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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: C S J Lewcock
J P Matthewman
J M Williams
O J S Kenyon
J F Watkins
S G S Sutton



REGISTERED OFFICE: 103 Farringdon Road
London
EC1R 3BS



REGISTERED NUMBER: 14518776 (England and Wales)



SENIOR STATUTORY AUDITOR: Alasdair Weaks



AUDITORS: TC Group
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:





J P Matthewman - Director


29th May 2025

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.

C S J Lewcock
J P Matthewman
J M Williams

Other changes in directors holding office are as follows:

O J S Kenyon - appointed 8th May 2024
J F Watkins - appointed 23rd July 2024

S G S Sutton was appointed as a director after 31st December 2024 but prior to the date of this report.

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:





J P Matthewman - Director


29th May 2025

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.




Alasdair Weaks (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
Office: Croydon - TC SWP
3rd Floor, Suffolk House
George Street
Croydon
CR0 0YN

29th May 2025

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 (568,113 ) (1,509,013 )

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 34,968,795 28,573,687
34,968,795 28,573,687

CURRENT ASSETS
Debtors 12 18,646 862,619
Cash at bank 1,706,767 17,622
1,725,413 880,241
CREDITORS
Amounts falling due within one year 13 4,274,706 10,830
NET CURRENT (LIABILITIES)/ASSETS (2,549,293 ) 869,411
TOTAL ASSETS LESS CURRENT LIABILITIES 32,419,502 29,443,098

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 2,746,363 981,653
SHAREHOLDERS' FUNDS 32,419,502 29,443,098

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 29th May 2025 and were signed on its behalf by:





J P Matthewman - Director


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 18,634 - 28,442,811 - 28,461,445
Total comprehensive income - 981,653 - - 981,653
Balance at 31st December 2023 18,634 981,653 28,442,811 - 29,443,098

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 - 1,764,710 - 1,127 1,765,837
Balance at 31st December 2024 18,470 2,746,363 29,653,542 1,127 32,419,502

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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.

Development costs are being amortised evenly over their estimated useful life of nil years.

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
27 18

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 28,573,687
Additions 6,395,108
At 31st December 2024 34,968,795
NET BOOK VALUE
At 31st December 2024 34,968,795
At 31st December 2023 28,573,687


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 6,000 4,800
Amounts owed by group undertakings - - 5,298 853,528
Other debtors 24,741 27,278 185 1,125
Directors' current accounts - 648 - -
VAT - - - 3,166
Prepayments and accrued income 43,329 26,608 7,163 -
1,092,745 590,813 18,646 862,619

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 8,192 4
Amounts owed to group undertakings - - 825,667 -
Tax 448,677 124,216 - -
Social security and other taxes 80,935 54,456 10,328 2,816
VAT 178,843 48,236 13,128 -
Other creditors 3,455,717 42,055 3,403,444 330
Accruals and deferred income 234,119 112,340 13,947 7,680
4,941,898 857,337 4,274,706 10,830

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 981,653 28,442,811 - 29,424,464
Profit for the year 1,993,426 1,993,426
Purchase of own shares (228,716 ) - 1,127 (227,589 )
Share for share exchange - 1,210,731 - 1,210,731
At 31st December 2024 2,746,363 29,653,542 1,127 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.