The directors present the strategic report for the year ended 31 December 2025.

Microstar UK Holdco Limited (the "Company") and its subsidiaries (together, the "Group") is part of the global MicroStar business which manages a range of complementary businesses in the United States of America specialising in the pooling of stainless steel kegs primarily to the brewing industry and the refurbishment of beverage containers through its dedicated MicroStar Quality Services division.

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

For the year ended 31 December 2025, the Group continued to support its customers through the provision of a pool of stainless steel keg and cask containers. The Group continued to make substantial investments in its pooling fleet of containers to meet the growing customer demand as a result of organic growth and new business development.

During the year, the Company moved into a brand new 150,000 square foot facility in Milton Keynes. This has led to substantial quality improvements, efficiencies and additional services that the Company can offer to the market.

Key performance indicators

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

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

Credit risk

Credit risk is one of the principal risks the Group faces. The credit risk is the risk of loss if another party fails to perform its obligations or fails to perform them in a timely fashion. The Group’s credit risk is attributable to its trade debtors. This is managed on an ongoing basis through placing customers on order hold, structuring payment plans, charging interest on unpaid balances and performing credit checks on customers. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The Group has no significant concentration of credit risk, with exposure spread over its entire customer base.

Funding and liquidity

Liquidity risk is the risk that liabilities cannot be met when they fall due or can only be met at an uneconomic price. The Group borrows from MicroStar Group to fund its pooling investments. This is secured at a Microstar Logistics Group level with financing partner Ares Capital Management LLC. The amount in relation to funding owed to MicroStar Group as at 31 December 2025 was £55,047,360 (2024: £39,232,550).

Market risk

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

Price risk

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

Cashflow risk

The Group monitors its cash flow position on an ongoing basis to ensure that sufficient funds are available to meet operational requirements and financial obligations as they fall due. Cash flow risk is managed through regular forecasting and close control of working capital. Management reviews projected cash flows periodically and considers the adequacy of available liquidity.

The Group sees Western Europe as a strategic opportunity to expand its keg pooling services as well as to facilitate the cross border movement of its kegs to support customer growth. The Group will continue to invest in its operations and footprint for this region in the year ahead.

The results for the year are set out in the Group Statement of Income and Retained Earnings on page 6. For the year to 31 December 2025, the Group delivered Turnover of £14,701,120 (2024: £14,714,667) and a Loss before taxation for the Financial Year of £6,784,287 (2024: £6,179,703). Turnover growth stalled in the year due to volume challenges in the on-trade premises consumption of draught craft beer.

An operating profit of £865,352 was achieved (2024: loss of £1,520,904) showing the value of moving into a new facility in Milton Keynes and bringing operations in house. As progress is made to fully utilise the facility the Group experts to see further cost and efficiency benefits.

The net assets of the Group have decreased by £6,260,725 from net assets of £12,344,799 at 31 December 2024 to net assets of £6,084,074 at 31 December 2025.

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

On behalf of the board

The Directors present their annual report and audited consolidated financial statements for the year ended 31 December 2025.

These financial statements for the year ended 31 December 2025 are prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The comparatives for the year ended 31 December 2024 have been stated in accordance with FRS 102.

The Company and Group have not paid an interim dividend during the year (2024: £nil). The Directors do not recommend payment of a final dividend (2024: £nil).

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

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

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

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

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

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

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

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

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

• select suitable accounting policies and then apply them consistently;

• state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

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

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

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

The Gtrueroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments.

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

• so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

The directors have agreed with the company’s auditors that the auditor’s liability to damages for breach of duty in relation to the audit of the company’s financial statements for the year to 31 December 2025 will be limited to the greater of £5 million or 5 times the auditor’s fees for the statutory audit, and that, in any event, the auditor’s liability for damages will be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditor, the company and any third parties are responsible for the loss in question. The shareholders of the company approved this liability limitation agreement, as required by the Companies Act 2006, by a resolution dated 23rd February 2026.

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium companies regime.

In our opinion, MicroStar UK Holdco Limited’s group financial statements and company financial statements (the “financial statements”):

• give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2025 and of the group’s and company's loss and the group’s cash flows for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report which comprise:

• the Group balance sheet as at 31 December 2025;

• the Company balance sheet as at 31 December 2025;

• the Group statement of comprehensive income for the year then ended:

• the Group statement of changes in equity for the year then ended;

• The Company statement of changes in equity for the year then ended;

• the Group statement of cash flows for the year then ended; and

• the notes to the financial statements which include a description of the significant accounting policies.

Basis for opinion

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

Independence

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

Conclusions relating to going concern

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

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

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

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

Reporting on other information

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

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

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

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

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

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

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

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

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

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

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

• Discussions with management and those charged with governance, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

• Evaluation of management's controls designed to prevent and detect irregularities;

• Auditing the risk of management override of controls, including through testing journal entries and challenging assumptions and judgements made by management in their significant accounting estimates;

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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

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

Use of this report

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

Other required reporting

Companies Act 2006 exception reporting

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

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

The notes on pages 15 to 33 form part of these financial statements.

The notes on pages 15 to 33 form part of these financial statements.

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

The notes on pages 15 to 33 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s result for the year was £nil (2024 - Loss: £10,063)

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

The notes on pages 15 to 33 form part of these financial statements.

The notes on pages 15 to 33 form part of these financial statements.

The notes on pages 15 to 33 form part of these financial statements.

MicroStar UK HoldCo Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales, United Kingdom. The registered office and principal place of business is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, UK, WA142DT.

The group consists of MicroStar UK HoldCo Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’ and Section 3 'Financial Statement Preparation' paragraph 3.17(d): Presentation of a statement of cash flow and related notes and disclosures.

The consolidated group financial statements consist of the financial statements of the parent company MicroStar UK HoldCo Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

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

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

Further information on the Company's borrowings is given in note 20.

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

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

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised within administrative expenses in the profit and loss account and is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

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

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

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

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

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

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

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account.

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

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

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

At inception, the group assesses whether a contract is, or contains, a lease. A lease arises where the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control of the use of an asset occurs where the group has both the right to direct the use of the asset, and the right to obtain substantially all the economic benefits from that use.

Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within the same line items on the Balance sheet as owned assets.

The right-of-use asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the commencement date less any lease incentives or grants received, plus initial direct costs and an estimate of the cost of obligations to dismantle, remove or restore the underlying asset and the site on which it is located.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate or the group’s obtainable borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be payable under residual value guarantees, the exercise price of any purchase options that the group is reasonably certain to exercise, and any penalties for early termination of a lease.

At each financial period end, the lease liability is adjusted to reflect payments made and interest accrued. Also, the lease liability is remeasured to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

In the comparative period, all leases were classified as operating leases. Rentals payable under operating leases, less any lease incentives received, were charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis was more representative of the time pattern in which economic benefits from the leased asset were consumed.

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

In the current year, the FRS 102 Periodic Review 2024 was applied by the company for the first time and affects the financial statements as follows.

The Group has applied the FRS 102 Periodic Review 2024 amendments to Section 20 Leases as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The Group’s revised accounting policies for leases are set out in note 1.

The Group has applied the FRS 102 Periodic Review 2024 amendments to Section 23 Revenue as an adjustment to the opening balance of retained earnings at the date of initial application. Comparative information is not restated.

The Group has undertaken an assessment of its revenue recognition policies and contracts with customers and has concluded that the adoption of the revised Section 23 does not have a material impact on the timing or amount of revenue recognised, or on the financial position and performance of the Group.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

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

The Directors have assessed the value of the Investment in Kegstar Limited at the year end and decided that no impairment is necessary. This assessment included reviewing post year end information, cash flow forecasts and future plans in relation to profitability of Kegstar Limited.

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

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 15 for the carrying amount of the property, plant and equipment.

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

The Group makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. See note 19 for the net carrying amount of the receivables and associated impairment provision.

As the interest rate implicit in the leases was not readily determinable, the entity applied an incremental borrowing rate of approximately 9.22%, which reflects the rate the entity would expect to pay for a loan with a similar term and security. This rate has had a material impact on the measurement of lease liabilities and the corresponding right-of-use assets recognised on the balance sheet.

The Directors have assessed the value of the Investment in Kegstar Limited at the year end and decided that no impairment is necessary. This assessment included reviewing post year end information, cash flow forecasts and future plans in relation to profitability of Kegstar Limited.

Limited Liability Agreement

The directors have agreed with the company’s auditors that the auditor’s liability to damages for breach of duty in relation to the audit of the company’s financial statements for the year to 31 December 2025 will be limited to the greater of £5 million or 5 times the auditor’s fees for the statutory audit, and that, in any event, the auditor’s liability for damages will be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditor, the company and any third parties are responsible for the loss in question. The shareholders of the company approved this liability limitation agreement, as required by the Companies Act 2006, by a resolution dated 23rd February 2026.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The remuneration of key management personnel is as follows.

Three directors (2024: 3) received no remuneration during the year (2024: £nil) for services provided to the Group. These directors of the Company were remunerated by fellow group undertakings outside of the group as defined in the strategic report who made no recharges to the Group. These directors are also directors of fellow group undertakings, and it is not possible to make an accurate apportionment of their remuneration in respect of each of the group undertakings.

During the year, interest was charged on an intra-group loan with MicroStar Keg Management LLC at an average rate of 15% (2024: 15%).

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The incentives relates to customer incentive payments arising from certain long-term contract arrangements and is effectively a contract incentive cost. The asset is being amortised on a straight-line basis over the life of the long-term contracts to a residual value of zero. The remaining amortisation period of these assets is 24 months.

The carrying value of land and buildings comprises:

The company had no tangible fixed assets at 31 December 2025 or 31 December 2024

More information on impairment movements in the year is given in note 13.

The carrying amount of plant and machinery includes a provision for lost kegs. Up until 31 December 2022 this was based on the number of kegs that had not been scanned in use for at least 365 days. The Group now operates a scan free system meaning that from 1 January 2023 the provision for lost kegs has been accounted for via the useful lives of the kegs and the resulting depreciation charge as described in note 3.

Details of the company's subsidiaries at 31 December 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Kegstar Limited has been given a guarantee by Microstar UK HoldCo Limited and so is entitled to exemption from audit for the financial year ended 31 December 2025 under section 479A of the Companies Act 2006 relating to subsidiary companies.

All of the debtors listed above are held at amortised cost.

Trade debtors are stated after a provision for impairment of £221,967 (2024: £311,002).

Included within other debtors due after more than one year is £nil (2024: £575,264) that relates to stamp duty and other professional fees incurred in arranging an operating lease. In the current year these amounts were including in the capitalistion of the leases as part of the adoption of the FRS 102 Periodic Review 2024.

All of the creditors listed above are held at amortised cost.

Included in amounts owed to group undertakings is a loan payable of £50,968,693 (2024: £36,777,279) from a fellow group entity, MicroStar Keg Management LLC. The loan was carried at an average interest rate of 15% (2024: 15%) for the period ended 31 December 2025. This loan is repayable on demand but is not expected to be repaid within the next 12 months.

The prior year comparative is £nil as the Group has early adopted the 2024 amendments to FRS 102 relating to leases in the current financial year. As a result, lease liabilities were not recognised in the previous year.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date.

The Group leases one property under non‑cancellable lease agreements, with a lease term of 15 years. The effective borrowing rate for the year was 9.22%. This is the incremental borrowing rate for the Group.

The Group also enters into a number of short‑term equipment leases. These leases are considered immaterial to the financial statements and, in accordance with the Group’s accounting policy on short‑term and low‑value leases, are not recognised on the balance sheet. Lease payments for these vehicles are expensed on a straight‑line basis over the lease term. As at 31 December 2025, the Group’s commitment for short-term leases amounted to £18,854, all payable within one year.

Within the Group there are operating costs of £12,535 which relate to uncapitalised short-term leases.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset set out above is not expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The assessment of the period of time that it will take for the Group to be profitable and utilise these losses is 3 - 5 years.

The Group also has an unrecognised deferred tax asset of £2,065,852 (2024: £994,723) in relation to corporate interest restriction losses. These deferred tax assets have not been recognised as the precise incidence of future profits cannot be predicted accurately at this time.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

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

The immediate parent undertaking is Microstar International Holdings Corporation, which is incorporated in USA. The Registered address of Microstar International Holdings Corporation is 2401 15th St #200, Denver, CO 80202, United States.

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

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

* The Group elected to early adopt the FRS 102 accounts amendments. As such the lease liabilities and associated interest were introduced in the year.