| REGISTERED NUMBER: 14518776 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31st December 2024 |
| for |
| SUPERGROUP PERFORMANCE LTD |
| REGISTERED NUMBER: 14518776 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31st December 2024 |
| for |
| SUPERGROUP PERFORMANCE LTD |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Contents of the Consolidated Financial Statements |
| for the year ended 31st December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Consolidated Statement of Comprehensive Income | 9 |
| Consolidated Statement of Financial Position | 10 |
| Company Statement of Financial Position | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Statement of Cash Flows | 14 |
| Notes to the Consolidated Statement of Cash Flows | 15 |
| Notes to the Consolidated Financial Statements | 16 |
| SUPERGROUP PERFORMANCE LTD |
| Company Information |
| for the year ended 31st December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Alasdair Weaks |
| AUDITORS: |
| Statutory Auditor |
| Office: Croydon - TC SWP |
| 3rd Floor, Suffolk House |
| George Street |
| Croydon |
| CR0 0YN |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Group Strategic Report |
| for the year ended 31st December 2024 |
| The directors present their strategic report of the company and the group for the year ended 31st December 2024. |
| REVIEW OF BUSINESS - TO BE UPDATED |
| Supergroup was established in December 2022 as an alternative M&A network bringing together ambitious founders with a view to amplify their outcomes. During the period under review the group acquired Conversionwise Limited, who operate in the CRO space. |
| Supergroup now fully own Underground Ecom Ltd, Version Two Media Ltd and Conversionwise Limited. |
| Consolidated shareholders' funds at the period end stood at £27.4m (2023 - £27m). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The directors consider the group's principal risks to be liquidity risk and integration risk. The risks are reviewed and managed through the group's business performance and risk management processes. |
| Liquidity risk |
| The group maintains significant cash balances to ensure that it has sufficient available liquid funds for operations and for continued M&A activities. |
| Integration risk |
| The group seeks to make acquisitions that complement its business activities and that will contribute to its overall success. There is inherent risk that the group fails to achieve this objective on future acquisitions. The group undertakes detailed due diligence on potential targets, led by management and including the use of specialist advisers where required, to manage integration risk to an acceptable level. |
| KEY PERFORMANCE INDICATORS |
| The directors monitor key performance indicators to ensure optimal business performance. The directors consider the key performance indicators to be gross margin and EBITDA. |
| ON BEHALF OF THE BOARD: |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Report of the Directors |
| for the year ended 31st December 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31st December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the year under review was that of providing advertising and marketing services. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31st December 2024. |
| FUTURE DEVELOPMENTS |
| The directors will continue to build on business performance. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st January 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently; |
| - | make judgements 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 company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Report of the Directors |
| for the year ended 31st December 2024 |
| AUDITORS |
| The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Supergroup Performance Ltd |
| Opinion |
| We have audited the financial statements of Supergroup Performance Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The 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 affairs as at 31st December 2024 and of the group's loss for the year 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 UK, including the FRC'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 and 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. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our 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. |
| 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 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. |
| Report of the Independent Auditors to the Members of |
| Supergroup Performance Ltd |
| Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where 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. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 a Report of the Auditors 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. |
| 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 auditor's 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. |
| Extent to which the audit was considered capable of detecting irregularities, including fraud |
| The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management. |
| Report of the Independent Auditors to the Members of |
| Supergroup Performance Ltd |
| Our approach was as follows: |
| - | We obtained an understanding of the legal and regulatory framework applicable to the group and the sector in which it operates, through discussions with management and those charged with governance. We identified the financial reporting framework including but not limited to (United Kingdom Generally Accepted Accounting Practice and the Companies Act 2006), Data Protection Act 2018, Bribery Act 2010 and tax legislation as being of significance in the context of Supergroup Performance Ltd and its ongoing activities. |
| - | We made enquiries with management and those charged with governance to confirm our understanding that the group continued to comply with the applicable legal and regulatory frameworks, and also to confirm our understanding of the specific policies and procedures enlisted by the group to ensure ongoing compliance. |
| - | We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud may occur, and gained an understanding of the group's policies and procedures on fraud risks through discussion with the group's management. |
| - | We considered the risk of material misstatement due to fraud as a result of possible management override of controls and improper revenue recognition. In addressing this risk of fraud from the above we have tested the appropriateness of journal entries and other adjustments including manual journals along with testing revenue recognition and confirming that cut-off is appropriate. |
| - | We communicated those laws and regulations considered relevant to the group, and potential fraud risks to all engagement team members, and consider that the engagement team had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations, and remained alert to any indications of fraud throughout the audit. |
| Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error. |
| Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
| A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. |
| 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 Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Supergroup Performance Ltd |
| 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 2006. Our 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 a Report of the Auditors 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. |
| For and on behalf of |
| Statutory Auditor |
| Office: Croydon - TC SWP |
| 3rd Floor, Suffolk House |
| George Street |
| Croydon |
| CR0 0YN |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Consolidated |
| Statement of Comprehensive |
| Income |
| for the year ended 31st December 2024 |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 17,905,815 | 11,869,354 |
| Cost of sales | (10,899,741 | ) | (7,945,003 | ) |
| GROSS PROFIT | 7,006,074 | 3,924,351 |
| Administrative expenses | (6,788,468 | ) | (5,191,375 | ) |
| 217,606 | (1,267,024 | ) |
| Other operating income | 94,275 | 72,919 |
| OPERATING PROFIT/(LOSS) | 5 | 311,881 | (1,194,105 | ) |
| Interest receivable and similar income | 12,701 | - |
| 324,582 | (1,194,105 | ) |
| Interest payable and similar expenses | 6 | (13 | ) | (10 | ) |
| PROFIT/(LOSS) BEFORE TAXATION | 324,569 | (1,194,115 | ) |
| Tax on profit/(loss) | 7 | (892,682 | ) | (314,898 | ) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME |
| Purchase of own shares | (227,589 | ) | - |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
(227,589 |
) |
- |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(795,702 |
) |
(1,509,013 |
) |
| Loss attributable to: |
| Owners of the parent | (568,113 | ) | (1,509,013 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (795,702 | ) | (1,509,013 | ) |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Consolidated Statement of Financial Position |
| 31st December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 27,454,503 | 24,860,998 |
| Tangible assets | 10 | 14,581 | 10,591 |
| Investments | 11 | - | - |
| 27,469,084 | 24,871,589 |
| CURRENT ASSETS |
| Debtors | 12 | 1,092,745 | 590,813 |
| Cash at bank | 3,747,366 | 2,347,367 |
| 4,840,111 | 2,938,180 |
| CREDITORS |
| Amounts falling due within one year | 13 | 4,941,898 | 857,337 |
| NET CURRENT (LIABILITIES)/ASSETS | (101,787 | ) | 2,080,843 |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 27,367,297 | 26,952,432 |
| CAPITAL AND RESERVES |
| Called up share capital | 16 | 18,470 | 18,634 |
| Share premium | 17 | 29,653,542 | 28,442,811 |
| Capital redemption reserve | 17 | 1,127 | - |
| Retained earnings | 17 | (2,305,842 | ) | (1,509,013 | ) |
| SHAREHOLDERS' FUNDS | 27,367,297 | 26,952,432 |
| The financial statements were approved by the Board of Directors and authorised for issue on 29th May 2025 and were signed on its behalf by: |
| J P Matthewman - Director |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Company Statement of Financial Position |
| 31st December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 12 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 16 |
| Share premium | 17 |
| Capital redemption reserve | 17 |
| Retained earnings | 17 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 1,993,426 | 981,653 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Consolidated Statement of Changes in Equity |
| for the year ended 31st December 2024 |
| Called up | Capital |
| share | Retained | Share | redemption | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | 18,634 | - | 28,442,811 | - | 28,461,445 |
| Total comprehensive income | - | (1,509,013 | ) | - | - | (1,509,013 | ) |
| Balance at 31st December 2023 | 18,634 | (1,509,013 | ) | 28,442,811 | - | 26,952,432 |
| Changes in equity |
| Increase in share capital | 963 | - | 1,210,731 | - | 1,211,694 |
| Reduction in share capital | (1,127 | ) | - | - | - | (1,127 | ) |
| Total comprehensive income | - | (796,829 | ) | - | 1,127 | (795,702 | ) |
| Balance at 31st December 2024 | 18,470 | (2,305,842 | ) | 29,653,542 | 1,127 | 27,367,297 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Company Statement of Changes in Equity |
| for the year ended 31st December 2024 |
| Called up | Capital |
| share | Retained | Share | redemption | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | - |
| Balance at 31st December 2023 |
| Changes in equity |
| Increase in share capital | 963 | - | 1,210,731 | - | 1,211,694 |
| Reduction in share capital | (1,127 | ) | - | - | - | (1,127 | ) |
| Total comprehensive income | - | - |
| Balance at 31st December 2024 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Consolidated Statement of Cash Flows |
| for the year ended 31st December 2024 |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 6,514,895 | 2,077,339 |
| Interest paid | (13 | ) | (10 | ) |
| Tax paid | (794,607 | ) | (826,129 | ) |
| Net cash from operating activities | 5,720,275 | 1,251,200 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (7,595 | ) | - |
| Purchase of tangible fixed assets | (7,509 | ) | (5,357 | ) |
| Acquisition of subsidiary undertakings | (4,089,805 | ) | 1,100,399 |
| Interest received | 12,701 | - |
| Net cash from investing activities | (4,092,208 | ) | 1,095,042 |
| Cash flows from financing activities |
| Amount introduced by directors | 648 | - |
| Share issue | - | 1,125 |
| Share buyback | (228,716 | ) | - |
| Net cash from financing activities | (228,068 | ) | 1,125 |
| Increase in cash and cash equivalents | 1,399,999 | 2,347,367 |
| Cash and cash equivalents at beginning of year |
2 |
2,347,367 |
- |
| Cash and cash equivalents at end of year | 2 | 3,747,366 | 2,347,367 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Statement of Cash Flows |
| for the year ended 31st December 2024 |
| 1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit/(loss) before taxation | 324,569 | (1,194,115 | ) |
| Depreciation charges | 6,341 | 3,534 |
| Amortisation charge | 3,093,645 | 2,762,333 |
| Finance costs | 13 | 10 |
| Finance income | (12,701 | ) | - |
| 3,411,867 | 1,571,762 |
| (Increase)/decrease in trade and other debtors | (493,585 | ) | 82,325 |
| Increase in trade and other creditors | 3,596,613 | 423,252 |
| Cash generated from operations | 6,514,895 | 2,077,339 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31st December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 3,747,366 | 2,347,367 |
| Period ended 31st December 2023 |
| 31.12.23 | 1.12.22 |
| £ | £ |
| Cash and cash equivalents | 2,347,367 | - |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 2,347,367 | 1,399,999 | 3,747,366 |
| 2,347,367 | 1,399,999 | 3,747,366 |
| Total | 2,347,367 | 1,399,999 | 3,747,366 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements |
| for the year ended 31st December 2024 |
| 1. | STATUTORY INFORMATION |
| Supergroup Performance Ltd is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The consolidated financial statements present the results of Supergroup Performance Ltd and all of its subsidiary undertakings up to 31 December each year. Intercompany transactions and balances between group companies are therefore eliminated in full. |
| A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. |
| Where a subsidiary has different accounting policies from the group, adjustments are made to those subsidiary financial statements to apply the group's accounting policies when preparing the consolidated financial statements. |
| The consolidated financial statements incorporate the results of business combinations using the purchase method. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Turnover represents net invoiced sales of online advertising services. |
| Turnover from a contract to provide services is recognised in the period in which the services are provided when all of the following conditions are satisfied: |
| - | the amount of turnover can be measure reliably |
| - | it is probable that the company will receive the consideration due under the contract; and |
| - | the stage of completion of the service at the end of the reporting period can be measured reliably. |
| Goodwill |
| Goodwill, being the amount paid in connection with business acquisitions in 2022 and 2024, is being amortised evenly over its estimated useful life of ten years. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
| At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. |
| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis: |
| Fixtures and fittings | - 20% straight line |
| Computer equipment | - 20% & 33% straight line |
| The assets' residual value, useful lives and depreciation methods are reviewed and adjusted prospectively if appropriate, or if there is indication of a significant change since the last reporting date. |
| Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts and are recognised in the Statement of Comprehensive Income. |
| Financial instruments |
| The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable. |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income. |
| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the statement of financial position date. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Debtors |
| Short term debtors are measured at transaction price, less any impairment. |
| Creditors |
| Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
| 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. |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In applying the group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carry value of assets and liabilities. The directors' judgement, estimates and assumptions are based on the best and most reliable evidence at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions, the actual results and outcomes may differ. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively. |
| In assessing whether there have been any indicators of impairment to assets, the directors consider both external and internal sources of information such as market conditions and experience of recoverability. |
| Recoverability of receivables |
| The group establishes a provision for receivables that are estimated not to be recoverable or recoupable. When assessing recoverability, the directors consider factors such as the ageing of the receivables, past experience of recoverability, and the credit profile of the debtor. |
| Determining residual values and useful economic lives of property, plant and equipment |
| The group depreciates tangible and intangible assets over their estimated useful lives. The estimation of the useful lives of the assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technical innovation, product life cycles and maintenance programmes. |
| 4. | EMPLOYEES AND DIRECTORS |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries | 1,889,653 | 1,149,383 |
| Social security costs | 212,385 | 115,779 |
| Other pension costs | 32,871 | 25,994 |
| 2,134,909 | 1,291,156 |
| The average number of employees during the year was as follows: |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| Management | 7 | 4 |
| Finance | 2 | 2 |
| Sales | 18 | 12 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration | 719,208 | 500,415 |
| Directors' pension contributions to money purchase schemes | 11,564 | 10,191 |
| Information regarding the highest paid director is as follows: |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Emoluments etc | 185,643 | 165,767 |
| Pension contributions to money purchase schemes | - | 6,000 |
| 5. | OPERATING PROFIT/(LOSS) |
| The operating profit (2023 - operating loss) is stated after charging: |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other operating leases | 65,127 | 54,943 |
| Depreciation - owned assets | 14,087 | 3,534 |
| Goodwill amortisation | 3,093,645 | 2,762,333 |
| Auditor remuneration | 19,850 | 14,000 |
| Auditor remuneration for non audit work | 3,200 | 2,200 |
| Foreign exchange differences | 17,917 | 72,703 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank interest | 13 | 10 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| Period |
| 1.12.22 |
| Year Ended | to |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax | 892,682 | 314,898 |
| Tax on profit/(loss) | 892,682 | 314,898 |
| Tax effects relating to effects of other comprehensive income |
| 31.12.24 |
| Gross | Tax | Net |
| £ | £ | £ |
| Purchase of own shares | (227,589 | ) | - | (227,589 | ) |
| 8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Development |
| Goodwill | costs | Totals |
| £ | £ | £ |
| COST |
| At 1st January 2024 | 27,623,331 | - | 27,623,331 |
| Additions | 5,679,641 | 7,509 | 5,687,150 |
| At 31st December 2024 | 33,302,972 | 7,509 | 33,310,481 |
| AMORTISATION |
| At 1st January 2024 | 2,762,333 | - | 2,762,333 |
| Amortisation for year | 3,093,645 | - | 3,093,645 |
| At 31st December 2024 | 5,855,978 | - | 5,855,978 |
| NET BOOK VALUE |
| At 31st December 2024 | 27,446,994 | 7,509 | 27,454,503 |
| At 31st December 2023 | 24,860,998 | - | 24,860,998 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1st January 2024 | 2,959 | 17,783 | 20,742 |
| Additions | 12,689 | 5,388 | 18,077 |
| At 31st December 2024 | 15,648 | 23,171 | 38,819 |
| DEPRECIATION |
| At 1st January 2024 | 2,185 | 7,966 | 10,151 |
| Charge for year | 9,861 | 4,226 | 14,087 |
| At 31st December 2024 | 12,046 | 12,192 | 24,238 |
| NET BOOK VALUE |
| At 31st December 2024 | 3,602 | 10,979 | 14,581 |
| At 31st December 2023 | 774 | 9,817 | 10,591 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1st January 2024 |
| Additions |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Subsidiary undertakings |
| The following were subsidiary undertakings of the company: |
| Name | Country of Incorporation |
Class of Shares |
Holding | Principal Activity |
| Version Two Media Ltd | England and Wales |
Ordinary | 100% | Advertising Services |
| Underground Ecom Ltd | England and Wales |
Ordinary | 100% | Marketing Services |
| ConversionWise Limited | England and Wales |
Ordinary | 100% | Marketing Services |
| The registered office for the above subsidiary undertakings is 103 Farringdon Road, London, EC1R 3BS. |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Trade debtors | 1,024,675 | 536,279 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 24,741 | 27,278 |
| Directors' current accounts | - | 648 | - | - |
| VAT | - | - |
| Prepayments and accrued income | 43,329 | 26,608 |
| 1,092,745 | 590,813 |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Trade creditors | 543,607 | 476,034 |
| Amounts owed to group undertakings | - | - |
| Tax | 448,677 | 124,216 |
| Social security and other taxes | 80,935 | 54,456 |
| VAT | 178,843 | 48,236 | 13,128 | - |
| Other creditors | 3,455,717 | 42,055 |
| Accruals and deferred income | 234,119 | 112,340 |
| 4,941,898 | 857,337 |
| 14. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| Group |
| Non-cancellable operating | leases |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Within one year | 43,879 | 50,364 |
| 15. | FINANCIAL INSTRUMENTS |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Financial assets |
| Financial assets measured at fair value through profit or loss |
3,747,366 | 2,347,367 | 1,706,767 | 17,622 |
| Financial assets that are debt instruments measured at amortised cost |
1,049,416 | 563,557 | 7,195 | 859,453 |
| 4,796,782 | 2,910,924 | 1,713,962 | 877,075 |
| Financial liabilities |
| Financial liabilities measured at amortised cost |
4,081,343 |
621,672 |
6,375,919 |
8,014 |
| Financial assets measured at fair value through profit or loss comprise cash and bank in hand. |
| Financial assets measured at amortised cost comprise trade debtors, amounts due from related undertakings, other debtors and accrued income. |
| Financial liabilities measured at amortised cost include trade creditors, other creditors, amounts owed to related undertakings and accruals. |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 16. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| 31.12.2024 | 31.12.2023 |
| Number | Class | Nominal value | £ | £ |
| 1,000,000 | A1 Ordinary | 0.01 | - | 10,000 |
| 750,890 | A2 Ordinary | 0.01 | - | 7,509 |
| 1,828,466 | A Ordinary | 0.01 | 18,285 | - |
| 18,520 | B Ordinary | 0.01 | 185 | 185 |
| 93,997 | C Ordinary | 0.01 | - | 940 |
| 18,470 | 18,634 |
| The following fully paid shares were allotted during the period at a premium as shown below: |
| 96,279 A Ordinary shares of £0.01 each at £12.59 per share. |
| Each share is entitled to one vote in any circumstances. Each share is entitled to a distribution of dividends. Each share is entitled to a distribution of capital. |
| 17. | RESERVES |
| Group |
| Capital |
| Retained | Share | redemption |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1st January 2024 | (1,509,013 | ) | 28,442,811 | - | 26,933,798 |
| Deficit for the year | (568,113 | ) | (568,113 | ) |
| Purchase of own shares | (228,716 | ) | - | 1,127 | (227,589 | ) |
| Share for share exchange | - | 1,210,731 | - | 1,210,731 |
| At 31st December 2024 | (2,305,842 | ) | 29,653,542 | 1,127 | 27,348,827 |
| Company |
| Capital |
| Retained | Share | redemption |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1st January 2024 | 29,424,464 |
| Profit for the year |
| Purchase of own shares | (228,716 | ) | - | 1,127 | (227,589 | ) |
| Share for share exchange | - | 1,210,731 | - | 1,210,731 |
| At 31st December 2024 | 32,401,032 |
| SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 18. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| During the year the company received £30,000 (2023 - £20,000) from Blue14 Ltd, a company under common control, in relation to finance executive costs. An amount of £6,000 (2023 - £4,800) was owed at the year end. |
| In the year the group paid administrative costs of £78,831 (2023 - £55,675) to Blue14 Ltd, a company under common control. An amount of £9,383 (2023 - £2,398) remained outstanding to Blue14 Ltd at the year end. |
| The group received amounts of £1,448 (2023 - £3,246) in relation to recharges from Blue14 (D2C) Ltd, a company under common control. An amount of £94 (2023 - £1,585) remained outstanding at the year end. |
| An amount of £47,950 was paid from the group to Yolk House Ltd, a company under common control. This amount was in relation to administrative costs. No balance remains outstanding at the year end. |
| 19. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party. |
| 20. | ACQUISITIONS AND DISPOSALS |
| During the period the company acquired 100% of the share capital of ConversionWise Limited. This has been accounted for using the acquisition method. The net assets at the date of acquisition were £715,367. |
| The acquisition took place via a share for share exchange, with the price of the shares being transferred at fair value. The value of these shares were £6.4m. |
| Goodwill of £5.7m has therefore been generated upon acquisition of this subsidiary and is being amortised over 10 years. |