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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 2025

for

SUPERGROUP PERFORMANCE LTD

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)






Contents of the Consolidated Financial Statements
for the year ended 31st December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Statement of Comprehensive Income 8

Consolidated Statement of Financial Position 9

Company Statement of Financial Position 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Statement of Cash Flows 13

Notes to the Consolidated Statement of Cash Flows 14

Notes to the Consolidated Financial Statements 15


SUPERGROUP PERFORMANCE LTD

Company Information
for the year ended 31st December 2025







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
3rd Floor, Suffolk House
George Street
Croydon
CR0 0YN

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Group Strategic Report
for the year ended 31st December 2025

The directors present their strategic report of the company and the group for the year ended 31st December 2025.

REVIEW OF BUSINESS
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, Supergroup acquired Over50Choices Ltd, while EmailClub Ltd acquired the trade and assets of Blue Mountain Agency LLP.

Supergroup now fully own Underground Ecom Ltd, Version Two Media Ltd, Conversionwise Limited, EmailClub Ltd and Over50Choices Ltd.

Consolidated shareholders' funds at the period end stood at £27.1m (2024 - £27.4m).

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:





S G S Sutton - Director


16th September 2026

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Report of the Directors
for the year ended 31st December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2025.

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 2025.

FUTURE DEVELOPMENTS
The directors will continue to build on business performance.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

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

Other changes in directors holding office are as follows:

S G S Sutton - appointed 13th January 2025

CHARITABLE DONATIONS AND EXPENDITURE
In the year the group made £3,640 of charitable donations.

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.

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Report of the Directors
for the year ended 31st December 2025


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.

AUDITORS
The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





S G S Sutton - Director


16th September 2026

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 2025 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 2025 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

Report of the Independent Auditors to the Members of
Supergroup Performance Ltd


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.

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.

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 the group 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.

Report of the Independent Auditors to the Members of
Supergroup Performance Ltd


- 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 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.

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
3rd Floor, Suffolk House
George Street
Croydon
CR0 0YN

23rd September 2026

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Consolidated
Statement of Comprehensive
Income
for the year ended 31st December 2025

31.12.25 31.12.24
Notes £    £   

TURNOVER 26,024,712 17,905,815

Cost of sales (16,692,436 ) (10,899,741 )
GROSS PROFIT 9,332,276 7,006,074

Administrative expenses (8,585,097 ) (6,788,468 )
747,179 217,606

Other operating income 153,124 94,275
OPERATING PROFIT 5 900,303 311,881

Interest receivable and similar income 18,320 12,701
918,623 324,582

Interest payable and similar expenses 6 - (13 )
PROFIT BEFORE TAXATION 918,623 324,569

Tax on profit 7 (1,202,900 ) (892,682 )
LOSS FOR THE FINANCIAL YEAR (284,277 ) (568,113 )

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

(284,277

)

(795,702

)

Loss attributable to:
Owners of the parent (284,277 ) (568,113 )

Total comprehensive income attributable to:
Owners of the parent (284,277 ) (795,702 )

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Consolidated Statement of Financial Position
31st December 2025

31.12.25 31.12.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 29,787,844 27,454,503
Tangible assets 10 30,627 14,581
Investments 11 - -
29,818,471 27,469,084

CURRENT ASSETS
Debtors 12 1,907,913 1,092,745
Cash at bank 3,724,871 3,747,366
5,632,784 4,840,111
CREDITORS
Amounts falling due within one year 13 5,710,422 4,941,898
NET CURRENT LIABILITIES (77,638 ) (101,787 )
TOTAL ASSETS LESS CURRENT LIABILITIES 29,740,833 27,367,297

CREDITORS
Amounts falling due after more than one
year

14

2,657,813

-
NET ASSETS 27,083,020 27,367,297

CAPITAL AND RESERVES
Called up share capital 17 18,470 18,470
Share premium 18 29,653,542 29,653,542
Capital redemption reserve 18 1,127 1,127
Retained earnings 18 (2,590,119 ) (2,305,842 )
SHAREHOLDERS' FUNDS 27,083,020 27,367,297

The financial statements were approved by the Board of Directors and authorised for issue on 16th September 2026 and were signed on its behalf by:





S G S Sutton - Director


SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Company Statement of Financial Position
31st December 2025

31.12.25 31.12.24
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 1,941 -
Investments 11 34,959,728 34,968,795
34,961,669 34,968,795

CURRENT ASSETS
Debtors 12 1,563,231 18,646
Cash at bank 2,051,503 1,706,767
3,614,734 1,725,413
CREDITORS
Amounts falling due within one year 13 3,791,882 4,274,706
NET CURRENT LIABILITIES (177,148 ) (2,549,293 )
TOTAL ASSETS LESS CURRENT LIABILITIES 34,784,521 32,419,502

CAPITAL AND RESERVES
Called up share capital 17 18,470 18,470
Share premium 18 29,653,542 29,653,542
Capital redemption reserve 18 1,127 1,127
Retained earnings 18 5,111,382 2,746,363
SHAREHOLDERS' FUNDS 34,784,521 32,419,502

Company's profit for the financial year 2,365,019 1,993,426

The financial statements were approved by the Board of Directors and authorised for issue on 16th September 2026 and were signed on its behalf by:





S G S Sutton - Director


SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Consolidated Statement of Changes in Equity
for the year ended 31st December 2025

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1st January 2024 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

Changes in equity
Total comprehensive income - (284,277 ) - - (284,277 )
Balance at 31st December 2025 18,470 (2,590,119 ) 29,653,542 1,127 27,083,020

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Company Statement of Changes in Equity
for the year ended 31st December 2025

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1st January 2024 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

Changes in equity
Total comprehensive income - 2,365,019 - - 2,365,019
Balance at 31st December 2025 18,470 5,111,382 29,653,542 1,127 34,784,521

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Consolidated Statement of Cash Flows
for the year ended 31st December 2025

31.12.25 31.12.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 7,283,553 6,514,895
Interest paid - (13 )
Tax paid (1,091,731 ) (794,607 )
Net cash from operating activities 6,191,822 5,720,275

Cash flows from investing activities
Purchase of intangible fixed assets (6,226,090 ) (7,595 )
Purchase of tangible fixed assets (28,023 ) (7,509 )
Sale of intangible fixed assets 554,761 -
Sale of tangible fixed assets 964 -
Acquisition of subsidiary undertakings (534,230 ) (4,089,805 )
Interest received 18,320 12,701
Net cash from investing activities (6,214,298 ) (4,092,208 )

Cash flows from financing activities
Amount introduced by directors - 648
Amount withdrawn by directors (19 ) -
Share buyback - (228,716 )
Net cash from financing activities (19 ) (228,068 )

(Decrease)/increase in cash and cash equivalents (22,495 ) 1,399,999
Cash and cash equivalents at beginning of
year

2

3,747,366

2,347,367

Cash and cash equivalents at end of year 2 3,724,871 3,747,366

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Statement of Cash Flows
for the year ended 31st December 2025

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25 31.12.24
£    £   
Profit before taxation 918,623 324,569
Depreciation charges 11,013 6,341
Profit on disposal of fixed assets (32,361 ) -
Amortisation charge 3,874,983 3,093,645
Finance costs - 13
Finance income (18,320 ) (12,701 )
4,753,938 3,411,867
Increase in trade and other debtors (784,745 ) (493,585 )
Increase in trade and other creditors 3,314,360 3,596,613
Cash generated from operations 7,283,553 6,514,895

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 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 3,724,871 3,747,366
Year ended 31st December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 3,747,366 2,347,367


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 3,747,366 (22,495 ) 3,724,871
3,747,366 (22,495 ) 3,724,871
Total 3,747,366 (22,495 ) 3,724,871

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Financial Statements
for the year ended 31st December 2025

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, 2024 and 2025, 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 2025

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 2025

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 2025

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
31.12.25 31.12.24
£    £   
Wages and salaries 2,423,850 1,889,653
Social security costs 292,379 212,385
Other pension costs 43,162 32,871
2,759,391 2,134,909

The average number of employees during the year was as follows:
31.12.25 31.12.24

Management 8 7
Finance 1 2
Sales 23 18
32 27

31.12.25 31.12.24
£    £   
Directors' remuneration 1,049,797 719,208
Directors' pension contributions to money purchase schemes 14,588 11,564

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2025

4. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director is as follows:
31.12.25 31.12.24
£    £   
Emoluments etc 211,908 185,643

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.25 31.12.24
£    £   
Other operating leases 80,728 65,127
Depreciation - owned assets 11,013 14,087
Profit on disposal of fixed assets (32,361 ) -
Goodwill amortisation 3,874,983 3,093,645
Auditor remuneration 31,750 19,850
Auditor remuneration for non audit work 4,550 3,200
Foreign exchange differences 40,907 17,917

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.25 31.12.24
£    £   
Bank interest - 13

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.25 31.12.24
£    £   
Current tax:
UK corporation tax 1,202,900 892,682
Tax on profit 1,202,900 892,682

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31st December 2025.

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.


SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2025

9. INTANGIBLE FIXED ASSETS

Group
Development
Goodwill costs Totals
£    £    £   
COST
At 1st January 2025 33,302,972 7,509 33,310,481
Additions 6,730,724 - 6,730,724
Disposals (554,761 ) - (554,761 )
At 31st December 2025 39,478,935 7,509 39,486,444
AMORTISATION
At 1st January 2025 5,855,978 - 5,855,978
Amortisation for year 3,874,983 - 3,874,983
Eliminated on disposal (32,361 ) - (32,361 )
At 31st December 2025 9,698,600 - 9,698,600
NET BOOK VALUE
At 31st December 2025 29,780,335 7,509 29,787,844
At 31st December 2024 27,446,994 7,509 27,454,503

10. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1st January 2025 15,648 23,171 38,819
Additions 3,677 24,346 28,023
Disposals (894 ) (72 ) (966 )
At 31st December 2025 18,431 47,445 65,876
DEPRECIATION
At 1st January 2025 12,046 12,192 24,238
Charge for year 1,725 9,288 11,013
Eliminated on disposal - (2 ) (2 )
At 31st December 2025 13,771 21,478 35,249
NET BOOK VALUE
At 31st December 2025 4,660 25,967 30,627
At 31st December 2024 3,602 10,979 14,581

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2025

10. TANGIBLE FIXED ASSETS - continued

Company
Computer
equipment
£   
COST
Additions 2,687
At 31st December 2025 2,687
DEPRECIATION
Charge for year 746
At 31st December 2025 746
NET BOOK VALUE
At 31st December 2025 1,941

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st January 2025 34,968,795
Additions 545,694
Impairments (554,761 )
At 31st December 2025 34,959,728
NET BOOK VALUE
At 31st December 2025 34,959,728
At 31st December 2024 34,968,795


SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2025

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
EmailClub Ltd England and
Wales
Ordinary 100% Marketing Services
Over50Choices Ltd 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
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Trade debtors 1,685,014 1,024,675 - 6,000
Amounts owed by group undertakings - - 1,517,025 5,298
Other debtors 27,807 24,741 - 185
Directors' current accounts 19 - - -
Prepayments and accrued income 195,073 43,329 46,206 7,163
1,907,913 1,092,745 1,563,231 18,646

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£    £    £    £   
Trade creditors 776,474 543,607 10,173 8,192
Amounts owed to group undertakings - - 2,317,269 825,667
Tax 559,846 448,677 4,977 -
Social security and other taxes 105,383 80,935 13,175 10,328
VAT 380,810 178,843 27,955 13,128
Other creditors 3,491,852 3,455,717 1,383,008 3,403,444
Accruals and deferred income 396,057 234,119 35,325 13,947
5,710,422 4,941,898 3,791,882 4,274,706

SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2025

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
31.12.25 31.12.24
£    £   
Other creditors 2,657,813 -

15. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
31.12.25 31.12.24
£    £   
Within one year 58,700 43,879
Between one and five years 88,050 -
146,750 43,879

16. FINANCIAL INSTRUMENTS


Group Company
31.12.25 31.12.24 31.12.25 31.12.24
£ £ £ £
Financial assets
Financial assets measured at
fair value through profit or
loss


3,724,871 3,747,366

2,051,503 1,706,767
Financial assets that are debt
instruments measured at
amortised cost


1,746,977 1,049,416

1,517,025 11,483
5,471,848 4,796,782 3,568,528 1,718,250

Financial liabilities
Financial liabilities measured
at amortised cost


7,062,679


4,081,343


3,745,775


4,251,250

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 2025

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

31.12.25 31.12.24
Number Class Nominal value £ £
1,828,466 A Ordinary 0.01 18,285 18,285
18,520 B Ordinary 0.01 185 185
18,470 18,470

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.

18. RESERVES

Group
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1st January 2025 (2,305,842 ) 29,653,542 1,127 27,348,827
Deficit for the year (284,277 ) (284,277 )
At 31st December 2025 (2,590,119 ) 29,653,542 1,127 27,064,550

Company
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1st January 2025 2,746,363 29,653,542 1,127 32,401,032
Profit for the year 2,365,019 2,365,019
At 31st December 2025 5,111,382 29,653,542 1,127 34,766,051


SUPERGROUP PERFORMANCE LTD (REGISTERED NUMBER: 14518776)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2025

19. 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.

In the prior year the company received £30,000 from Blue14 Ltd, a company under common control, in relation to finance executive costs.

In the year the group paid administrative costs of £65,364 (2024 - £78,831) to Blue14 Ltd, a company under common control. An amount of £7,633 (2024 - £9,383) remained outstanding to Blue14 Ltd at the year end.

The group received amounts of £156 (2024 - £1,448) in relation to recharges from Blue14 (D2C) Ltd, a company under common control. An amount of £187 (2024 - £94) remained outstanding at the year end.

An amount of £72,071 (2024 - £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.

20. POST BALANCE SHEET EVENTS

After the year end, the group was the victim of a sophisticated external fraud involving the unauthorised diversion of funds. The incident was identified during the subsequent period and is currently under investigation.

The group has reported the matter to the relevant authorities and implemented additional controls to reduce the risk of a similar occurrence. As of the date of approval of these financial statements, efforts are ongoing to recover the funds. Although the directors expect to receive at least a significant proportion back via insurance and proceedings with providers, the net impact cannot at this stage be reliably estimated. The directors have considered the impact of the fraud on going concern and do not see it as having a material impact to their assessment.

As the fraud occurred after the reporting date and does not relate to conditions existing at that date, no adjustments have been made to these financial statements. However, the directors consider the matter sufficiently significant to disclose.

21. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

22. ACQUISITIONS AND DISPOSALS

On the 30 May 2025 the group acquired 100% in the share capital of Over50Choices Ltd for £545,694. This has been accounted for using the acquisition method.

The net assets at the date of acquisition were £41,060. Goodwill of £504,634 has therefore been generated upon acquisition of this subsidiary and is being amortised over 10 years.

In the year the group purchased the trade and assets of a UK company, for £6,231,975.