of goods for brewery customers and point of sale for retail customers
Turnover is recognised at fair value of the consideration received or receivable for sale of goods and services to external customers in the ordinary course of business. The fair value of consideration takes into account discounts and volume rebates.

 
2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.5

Finance costs

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.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.7

Pensions

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Taxation

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 balance sheet date in the countries where the Company operates and generates income.

Page 3

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Intangible assets

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

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

 The estimated useful lives range as follows:

Intellectual property
-
10
years

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
10%
Computer equipment
-
25%

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.

 
2.11

Debtors

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

 
2.12

Cash and cash equivalents

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

 
2.13

Creditors

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

Page 4

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
 
Page 5

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.14
Financial instruments (continued)


Derecognition of financial assets

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

Derecognition of financial liabilities

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


3.


Employees

The average monthly number of employees, including directors, during the period was 11.


4.


Intangible assets



Intellectual property

£



Cost


Additions acquired from acquisition of trade and assets
40,003



At 31 March 2024

40,003






Net book value



At 31 March 2024
40,003





Page 6

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

5.


Tangible fixed assets





Plant and machinery
Computer equipment
Total

£
£
£



Cost


Additions
153,575
380
153,955


Additions acquired from acquisition of trade and assets
41,997
-
41,997



At 31 March 2024

195,572
380
195,952



Depreciation


Charge for the period on owned assets
10,878
16
10,894



At 31 March 2024

10,878
16
10,894



Net book value



At 31 March 2024
184,694
364
185,058




6.


Debtors

2024
£


Trade debtors
91,608

Amounts owed by group undertakings
87,432

Other debtors
37,549

Prepayments and accrued income
102,761

319,350



7.


Cash and cash equivalents

2024
£

Cash at bank and in hand
6,229


Page 7

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

8.


Creditors: Amounts falling due within one year

2024
£

Bank loans
52,886

Trade creditors
35,502

Amounts owed to group undertakings
478,286

Other taxation and social security
2,533

Other creditors
104,356

Accruals and deferred income
15,386

688,949


At the balance sheet date, the bank loans were secured over the property and assets of the company by way of fixed and floating charges.


9.


Creditors: Amounts falling due after more than one year

2024
£

Other loans
281,051


At the balance sheet date, other loans represent amounts due to ultimate parent company shareholders which have a fixed and floating charge over the company’s assets. This debt is subordinated to the bank loans.


10.


Loans


Analysis of the maturity of loans is given below:


2024
£

Amounts falling due within one year

Bank loans
52,886

Amounts falling due 1-2 years

Other loans
281,051



333,937


See notes 8 and 9 for details of security.

Page 8

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

11.
 

Business combinations

Acquisition of trade and assets of Brew By Numbers Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
41,997
-
41,997

Intangible
40,003
-
40,003

82,000
-
82,000

Current Assets

Stocks
128,835
-
128,835

Debtors
58,133
-
58,133

Total Assets
268,968
-
268,968

Total Identifiable net assets
268,968
-
268,968


Total purchase consideration
268,968

Consideration

£


Cash
268,968

Total purchase consideration
268,968

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
268,968

Net cash outflow on acquisition
268,968


12.


Contingent liabilities

At balance sheet date the Company and its fellow subsidiaries, had entered into group bank cross guarantees in respect of various loans and overdrafts. At the balance sheet date the total contingent liability attributable to the company amounted to £7,599,219.
There are also cross group guarantees in respect of shareholder loans which are subordinate to the bank debt. The total liability attributable to the company of the guarantee is £4,051,404.

Page 9

 
BBN BREWING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

13.


Pension commitments

The Company operates a defined contributions 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 £3,473. Contributions totalling £806 payable to the fund at the balance sheet date.


14.


Controlling party

The smallest group for which consolidated financial statements are prepared which include the results of this company is that headed by Keystone Brewing Group Limited (formerly Breal Capital (Black Sheep) Limited) whose registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW.


15.


Auditors' information

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

The audit report was signed on 31 March 2025 by James Hallett (ACA) (Senior Statutory Auditor) on behalf of Sumer Auditco Limited.

 
Page 10