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Registered number: 15081587










PBC BREWING LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 MARCH 2024

 
PBC BREWING LIMITED
REGISTERED NUMBER: 15081587

BALANCE SHEET
AS AT 31 MARCH 2024

2024
Note
£

Fixed assets
  

Intangible assets
 4 
(803,070)

Tangible assets
 5 
1,578,561

  
775,491

Current assets
  

Stocks
 6 
521,665

Debtors: amounts falling due within one year
 7 
2,378,079

Cash at bank and in hand
 8 
228,761

  
3,128,505

Creditors: amounts falling due within one year
 9 
(2,719,593)

Net current assets
  
 
 
408,912

Total assets less current liabilities
  
1,184,403

Creditors: amounts falling due after more than one year
 10 
(1,378,066)

  

Net (liabilities)/assets
  
(193,663)


Capital and reserves
  

Called up share capital 
  
100

Profit and loss account
  
(193,763)

  
(193,663)


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

Page 1

 
PBC BREWING LIMITED
REGISTERED NUMBER: 15081587
    
BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024

The notes on pages 3 to 14 form part of these financial statements.

Page 2

 
PBC 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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, 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 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 3

 
PBC 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.

Page 4

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

2.Accounting policies (continued)

 
2.8

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.
Negative goodwill is recognised in the profit and loss in the periods in which non-monetary assets acquired, are recovered through use or sale.
 The estimated useful lives range as follows:

Goodwill
-
10
years

 
2.9

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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
-
5%-20%

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.

 
2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 5

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

2.Accounting policies (continued)

 
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.

 

 
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and
Page 6

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

2.Accounting policies (continued)


2.14
Financial instruments (continued)

loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

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 65.

Page 7

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

4.


Intangible assets



Goodwill
Negative goodwill
Total

£
£
£



Cost


Additions acquired from acquisition of trade and assets
235,000
(1,571,259)
(1,336,259)



At 31 March 2024

235,000
(1,571,259)
(1,336,259)



Amortisation


Charge for the period on owned assets
5,875
(539,064)
(533,189)



At 31 March 2024

5,875
(539,064)
(533,189)



Net book value



At 31 March 2024
229,125
(1,032,195)
(803,070)



Page 8

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

5.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment

£
£
£
£
£



Cost


Additions
-
1,805
-
-
-


Additions acquired from acquisition of trade and assets
62,294
1,550,913
2,750
9,213
15,229



At 31 March 2024

62,294
1,552,718
2,750
9,213
15,229



Depreciation


Charge for the period on owned assets
2,022
56,057
1,375
1,213
2,976



At 31 March 2024

2,022
56,057
1,375
1,213
2,976



Net book value



At 31 March 2024
60,272
1,496,661
1,375
8,000
12,253
Page 9

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

           5.Tangible fixed assets (continued)


Total

£



Cost


Additions
1,805


Additions acquired from acquisition of trade and assets
1,640,399



At 31 March 2024

1,642,204



Depreciation


Charge for the period on owned assets
63,643



At 31 March 2024

63,643



Net book value



At 31 March 2024
1,578,561




6.


Stocks

2024
£

Raw materials and consumables
112,540

Work in progress
60,442

Finished goods and goods for resale
348,683

521,665


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 10

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

7.


Debtors

2024
£


Trade debtors
1,150,726

Amounts owed by group undertakings
894,498

Other debtors
64,299

Prepayments and accrued income
268,556

2,378,079



8.


Cash and cash equivalents

2024
£

Cash at bank and in hand
228,761



9.


Creditors: Amounts falling due within one year

2024
£

Bank loans
1,685,988

Trade creditors
233,011

Other taxation and social security
129,529

Other creditors
157,776

Accruals and deferred income
513,289

2,719,593


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.

Page 11

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

10.


Creditors: Amounts falling due after more than one year

2024
£

Bank loans
116,510

Other loans
1,261,556

1,378,066


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.
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.


11.


Loans


Analysis of the maturity of loans is given below:


2024
£

Amounts falling due within one year

Bank loans
1,685,988

Amounts falling due 1-2 years

Bank loans
29,760

Other loans
1,261,556


1,291,316

Amounts falling due 2-5 years

Bank loans
86,750


3,064,054


See notes 11 and 12 for details of security.

Page 12

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

12.
 

Business combinations

Acquisition of trade and assets of Purity Brewing Company Limited and Pure Craft Bars Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
326,130
1,314,269
1,640,399

Intangible
235,000
-
235,000

561,130
1,314,269
1,875,399

Current Assets

Stocks
94,644
290,714
385,358

Debtors
841,500
354,857
1,196,357

Total Assets
1,497,274
1,959,840
3,457,114

Creditors

Due within one year
-
(388,581)
(388,581)

Total Identifiable net assets
1,497,274
1,571,259
3,068,533


Negative goodwill
(1,571,259)

Total purchase consideration
1,497,274

Consideration

£


Cash
1,497,274

Total purchase consideration
1,497,274

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
1,497,274

Net cash outflow on acquisition
1,497,274

Page 13

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

13.


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.

14.


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 14