Caseware UK (AP4) 2023.0.135 2023.0.135 2024-03-312023-05-122023-05-122023-05-122024-03-312024-03-3102023-03-12falseNo description of principal activity3falsefalsefalse 14865887 2023-03-11 14865887 2023-03-12 2024-03-31 14865887 2023-03-01 2023-03-11 14865887 2024-03-31 14865887 c:Director1 2023-03-12 2024-03-31 14865887 c:Director1 2024-03-31 14865887 c:Director2 2023-03-12 2024-03-31 14865887 c:Director2 2024-03-31 14865887 c:Director3 2023-03-12 2024-03-31 14865887 c:Director3 2024-03-31 14865887 c:RegisteredOffice 2023-03-12 2024-03-31 14865887 d:Buildings 2023-03-12 2024-03-31 14865887 d:PlantMachinery 2023-03-12 2024-03-31 14865887 d:MotorVehicles 2023-03-12 2024-03-31 14865887 d:FurnitureFittings 2023-03-12 2024-03-31 14865887 d:ComputerEquipment 2023-03-12 2024-03-31 14865887 d:CurrentFinancialInstruments 2024-03-31 14865887 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-31 14865887 d:ShareCapital 2023-03-12 2024-03-31 14865887 d:ShareCapital 2024-03-31 14865887 c:OrdinaryShareClass1 2023-03-12 2024-03-31 14865887 c:OrdinaryShareClass1 2024-03-31 14865887 c:FRS102 2023-03-12 2024-03-31 14865887 c:Audited 2023-03-12 2024-03-31 14865887 c:FullAccounts 2023-03-12 2024-03-31 14865887 c:PrivateLimitedCompanyLtd 2023-03-12 2024-03-31 14865887 d:Subsidiary1 2023-03-12 2024-03-31 14865887 d:Subsidiary1 1 2023-03-12 2024-03-31 14865887 d:Subsidiary2 2023-03-12 2024-03-31 14865887 d:Subsidiary2 1 2023-03-12 2024-03-31 14865887 d:Subsidiary3 2023-03-12 2024-03-31 14865887 d:Subsidiary3 1 2023-03-12 2024-03-31 14865887 d:Subsidiary4 2023-03-12 2024-03-31 14865887 d:Subsidiary4 1 2023-03-12 2024-03-31 14865887 d:Subsidiary5 2023-03-12 2024-03-31 14865887 d:Subsidiary5 1 2023-03-12 2024-03-31 14865887 c:Consolidated 2024-03-31 14865887 c:ConsolidatedGroupCompanyAccounts 2023-03-12 2024-03-31 14865887 2 2023-03-12 2024-03-31 14865887 6 2023-03-12 2024-03-31 14865887 d:SpecificBusinessCombination1 2023-03-12 2024-03-31 14865887 d:SpecificBusinessCombination1 2024-03-31 14865887 d:SpecificBusinessCombination2 2023-03-12 2024-03-31 14865887 d:SpecificBusinessCombination2 2024-03-31 14865887 d:SpecificBusinessCombination2 d:CurrentFinancialInstruments 2024-03-31 14865887 d:SpecificBusinessCombination3 2023-03-12 2024-03-31 14865887 d:SpecificBusinessCombination3 2024-03-31 14865887 d:SpecificBusinessCombination4 2023-03-12 2024-03-31 14865887 d:SpecificBusinessCombination4 2024-03-31 14865887 e:PoundSterling 2023-03-12 2024-03-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 14865887










KEYSTONE BREWING GROUP LIMITED FORMERLY KNOWN AS BREAL CAPITAL (BLACK SHEEP) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2024

 
KEYSTONE BREWING GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
N Gostelow   
R Robinson 
M Welden 




Registered number
14865887



Registered office
14th Floor
33 Cavendish Square

London

W1G 0PW




Independent auditors
Sumer Auditco Limited
Chartered Accountant & Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW





 
KEYSTONE BREWING GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Balance Sheet
11
Company Balance Sheet
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15
Consolidated Analysis of Net Debt
16
Notes to the Financial Statements
17 - 38


 
KEYSTONE BREWING GROUP LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

Introduction
 
The directors present their strategic report, which is followed by the directors' report, together with audited financial statements for the year ended 31 March 2024.

Business review
 
The first year of trading under the Keystone brand has seen four breweries with incredible reputations in their locality as well nationally come together. This has enabled a diverse range of brands to be presented to new and existing customers. There are significant production facilities in Masham (North Yorkshire) and Alcester (Warwickshire) which have seen investment to facilitate the continued growth of the Group. The Group has invested heavily in Sales and Marketing providing a strong platform to enable the brands to be appropriately represented in the market place.
 
The investment will also allow strategic partnerships to be developed creating further growth opportunities for the Group. We will continue to invest in the right retail establishments growing the existing presence in London, Birmingham, York and Masham creating further opportunities to show case the Group brands.

Principal risks and uncertainties
 
The business continues to sell alcoholic drinks predominantly to the UK market leaving the macro environment being the main risk to both the breweries and the retail establishments within the Group. Whilst utility costs and raw materials have stabilised over the last twelve months they still maintain a significant risk to the operating margin of the Group.
 
The Group’s operations expose it to a variety of financial risks including the effects of changes in interest rates on debt, credit risk and liquidity risk. The Group’s principal financial instruments comprise bank and shareholder loans, trade debtors and trade creditors that arise from its operations. The main risk arising from the group’s financial instruments can be analysed as follows:
 
Interest risk
The Group's interest rate exposure arises mainly from its interest-bearing borrowings. The Group monitors the financial risk of interest rate movements on a regular basis and the impact rises would have on profitability.

Credit risk
 
All debtors are subject to credit verification procedures by the Group. Debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary.
 
Liquidity risk
 
The Group actively manages its working capital requirement to ensure it has sufficient liquid resources to meet the operating needs of the business.

Financial key performance indicators
 
The Group consider the following KPIs to be the key performance indicators: 
 
Turnover and year and year on year growth will remain one of the main KPI’s for the group alongside maintaining a growing the gross margin. Whilst 39% gross margin was achieved in to the year ending 31st March 2024 the Group is aiming for gross margin above 40% moving forward.  The success of these metrics will be evidenced in the next years accounts with this being the first year of submission.Operationally the business focuses on stock holding, debtor days as well as yields from the brewing process. 

Page 1

 
KEYSTONE BREWING GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

 
2024
£


Turnover
14,498,065

Gross Profit
5,616,116

Gross Profit %
39

Operating (Loss)
(3,599,932)

Operating (Loss) %
(25)


This report was approved by the board on 31 March 2025 and signed on its behalf.



M Welden
Director

Page 2

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

The directors present their report and the financial statements for the period ended 31 March 2024.

Directors

The directors who served during the period were:

N Gostelow (appointed 12 May 2023)
R Robinson (appointed 12 May 2023)
M Welden (appointed 12 May 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation and minority interests, amounted to £3,870,695.



Matters covered in the Group Strategic Report

The directors have chosen to disclose information on the following, required by the Companies Act 2006, to be included in the Director's Report, within the Strategic Report;

Information on financial risk management and policies;
Information on suppliers, customers and other; and
information regarding future developments of the business and post balance sheet events.

Page 3

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsSumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 31 March 2025 and signed on its behalf.
 





M Welden
Director

Page 4

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KEYSTONE BREWING GROUP LIMITED
 

Opinion


We have audited the financial statements of KEYSTONE BREWING GROUP LIMITED (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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.


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 Group's or the parent 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.


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


Page 5

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KEYSTONE BREWING GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KEYSTONE BREWING GROUP LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 Group 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:

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:
 
the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;
the nature of the company, including its management structure and control systems, including the opportunity for management to override such controls;
management’s incentives and opportunities for fraudulent manipulation of the financial statements including the company’s remuneration and bonus policies and performance targets; and 
the industry and environment in which it operates.

We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the entity:

laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation;
the timing of the recognition of commercial income;
compliance with legislation relating to GDPR, health and food safety, environmental legislation;
management bias in selecting accounting policies and determining estimates;
inappropriate journal entries; and
recoverability of debtors.

 
Page 7

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KEYSTONE BREWING GROUP LIMITED (CONTINUED)



We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: 
 
enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
enquiries with the same concerning any actual or potential litigation or claims;
discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud; 
inspection of relevant legal correspondence;
assessment of matters reported to management and the result of the subsequent investigation;
obtaining an understanding of the relevant controls and testing their operation during the period;
obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year;
challenging assumptions made by management in their specific accounting policies and estimates;
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;
assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;
reviewing intercompany accounts;
reviewing the financial statements for compliance with the relevant disclosure requirements;
performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;
reviewing correspondence with HMRC;
evaluating the underlying business reasons for any unusual transactions; and
considered the implementation of controls during the year.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 8

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KEYSTONE BREWING GROUP LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





James Hallett (ACA) (Senior Statutory Auditor)
for and on behalf of
Sumer Auditco Limited
Chartered Accountant
Statutory Auditors
14th Floor
33 Cavendish Square
London
W1G 0PW

31 March 2025
Page 9

 
KEYSTONE BREWING GROUP LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024

Period ended
31 March
2024
Note
£

  

Turnover
 4 
14,133,692

Cost of sales
  
(8,517,576)

Gross profit
  
5,616,116

Administrative expenses
  
(9,223,926)

Other operating income
  
7,878

Operating (loss)
 5 
(3,599,932)

Interest receivable and similar income
  
2,142

Interest payable and similar expenses
 9 
(746,332)

(Loss) for the financial Period
  
(4,344,122)

(Loss) for the period attributable to:
  

Non-controlling interests
  
(473,427)

Owners of the parent Company
  
(3,870,695)

  
(4,344,122)

There was no other comprehensive income for 2024.

The notes on pages 17 to 38 form part of these financial statements.

Page 10

 
KEYSTONE BREWING GROUP LIMITED
REGISTERED NUMBER: 14865887

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
Note
£

Fixed assets
  

Intangible assets
 11 
(1,739,135)

Tangible assets
 12 
7,380,535

  
5,641,400

Current assets
  

Stocks
 14 
1,503,112

Debtors: amounts falling due within one year
 15 
3,590,920

Cash at bank and in hand
 16 
299,625

  
5,393,657

Creditors: amounts falling due within one year
 17 
(7,274,255)

Net current (liabilities)
  
 
 
(1,880,598)

Total assets less current liabilities
  
3,760,802

Creditors: amounts falling due after more than one year
 18 
(8,104,824)

Net (liabilities)
  
(4,344,022)


Capital and reserves
  

Called up share capital 
 20 
100

Profit and loss account
  
(3,870,695)

Equity attributable to owners of the parent Company
  
(3,870,595)

Non-controlling interests
  
(473,427)

  
(4,344,022)


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 17 to 38 form part of these financial statements.

Page 11

 
KEYSTONE BREWING GROUP LIMITED
REGISTERED NUMBER: 14865887

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
Note
£

Fixed assets
  

Investments
 13 
301

Current assets
  

Debtors: amounts falling due within one year
 15 
100

Creditors: amounts falling due within one year
 17 
(301)

Net current (liabilities)
  
 
 
(201)

Total assets less current liabilities
  
100

  

  

Net assets
  
100


Capital and reserves
  

Called up share capital 
 20 
100


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not prepared its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent company was £-.
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 17 to 38 form part of these financial statements.

Page 12

 
KEYSTONE BREWING GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

£
£
£
£
£


Comprehensive income for the period

Loss for the period
-
(3,870,695)
(3,870,695)
(473,427)
(4,344,122)

Shares issued during the period
100
-
100
-
100


At 31 March 2024
100
(3,870,695)
(3,870,595)
(473,427)
(4,344,022)

The notes on pages 17 to 38 form part of these financial statements.

Page 13

 
KEYSTONE BREWING GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


Called up share capital
Total equity

£
£


Contributions by and distributions to owners

Shares issued during the period
100
100


At 31 March 2024
100
100

The notes on pages 17 to 38 form part of these financial statements.

Page 14

 
KEYSTONE BREWING GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024

2024
£

Cash flows from operating activities

(Loss) for the financial Period
(4,344,122)

Adjustments for:

Amortisation of intangible assets
(1,474,159)

Depreciation of tangible assets
434,957

Interest paid
132,366

(Increase) in stocks
(28,694)

(Increase) in debtors
(506,106)

Increase in creditors
3,432,595

Net cash used in operating activities

(2,353,163)


Cash flows from investing activities

Purchase of tangible fixed assets
(1,837,073)

Acquisition of trade and assets, net of cash acquired
(7,028,396)

Net cash used in investing activities

(8,865,469)

Cash flows from financing activities

New bank loans
7,657,359

Repayment of loans
(58,140)

New other loans
4,051,404

Interest paid
(132,366)

Net cash from financing activities
11,518,257

Net increase in cash and cash equivalents
299,625

Cash and cash equivalents at the end of period
299,625


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
299,625


The notes on pages 17 to 38 form part of these financial statements.

Page 15

 
KEYSTONE BREWING GROUP LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 MARCH 2024



Cash flows
At 31 March 2024
£

£

Cash at bank and in hand

299,625

299,625

Debt due after 1 year

(8,104,824)

(8,104,824)

Debt due within 1 year

(3,545,799)

(3,545,799)


(11,350,998)
(11,350,998)

The notes on pages 17 to 38 form part of these financial statements.

Page 16

 
KEYSTONE BREWING GROUP 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 is incorporated in England and Wales. The registered office address is 14th Floor, 33 Cavendish Square, London, W1G 0PW and its trading address is Wellgarth House, Wellgarth Court, Crosshills, Masham, Ripon HG4 4EN.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent company disclosure exemptions
In preparing the separate financial statements of the parent company, advantage has been taken
of the following disclosure exemptions available in FRS 102:

Only one reconciliation of the number of shares outstanding at the beginning  and the end of the year has been presented as the reconciliation for the group and the parent company would be identical;
 
No Statement of Cash Flows has been presented for the parent company;
 
Disclosures in respect of the parent company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and
 
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.
 
The following principal accounting policies have been applied:

Page 17

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

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The Group is party to funding arrangements covering various entities within Keystone Brewing Group Limited. The entities within the group have 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 of reduced sales, the group has means available to it to manage its cash flow, 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 that the directors have had with shareholders of the group and their recent commitments, 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 18

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

2.Accounting policies (continued)

 
2.4

Revenue

Revenue 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 the 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 trade discounts and volume rebates.
 

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Interest income

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

 
2.7

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.

 
2.8

Borrowing costs

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

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 19

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

2.Accounting policies (continued)

 
2.10

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 and the Group operate and generate income.


 
2.11

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 the Group's share 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 Consolidated Statement of Comprehensive Income over its useful economic life of ten years.
Negative goodwill is recognised in the profit and loss in the periods in which non-monetary assets
acquired, are recovered through use or sale. 

 
2.12

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:

Freehold property
-
2%
Plant and machinery
-
5%-20%
Motor vehicles
-
25%-33%
Fixtures and fittings
-
10%-33%
Computer equipment
-
25%-33%

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.

Page 20

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

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

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.

 
2.15

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.

 
2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

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 21

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

2.Accounting policies (continued)

 
2.18

Financial instruments

The Group 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 Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

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 Group's cash and cash equivalents, trade and most other debtors due with the operating  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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 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 Group 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 Group will continue to recognise the value of the portion of the risks and rewards retained.
 

Page 22

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

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Derecognition of financial liabilities

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


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated by the directors and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group and Company makes estimates and assumptions concerning the future. Actual results may differ from these estimates. 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.
Management are also required to exercise judgement in the process of applying the company's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations or future events that are believed to be reasonable under the circumstances.


4.


Turnover

Turnover is generated by the principal activity of the group which is the manufacturing and wholesale of beer.

Analysis of turnover by country of destination:

Period ended
31 March
2024
£

United Kingdom
14,077,913

Rest of the world
55,779

14,133,692


Page 23

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

5.


Operating (loss)

The operating (loss) is stated after charging:

Period ended
31 March
2024
£

Amortisation of goodwill
32,542

Amortisation of negative goodwil
(1,506,701)

Depreciation
434,957

Other operating lease rentals
332,933

Defined contribution pension costs
197,388


6.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


Period ended
31 March
2024
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
4,500

Fees payable to the Company's auditors in respect of:

The auditing of accounts of subsidiaries of the Company
69,250

Taxation compliance services
10,250

All non-audit services not included above
13,500

Page 24

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

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
2024
£


Wages and salaries
4,387,362

Social security costs
406,635

Cost of defined contribution scheme
197,388

4,991,385


The average monthly number of employees, including the directors, during the period was as follows:



Group
Company
     Period ended
       31 March
     Period ended
       31 March
        2024
        2024
            No.
            No.







Directors
3
3



Brewery
118
-



Retail
108
-

229
3


8.


Directors' remuneration



During the period retirement benefits were accruing to no directors in respect of defined contribution pension schemes.

During the period, key management personnel received remuneration of £501,593.

Page 25

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

9.


Interest payable and similar expenses

Period ended
31 March
2024
£


Bank interest payable
132,366

Other loan interest payable
613,966

746,332


10.


Taxation


Period ended
31 March
2024
£



Total current tax
-

Factors affecting tax charge for the period

The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 25% as set out below:

Period ended
31 March
2024
£


(Loss) on ordinary activities before tax
(4,344,122)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(1,086,031)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
131,770

Capital allowances for period in excess of depreciation
3,695

Short-term timing difference leading to an increase in taxation
8,129

Unrelieved tax losses carried forward
942,437

Total tax charge for the period
-

Page 26

 
KEYSTONE BREWING GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
 
10.Taxation (continued)


Factors that may affect future tax charges

The group has estimated tax losses of £3,769,748 available to carry forward against future profits. These losses in part are offset against the deferred tax liability, arising from accelerated capital allowances. The balance of any losses available to offset against future trading profits are estimated at £3,337,578. No deferred tax asset has been recognised in respect of the losses arising due to the uncertainty as to when the asset will be recovered. 


11.


Intangible assets

Group




Intellectual property
Goodwill
Negative goodwill
Total

£
£
£
£



Cost


Additions
390,006
235,000
(3,838,300)
(3,213,294)



At 31 March 2024

390,006
235,000
(3,838,300)
(3,213,294)



Amortisation


Charge for the period on owned assets
26,667
5,875
(1,506,701)
(1,474,159)



At 31 March 2024

26,667
5,875
(1,506,701)
(1,474,159)



Net book value



At 31 March 2024
363,339
229,125
(2,331,599)
(1,739,135)

The negative goodwill arose from the acquisition of the trade and assets of the group which are set out in the business combinations note, note 21.The total amounted to £3,838,300.
The company has acquired goodwill and intellectual property amounting to £625,006 as part of the business combination. 



Page 27
 


 
KEYSTONE BREWING GROUP LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024


12.


Tangible fixed assets


Group







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

£
£
£
£
£
£
£



Cost


Additions
121,444
-
1,563,070
23,495
16,158
26,394
1,750,561


Acquisition of subsidiary
3,097,855
62,294
2,343,834
44,772
407,704
108,472
6,064,931



At 31 March 2024

3,219,299
62,294
3,906,904
68,267
423,862
134,866
7,815,492



Depreciation


Charge for the period on owned assets
47,169
2,022
148,863
19,764
181,679
35,460
434,957



At 31 March 2024

47,169
2,022
148,863
19,764
181,679
35,460
434,957



Net book value



At 31 March 2024
3,172,130
60,272
3,758,041
48,503
242,183
99,406
7,380,535

The fixed assets arose from the acquisition of the trade and assets of the group which are set out in the business combination note, note 21. The company has acquired fixed assets amounting to £6,064,931 as part of the business combination.

Page 28
 
KEYSTONE BREWING GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


Additions
301



At 31 March 2024
301





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Black Sheep Brewing Company Limited*
Manufacturing and wholesale of beer
Ordinary
85%
PBC Brewing Limited
Manufacturing and wholesale of beer
Ordinary
100%
Brick B Limited**
Wholesale of beer
Ordinary
100%
BBN Brewing Limited***
Wholesale of beer
Ordinary
100%
Breal Capital (Black Sheep) Holdings Limited
Holding company
Ordinary
85%
Breal Capital (Brick B) Holdings Limited
Holding company
Ordinary
100%
Breal Capital (BBN) Holdings Limited
Holding company
Ordinary
100%
Black Sheep Brewing Company (Property) Limited*
Dormant company
Ordinary
85%
Black Sheep York (TLM) Limited*
Dormant company
Ordinary
85%

*Shares held via Breal Capital (Black Sheep) Holdings Limited
** Shares held via Breal Capital (Brick B) Holdings Limited
*** Shares held via Breal Capital (BBN) Holdings Limited
For all the subsidiary undertakings listed above, the registered office address is 14th Floor, 33 Cavendish Square, London, W1G 0PW.

Page 29

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

14.


Stocks

Group
2024
£

Raw materials and consumables
680,656

Work in progress
114,181

Finished goods and goods for resale
708,275

1,503,112


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


15.


Debtors

Group
Company
2024
2024
£
£


Trade debtors
3,025,402
-

Other debtors
139,301
-

Called up share capital not paid
100
100

Prepayments and accrued income
426,117
-

3,590,920
100



16.


Cash and cash equivalents

Group
2024
£

Cash at bank and in hand
299,625


Page 30

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

17.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Bank loans
3,545,799
-

Trade creditors
1,326,486
-

Amounts owed to group undertakings
-
301

Other taxation and social security
448,021
-

Other creditors
686,818
-

Accruals and deferred income
1,267,131
-

7,274,255
301


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.


18.


Creditors: Amounts falling due after more than one year

Group
2024
£

Bank loans
4,053,420

Other loans
4,051,404

8,104,824


At the balance sheet date, the bank loans were secured over the property and assets of the group by
way of fixed and floating charges.
At the balance sheet date, the other loans represent amounts due to the group's shareholers, which have a fixed and floating charge over the group's assets. This debt is subordinated to the bank loans.

Page 31

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

19.


Loans


Analysis of the maturity of loans is given below:


Group
2024
£

Amounts falling due within one year

Bank loans
3,545,799

Amounts falling due 1-2 years

Bank loans
1,033,120

Other loans
4,051,404

Amounts falling due 2-5 years

Bank loans
3,020,300


11,650,623


See notes 17 and 18 for details of security. 


20.


Share capital

2024
£
Allotted, called up and fully paid


1,000 Ordinary  shares of £0.10 each
100


During the year 1,000 Ordinary shares were issued at par.
There is a single class of  shares. There are no restrictions on distribution of dividends and the repayment of capital. 

Page 32

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

21.
 

Business combinations



Acquisition of trade and assets of Black Sheep Brewery Plc and BSB Retail Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
2,828,000
1,503,094
4,331,094

Intangible
320,002
-
320,002

3,148,002
1,503,094
4,651,096

Current Assets

Stocks
273,208
687,517
960,725

Debtors
1,611,050
23,508
1,634,558

Cash at bank and in hand
6,208
-
6,208

Total Assets
5,038,468
2,214,119
7,252,587

Total Identifiable net assets
5,038,468
2,214,119
7,252,587


Negative goodwill
(2,214,118)

Total purchase consideration
5,038,469

Consideration

£


Cash
5,038,469

Total purchase consideration
5,038,469

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
5,038,469

Net cash outflow on acquisition
5,038,469

Page 33

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

21.Business combinations (continued)

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 34

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

21.Business combinations (continued)

Acquisition of trade and assets of Brick Brewery Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
51,441
-
51,441

Intangible
30,001
-
30,001

81,442
-
81,442

Current Assets

Debtors
138,576
57,090
195,666

Total Assets
220,018
57,090
277,108

Total Identifiable net assets
220,018
57,090
277,108


Negative goodwill
(52,923)

Total purchase consideration
224,185

Consideration

£


Cash
224,185

Total purchase consideration
224,185

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
224,185

Net cash outflow on acquisition
224,185

Page 35

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

21.Business combinations (continued)

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
128,335
-
128,335

Debtors
58,133
-
58,133

Total Assets
268,468
-
268,468

Total Identifiable net assets
268,468
-
268,468


Total purchase consideration
268,468

Consideration

£


Cash
268,468

Total purchase consideration
268,468

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
268,468

Net cash outflow on acquisition
268,468

Page 36

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

22.


Contingent liabilities

At the 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 contingent liability attributable to the company of this guarantee is £4,051,404.


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £197,388. Contributions totalling £19,790 were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£

Land and buildings

Not later than 1 year
104,400

Later than 1 year and not later than 5 years
417,600

Later than 5 years
248,828

770,828
Group
2024
£

Motor vehicles

Not later than 1 year
90,783

Later than 1 year and not later than 5 years
122,525

213,308

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

25.


Related party transactions

At the balance sheet date, included in creditors due after more than one year was an amount of £4,051,404 due to shareholders of the group and entities in which the directors of the company have a material interest.
Interest on the loans was charged at 12% per annum and the charge for the year was £532,288 and remains unpaid at the balance sheet date.

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