REG - Supreme PLC - Final Results
Tue 07:00
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RNS Number : 0895P Supreme PLC 01 July 2025
1 July 2025
Supreme plc
("Supreme," the "Company" or the "Group")
Audited Financial Statements for the year ended 31 March 2025
· Robust trading across FY25, underpinned by earnings-enhancing
acquisitions
· Record level of Adjusted EBITDA(1), up 6% to £40.5 million
· Diversification ambitions accelerated by the acquisitions of Typhoo
Tea and Clearly Drinks
· Delivered major enhancements to in-house manufacturing capacity and
capabilities
Supreme (AIM:SUP), a leading brand owner, manufacturer, and supplier of
fast-moving consumer goods, announces its audited results for the year ended
31 March 2025 ("FY25" of "the Period").
Financial Highlights
FY 25 FY 24 %
£m
£m
change
Revenue 231.1 221.2 +4%
Gross profit 73.7 63.5 +16%
Gross profit % 32% 29% +10%
Adjusted EBITDA(1) 40.5 38.1 +6%
Adjusted items 0.7 (0.6)
Profit before tax 30.9 30.1 +3%
Adjusted profit before tax(2) 30.2 30.7 -2%
EPS 20.1p 19.1p +5%
Adjusted EPS(3) 21.6p 20.9p +3%
Operating cash flow 25.1 27.1 -7%
Net assets 76.5 58.0 +32%
Adjusted net cash(4) 1.2 11.6 -90%
Net debt 12.3 3.1 -297%
· Strong Adjusted EBITDA(1) growth of 6% with record levels of
£40.5 million achieved (FY24: £38.1 million).
· Revenue growth of 4% to £231.1 million, thanks to acquisitions
plus strong sales traction across the product mix with our vaping products
(both owned and branded, now reported under a unified category) continuing to
perform well.
· Drinks & Wellness doubled to £48.8 million (FY24: £23.9
million) boosted by the acquisitions of Clearly Drinks and Typhoo Tea.
· Gross profit % of 32% (FY24: 29%), growth of 10%, as a result of
increased manufacturing across the Group with the addition of Clearly Drinks
as well as efficiencies across the business.
· Positive Adjusted net cash position at year end after investing
£25.6 million in strategic acquisitions.
Operational Highlights
· Strategic M&A activity supported the Group's diversification
ambitions, adding approximately £40 million of profitable, annualised
non-vape revenue to the Group.
· Delivered major enhancements to in-house manufacturing capacity
and capabilities, supporting future growth across multiple product categories.
· Successfully relocated to a new, purpose-built head office and
operational hub in Trafford Park, Manchester, reflecting the scale and
ambition of the business.
· Renewed £40 million borrowing facility to continue to underpin
ongoing investment in strategic acquisitions and innovation-led growth
initiatives.
Dividend
· A final dividend, subject to shareholder approval at the Annual
General Meeting on 18 September 2025, of 3.4 pence per share.
· The Group paid an interim dividend of 1.8 pence per share, which
together with the final dividend would take total dividends for the year to
5.2 pence per share, an 10% increase on the prior year dividend.
Outlook / Current Trading
· Supreme has made a positive start to FY26 and expects to deliver
another profitable and highly cash-generative year, trading in line with
current market expectations(5).
· Alongside an ongoing focus on accelerating organic growth, strategic
cross-selling, and new product R&D, the Group remains committed to
exploring complementary acquisitions to further exploit Supreme's premier
distribution footprint.
· Supreme is ideally positioned to accelerate new business exploration
activities, deliver continued organic growth, and target further profit margin
improvements, all while ensuring the Group continues to offer consumers great
quality products at affordable prices - pivotal in the current economic
climate.
Sandy Chadha, Chief Executive Officer of Supreme, commented:
"I am pleased to report another strong performance from Supreme, which has
seen the business extend its sector reach through a number of highly
complementary acquisitions.
Across the year, the team has been focused on enhancing our in-house
manufacturing capabilities alongside further consolidating our distribution
footprint, punctuated by our new Manchester HQ, The Ark, being fully
operational.
With our more recent acquisitions of Clearly Drinks and Typhoo Tea now fully
integrated into the business, our team is now fully focused on leveraging both
cross and up-sell opportunities alongside developing an exciting range of new
products to deliver to market.
As a business, we remain firmly committed to further expanding our product
set, ensuring our customers have access to a diverse range of competitively
priced products, and I look forward to updating all our stakeholders later in
the year on our continued progress."
Retail Investor Presentation
A presentation for retail investors covering the results for the year ended 31
March 2025 will be held at 2.30 p.m. on Tuesday, 1 July 2025.
The online presentation is open to all existing and potential shareholders and
registration is free. Questions can be submitted during the presentation and
will be addressed at the end.
To register for the event, please go to:
https://www.equitydevelopment.co.uk/news-and-events/supreme-fy-results-investor-presentation-1july2025
(https://www.equitydevelopment.co.uk/news-and-events/supreme-fy-results-investor-presentation-1july2025)
(1.) Adjusted EBITDA means operating profit before depreciation, amortisation
and Adjusted items (as defined in Note 7 of the financial statements).
Adjusted items include share-based payments charge, fair value movements on
non-hedge accounted derivatives and non-recurring items.
(2.) Adjusted Profit before tax means profit before tax and Adjusted items (as
defined in Note 7 of the financial statements) Adjusted items include
share-based payments charge, fair value movements on non-hedge accounted
derivatives and non-recurring items.
(3.) Adjusted EPS means Earnings per share, where Earnings are defined as
profit after tax but before amortisation of acquired intangibles and Adjusted
items (as defined in Note 7 of the financial statements). Adjusted items
include share-based payments, fair value movements on non-hedge accounted
derivatives and non-recurring items.
(4.) Adjusted net cash means net debt as defined in Note 20 to these financial
statements excluding the impact of IFRS16.
(5.) Analysts' consensus immediately before this announcement for the year
ending 31 March 2026 was revenue of £236 million and Adjusted EBITDA(1) of
£36.5 million.
Enquiries:
Supreme plc via Vigo Consulting
Sandy Chadha, Chief Executive Officer
Suzanne Smith, Chief Finance Officer
Shore Capital (Nominated Adviser and Joint Broker) +44 (0)20 7408 4090
Mark Percy / David Coaten / George Payne - Corporate Advisory
Ben Canning - Corporate Broking
Zeus (Joint Broker) +44 (0)161 831 1512
Jordan Warburton / Alex Campbell-Harris - Investment Banking
Benjamin Robertson - Corporate Broking
Vigo Consulting (Financial Public Relations) +44 (0)20 7390 0230
Jeremy Garcia / Kendall Hill
supreme@vigoconsulting.com (mailto:supreme@vigoconsulting.com)
About Supreme
Supreme supplies products across three operating divisions: Vaping (previously
known as 'Vaping' and 'Branded Distribution'), Drinks & Wellness ('Sports
Nutrition & Wellness' combined with Typhoo Tea and Clearly Drinks), and
Electricals (previously 'Batteries' and 'Lighting'). The Company's
capabilities span from product development and manufacturing through to its
extensive retail distribution network and direct to consumer capabilities.
This vertically integrated platform provides an excellent route to market for
well-known brands and products.
The Group has over 3,000 active business accounts with retail customers who
manage over 10,000 branded retail outlets. Customers include B&M, Home
Bargains, Poundland, Tesco, Sainsburys, Morrisons, Amazon, The Range,
Costcutter, Asda, Halfords, Iceland, Waitrose, Aldi and HM Prison &
Probation Service.
In addition to distributing globally-recognised brands such as Duracell,
Energizer and Panasonic, and supplying lighting products exclusively under the
Energizer, Eveready, Black & Decker and JCB licences across 45 countries,
Supreme has also built a strong portfolio of in-house brands, most notably
88Vape. The Company has a growing footprint in Sports Nutrition & Wellness
via its principal Sci-MX brand, and has recently expanded into the soft drinks
and hot beverages markets with the acquisitions of Typhoo Tea and Clearly
Drinks, adding well-known and established brands to its portfolio.
https://investors.supreme.co.uk/
(https://url.avanan.click/v2/___https:/investors.supreme.co.uk/___.YXAxZTpzaG9yZWNhcDphOm86MGY4MjE2NDg1ZDEzMTkxNDcxYTg0ZDM2YmVjYTllYTc6NjoyNDc2OjI0M2E5MTg0ZDVmZWNiMGJlZmJiMDkwZjE1ZTgzYjg3N2MzZTI4M2I1MjAyM2MzNGIyMTI4Y2QwMjZiYjk5MWI6cDpU)
Chairman's Statement
I am pleased to report that Supreme traded strongly across FY25, achieving
solid topline growth while effectively managing our cost base to ensure that
we are well positioned to meet our long-term targets. Through strategic
beverage business acquisitions, we entered new markets which have provided
diversified revenue streams and new touchpoints for our ever-growing retail
network. Concurrently, we prudently navigated well-publicised regulatory
changes to the UK's vaping landscape to deliver a solid performance in that
segment.
Our three newly consolidated categories - Electricals (formerly the separate
categories Batteries and Lighting), Vaping (largely consisting of the previous
Vaping and Branded Distribution categories), and Drinks & Wellness
(formerly Sports Nutrition & Wellness plus the addition of soft drinks via
the acquisition of Clearly Drinks Limited and the newly-acquired Typhoo Tea
business) - have performed well and are profitable and resilient.
Supreme delivered a record financial performance in FY25 and ended the Period
in a positive Adjusted net cash adjusted position after investing £25.6
million in strategic acquisitions. The Group delivered revenue growth of 4% to
£231.1 million (FY24: £221.2 million), and Adjusted EBITDA of £40.5 million
(FY24: £38.1 million), representing an increase of 6%.
FY25 was another solid year for Supreme's Vaping division. Whilst revenue for
the consolidated category, which now includes ElfBar and Lost Mary product
distribution, reduced by £11.4 million, this was due to the inevitable
reduction in UK disposable vape sales of £16.6 million as retailers began
preparing for the disposable vapes ban which officially came into effect on 1
June 2025. The remainder of the category revenue grew by £5.3 million (growth
of 8%) and achieved gross margin gains as a result of manufacturing
efficiencies and scale benefits. Our Drinks & Wellness category doubled
revenue to £48.8 million (FY24: £23.9 million). The Sports Nutrition &
Wellness products within this category grew by £1 million thanks to the
excellent performance of existing brands (principally Sci-MX), whilst the
remainder of the growth arose from the acquisitions of Clearly Drinks in June
2024 and Typhoo Tea in November 2024. The increased synergies that these
transactions have generated have enabled us to accelerate new product
development and explore opportunities to cross-sell and upsell innovative and
in-demand products to existing and potential customers. As we commenced
operations in the Soft Drinks market earlier this year, we decided to
consolidate this category and our long-standing Sports Nutrition &
Wellness segment to streamline our increasingly diversified product offering.
Our newly consolidated Electricals category experienced a 6% reduction in
revenue, reflecting an overall market decline. Our work across the Lighting
and Batteries markets continues to be a low-maintenance, cash-generative
source of income for the business and an important touchpoint with our retail
customers.
FY25 was a year of uncertainty for many UK and global businesses. During the
period, we successfully navigated inflationary pressures, regulatory
developments, and broader concerns around global trade to achieve stable
growth, and, most importantly, upheld our commitment to providing consumers
with easy access to high-quality, low-price products.
Regarding our broader exposure to the UK vaping market, Supreme remains
supportive of the UK Government's policy. We were appropriately prepared for
the ban on disposable vapes that was implemented on 1 June 2025, and we have
managed the transition to pods and other vaping alternatives responsibly,
having retained all major customers. As a leading player in the UK's vaping
industry, we continue to provide our counsel to the Government, having advised
on legislation around taxation on vaping.
Supreme holds a strong stance against underage vaping, as demonstrated by our
proactive measures such as redesigning packaging and renaming our own-brand
flavours to ensure our products do not attract individuals younger than 18
years old. Vaping is an effective and affordable smoking cessation tool and we
firmly believe that adults looking to quit smoking should be supported in the
most cost-effective and low-risk way.
As part of our wider diversification strategy, we are delighted to now be an
active player in the soft drinks sector following the immediately
earnings-enhancing acquisition of Clearly Drinks Ltd for £15.6 million in
June 2024 (net of cash acquired). Clearly Drinks has been seamlessly
integrated into the Group and has provided us with access to a 150,000 sq.
ft., fully-automated drinks manufacturing facility, as well as the opportunity
for further product development beyond Clearly Drinks' existing brands. Our
augmented manufacturing capabilities, combined with our ongoing new product
development work and sticky customer relationships, have the potential to
significantly benefit the Group.
In November 2024, we acquired the iconic British brand Typhoo Tea for £10.2
million (which included stock with a fair value of £6.7 million). By
combining Typhoo Tea's rich product portfolio with Supreme's Soft Drinks and
Sports Nutrition & Wellness categories, we have unlocked new avenues for
sales, marketing and product innovation. This acquisition also instantly
extended Supreme's UK retail reach, welcoming high-street names such as
Holland & Barrett into our fold and positioning us well for future growth.
Supreme's strong cash flows put us in a strong position to capitalise on
further M&A opportunities to maintain a diverse and competitive offering
of high-value, low-cost products. Our team are experts in recognising
comparable, well-priced, immediately earnings-enhancing brands and integrating
them into the Supreme portfolio with a keen focus on our core business
offering.
During the year, and in line with the Quoted Companies Alliance (QCA)
Corporate Governance Code (which emphasises regular board performance
reviews), we undertook a full Board evaluation - conducted by an external
party - to assess and enhance our governance practices. This included
interviews, observations and assessments of board and committee operations,
and detailed questionnaires completed by each director and the senior
management team and advisors. Ultimately, there were no major concerns or
immediate changes arising as a result of the review yet it provided assurance
as to the appropriateness of our practices and policies.
We also moved our headquarters 'The Ark' to our new state-of the-art facility
during the period, the final phase of our relocation plan. Ark epitomises
Supreme's growth as a business, as well as our continued commitment to
providing the best possible working environment for our team.
The Board remains pleased with the Group's performance, and on its behalf, I
would like to thank all our employees for their continued expertise, energy,
and commitment which continues to support our growth. Our management team has
driven Supreme to produce strong results, and we are confident that they can
lead the Group to achieve its future growth ambitions.
Paul McDonald
Non-executive Chair
30 June 2025
Chief Executive Officer's Review
Introduction
Supreme delivered another strong performance across the year ended 31 March
2025, supported by a number of highly strategic acquisitions which have
accelerated our ongoing diversification ambitions. Pleasingly, our diverse
product portfolio continues to resonate with consumers and retailers alike,
including our new drinks brands such as the iconic Typhoo Tea.
The Group delivered solid revenue growth of 4% to £231.1 million (FY24:
£221.2 million), alongside a 16% increase in gross profit to £73.7 million
(FY24: £63.5 million). Adjusted EBITDA(1) also increased to record levels of
£40.5 million (FY24: £38.1 million), which represented a 6% improvement on
the prior year. The Group generated operating cash of £25.1 million (FY24:
£27.1 million), further demonstrating the highly cash-generative nature of
our core operations. Adjusted net cash(4) on 31 March 2025 was £1.2 million
and the Group proposes to pay a final dividend of 3.4 pence per share,
resulting in 5.2 pence per share in total for the year (FY24: 4.7 pence per
share in total).
The Group has again seen strong sales traction across our product mix, with
our vaping products, both owned and branded (now reported under a unified
Vaping category), continuing to perform well even after the highly publicised
UK disposable vapes ban which came into effect on 1 June 2025. In addition,
our newly created Drinks & Wellness category delivered a strong
performance, buoyed by the acquisitions of Clearly Drinks and the historic UK
tea brand, Typhoo Tea. These highly complementary brands have been seamlessly
integrated into the Group, creating a number of cross-selling opportunities
within our existing customer base alongside expertise and inspiration for
ongoing new product development initiatives.
FY25 has been another significant period of strategic, operational and
financial progress for Supreme, and I strongly believe that we remain firmly
on track to deliver sustainable growth momentum in FY26 and beyond.
Operational Review
I am delighted with the strong operational performance of the Group, which
further demonstrates that our vertically integrated platform provides the best
route to market for both Supreme and our customers. Supreme's successful track
record of developing and distributing our own products, alongside providing a
truly unique distribution platform for reputable third parties, has
underpinned our robust financial growth.
Management will therefore continue to focus on the following strategic growth
drivers:
· Continue to explore and execute on complementary earnings-enhancing
acquisitions;
· Further leverage cross-selling opportunities to expand our customer
footprint and average revenue per customer;
· Continue to explore and develop new product verticals that complement
Supreme's customer base, focused on a high quality and good value consumer
proposition;
· Leverage our new manufacturing and distribution footprint to create
ongoing economies of scale and explore bringing the manufacture of even more
products in-house; and
· Enhance online distribution and services to further grow our B2B and
D2C sales channels.
Vaping
The Group's vaping activities, which include own brand sales alongside our
branded Lost Mary and ElfBar vape products, remained stable with sales for the
Period of £129.0 million (FY24: £140.3 million). The Group reported revenue
of UK disposable vapes of £54.1 million (FY24: £70.7 million). This
performance was anticipated and in line with our expectations as the business
prepared itself and its retail customers for the recently implemented UK ban
on disposable vapes. The quality of the Group's earnings has not been
compromised, as evidenced by the strong gross margins year-on-year and the
disciplined stock management strategy, meaning that the Group does not require
any extensive stock provisions this year end to protect the business from any
profit exposure in FY26. This market transition has been carefully and
prudently managed with respect to cashflow and stock holding, with Supreme
continuing to support the transition to pods and other disposable vape
alternatives with all our major customers.
Non-disposable vape activity continues to be strong, with the business
delivering revenue growth of £5.3 million (8%) and gross margin expansion in
our core vaping business. During FY25, the business focused internally on
enhancing manufacturing processes, ongoing automation and sourcing
consolidation, which, when combined with the impact of inflationary product
price increases introduced in Q4 FY25, enabled the Group to produce record
gross profits levels.
As a responsible manufacturer and key long-standing player within the vaping
industry, during FY25 we acted as a sounding board and a knowledge base for
the UK Government while it designed its legislation around new taxes on
vaping, currently ear-marked for October 2026, and hosted several visits and
consultations at our facility. We view the forthcoming levy on vaping as an
opportunity to reframe the commercial positioning of our vaping products. As a
well-invested, cash-generative business, Supreme is well placed to navigate
the resulting changes in manufacturing and working capital with confidence and
resilience. In contrast, other businesses within the industry may lack the
financial strength to adapt, potentially creating attractive M&A
opportunities for Supreme which we will monitor attentively.
We continue to work with our key vaping customers and partners to ensure a
smooth transition as any new legislative measures are absorbed by the market.
Vaping remains a credible, sustainable, and highly effective smoking cessation
tool endorsed by global public health officials and is integral to the UK
Government's 'Achieving Smoke-free 2030' initiative.
Drinks & Wellness
Our newly created Drinks & Wellness category has been formed by combining
our existing Sports Nutrition & Wellness category with our newly acquired
soft drinks and hot beverages businesses, Clearly Drinks and Typhoo Tea. Given
the similarities in the nature of the products and innovation pipeline, as
well as the management team overseeing these areas of our business, we are
confident that we can maximise the operational overlap which will strengthen
and accelerate our market reach as we look to grow our footprint in this
expanding market.
With regards to our wellness products, both revenue and gross profit grew 5%
in FY25, driven in part by further gains by our principal Sci-MX brand where
new product development continued to drive growth. The acquisition of Sci-MX
in FY22 is representative of Supreme's effective M&A strategy; identifying
and integrating a well-recognised and high-potential UK consumer brand that
had been neglected and was therefore in decline. In its first year under
Supreme's ownership, the brand was reformulated and re-branded and
manufacturing was brought in-house. The brand was integrated into Supreme's
core platform of resource, including warehouse and account management, and the
business was immediately returned to profitability and wide-scale UK
distribution. In FY25, revenue from Sci-MX totalled £10 million, a brand we
acquired for just £1.4 million.
The acquisition of Clearly Drinks in June 2024, a manufacturer of soft drinks
and bottled-at-source spring water, represented an important strategic
development for Supreme's Drinks & Wellness category as it enabled Supreme
to expand into the wellness drinks market in which protein and vitamin-infused
drinks are gathering sizeable traction with consumers. Clearly Drinks has
allowed us to expand our manufacturing capabilities and know-how, supporting
our growing innovation pipeline and ambitions to roll-out new products that we
are confident will deliver returns in FY26.
By merging Supreme's entrepreneurial drive and expansive customer network with
Clearly Drinks' £20+ million revenue base, generating an almost 40% gross
margin across contract manufacturing and its own soft drink and bottled water
brands, Supreme is now unlocking significant cross-sell opportunities, most
notably securing a listing for the Perfectly Clear brand with one of Supreme's
largest clients. This ongoing collaboration has also created a robust pipeline
of further incremental revenue prospects by combining Clearly Drinks' storied
brand portfolio with Supreme's go-to-market expertise, while simultaneously
delivering immediate cost-savings through the integration of support functions
and overheads. Moreover, Supreme's manufacturing innovations have accelerated
Clearly Drinks' product development and production resilience, positioning our
unified business for sustained growth and enhanced operational efficiency.
In November 2024, Supreme entered the black and herbal tea market through the
high-profile acquisition of the trade and assets of Typhoo Tea out of
administration. Typhoo, which is one of the UK's most iconic brands, had
reported a decline in both sales and profitability over several years as a
result of ineffective rebranding, poorly executed outsourced manufacturing,
and a prohibitive cost base. Supreme's intention is to realign the brand,
pricing, and flavour profile to suit mainstream distribution as well as to
bring manufacturing back inhouse.
As well as the signature Typhoo brand, the acquisition also included the
purchase of several other long-standing UK tea brands including Heath &
Heather, QT, Lift, and London Fruit & Herb. Supreme is confident that it
can profitably distribute and grow these brands with the right support and
strategic influence from our trusted model and experienced team.
By integrating Typhoo's rich product portfolio with Supreme's Soft Drinks and
Sports Nutrition & Wellness categories, the business has now been able to
capitalise on sales, marketing and product innovation opportunities. Our teams
are now focused on expanding product listings across supermarkets,
discounters, wholesalers and online platforms, and we are focused on
developing our own-label or licensed offerings under established brands,
mirroring Supreme's proven track record across the batteries and lighting
markets. Most importantly, the acquisition has broadened our UK retail
footprint, enabling us to develop new relationships with even more established
high-street names, including Holland & Barrett, which will facilitate our
continued growth.
For the year ended 30 September 2024, Typhoo Tea reported unaudited revenue of
approximately £20 million and a loss before tax of approximately £4.6
million. In the four months under Supreme's ownership, the business reported
revenue of £6.1 million and contributed positively - albeit modestly - to the
Group's Adjusted EBITDA position. In these four months, the priority has been
to stabilise the brand and its positioning in the market, determine a
cost-effective and ethical supply chain, and re-establish inhouse
manufacturing.
Looking to the future, we will work on widening the distribution of the
acquired brands via Supreme's own network as well as exploring the out-of-home
market and expanding internationally in territories of high brand recognition.
Electricals
Our batteries and lighting category recorded a modest revenue decline of 6%
from £57.0 million to £53.4 million, reflecting the longer-term market trend
across these categories and the ongoing cost challenges facing consumers.
Despite the much-publicised slowdown in consumer spending, both categories
continue to serve as low-maintenance, cash-generative segments for Supreme,
benefitting from established customer relationships and efficient distribution
networks. We have worked hard to drive increasing rates of return at a gross
profit level for this category by managing the Group's currency exposure and
devising smart, scaled shipping policies.
Outlook
Supreme has made a positive start to FY26 and expects to deliver another
profitable and highly cash-generative year, trading in line with current
market expectations(5).
Alongside an ongoing focus on accelerating organic growth, strategic
cross-selling, and new product R&D, the Group remains committed to
exploring complementary acquisitions to further exploit Supreme's premier
distribution footprint.
The Board is cognisant of further potential changes to the UK vaping market,
especially given the industry's relative nascence, however, it is encouraged
by how the Group successfully navigated the disposable vapes ban and the
effort the team has put into accommodating the transition to pod and
rechargeable devices. We remain excited by the myriad of opportunities our
entry into the drinks market is generating, as well as the continued strong
performance of our key wellness brands and look ahead with anticipation to new
product launches which are central to our market share expansion objectives.
Supreme is in an ideal position to accelerate new business exploration
activities, deliver continued organic growth, and target further profit margin
improvements, all while ensuring we continue to offer consumers great quality
products at affordable prices - pivotal in the current economic climate.
Sandy Chadha
Chief Executive Officer
30 June 2025
(1.) Adjusted EBITDA means operating profit before depreciation, amortisation
and Adjusted items (as defined in Note 7 of the financial statements).
Adjusted items include share-based payments charge, fair value movements on
non-hedge accounted derivatives and non-recurring items.
(2.) Adjusted Profit before tax means profit before tax and Adjusted items (as
defined in Note 7 of the financial statements) Adjusted items include
share-based payments charge, fair value movements on non-hedge accounted
derivatives and non-recurring items.
(3.) Adjusted EPS means Earnings per share, where Earnings are defined as
profit after tax but before amortisation of acquired intangibles and Adjusted
items (as defined in Note 7 of the financial statements). Adjusted items
include share-based payments, fair value movements on non-hedge accounted
derivatives and non-recurring items.
(4.) Adjusted net cash means net debt as defined in Note 20 to these financial
statements excluding the impact of IFRS16.
(5.) Analysts' consensus immediately before this announcement for the year
ending 31 March 2026 was revenue of £236 million and Adjusted EBITDA(1) of
£36.5 million.
Chief Finance Officer's Review
I am pleased to present our financial results for FY25, a year in which the
Group delivered another strong financial performance. Building on the momentum
of previous years, we achieved growth across key financial metrics. Revenue
increased by 4% to £231.1 million (FY24: £221.2 million), and Adjusted
EBITDA¹ grew by 6% to £40.5 million (FY24: £38.1 million). The growth was
largely a result of the strategic M&A undertaken in the year which took
the business into new verticals, diversified the business' product mix,
enhanced the Group's portfolio of owned brands, and increased its breadth of
manufacturing.
The Group maintained a robust financial position, ending the year Adjusted net
cash positive with net assets increasing by £18.5 million to £76.5 million
(FY24: £58.0 million). This ongoing balance sheet strength is particularly
noteworthy given the Group's ongoing investment into both strategic
acquisitions and organic initiatives.
A summary of the key financial results is presented below, followed by further
detail on divisional performance, group profitability and cash flow.
Financial highlights
FY 25 FY 24 %
£m
£m
change
Revenue 231.1 221.2 +4%
Gross profit 73.7 63.5 +16%
Gross profit % 32% 29% +10%
Adjusted EBITDA(1) 40.5 38.1 +6%
Adjusted items 0.7 (0.6)
Profit before tax 30.9 30.1 +3%
Adjusted profit before tax(2) 30.2 30.7 -2%
EPS 20.1p 19.1p +5%
Adjusted EPS(3) 21.6p 20.9p +3%
Operating cash flow 25.1 27.1 -7%
Net assets 76.5 58.0 +32%
Adjusted net cash(4) 1.2 11.6 -90%
Net debt 12.3 3.1 -297%
Revenue
Group revenue for FY25 was £231.1 million, representing an increase of 4%
compared to the prior year (FY24: £221.2 million). £25.0 million of revenue
was generated from the two major acquisitions made during the year whilst
revenue from disposable vapes fell by £16.6 million. In Electricals (formerly
the Batteries and Lighting divisions), revenue fell by £3.7 million whilst
the remainder of the core business grew by £5.2 million (2%). Further details
by division are presented below.
Revenue for Electricals fell by £3.7 million (6%) to £53.4 million (FY24:
£57.0 million), owing to a reduction in retail sales arising evenly across
Batteries and Lighting. Whilst these markets have been in long term decline,
especially batteries, Supreme has always been able to outperform the overall
market trend. It is important to note that the reduction reported by Supreme
in FY25 was modest relative to the overall market decline.
Revenue for Vaping fell £11.4 million overall but removing the impact of the
disposable vape sales, the underlying category grew by £5.3 million (8%). The
reduction in disposable vape revenue arose largely within the 88vape range
where Supreme consciously and intentionally de-emphasised disposables during
the Period, reducing stock holding and tightening SKU discipline to minimise
any inventory risk on 1 June 2025 when these items were prohibited from sale
in the UK. All of this proactive stock management led, predictably, to lower
sales which we see as a short term temporal issue as the market evolves to the
regulation change. Away from disposable vapes, the remainder of the category
performed robustly with strong sales particularly online via the 88vape.com
website.
Revenue from Drinks & Wellness broadly doubled from £23.9 million in FY24
to £48.8 million in FY25. £18.9 million arose in Clearly Drinks, the soft
drinks manufacturer Supreme acquired in Q1 FY25, and £6.1 million arose with
the addition of Typhoo Tea, which was acquired in Q3 FY25. The underlying
Wellness business grew 5% to £18.9 million, largely as a result of the
further gains made by the Sci-MX brand in particular which has experienced new
product development and continued growth.
Gross profit
Gross profit increased to £73.7 million (FY24: £63.5 million), representing
32% of sales (FY24: 29%). All categories reported improved or stable gross
margins as a result of scale, ongoing cost control as well as favourable mix
within categories (increased focus on powders within Wellness, for instance,
and increased volumes in e-liquids within Vaping). Undoubtedly, the blended
gross margin % benefitted from the addition of Clearly Drinks into the Group,
where manufacturing margins are almost 40% and a reduced reliance on
disposable vape revenue where distribution margins are lower.
Adjusted EBITDA¹
Administrative expenses reported within Adjusted EBITDA were £33.3million
(FY24: £25.4 million). The year-on-year increase was mainly driven by:
· The overheads in relation to the businesses acquired during the
Period totalling £5.8 million;
· £0.7 million in respect of additional people costs due to
business-wide living wage and inflationary pay-rises as well as investment in
people to support the depth and quality of our management teams; and
· £0.5 million of incremental expenditure in respect of
advertising.
Adjusted EBITDA¹ increased to £40.5 million (FY24: £38.1 million), growth
of 6%.
Adjusted items
Adjusted items totalled £0.7 million credit (FY24: £0.6 million charge). As
in previous years, these primarily related to fair value movements on forward
contracts and share-based payment charges, which together amounted to £0.6
million (FY24: £0.6 million). In addition, the Group recognised a net credit
of £1.2 million in connection with acquisitions completed during FY25. This
comprised advisory ("transaction") and integration ("acquisition") costs
associated with onboarding the acquired businesses. These costs were offset
by negative goodwill of £4.1 million on the acquisition of Typhoo Tea reduced
by £1.2 million in respect of ransom payments to key Typhoo suppliers.
These costs were deducted from the goodwill recognised to produce a net gain
on bargain purchase reflecting the substantial discount at which Supreme
acquired the assets.
The Board believes that by adjusting these items from profitability, it was
able to understand the underlying performance of the business more clearly and
further information pertaining to these items can be found in Note 7 to these
financial statements.
Finance costs
Finance costs (net of interest income) were £1.6 million in FY25 (FY24: £1.9
million), split between interest arising from borrowings (net of interest on
deposits) in the financial year of £0.7 million, amortised arrangement fees
of £0.1 million and the interest relating to the lease liabilities under
IFRS16 of £0.8 million.
Taxation
The Group incurred a tax charge of £7.4 million (FY24: £7.7 million), giving
rise to an effective tax rate of 24% (FY24: 26%).
Profit after tax and earnings per share
Profit after tax was £23.5 million compared to £22.4 million in FY24, growth
of 5%. As a result, earnings per share increased by 5% to 20.1p (FY24: 19.1p)
and on a fully diluted basis increased from 18.1p to 19.5p. On an adjusted
profit after tax basis, which we consider to be a better measure of
performance, adjusted earnings (as calculated in note 11) were £25.3 million
(FY24: £24.5 million) and adjusted earnings per share(3) was 21.6p (FY24:
20.9p).
Dividends
In line with our dividend policy of distributing c.25% of net profit, the
Group paid an interim dividend of 1.8p per share in January 2025. A final
dividend of 3.4p per share will be proposed at the Annual General Meeting,
scheduled to take place 18 September 2025, taking the total dividend for the
year to 5.2p per share (FY24: 4.7p per share). This will be paid on 23
September 2025 to shareholders on the register at the close of business on 22
August 2025. The ex-dividend date will be 21 August 2025.
Cashflow
FY 25 FY 24
£m £m
Adjusted EBITDA(1) 40.5 38.1
Movement in working capital (6.9) (5.7)
Tax paid (6.8) (5.3)
Cash-impacting Adjusted items (1.7) -
Operating cash flow 25.1 27.1
Debt servicing / raising / repaying 1.7 (5.0)
Lease payments (1.9) (1.2)
Capital expenditure (3.2) (5.4)
M&A (net of cash acquired) (25.6) (6.1)
Proceeds from sale of assets 1.0 0.1
Dividends paid (net of new share issues) (5.5) (4.3)
Share buyback - (1.0)
Net cash flow (8.4) 4.2
Opening cash 11.6 7.5
Closing cash 3.2 11.6
Net cash flow (8.4) 4.2
The Group generated £25.1 million of operating cash in the Period which it
largely reinvested back into the business via the acquisitions of Clearly
Drinks and Typhoo Tea which totalled £25.6 million (net of cash acquired).
Capital expenditure principally related to £1 million to fit out Supreme's
brand new head offices, £1 million investment into the agile "pilot" canning
line at Clearly Drinks that is expected to facilitate smaller scale
opportunities, £0.8 million investment into Supreme's new tea manufacturing
facility that opened in April 2025, and £0.4 million to establish nicotine
pouch manufacturing in the UK.
£1.0 million was generated via the sale of property inherited as part of the
acquisition of Liberty Flights acquisition in 2022.
Movements in working capital, tax payment and dividends payments were all part
of the ordinary course of business at Supreme.
In respect of financing, the Group refinanced all of its borrowing facilities
during the year. The Group replaced its revolving credit facility for an
asset-backed lending facility (the scale of the facilities are comparable and
both the outgoing and replacement facilities are with HSBC, but the
arrangement and non-utilisation fees are both less expensive under the new
facility). At year-end, the balance sheet reported net cash for the Group of
£1.2 million and £38 million of unutilised borrowings.
Net debt
FY 25 FY 24
£m £m
Cash (3.2) (11.6)
Bank borrowings 2.0 0
Adjusted net (cash) / debt(4) (1.2) (11.6)
IFRS16 lease liability 13.4 14.7
Net debt 12.3 3.1
Use of non-GAAP measures
As in previous years, certain non-GAAP metrics are used in this report to
provide clarity and comparability. These are clearly defined in the notes to
the financial statements and reconciled where applicable.
Suzanne Smith
Chief Finance Officer
30 June 2025
(1.) Adjusted EBITDA means operating profit before depreciation, amortisation
and Adjusted items (as defined in Note 7 of the financial statements).
Adjusted items include share-based payments charge, fair value movements on
non-hedge accounted derivatives and non-recurring items.
(2.) Adjusted Profit before tax means profit before tax and Adjusted items (as
defined in Note 7 of the financial statements) Adjusted items include
share-based payments charge, fair value movements on non-hedge accounted
derivatives and non-recurring items.
(3.) Adjusted EPS means Earnings per share, where Earnings are defined as
profit after tax but before amortisation of acquired intangibles and Adjusted
items (as defined in Note 7 of the financial statements). Adjusted items
include share-based payments, fair value movements on non-hedge accounted
derivatives and non-recurring items.
(4.) Adjusted net cash means net debt as defined in Note 20 to these financial
statements excluding the impact of IFRS16.
Consolidated Statement of Comprehensive Income
for the Year Ended 31 March 2025
Year Ended Year Ended
31 March 2025 31 March 2024
Note £'000 £'000
Revenue 4 231,078 221,249
Cost of sales 6 (157,395) (157,716)
Gross Profit 73,683 63,533
Other operating income 95 -
Administration expenses 6 (44,214) (31,515)
Net gain on bargain purchase 7 2,941 -
Operating profit 32,505 32,018
Adjusted EBITDA(1) 40,481 38,116
Depreciation 13 (6,448) (3,772)
Amortisation 12 (2,273) (1,733)
Adjusted items 7 745 (593)
Operating profit 32,505 32,018
Finance income 9 157 147
Finance costs 9 (1,755) (2,045)
Profit before taxation 30,907 30,120
Income tax 10 (7,400) (7,694)
Profit for the year 23,507 22,426
Profit is attributable to:
Owners of Supreme plc 23,459 22,426
Non-controlling interests 48 -
23,507 22,426
Other comprehensive income/ (expenses)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations 11 (1)
Total other comprehensive income/ (expenses) 11 (1)
Total comprehensive income 23,518 22,425
Total comprehensive income is attributable to:
Owners of Supreme plc 23,470 22,425
Non-controlling interests 48 -
23,518 22,425
Earnings per share for profit attributable to the ordinary equity holders of
the company:
Basic earnings per share 11 20.1p 19.1p
Diluted earnings per share 11 19.5p 18.1p
Note 1: Adjusted EBITDA, which is defined as operating profit before
depreciation, amortisation and Adjusted items (as defined in Note 7) is a
non-GAAP metric used by management and is not an IFRS performance measure.
All results derive from continuing operations.
Consolidated Statement of Financial Position
as at 31 March 2025
As at As at
31 March 2025 31 March 2024
Note £'000 £'000
Non-current assets
Assets
Goodwill and other intangibles 12 21,242 13,663
Property, plant and equipment 13 30,800 21,416
Total non-current assets 52,042 35,079
Current assets
Assets held for sale 14 500 -
Inventories 16 36,329 24,434
Trade and other receivables 17 42,199 35,626
Net investment in sublease 21 338 -
Cash and cash equivalents 18 3,182 11,631
Total current assets 82,548 71,691
Total assets 134,590 106,770
Liabilities
Current liabilities
Borrowings 20 3,342 1,268
Trade and other payables 19 33,686 27,303
Forward contract derivative 23.5 131 52
Income tax payable 6,276 5,068
Provisions 22 - 349
Total current liabilities 43,435 34,040
Net current assets 39,113 37,651
Borrowings 20 12,104 13,449
Deferred tax liability 15 2,117 854
Provisions 22 480 452
Total non-current liabilities 14,701 14,755
Total liabilities 58,136 48,795
Net assets 76,454 57,975
Equity
Share capital 24 11,731 11,652
Share premium 7,685 7,435
Merger reserve (22,000) (22,000)
Capital redemption reserve 83 83
Share-based payments reserve 4,326 3,967
Retained earnings 74,477 56,838
Capital and reserves attributable to owners of Supreme plc 76,302 57,975
Non-controlling interests 152 -
Total equity 76,454 57,975
Consolidated Statement of Changes in Equity
for the Year Ended 31 March 2025
Share Capital Share Premium Merger reserve Capital redemption reserve Share-based payments reserve Retained earnings Total equity attributable to shareholders Non-controlling interest Total
equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2023 11,732 7,427 (22,000) - 3,043 39,754 39,956 - 39,956
Profit for the year - - - - - 22,426 22,426 - 22,426
Other comprehensive income - - - - - (1) (1) - (1)
Total comprehensive income for the year - - - - - 22,425 22,425 - 22,425
Transactions with shareholders:
Issue of shares 3 8 - - - - 11 - 11
Share buy back - - - - - (1,000) (1,000) - (1,000)
Cancellation of shares (83) - - 83 - - - - -
Employee share schemes - value of employee services (note 25) - - - - 1,078 - 1,078 - 1,078
Deferred tax on share-based payment charge (note 15) - - - - (154) - (154) - (154)
Dividends (note 24) - - - - - (4,341) (4,341) - (4,341)
(80) 8 - 83 924 (5,341) (4,406) - (4,406)
As at 31 March 2024 11,652 7,435 (22,000) 83 3,967 56,838 57,975 - 57,975
Profit for the year - - - - - 23,459 23,459 48 23,507
Other comprehensive expense - - - - - 11 11 - 11
Total comprehensive income for the year - - - - - 23,470 23,470 48 23,518
Transactions with shareholders:
Non-controlling interests on acquisition of subsidiary - - - - - - - 1 1
Transactions with non-controlling interests - - - - - - - 103 103
Issue of shares 79 250 - - - - 329 - 329
Employee share schemes - value of employee services (note 25) - - - - 437 - 437 - 437
Deferred tax on share-based payment charge (note 15) - - - - (78) - (78) - (78)
Dividends (note 24) - - - - - (5,831) (5,831) - (5,831)
79 250 - - 359 (5,831) (5,143) 104 (5,039)
As at 31 March 2025 11,731 7,685 (22,000) 83 4,326 74,477 76,302 152 76,454
Consolidated Statement of Cash Flows
for the Year Ended 31 March 2025
Year Ended Year Ended
31 March 2025 31 March 2024
Note £'000 £'000
Net cash flow from operating activities
Profit for the year 23,507 22,426
Adjustments for:
Amortisation of intangible assets 12 2,273 1,733
Depreciation of tangible assets 13 5,023 2,087
Depreciation of right of use assets 13 1,425 1,685
Finance income 9 (157) (147)
Finance costs 9 1,700 1,990
Amortisation of capitalised finance costs 9 55 55
Income tax expense 10 7,400 7,694
Negative goodwill on acquisition 29 (4,163) -
Impairment of assets classified as held for sale 14 65 -
(Gain)/loss on disposal of tangible fixed assets (94) 169
Movement on forward foreign exchange contracts 23.5 79 (600)
Share based payments expense 25 498 1,226
Working capital adjustments (net of acquired on business combinations)
Impairment of investments - 7
(Increase)/decrease in inventories (2,042) 1,172
Increase in trade and other receivables (925) (14,727)
(Decrease)/increase in trade and other payables (1,953) 7,725
(Decrease)/increase in provisions (321) 26
Taxation paid (6,848) (5,306)
Invoice discounting fees 9 (430) (147)
Net cash from operations 25,092 27,068
Cash flows used in investing activities
Purchase of intangible fixed assets 12 (57) (115)
Purchase of property, plant and equipment 13 (3,148) (5,322)
Purchase of business combinations net of cash acquired 29 (25,619) (2,470)
Proceeds from sale of property, plant and equipment 1,024 115
Payment of deferred consideration 19 - (2,187)
Payment of contingent consideration 19 - (1,451)
Lease receipts 306 -
Finance income received 9 157 147
Net cash used in investing activities (27,337) (11,283)
Cash flows used in financing activities
Repayments of RCF facility 20 - (9,918)
Drawdowns of RCF facility 20 - 5,500
Repayment of ABL facility 20 (1,277)
Drawdowns of ABL facility 20 3,276 -
Issue of options or share capital 24 329 11
Share buy back 24 - (1,000)
Dividends paid 24 (5,831) (4,341)
Finance costs paid 20 (269) (559)
Facility fees paid (150) (115)
Interest paid on leases 20 (835) (139)
Lease principal payments 20 (1,382) (1,062)
Net cash used in financing activities (6,139) (11,623)
Net (decrease)/increase in cash and cash equivalents (8,384) 4,162
Cash and cash equivalents brought forward 11,631 7,536
Effects of exchange rate changes (65) (67)
Cash and cash equivalents carried forward 3,182 11,631
Cash and cash equivalents 18 3,182 11,631
3,182 11,631
Notes to the Group Financial Statements
for the Year Ended 31 March 2025
1. Basis of preparation
Supreme PLC ("the Company") is a public company limited by shares, registered
in England and Wales and domiciled in the UK, with company registration number
05844527. The registered office is 4 Beacon Road, Ashburton Park, Trafford
Park, Manchester, M17 1AF.
The principal activity of the Group is the distribution of fast-moving
branded, discounted consumer goods to retailers and wholesalers in the UK and
online. The goods are either manufactured by Supreme in the UK or are sourced
by Supreme from elsewhere in the UK, Europe or the Far East.
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined by section 434 of the Companies Act
2006.
The results for the year ended 31 March 2025 have been extracted from the full
accounts of the Group for that year which received an unqualified auditor's
report and which have not yet been delivered to the Registrar of Companies.
The financial information for the year ended 31 March 2024 is derived from the
statutory accounts for that year, which have been delivered to the Registrar
of Companies. The report of the auditor on those filed accounts was
unqualified. The accounts for the year ended 31 March 2025 and 31 March 2024
did not contain a statement under s498 (1) to (4) of the Companies Act 2006.
The statutory accounts for the year ended 31 March 2025 will be posted to
shareholders at least 21 days before the Annual General Meeting and made
available on our website www.supreme.co.uk (http://www.supreme.co.uk) and on
request by contacting the Company Secretary at the Company's Registered
Office.
These Group financial statements have been prepared on a going concern basis
under the historical cost convention, modified for the revaluation of certain
forward contracts derivatives; in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards.
2. Summary of material accounting policies
The principal accounting policies adopted are set out below.
2.1 Basis of consolidation
The consolidated financial statements present the results of the Company and
its own subsidiaries as if they form a single entity. Intercompany
transactions and balances between Group companies are therefore eliminated in
full.
The Group financial statements incorporate the results of business
combinations using the acquisition method. In the Consolidated Statement of
Financial Position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included in the
Consolidated Statement of Comprehensive Income from the date on which control
is obtained. They are deconsolidated from the date control ceases. The merger
reserve arose on a past business combination of entities that were under
common control. The merger reserve is the difference between the cost of
investment and the nominal value of the share capital acquired.
Non-controlling interests in the results and equity of subsidiaries are shown
separately in the consolidated statement of profit or loss, statement of
comprehensive income, statement of changes in equity and statement of
financial position respectively.
2.2 New standards, amendments and interpretations
New and amended standards and adopted by the Group
The Group acknowledges the following changes that have taken effect during
this financial year. These amendments are either not applicable or have only
an immaterial impact on the Group:
Standards and interpretations Effective from
IFRS 16 Leases (Amendment to Liabilities in a Sale and Leaseback); 1 April 2024
IAS 1 Presentation of Financial Statements (Amendment to Classification of 1 April 2024
Liabilities as Current or Non-current);
IAS 1 Presentation of Financial Statements (Amendment to Non-current 1 April 2024
Liabilities with Covenants); and
IFRS 7 Financial Instruments: Disclosures (Amendment to Supplier Finance 1 April 2024
Arrangements).
New standards and interpretations not yet adopted
There are a number of standards, amendments to standards, and interpretations
which have been issued that are effective in future accounting periods that
the Group has decided not to adopt early.
The Group is currently assessing the impact of these new accounting standards
and amendments. The Group does not expect any standards issued, but are yet to
be effective, to have a material impact on the Group, with the exception of
IFRS 18 which they are currently reviewing.
Standards and interpretations Effective from
IAS 21 Transactions in Foreign Currencies (Amendment to Lack of 1 April 2025
Exchangeability)
Contract referencing nature-dependent electricity (Amendments to IFRS 9 and 1 April 2026
IFRS 7)
IFRS 9 Financial Instruments (Amendments to the Classification and Measurement 1 April 2026
of Financial Instruments
IFRS 18 Presentation and Disclosure in Financial Statements 1 April 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 April 2027
Judgements made by the Directors in the application of these accounting
policies that have a significant effect on these financial statements together
with estimates with a significant risk of material adjustment in the next year
are discussed in note 3.
2.3 Going concern
In assessing the appropriateness of adopting the going concern basis in the
preparation of these financial statements, the Directors have prepared cash
flow forecasts and projections for the two-year period to 31 March 2027. These
forecasts and projections, which the Directors consider to be prudent, have
been sensitised by applying general reductions to revenue and profitability,
to consider downside risk and the impact these scenarios would have on the
Group's cashflows and liquidity and its ability to continue to operate and
trade.
· The Directors have performed a specific sensitivity in reference to
the recently imposed disposable vape ban in which a scenario where the revenue
currently attributable to disposable vapes fails to transition to an
alternative form of vaping has been assessed. The sensitivity confirmed that
without the sale of disposable vapes or a likely substitute product in its
place (and without altering the Group's overhead base), the remaining Supreme
Group would remain profitable and cash-generative and therefore this does not
pose a problem in respect of going concern.
· In addition to the specific sensitivity on the disposable vape ban,
the Directors have also overlaid further a potential downturn sensitivity by
assuming a 5% and then 20% reduction in revenue across all divisions of the
business (whilst maintaining the existing overhead base). Again, the business
remains profitable and cash generative.
· In fact, owing to the working capital unwind that occurs in the short
to medium term when sales reduce, the forecasts indicate that the Group's
revenue can fall by 75% (without any adjustment to overheads) before the Group
runs out of cash reserves in March 2027.
· Whilst the Group's debt facilities are priced at a variable rate
(SONIA + a margin) and will be in place until March 2028, the Group's current
positive leverage ratio (i.e. having a net cash positive position at the
balance sheet date), means that Supreme's exposure to any increases in
borrowing rates is limited. Should the Group increase its level of bank
borrowings during the forecast period (likely to be triggered by M&A) then
of course this increased cost of borrowing would impact the Group (albeit
expected to be offset by the incremental earnings generated by any M&A
target).
· Historically Supreme has been a net beneficiary in periods of
economic downturn, owing to the fact more than half of its revenue is derived
from the discount retail sector which typically trades buoyantly during these
periods (for prudence this has not been assumed in the forecast). The
inflationary cost increases (specifically over salary costs, energy and
transport) have been specifically factored into the cost base throughout for
the forecast period.
Based on these various scenarios, the Directors are satisfied that the Group
has adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in preparing the Group and Company financial statements.
2.4 Currencies
Functional and presentational currency
Items included in the Group financial statements are measured using the
currency of the primary economic environment in which the Company operates
("the functional currency") which is UK sterling (£). The Group financial
statements are presented in UK sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using a standard exchange rate for a period if the rates do not fluctuate
significantly. Foreign exchange gains and losses resulting from the settlement
of such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in the statement of comprehensive income. Non-monetary items that
are measured in terms of historical cost in a foreign currency are not
retranslated.
Group companies
The results and financial position of foreign operations (none of which has
the currency of a hyper-inflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position;
· income and expenses for each statement of comprehensive income are
translated at average exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the
dates of the transactions); and
· all resulting exchange differences are recognised in other
comprehensive income.
2.5 Revenue recognition
Revenue solely relates to the sale of goods and arises from the wholesale
distribution and online sales of Electricals, Vaping and Drinks and Wellness.
To determine whether to recognise revenue, the Company follows the 5-step
process as set out within IFRS 15:
1. Identifying the contract with a customer.
2. Identifying the performance obligations.
3. Determining the transaction price.
4. Allocating the transaction price to the performance obligations.
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is measured at transaction price, stated net of VAT, and other sales
related taxes. Rebates to customers take the form of volume discounts, which
are a type of variable consideration, and the transaction price is constrained
to reflect the rebate element. The transaction price equates to the invoice
amount less an estimate of any applicable rebates and promotional allowances
that are due to the customer. Rebate accruals are recognised under the terms
of these agreements, to reflect the expected promotional activity and our
historical experience. These accruals are reported within trade and other
payables.
Revenue is recognised at a point in time as the Company satisfies performance
obligations by transferring the promised goods to its customers as described
below. At any point in time where such obligations haven't been met but the
customer has been invoiced, revenue is deferred, as disclosed in note 19.
Variable consideration, in the form of rebates, is also recognised at the
point of transfer, however the estimate of variable consideration is
constrained at this point and released once it is highly probable there will
not be a significant reversal.
Contracts with customers take the form of customer orders. Performance
obligations take the form of distribution of products to the customer, or
customer collection of goods, for which the transaction price is clearly
identified. Revenue is recognised at a point in time when the Group satisfies
performance obligations by transferring the promised goods to its customers,
i.e. when control has passed from the Group to the customer, which tends to be
on receipt by the customer. In respect of certain direct
shipments control passes when an invoice is raised, payment received, and
title formally transferred to the customer; at which point the customer has
the risks and rewards of the goods.
2.6 Goodwill
The carrying value of goodwill has arisen following the acquisition of
subsidiary entities. Such goodwill is subject to an impairment review, both
annually and when there is an indication that the carrying value may be
impaired. Any impairment is recognised immediately in the Statement of
Comprehensive Income and is not reversed.
Where the fair value of net identifiable assets acquired and liabilities
assumed in a business combination exceeds the consideration transferred, the
difference is recognised immediately as a gain in the Consolidated Statement
of Comprehensive Income after management has reassessed whether it has
correctly identified and measured the assets acquired and liabilities assumed.
2.7 Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less
accumulated amortisation and accumulated impairment losses.
At the end of each reporting period the Group assesses whether there is any
indication that an asset may be impaired. If any such indication exists, an
estimate of the recoverable amount is determined, and any impairment is
recognised in the Statement of Comprehensive Income.
The amortisation is charged on a straight-line bases as follows:
Domain name - 10%
Trademarks - 10%
Customer relationships - 20%
Trade names - 20%
Know how - 10%
Computer software - 20%
2.8 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any impairment losses. Cost includes the original purchase price of the
asset and the costs attributable to bringing the asset to its working
condition for its intended use. Depreciation is charged so as to write off the
costs of assets over their estimated useful lives, on a straight-line basis
starting from the month they are first used, as follows:
Land - not depreciated
Assets under construction - 0%
Plant and machinery - 25%
Fixtures and fittings - 25%
Motor vehicles - 25%
Computer equipment - 33%
Leasehold improvements - 25%
Buildings - 2%
The gain or loss arising on the disposal of an asset is determined as the
difference between the sales proceeds and the carrying amount of the asset and
is recognised in the Statement of Comprehensive Income.
At each reporting date, the Company reviews the carrying amounts of its
property, plant and equipment assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
2.9 Inventories
Inventories are valued using a first in, first out method and are stated at
the lower of cost and net realisable value. Cost includes expenditure incurred
in the normal course of business in bringing the products to their present
location and condition.
At the end of each reporting period inventories are assessed for impairment.
If an item of inventory is impaired, the identified inventory is reduced to
its selling price less costs to complete and sell and an impairment charge is
recognised in the income statement. Where a reversal of the impairment is
recognised the impairment charge is reversed, up to the original impairment
loss, and is recognised as a credit in the income statement.
2.10 Leases
The Company applies IFRS 16 in the Group financial statements. At inception of
a contract, the Group assesses whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for
consideration.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to restore the underlying asset, less
any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liabilities.
The lease liability is initially measured at the present value of lease
payments that were not paid at the commencement date, discounted using the
rate implicit in the lease. Where there is no rate implicit in the lease then
the Group's incremental borrowing rate is used.
The lease liability is measured at amortised cost using the effective interest
method. If there is a remeasurement of the lease liability, a corresponding
adjustment is made to the carrying amount of the right-of-use asset, or is
recorded directly in profit or loss if the carrying amount of the right of use
asset is zero.
Short term leases and low value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term lease of machinery that have a lease term of 12
months or less or leases of low value assets. These lease payments are
expensed on a straight-line basis over the lease term.
Sub-leases
When the Group sub-leases part of its right of use asset it recognises a
reduction in the right of use asset and a lease receivable at the lease
commencement date.
The lease receivable is measured as the present value of the lease income
receivable at the commencement date, discounted at the same incremental
borrowing rate.
2.11 Share based payments
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to profit or loss over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each Statement of Financial Position
date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
The fair value of the award also takes into account non-vesting conditions.
These are either factors beyond the control of either party (such as a target
based on an index) or factors which are within the control of one or other of
the parties (such as the Group keeping the scheme open or the employee
maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the Statement of Comprehensive
Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the
Statement of Comprehensive Income is charged with fair value of goods and
services received.
2.12 Segmental reporting
The Directors consider there to be one segment for reporting purposes because
although revenue is grouped within 3 product categories (previously 5), as the
directors analyse revenue at this gross level, the directors do not analyse,
monitor or review the Groups KPIS (being adjusted EBITDA and profit before
tax) by product category. Due to this, the Group do not believe there are any
IFRS 8 considerations around the requirement to report operating segments for
reporting purposes.
2.13 Adjusted items
The Company's income statement separately identifies Adjusted items. Such
items are those that in the Directors' judgement need to be disclosed
separately by virtue of either: their volatility year-on-year; their one-off
nature; their size, their non-operating nature; or because the adjustment of a
particular item is widely accepted and conducted by peers (to ensure
comparability with other listed businesses). These may include, but are not
limited to, professional fees and other costs directly related to refinancing,
acquisitions and capital transactions, fair value movements on open forward
contracts, share based payment charges, material impairments of inventories
and gains/losses on disposal of intangible assets. In determining whether an
item should be disclosed as an Adjusted item, the Directors consider
quantitative and qualitative factors such as the frequency, predictability of
occurrence and significance. This is consistent with the way financial
performance is measured by management and reported to the Board.
Adjusted EBITDA is presented as an Alternative Performance Measure (APM).
Adjusted EBITDA is defined as earnings before interest, tax, depreciation,
amortisation, and Adjusted items. Adjusted EBITDA is not defined by IFRS and
may therefore differ from similarly titled measures presented by other
companies, limiting comparability. Management believes Adjusted EBITDA
provides useful additional information to assess underlying performance, but
it should not be considered in isolation or as a substitute for IFRS-defined
measures.
2.14 Financial instruments
Financial assets and financial liabilities are recognised in the Group
Statement of Financial Position when the Group becomes party to the
contractual provisions of the instrument. Financial assets are de-recognised
when the contractual rights to the cash flows from the financial asset expire
or when the contractual rights to those assets are transferred. Financial
liabilities are de-recognised when the obligation specified in the contract is
discharged, cancelled or expired.
2.15 Trade and other receivables
Trade and other receivables are initially measured at transaction price less
provisions for expected credit losses. The Group applies the IFRS 9 simplified
approach to measuring expected credit losses which uses a lifetime expected
loss allowance
IFRS 9's impairment requirements use forward-looking information to recognise
expected credit losses - the 'expected credit loss (ECL) model'.
Recognition of credit losses is determined by considering a broad range of
information when assessing credit risk and measuring expected credit losses,
including past events, current conditions and reasonable and supportable
forecasts that affect the expected collectability of the future cash flows of
the instrument.
Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the
financial instrument.
Credit Insurance is also in place which also mitigates the credit risk in
relation to the respective customer. This insurance is applied to most
accounts over £5,000 with exception of proforma accounts and accounts agreed
by the CEO, although some accounts are excluded from the credit insurance
having been assessed by the Board on a cost-benefit analysis - these equate
largely to the largest grocery retailers.
3. Critical accounting estimates and judgements
The preparation of the Group financial statements require management to make
judgements and estimates that affect the reported amounts of assets and
liabilities at each Statement of Financial Position date and the reported
amounts of revenue during the reporting periods. Actual results could differ
from these estimates. Information about such judgements and estimations are
contained in individual accounting policies. The key judgements and sources of
estimation uncertainty that could cause an adjustment to be required to the
carrying amount of asset or liabilities within the next accounting period are
outlined below:
Accounting estimates
3.1 Share-based payments
Estimating fair value for share-based payment transactions requires
determination of the most appropriate valuation model, which depends on the
terms and conditions of the grant. This estimate also requires determination
of the most appropriate inputs to the valuation model including the expected
life of the share option or appreciation right, volatility and dividend yield
and making assumptions about them. Options with both market and non-market
conditions are most impacted by these estimates. The share options charge is
subject to an assumption about the number of options that will vest as a
result of the expected achievement of certain non-market conditions.
3.2 Useful economic lives of property, plant and equipment
Property, plant and equipment is depreciated over the useful economic lives of
the assets. Useful lives are based on management estimates of the period
that the assets will generate revenue, which are reviewed annually for
continued appropriateness. The carrying values are tested for impairment
when there is an indication that the value of the assets might be impaired.
When carrying out impairment tests, these would be based upon future cashflow
forecasts which would be based on management judgements.
The useful economic lives applied are set out in the accounting policies (note
2.8) and are reviewed annually.
Accounting judgements
3.3 Inventory obsolescence
Management applies judgement in determining whether certain inventory items
are obsolete, considering factors such as expiry dates, sales forecasts,
changes in market sentiment and consumer tastes, and one off events such as
government imposed regulation on the sale of products. Based on these
judgements, estimates are made regarding the recoverable value of inventory,
which could materially affect the financial statements if these estimates are
incorrect.
4. Revenue analysis
Revenue Year Ended Year Ended Year Ended Year Ended
31 March 2025 31 March 2025 31 March 2024 31 March 2024
£'000 £'000 £'000 £'000
Revenue Gross Profit Revenue Gross Profit
Electricals 53,368 11,293 57,025 12,039
Vaping 128,952 46,919 140,309 44,710
Drinks & Wellness 48,758 14,173 23,915 5,672
Foreign Exchange - 1,298 - 1,112
231,078 73,683 221,249 63,533
Following various acquisitions in the year the Group has reconsidered it's
reporting to the board and has revised the reporting categories used to
reflect how the Group is assessed and managed. In the prior year the Group
had 5 analysis categories: Batteries, Lighting, Vaping, Sport Nutrition &
Wellness, and Branded Distribution. The newly consolidated categories are:
Electricals (formerly Batteries and Lighting), Vaping (formerly Vaping and
primarily Branded Distribution), and Drinks & Wellness (formerly Sports
Nutrition & Wellness and the non-vaping components of Branded distribution
plus the addition of the newly acquired Clearly Drinks and Typhoo Tea
businesses). The results for the year ended March 2024 have been
re-presented to reflect the new category alignment.
Analysis of revenue by geographical destination
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
United Kingdom 213,244 206,858
Ireland 8,543 7,354
Netherlands 63 3,372
France 2,656 1,007
Rest of Europe 5,537 1,123
Rest of the World 1,035 1,535
231,078 221,249
The above revenues are all generated from contracts with customers and are
recognised at a point in time. All assets of the Group reside in the UK except
for total net assets of £4,260,000 (2024: £3,641,000) held in Europe.
5. Operating segments
The Chief Operating Decision Maker ("CODM") has been identified as the Board
of Directors. The Board reviews the Group's Internal reporting in order to
assess the performance and allocate resources. The Board of Directors deem
the Group to be one operating segment because they do not assess performance
or allocate resources at a disaggregated level.
Information about major customers
The Group has generated revenue from individual customers that accounted for
greater than 10% of total revenue. The total revenue from each of these 2
customers (2024: 3 customers) was £29,967,000 and £25,710,000 (2024:
£33,843,000, £25,027,000 and £21,151,000). These revenues related to all
divisions.
Notes to the Group financial statements continued
for the Year Ended 31 March 2025
6. Expenses by nature
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
The profit is stated after charging/(crediting) expenses as follows:
Cost of sales
Inventories recognised as an expense 137,841 142,833
Impairment of inventories 1,052 (347)
Direct Labour (note 8) 8,015 5,103
Other direct cost of sales 10,487 10,127
157,395 157,716
Administrative expenses
Impairment of trade receivables 77 181
Wages and salaries (note 8) 13,989 11,085
Establishment costs 3,937 3,306
Auditor's remuneration for audit services 340 220
Selling, professional and other expenses 14,954 10,625
Adjusted items excluding net gain on bargain purchase (note 7) 2,196 593
Depreciation of property, plant and equipment 5,023 2,087
Depreciation of right of use assets 1,425 1,685
Amortisation of intangible assets 2,273 1,733
44,214 31,515
Total cost of sales & administrative expenses 201,609 189,231
During the year, Auditor's remuneration in respect of non-audit services was
£nil (2024: £nil). During the year Auditor's remuneration in respect of the
parent company audit was £15,000 (2024: £15,000) and group audit was
£225,000 (2024: £155,000). The remaining audit fee of £100,000 (2024:
£50,000) related to the audit of the direct and indirect subsidiary
undertakings of Supreme PLC.
7. Adjusted items
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Fair value movements on forward contracts 79 (600)
Share based payments charge (note 25) 498 1,226
Acquisition costs 1,030 703
Transaction costs 683 (736)
Other restructuring costs (94) -
Net gain on bargain purchase (2,941) -
(745) 593
Fair value movements on forward contracts
The Group typically holds 1 years' worth of USD-denominated purchases on open
forward contracts. The charge (2024: credit) in the year ended 31 March 2025
reflects the movement in the fair value of these open forward contracts at the
balance sheet date. The movement is reported each year as Adjusted due to its
volatility. The liability at 31 March 2025 is £131,000 and is reported as
'forward contract derivative' in the statement of financial position. This is
a non-cash item and is not taxable for corporation tax purposes. The resulting
tax impact is therefore £nil.
Share based payments charge
The Group operates a number of share incentive arrangements as set out in note
25. The aggregate expense recognised in the year has been reported as an
Adjusted item in line with its treatment by other comparable businesses. The
charge is a non-cash item and was disallowable for corporation tax purposes.
The resulting tax impact is therefore £nil.
Acquisition costs
Acquisition costs arise at Supreme when businesses are integrated into the
Supreme Group. In the year ended 31 March 2025 these costs related to the
acquisitions of Acorn Topco Limited and the trade and certain assets of Typhoo
Tea Limited. These integration expenses reflect redundancy costs. £38,000
of these costs were reported within accruals at year end.
In the year ended 31 March 2024 costs related to the integration of business
acquired in the year (Food IQ Limited) and from the year ended 31 March 2023
(Liberty Flights Limited and Superdragon TCM Limited). The integration costs
related largely to redundancy costs and fixed asset (machinery) write-off
costs that arose when the businesses' operations were transferred to
Manchester (Supreme's principal operating site). £83,000 of these costs
were reported within accruals at year end at 31 March 2024.
Acquisition costs of this nature were treated as allowable for the purpose of
corporation tax and the corporation tax impact was £258,000 in 2025 (25%) and
£176,000 (25%) in 2024.
Transaction costs
In the year ended 31 March 2025 these costs consist largely of adviser fees in
respect of acquisitions as well as the accounting advice taken afterwards to
assess the purchase price allocation. £159,000 of these costs were reported
within accruals at year end.
Transaction costs of this nature were treated as allowable for the purpose of
corporation tax and the corporation tax impact was £171,000 in 2025 (25%).
For the year ended 31 March 2024 these costs related to the release of the
contingent consideration accrual that arose on the acquisition of Liberty
Flights Limited. The original estimate for contingent consideration was £2.2
million, based on the performance of the business during the 12 months
immediately after the acquisition. Only £1.4 million was paid and the
remainder was released. The release of this accrual was not taxable for
corporation tax purposes. The resulting tax impact was therefore £nil.
Other restructuring costs
Following the decision to exit a warehouse facility held under lease during
the year ended 31 March 2025 the Group recognised a profit of £94,000 on the
unwinding of the remaining lease.
This gain was treated as allowable for the purposes of corporation tax and the
corporation tax impact was £24,000 (25%)
Net gain on bargain purchase
On 29 November 2024 the Group acquired the trade and certain assets of Typhoo
Tea Limited out of administration for a consideration of £10.2m. The fair
of net assets acquired totalled £14.4m. The resulting negative goodwill of
£4,163,000 has been recognised as a gain on bargain purchase. In addition
to this the business was charged £1,222,000 in ransom payments by key Typhoo
suppliers. These costs were deducted from the goodwill recognised to produce
a net gain on bargain purchase which was presented in the income statement in
the year.
Net gain on bargain purchase has been treated as allowable for the purposes of
corporation tax and the corporation tax impact was £735,000 in the year ended
31 March 2025 (25%).
8. Employees and Directors
Year Ended Year Ended
31 March 2025 31 March 2024
No. No.
Monthly average number of employees (including Directors):
Management and administration 101 104
Warehouse 78 89
Sales 55 44
Manufacturing 249 178
483 415
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Aggregate remuneration of staff (including Directors):
Wages and salaries 19,951 15,018
Social security costs 2,190 1,432
Other pension costs 864 310
23,005 16,760
Amounts classified as Adjusted Items 1,001 572
Amounts recorded as cost of sales and Admin expenses 22,004 16,188
Directors' remuneration
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Directors' emoluments 1,149 1,157
Social security costs 227 172
Company contributions to defined contribution pension schemes 4 4
1,380 1,333
The highest paid director received remuneration of £630,000 (2024:
£653,000).
The value of the Company's contributions paid to a defined contribution
pension scheme in respect of the highest paid director amounted to £1,000
(2024: £1,000).
During the year, retirement benefits were accruing to 3 directors (2024: 3) in
respect of defined contribution pension schemes.
9. Finance (income)/costs
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Finance income
Right of use interest receivable (16) -
Bank interest receivable (141) (147)
(157) (147)
Finance costs
Bank interest payable 235 602
Invoice discounting fees 430 147
Other interest payable 172 -
Unwind of discounting on deferred consideration - 245
Facility fees 115
Amortisation of capitalised arrangement fees 55 55
Interest on lease liabilities 863 881
1,755 2,045
10. Taxation
Year Ended Year Ended
31 March 2025 31 March 2024
Current tax £'000 £'000
Current year - UK corporation tax 8,215 7,560
Adjustments to tax charge in respect of prior periods 132 175
Foreign tax on income 100 48
Total current tax 8,447 7,783
Deferred tax
Origination and reversal of temporary differences (1,047) 350
Adjustments to tax charge in respect of prior periods - (439)
Adjustments to tax charge due to change in rates - -
Total deferred tax (1,047) (89)
Total tax expense 7,400 7,694
Equity Items
Current tax - -
Deferred tax (78) (154)
Total (78) (154)
10. Taxation (continued)
Factors affecting the charge
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Profit before taxation 30,907 30,120
Tax at the UK corporation tax rate of 25% (2024: 25%) 7,727 7,530
Effects of expenses not deductible for tax purposes 1,187 531
Income not taxable for tax purposes (1,114) (186)
Adjustments to tax charge due to change in rates - -
Adjustments to tax charge in respect of prior periods 357 (264)
Chargeable gains/(losses) (86) -
Movement in deferred tax not recognised (158) -
Deferred tax on Share Based Payments (379) 83
Enhanced Relief (134) -
Total tax expense 7,400 7,694
Factors that may affect future tax charges
Deferred taxes at the balance sheet date have been measured using the current
enacted tax rates and have been reflected in these financial statements.
11. Earnings per share
Basic earnings per share is calculated by dividing the net income for the year
attributable to ordinary equity holders after tax by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated with reference to the weighted
average number of shares adjusted for the impact of dilutive instruments in
issue. For the purposes of this calculation an estimate has been made for the
share price in order to calculate the number of dilutive share options.
The basic and diluted calculations are based on the following:
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Profit for the year after tax 23,459 22,426
No. No.
Weighted average number of shares for the purposes of basic earnings per share 116,714,097 117,237,891
Weighted average dilutive effect of conditional share awards 3,758,257 6,455,776
Weighted average number of shares for the purposes of diluted earnings per 120,472,354 123,693,667
share
Pence Pence
Basic earnings per share 20.1 19.1
Diluted earnings per share 19.5 18.1
Statutory EPS
Adjusted EPS
The calculation of adjusted earnings per share is based on the after tax
adjusted operating profit after adding back certain costs as detailed in the
table below. Adjusted earnings per share figures are given to exclude the
effects of amortisation of acquisition related intangibles (on the basis that
these intangible assets arise through purchase price allocations on
acquisitions) and adjusted items, all net of taxation, and are considered to
show the underlying performance of the Group.
Adjusted earnings per share is presented as an Alternative Performance Measure
(APM). Adjusted EPS is not defined by IFRS and may therefore differ from
similarly titled measures presented by other companies, limiting
comparability. Management believes Adjusted EPS provides useful additional
information to assess underlying performance of the Group, but it should not
be considered in isolation or as a substitute for IFRS-defined measures.
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Adjusted earnings (see below) 25,239 24,459
No. No.
Weighted average number of shares for the purposes of basic earnings per share 116,714,097 117,237,891
Weighted average dilutive effect of conditional share awards 3,758,257 6,455,776
Weighted average number of shares for the purposes of diluted earnings per 120,472,354 123,693,667
share
Pence Pence
Adjusted basic earnings per share 21.6 20.9
Adjusted diluted earnings per share 21.0 19.8
The calculation of basic adjusted earnings per share is based on the following
data:
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Profit for the year attributable to equity shareholders 23,459 22,426
Add back/(deduct):
Amortisation of acquisition related intangible assets 2,218 1,616
Adjusted items (745) 593
Tax effect of the above 307 (176)
Adjusted earnings 25,239 24,459
12. Goodwill and other intangible assets
Domain name Trademarks Customer relationships Trade names Know how Computer software Goodwill Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 April 2023 311 1,544 3,803 3,374 262 41 7,508 16,843
Additions - - - - - 115 - 115
At 31 March 2024 311 1,544 3,803 3,374 262 156 7,508 16,958
Additions - 6,050 1,000 900 - 57 1,845 9,852
At 31 March 2025 311 7,594 4,803 4,274 262 213 9,353 26,810
Accumulated amortisation
At 1 April 2023 100 316 670 447 6 23 - 1,562
Amortisation charged in the year 87 154 761 675 26 30 - 1,733
At 31 March 2024 187 470 1,431 1,122 32 53 - 3,295
Amortisation charged in the year 25 448 920 824 26 30 - 2,273
At 31 March 2025 212 918 2,351 1,946 58 83 - 5,568
Carrying amount
At 1 April 2023 211 1,228 3,133 2,927 256 18 7,508 15,281
At 31 March 2024 124 1,074 2,372 2,252 230 103 7,508 13,663
At 31 March 2025 99 6,676 2,452 2,328 204 130 9,353 21,242
The amortisation charge for the year has been included in Administrative
expenses in the Statement of Comprehensive Income.
Individually material intangible assets
The individually material intangible assets at the year end are summarised
below:
Intangible asset name Asset category Net book value at year end Remaining amortisation period Description
£'000 Years
Typhoo Trademark Trademarks 3,210 9 The Typhoo Trademark was acquired in FY25 from the administrators of Typhoo
Tea Limited.
Liberty Flights customer relationships Customer relationships 1,015 2 These customer relationships were acquired in FY23 as part of the acquisition
of Liberty Flights.
Liberty Flights trade name Trade names 1,577 2 This trade name was acquired in FY23 as part of the acquisition of Liberty
Flights.
The individually material intangible assets at the prior year end are
summarised below:
Intangible asset name Asset category Net book value at year end Remaining amortisation period Description
£'000 Years
Sci-MX trademark Trademarks 1,005 7 The Sci-MX trademark was acquired in FY22 from the administrators of Sci-MX
Nutrition Limited.
Liberty Flights customer relationships Customer relationships 1,420 3 These customer relationships were acquired in FY23 as part of the acquisition
of Liberty Flights.
Liberty Flights trade name Trade names 2,207 3 This trade name was acquired in FY23 as part of the acquisition of Liberty
Flights.
Goodwill arises on acquisitions where the fair value of the consideration
given for the business exceeds the fair value of the assets acquired and
liabilities assumed.
Following acquisition of a business, the directors identify the individual
Cash Generating Units (CGUs) acquired and, where possible, allocate the
underlying assets acquired and liabilities assumed to each of those CGUs.
In the prior year, the only CGU for the purpose of the annual test for
impairment of goodwill was Supreme Imports.
On 23 June 2024 the Group acquired 100% of the share capital of Acorn Topco
limited, parent company of Clearly Drinks Limited, a long established and well
known UK manufacturer of specialised canned and bottled-at-source spring water
and soft drinks for a total net cash consideration of £15.6m which included
£1,845,000 of goodwill. Clearly Drinks is deemed to meet the criteria of
CGU as it has its own identifiable cash inflows, assets and liabilities.
As at As at
31 March 2025 31 March 2024
£'000 £'000
Supreme 7,508 7,508
Clearly Drinks 1,845 -
9,353 7,508
The key assumptions for the value in use calculations are:
· cash flows before income taxes are based on approved budgets and
prior experience and management projections for the next 3 years;
· a long term growth rate of 2.0% (2024: 2.0%) for the period beyond
which detailed budgets and forecasts do not exist; based on external sources
of macroeconomic projections for the geographies in which the entity operates;
and
· a post tax discount rate of 10.4% (2024: 10.6%) based upon risk free
rate for government bonds adjusted for a risk premium to reflect increased
risk of investing in equities and investing in the Group's specific sector and
regions.
· a pre tax discount rate of 13.4% (2024: 13.6%) based upon risk free
rate for government bonds adjusted for a risk premium to reflect increased
risk of investing in equities and investing in the Group's specific sector and
regions.
Impairment testing of goodwill is performed at least annually by reference to
value in use calculations which management consider to be in line with the
requirements of IAS 36. These calculations show no reasonably possible
scenario in which any of the goodwill balances could be impaired as at 31
March 2025 or 31 March 2024. There were no charges for impairment of goodwill
in 2025 (2024: nil).
Sensitivity to goodwill impairment
Management has applied sensitivities to the key assumptions, including
discount rates and growth rates and believes there are no reasonably possible
scenarios which would result in an impairment of goodwill.
A 1% increase or decrease in each assumption was selected as it reflects a
realistic and supportable change in key assumptions, considering historical
fluctuations in market discount rates and long-term growth expectations for
the industry and countries operated in. This range captures reasonable
volatility without moving into extreme or unlikely scenarios. The tables
below show what the value in use would become should there be a 1% increase or
decrease in the rate used in each assumption.
Supreme Imports Limited Discount rate Long term growth rate
Value in use Value in use
£'000 £'000
Used in the value in use model 10.44% 2%
Value in use 228,206 228,206
1% increase 205,447 253,776
1% decrease 257,070 208,053
Clearly Drinks Limited Discount rate Long term growth rate
Value in use Value in use
£'000 £'000
Used in the value in use model 10.44% 2%
Value in use 28,713 28,713
1% increase 25,752 32,036
1% decrease 32,466 26,093
13. Property, plant and equipment
Buildings Plant and machinery Fixtures and Motor vehicles Computer equipment Leasehold improvements Assets under construction Right of use assets Total
£'000 £'000 fittings £'000 £'000 £'000 £'000 £'000
£'000
Cost or valuation
At 1 April 2023 1,549 7,286 1,092 377 687 - 686 19,471 31,148
Additions - 1,000 59 138 155 3,280 - 25 4,657
Disposals - (1,470) (845) (82) (82) - - - (2,479)
Transfers (57) - - - - 743 (686) - -
At 31 March 2024 1,492 6,816 306 433 760 4,023 - 19,496 33,326
Additions - 1,908 74 - 76 1,009 938 113 4,118
On acquisition 1,430 12,469 33 - - - - - 13,932
Disposals (927) (322) - (45) - - - (1,456) (2,750)
Reclass to held for sale (note 14) (565) - - - - - - - (565)
At 31 March 2025 1,430 20,871 413 388 836 5,032 938 18,153 48,061
Depreciation and impairment
At 1 April 2023 - 5,131 885 115 308 - - 3,894 10,333
Depreciation charged in the year - 1,036 70 57 269 655 - 1,685 3,772
Eliminated on disposal - (1,244) (819) (56) (76) - - - (2,195)
At 31 March 2024 - 4,923 136 116 501 655 - 5,579 11,910
Depreciation charged in the year - 3,423 172 58 222 1,148 - 1,425 6,448
Eliminated on disposal - (154) - (21) - - - (922) (1,097)
At 31 March 2025 - 8,192 308 153 723 1,803 - 6,082 17,261
Carrying amount
At 1 April 2023 1,549 2,155 207 262 379 - 686 15,577 20,815
At 31 March 2024 1,492 1,893 170 317 259 3,368 - 13,917 21,416
At 31 March 2025 1,430 12,679 105 235 113 3,229 938 12,071 30,800
The depreciation charge for the year has been included in Administrative
expenses in the Statement of Comprehensive Income.
Of the additions in the financial year £3,148,000 (2024: £5,322,000) was
paid during the year including £160,000 (2024: £730,000) of cash paid for
additions recognised in the prior year.
14. Assets classified as held for sale
During the year, tangible assets were reclassified as held for sale, which
related to freehold land and buildings. The sale of these assets took place on
8 April 2025 for a consideration of £500,000.
Details of the assets classified as held for sale are below:
Freehold land and buildings
As at As at
31 March 2025 31 March 2024
£'000 £'000
Net book value included within property, plant and equipment 565 -
Impairment (65) -
Assets held for sale 500 -
These assets are presented separately in the statement of financial position
under the heading "Assets held for sale".
15. Deferred tax
Deferred tax consists of the following temporary differences
As at As at
31 March 2025 31 March 2024
£'000 £'000
Share based payments 999 778
Short term temporary differences 1,085 390
Deferred tax asset 2,084 1,168
Excess of depreciation over taxable allowances (987) (687)
Fixed asset timing differences (1,637) (104)
Acquired intangible assets (1,577) (1,231)
Deferred tax liability (4,201) (2,022)
Net deferred tax liability (2,117) (854)
Movement in deferred tax in the year
As at As at
31 March 2025 31 March 2024
£'000 £'000
Balance at the beginning of the year (854) (789)
Credited to profit or loss 1,047 89
Debited to reserves - Share based payments charges (78) (154)
Acquired in business combination (706) -
Arising on business combination (1,526) -
Other - -
Balance at the end of the year (2,117) (854)
The Directors consider that the deferred tax assets in respect of temporary
differences are recoverable based on the forecast future taxable profits of
the Group. All deferred tax arises within the UK.
16. Inventories
As at As at
31 March 2025 31 March 2024
£'000 £'000
Goods for resale 31,469 19,587
Raw materials 4,860 4,847
36,329 24,434
The Directors believe that the replacement value of inventories would not be
materially different than book value.
Inventories at 31 March 2025 are stated after provisions for impairment of
£2,128,000 (2024: £1,076,000). During the year, inventories were written
down by £1,052,000 (2024: credited to income statement £347,000) as
disclosed in note 6.
When determining a suitable level of impairment management applies judgement
in determining whether certain inventory items are obsolete, considering
factors such as expiry dates, sales forecasts, changes in market sentiment and
consumer tastes, and one off events such as government imposed regulation on
the sale of products. Based on these judgements, estimates are made regarding
the recoverable value of inventory, which could materially affect the
financial statements if these estimates are incorrect.
17. Trade and other receivables
As at As at
31 March 2025 31 March 2024
£'000 £'000
Trade receivables not past due 21,624 19,352
Trade receivables past due 5,140 9,613
Provision for expected credit losses (269) (262)
Total trade receivables 26,495 28,703
Other receivables 12,737 5,377
Prepayments 2,967 1,546
42,199 35,626
The other receivable balance arises due to deposit and advance payments for
stock to far east suppliers. For a short period of time around the year
ended 31 March 2025 there was a noted increase due to the business sourcing
additional products to manage the impact of governmental imposed changes
within its vaping division.
Currency analysis
As at As at
31 March 2025 31 March 2024
£'000 £'000
Sterling 25,307 28,670
Euro 4,065 1,309
US Dollar 12,827 5,647
42,199 35,626
The Directors believe that the carrying value of trade and other receivables
represents their fair value. Trade and other receivables are considered past
due once they have passed their contracted due date. Trade and other
receivables are assessed for impairment based upon the expected credit loss
model.
The movement in provisions for impairment are shown below:
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Balance at the beginning of the year 262 189
Charged to the statement of comprehensive income 77 181
Utilisation of provision (70) (108)
Balance at the end of the year 269 262
The Group's customer base is predominantly made up of high-quality
organisations with a high credit rating. In order to manage credit risk, the
Directors set limits for customers based on a combination of payment history
and third-party credit references. Credit limits are reviewed on a regular
basis in conjunction with debt ageing and collection history. The maturity
analysis of trade receivables from invoice date is analysed below.
Ageing of trade receivables
31 March 2025 Current 31 - 60 days 61 - 90 days 90 days + Total
Expected loss rate 0% 0% 0% 48%
Gross trade receivables 16,752 8,234 1,216 562 26,764
Loss allowance - - - (269) (269)
Net trade receivables 16,752 8,234 1,216 293 26,495
31 March 2024 Current 31 - 60 days 61 - 90 days 90 days + Total
Expected loss rate 0% 0% 0% 61%
Gross trade receivables 14,238 13,170 1,208 349 28,965
Loss allowance - - - (262) (262)
Net trade receivables 14,238 13,170 1,208 87 28,703
In determining the recoverability of a trade receivable, the Group considers
any change in the credit quality of the trade receivable from the date credit
was initially granted up to the reporting date, taking into account the extent
of credit insurance held on the receivable. The Group uses IFRS 9's simplified
approach to measure the loss allowance at an amount equal to lifetime expected
credit losses for trade receivables. The concentration of credit risk is
limited due to the customer base being large and unrelated. Accordingly, the
Directors believe that no further credit provision is required in excess of
the provision for impairment of receivables.
Details on the Group's credit risk management policies are shown in note 23.
The Group does not hold any collateral as security for its trade and other
receivables.
18. Cash and cash equivalents
As at As at
31 March 31 March 2024
2025
£'000 £'000
Cash and cash equivalents 3,182 11,631
Currency analysis
As at As at
31 March 2025 31 March 2024
£'000 £'000
Sterling 1,834 10,119
Euro 1,348 1,421
US Dollar - 91
3,182 11,631
19. Trade and other payables
As at As at
31 March 2025 31 March 2024
£'000 £'000
Trade payables 15,461 9,676
Accruals 13,305 10,673
Amounts owed to related parties 86 -
Deferred income 92 -
Other creditors 957 525
Other tax and social security 3,783 6,427
Directors loan account 2 2
33,686 27,303
Currency analysis
As at As at
31 March 2025 31 March 2024
£'000 £'000
Sterling 30,810 25,702
Euro 1,519 1,337
US Dollar 1,357 264
33,686 27,303
Trade payables principally consist of amounts outstanding for trade purchases
and ongoing costs. They are non-interest bearing and are normally settled on
30 to 60 day terms. The majority of supplier obligations are settled within 30
days from date of invoice.
The Directors consider that the carrying value of trade and other payables
approximates their fair value. Supreme PLC has financial risk management
policies in place to ensure that all payables are paid within the credit
timeframe, and no interest has been charged by any suppliers as a result of
late payment of invoices during the period.
20. Borrowings
As at As at
31 March 2025 31 March 2024
£'000 £'000
Current
Asset based lending creditor 1,999 -
Lease liabilities (note 21) 1,343 1,268
3,342 1,268
Non-current
Lease liabilities (note 21) 12,104 13,449
12,104 13,449
Total borrowings 15,446 14,717
The earliest that the lenders of the above borrowings require repayment is as
follows:
As at As at
31 March 2025 31 March 2024
£'000 £'000
In less than one year 3,342 1,268
Between two and five years 3,802 7,095
In more than five years 8,302 6,354
15,446 14,717
These amounts when presented gross on an undiscounted basis are as follows:
As at As at
31 March 2025 31 March 2024
£'000 £'000
In less than one year 4,189 2,189
Between two and five years 6,109 6,867
In more than five years 10,385 11,725
20,683 20,781
Management consider that the carrying value of borrowings approximate fair
value of the instrument.
Until 31 March 2025 the Group was funded by revolving credit facility ("RCF")
of £25 million provided by HSBC that is secured by way of a fixed and
floating charge over all assets with a further £10 million (Accordion)
facility pre-agreed and available on request. Interest was charged at a margin
of 2.3% over SONIA for all drawn amounts and 35% of the margin for undrawn
amounts. The facility was for three years and expired 31 March 2025. There
were two principal covenants attached to the RCF and these were tested
quarterly. In addition, the Group had an invoice discounting facility
totalling £20m secured by an assignment of, and fixed charge over the trade
debtors and inventory of Supreme Imports Limited.
On 28 March 2025 the Group entered into an Asset Based Lending Arrangement
with HSBC of £40 million which is secured by an assignment of, and fixed
charge over the trade debtors and inventory of Supreme Imports Limited.
Interest is charged at a rate of 1.75% over SONIA on drawn amounts. There is
no interest charged on undrawn amounts. The facility was drawn as at the 31
March 2025 by £2 million.
Therefore, undrawn but committed facilities at 31 March 2025 were £38
million. At 31 March 2024 the undrawn facilities were £35 million for the
RCF and £20 million for the invoice discounting facility.
Net cash disclosure
As at As at
31 March 2025 31 March 2024
£'000 £'000
Cash and cash equivalents 3,182 11,631
Total borrowings (15,446) (14,717)
Net cash position (12,264) (3,086)
Net debt analysis
Cash flows Non-cash movements
Net debt as at 1 April 2023 Payments Drawdowns Interest payments Facility fees paid New leases Foreign exchange adjustments Interest expense Movement on loan costs Non current to current movement Net debt as at 31 March 2024
RCF - non current (4,307) 9,918 (5,500) 559 - - - (602) (68) - -
Leases - current (719) 1,062 - 76 - (7) - (76) - (1,604) (1,268)
Leases - non current (14,293) - - 63 - (18) - (805) - 1,604 (13,449)
Sub-total (19,319) 10,980 (5,500) 698 - (25) - (1,483) (68) - (14,717)
Cash and cash equivalents 7,536 4,162 - - - - (67) - - - 11,631
Total (11,783) 15,142 (5,500) 698 - (25) (67) (1,483) (68) - (3,086)
Cash flows Non-cash movements
Net debt as at 1 April 2024 Payments Drawdowns Interest payments Facility fees paid New leases Foreign exchange adjustments Interest expense Movement on loan costs Non current to current movement Net debt as at 31 March 2025
ABL facility - 1,277 (3,276) - 150 - - - (150) - (1,999)
Leases - current (1,268) 1,382 - 83 - (53) - (83) - (1,404) (1,343)
Leases - non current (13,449) - - 752 - (60) - (752) 1 1,404 (12,104)
Sub-total (14,717) 2,659 (3,276) 835 150 (113) - (835) (149) - (15,446)
Cash and cash equivalents 11,631 (8,384) - - - - (65) - - - 3,182
Total (3,086) (5,725) (3,276) 835 150 (113) (65) (835) (149) - (12,264)
21. Leases
The Group leases buildings and cars. Rental contracts are typically made for
fixed periods of 3 to 15 years. There are no judgements over the length of the
lease term for any of the Group's leases. There are no variable lease payments
in any of the Group's leases.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases of the Group, the incremental borrowing rate is used, being the
rate that the Group would have to pay to borrow the funds necessary to obtain
an asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
Amounts recognised in the Statement of Financial Position
The balance sheet shows the following amounts relating to leases:
Right-of-use assets £'000
At 1 April 2023 15,577
Additions 25
Depreciation charge for the year (1,685)
At 31 March 2024 13,917
Additions 113
Derecognised (534)
Depreciation charge for the year (1,425)
At 31 March 2025 12,071
The net book value of the right of use assets is made up as follows:
As at As at
31 March 2025 31 March 2024
£'000 £'000
Buildings 11,976 13,899
Cars 95 18
12,071 13,917
Lease liabilities As at As at
31 March 2025 31 March 2024
£'000 £'000
Maturity analysis - contractual undiscounted cash flows
Less than one year 2,190 2,189
More than one year, less than two years 1,746 2,129
More than two years, less than three years 1,683 1,715
More than three years, less than four years 1,340 1,683
More than four years, less than five years 1,340 1,340
More than five years 10,385 11,725
Total undiscounted lease liabilities at year end 18,684 20,781
Finance costs (5,237) (6,064)
Total discounted lease liabilities at year end 13,447 14,717
Lease liabilities included in the statement of financial position
Current 1,343 1,268
Non-current 12,104 13,449
13,447 14,717
Lease receivables As at As at
31 March 2025 31 March 2024
£'000 £'000
Maturity analysis - contractual undiscounted cash flows
Less than one year 347 -
Total undiscounted lease receivable at year end 347 -
Finance costs (9) -
Total discounted lease receivable at year end 338 -
Lease receivable included in the statement of financial position
Current 338 -
338 -
Amounts recognised in the Consolidated Statement of Comprehensive Income
The Consolidated Statement of Comprehensive Income shows the following amounts
relating to leases:
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Depreciation charge - Buildings 1,389 1,677
Depreciation charge - Cars 36 8
1,425 1,685
Interest income (within finance income) 16 -
Interest expense (within finance expense) 863 881
There are no restrictions or covenants imposed by leases and there have been
no sale and leaseback transactions.
Any expense for short-term and low-value leases is not material and has not
been presented.
22. Provisions
As at As at
31 March 2025 31 March 2024
£'000 £'000
Dilapidations provision related to right-of-use assets
At 1 April 801 775
Release (349) -
Unwind of discounting 28 26
At 31 March 480 801
Provisions included in the statement of financial position
Current - 349
Non-current 480 452
480 801
23. Financial instruments
The Group is exposed to the risks that arise from its financial instruments.
The policies for managing those risks and the methods to measure them are
described in note 2. Further quantitative information in respect of these
risks is presented below and throughout these Group financial statements.
23.1 Capital risk management
The Group's objectives when managing capital are to:
• safeguard their ability to continue as a going concern, so that
they can continue to provide returns for shareholders and benefits for other
stakeholders; and
• maintain an optimal capital structure to reduce the cost of
capital.
In order to maintain or adjust the capital structure, the Group might adjust
the amount of dividends paid to shareholders, return capital to shareholders
or issue new shares.
The Group does not monitor capital on a formal basis. However, the Group
ensures that it operates within the requirements of its financing covenants,
which are designed to ensure that sufficient capital is maintained. These
covenants are outlined below and the Group consistently meets these
requirements. Regular reviews of financial performance and position are
conducted by management to ensure ongoing compliance with these covenants and
to maintain financial flexibility.
Financing covenants
The revolving credit facility held by the Group expired on 31 March 2025
(2024: undrawn). During the three year period it was in place the Group was
required to comply with the following covenants at the end of each quarter:
• Interest cover - EBITDA to Net Finance Charges will not be less
than 4.0:1.
• Leverage - Total Net Debt (RCF, IF & Trade drawings less cash)
to EBITDA will not exceed 2.5:1.
On 28 March 2025 the Group entered into an Asset Based Lending Arrangement
with HSBC. The following operational KPIs apply to this facility:
· Receivables related:
o Debt turn will not exceed the number of days specified as per the Debt
Turn Covenant; and
o The aggregate value of Dilutions expressed as a percentage of Debts
notified during the immediately preceding period of 60 days will not exceed
the dilution percentage.
· Inventory related:
o Inventory turn will not exceed the number of days specified as per the
Inventory Turn Covenant.
The Group has complied with all covenants in place throughout the reporting
period. There are no indications that the entity may have difficulties
complying with the operational KPIs in the next two financial years.
23.2 Market risk
Competitive pressures remain a principal risk for the Group. The risk is
managed through focus on quality of product and service levels, coupled with
continuous development of new products to offer uniqueness to the customer.
Furthermore, the Group's focus on offering its customers a branded product
range provides some protection to its competitive position in the market.
Stock obsolescence risk is managed through closely monitoring slow moving
lines and prompt action to manage such lines through the various distribution
channels available to the Group.
In addition, the Group's operations expose it to a variety of financial risks
that include price risk, credit risk, liquidity risk, foreign currency risk
and interest rate cash flow risk. The Group has in place a risk management
programme that seeks to limit the adverse effects on the financial performance
of the Group by regularly monitoring the financial risks referred to above.
Given the size of the Group, the Directors have not delegated the
responsibility of monitoring financial risk management to a sub-committee of
the board. The policies set by the Board are implemented by the Group's
finance department.
23.3 Credit risk
The Group's sales are primarily made with credit terms of between 0 and 60
days, exposing the Group to the risk of non-payment by customers. The Group
has implemented policies that require appropriate credit checks on potential
customers before sales are made. The amount of exposure to any individual
counterparty is subject to a limit, which is reassessed regularly by the
board. In addition, the Group maintains a suitable level of credit insurance
against selected customers. The maximum exposure to credit risk is £5,000 per
individual customer that is covered by the policy, being the insurance excess.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables.
Expected losses are based on the Group's historical credit losses, adjusted
for current and forward-looking information on macroeconomic factors affecting
the Group's customers. The Group's B2B historic credit losses have been
minimal on the back of strong credit control, in addition to the insurance
cover in place. This results in an immaterial expected credit loss being
provided for.
An analysis of past due but not impaired trade receivables is given in note
17.
23.4 Liquidity risk management
The Group is funded by external banking facilities provided by HSBC that are
designed to ensure the Group has sufficient available funds for operations and
planned expansions. This is monitored on a monthly basis, including
re-forecasts of the borrowings required.
23.5 Foreign currency risk management
The Group's activities expose it to the financial risks of changes in foreign
currency exchange rates. The Group's exposure to foreign currency risk is
partially hedged by virtue of invoicing a proportion of its turnover in US
Dollars. When necessary, the Group uses foreign exchange forward contracts to
further mitigate this exposure.
The following is a note of the assets and liabilities denominated at each
period end in US dollars:
As at As at
31 March 2025 31 March 2024
£'000 £'000
Trade receivables 461 498
Cash and cash equivalents - 91
Trade payables (1,336) (181)
(875) 408
The effect of a 20 percent strengthening of Pound Sterling at 31 March 2025 on
the foreign denominated financial instruments carried at that date would, all
variables held constant, have resulted in a decrease to total comprehensive
income for the year and a decrease to net assets of £146,000 (2024: decrease
of £68,000). A 20 percent weakening of the exchange rate on the same basis,
would have resulted in an increase to total comprehensive income and an
increase to net assets of £219,000 (2024: increase of £102,000).
The following is a note of the assets and liabilities denominated at each
period end in Euros:
As at As at
31 March 2025 31 March 2024
£'000 £'000
Trade receivables 2,667 1,215
Cash and cash equivalents 1,348 1,421
Trade payables (1,029) (771)
2,986 1,865
The effect of a 20 percent strengthening of Pound Sterling at 31 March 2025 on
the foreign denominated financial instruments carried at that date would, all
variables held constant, have resulted in a decrease to total comprehensive
income for the year and a decrease to net assets of £498,000 (2024: decrease
of £311,000). A 20 percent weakening of the exchange rate on the same basis,
would have resulted in an increase to total comprehensive income and an
increase in net assets of £746,000 (2024: increase of £466,000).
Forward contracts
The Group mitigates the exchange rate risk for certain foreign currency
creditors by entering into forward currency contracts. The Group's forex
policy is to purchase forward contracts to mitigate changes in spot rates,
based on the timing of purchases to be made. Management forecast the timing of
purchases and make assumptions relating to the exchange rate at which the
Group costs its products and take out forward contracts to mitigate
fluctuations to an acceptable level. At 31 March 2025, the outstanding
contracts mature between 1 and 12 months of the year end, (2024: 1 and 12
months). At 31 March 2025 the Group was committed to buy $50,672,000 (2024:
$30,000,000) in the next financial year.
The forward currency contracts are measured at fair value using the relevant
exchange rates for GBP:USD and GBP:EUR. The fair value of the contracts at 31
March 2025 is a liability of £131,000 (2024: liability of £52,000). During
the year ended 31 March 2025, a loss of £79,000 (2024: gain of £600,000) was
recognised in Adjusted items for changes in the fair value of the forward
foreign currency contracts.
Forward currency contracts are valued using level 2 inputs. The valuations are
calculated using the year end exchange rates for the relevant currencies which
are observable quoted values at the year-end dates. Valuations are determined
using the hypothetical derivative method which values the contracts based on
the changes in the future cashflows based on the change in value of the
underlying derivative.
23.6 Interest rate cash flow risk
The Group's interest-bearing liabilities relate to its variable rate banking
facilities. The Group has a policy of keeping the rates associated with
funding under review in order to react to any adverse changes in the
marketplace that would impact on the interest rates in place. As the facility
was unused for the entirety of the year, no interest on utilisation was
charged, and therefore the effect of a 1% increase in interest rates would
have resulted in no impact (2024: decrease in net assets of £61,000).
The Group entered into a new Asset Based Lending Agreement on 28 March 2025.
As the facility was only in place for 3 days of the financial year, the impact
of a increase in interest rate has not been disclosed as it would have been
negligent.
23.7 Price risk
The Group's profitability is affected by price fluctuations in the sourcing of
its products. The Group continually monitors the price and availability of
materials but the costs of managing the exposure to price risk exceed any
potential benefits given the extensive range of products and suppliers. The
Directors will revisit the appropriateness of this policy should the Group's
operations change in size or nature.
23.8 Maturity of financial assets and liabilities
All of the Group's non-derivative financial liabilities and its financial
assets at the reporting date are either payable or receivable within one year,
except for borrowings as disclosed in note 20.
23.9 Summary of financial assets and liabilities by category
The carrying amount of financial assets and liabilities recognised may also be
categorised as follows:
As at As at
31 March 2025 31 March 2024
£'000 £'000
Financial assets
Financial assets measured at amortised cost
Trade and other receivables 39,232 34,080
Right-of-use receivables 338 -
Cash and cash equivalents 3,182 11,631
42,752 45,711
Financial liabilities
Financial liabilities measured at amortised cost
Non-current:
Borrowings (12,104) (13,449)
Current:
Borrowings (1,343) (1,268)
Trade payables (15,461) (9,676)
Amounts owed to related parties (86) -
Invoice financing facility (1,999) -
Directors loan account (2) (2)
Other creditors (957) (525)
Accruals (13,305) (10,673)
(45,257) (35,593)
Financial liabilities measured at fair value through profit and loss
Forward contracts (131) (52)
(131) (52)
Net financial (liabilities) / assets (2,636) 10,066
24. Share capital and reserves
Share capital and share premium
Equity instruments issued by the Company are recognised at the proceeds
received, net of direct issue costs. The excess of proceeds of a share issue
over the nominal value is presented within share premium.
Number of shares authorised and in issue
Ordinary £0.10
No. £
At 1 April 2023 117,316,042 11,731,604
Issued 27,961 2,796
Cancelled (828,000) (82,800)
At 31 March 2024 116,516,003 11,651,600
Issued 796,716 79,672
At 31 March 2025 117,312,719 11,731,272
Ordinary £0.10 shares issued in the year
Date Number of shares Subscription price Share capital Share premium Total cost
18 June 2024 73,715 £0.3837 £7,372 £20,913 £28,285
8 August 2024 21,315 £1.5200 £2,132 £30,267 £32,399
4 December 2024 30,503 £0.3837 £3,050 £8,654 £11,704
6 January 2025 5,084 £0.3837 £508 £1,442 £1,950
3 February 2025 666,099 £0.3837 £66,610 £188,972 £255,582
Total 796,716 n/a £79,672 £250,248 £329,920
Dividends
Dividends of £5,831,000 (2024: £4,341,000) were declared and paid in the
year; a final dividend in respect of 2024 of £0.032 per share (2024: £0.022
per share) and an interim dividend in respect of 2025 of £0.018 per share
(2024: £0.015 per share).
Merger reserve
The merger reserve arose on a past business combination of entities that were
under common control. The merger reserve is the difference between the cost of
investment and the nominal value of the share capital acquired.
Share-based payments reserve
The share-based payments reserve represents the cumulative impact of the
share-based payments charge.
Retained earnings
Retained earnings includes all current and prior period retained profits and
losses, including foreign currency translation differences arising from the
translation of financial statements of the Company's foreign entities.
All transactions with owners of the parent are recorded separately within
equity.
25. Share based payments
The Group operates a number of share incentive arrangements as set out below.
The Supreme plc Enterprise Management Incentive Scheme ("the EMI Scheme")
On 14 September 2018, the Group implemented an Enterprise Management Incentive
Scheme. This was granted to employees to acquire shares in the Company for a
number of ordinary shares of 10p each at the exercise price at the option of
the employee. The exercise of these options was originally subject to the
occurrence of a relevant event (a disposal or a listing) in accordance with
the EMI Scheme rules, but this condition was satisfied by the 2021 listing of
the Company. These options will expire 10 years from grant date. A second
scheme was implemented alongside the EMI scheme ('2018 unapproved scheme') for
one employee who was eligible for more options that the EMI scheme rules
allowed for. All conditions of this scheme were the same as the EMI Scheme.
These options were fairly valued upon a valuation of the entity that had been
performed by an independent expert.
2018 EMI scheme Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £0.38 589,680 £0.38 622,725
Lapsed £0.38 (2,542) £0.38 (5,084)
Granted - - - -
Exercised £0.38 (582,054) £0.38 (27,961)
At the end of the year £0.38 5,084 £0.38 589,680
The profit and loss expense that has been recognised in the current year in
respect of these awards is £nil (2024: £nil).
2018 unapproved scheme Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £0.38 193,347 £0.38 193,347
Lapsed - - - -
Granted - - - -
Exercised £0.38 (193,347) - -
At the end of the year - - £0.38 193,347
The profit and loss expense that has been recognised in the current year in
respect of these awards is £nil (2024: £nil).
The Supreme plc Sharesave Scheme 2021 ("the SAYE Scheme")
The Company established the SAYE Scheme on 26 January 2021. The SAYE Scheme
was open to all employees who had achieved the qualifying length of service at
the proposed date of grant (initially set at 3 months). Under the SAYE Scheme,
an individual who wishes to accept an invitation to apply form options to be
granted to him or her must take out a 3 or 5 year savings contract with an
approved savings body selected by the Company. The individual makes a fixed
monthly contribution over the life of the savings contract and on maturity
receives a tax-free bonus. The monthly contribution can be a minimum of £10
and a maximum of £500.
The price at which options may be exercised will be set by the Directors at
the date of grant and may be at a discount of up to a maximum of 20 per cent.
against the market value at the date of grant of the Shares over which they
are granted. The Option will generally be exercisable by the holder within
six-month period after the bonus becomes payable on his or her relevant
savings contract.
All employees of the Group (including executive directors) at 3 March
2021 were invited to participate in the SAYE Scheme. Employees were invited
to subscribe for options over the Company's ordinary shares of 10p each with
an exercise price of 152p, which represents a 20% discount to the closing
middle market price of 190p per Share ("Options") on 2 March 2021, being the
trading day before the invitation for employees to participate was made. Other
than in the case of a takeover or demerger or similar event, an option will
generally be exercisable by the holder in relation to the SAYE Scheme within
the 6-month period after the bonus becomes payable on his or her relevant
savings contract. Any option not so exercised will lapse. There are no
conditions of exercise in relation to options granted under the SAYE Scheme.
2021 SAYE scheme Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £1.52 147,780 £1.52 195,167
Lapsed £1.52 (126,465) £1.52 (47,387)
Granted - - - -
Exercised £1.52 (21,315) - -
At the end of the year - - £1.52 147,780
The profit and loss expense that has been recognised in the current year in
respect of these awards is £2,000 (2024: £34,000)
The Supreme plc Company Share Option Plan 2021 ("the CSOP Scheme")
The Company established the CSOP Scheme on 26 January 2021. Grants under the
CSOP Scheme may be made by the Company as subscription Options or, with the
consent of the Remuneration Committee, by an existing shareholder over shares
already issued.
Under the CSOP Scheme certain eligible employees have been granted options to
subscribe for ordinary shares in the Company of 10p each with an exercise
price of 174 pence per ordinary share equal to the closing middle market
price on 15 February 2021. The options were granted on 16 February 2021 and
may be exercisable by the holder at any time between the third and tenth
anniversaries of the date of the grant. Upon exercise, the relevant Shares
will be allotted. A number of employees have been granted additional options
on the same basis under the Unapproved Scheme detailed below to the extent
that the total number of options granted to them exceeded the maximum number
permitted to be granted under the CSOP Scheme by HMRC rules.
23 employees were granted options under the CSOP over a total of 206,886
shares and 4 employees have been granted options under the Unapproved Scheme
over a total of 94,825 Shares, being in aggregate 301,711 shares. By 31 March
2025, a total of 103,442 options had lapsed and 198,269 remained under option.
Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
2021 CSOP
At the start of the year £1.74 149,418 £1.74 181,026
Lapsed £1.74 (5,745) £1.74 (31,608)
Granted - - - -
Exercised - - - -
At the end of the year £1.74 143,673 £1.74 149,418
2021 unapproved scheme Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £1.74 54,596 £1.74 54,596
Lapsed - - - -
Granted - - - -
Exercised - - - -
At the end of the year £1.74 54,596 £1.74 54,596
The profit and loss expense that has been recognised in the current year in
respect of these awards is £nil (2024: credit of £2,600).
The Supreme plc Unapproved Share Option Scheme 2021 ("the Unapproved Scheme")
The Company established the Unapproved Scheme on 26 January 2021. Grants under
the CSOP Scheme may be made by the Company as subscription Options or, with
the consent of the Remuneration Committee, by an existing shareholder over
shares already issued.
As described in the Directors' Remuneration Report, on 9 March 2021 the
Company awarded the following options to the executive directors under the
Unapproved Scheme.
Options to subscribe for a total of 5,825,000 Shares at nominal value were
granted to the CEO in two equal tranches. Each tranche of options will be
subject to a performance condition which must be wholly satisfied for the
relevant option to be exercisable. The performance condition for the first
tranche of options is that total shareholder return per Share ("TSR") from
Admission until the third anniversary of Admission is at least 100 per cent.
of the placing price of 134 pence as at Admission (the "Placing Price"). The
performance condition for the second tranche of options is that the TSR from
Admission until the fifth anniversary of Admission is at least 200 per cent.
of the Placing Price.
Options to subscribe for up to 111,940 Shares at nominal value were granted to
the CFO in the year ended 31 March 2022. The options are subject to a
performance condition requiring an average annual TSR of 7.5 per cent. to
become exercisable in part and an annual average TSR of 10 per cent. to become
fully exercisable, in each case measured over a period of 3 years from
Admission as against the Placing Price.
Options to subscribe for a further 174,650 shares at nominal value were
granted to the CFO during the year ended 31 March 2024. These options are
subject to performance conditions. 50% of the options require an average
annual TSR of 7.5% to become exercisable in part and an annual average of TSR
of 10% to become fully exercisable measured over a 3-year period. The
remaining 50% of options are linked to an EPS performance target where a
threshold of 33.7p by the end of a 3-year period is required in order for the
options to become exercisable and 41.1p in order for the options to be fully
exercisable.
2021 3-year CEO award Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year - - £0.00 2,912,500
Lapsed - - £0.00 (2,912,500)
Granted - - - -
Exercised - - - -
At the end of the year - - - -
2021 5-year CEO award Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £0.00 2,912,500 £0.00 2,912,500
Lapsed - - - -
Granted - - - -
Exercised - - - -
At the end of the year £0.00 2,912,500 £0.00 2,912,500
2021 CFO award Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year - - £0.00 111,940
Lapsed - - £0.00 (111,940)
Granted - - - -
Exercised - - - -
At the end of the year - - - -
2022 Senior management awards (TSR) Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £0.00 87,325 £0.00 87,325
Lapsed - - - -
Granted - - - -
Exercised - - - -
At the end of the year £0.00 87,325 £0.00 87,325
2022 Senior management awards (EPS) Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £0.00 87,325 £0.00 87,325
Lapsed - - - -
Granted - - - -
Exercised - - - -
At the end of the year £0.00 87,325 £0.00 87,325
2023 Senior management £nil cost awards (TSR) Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £0.00 108,011 - -
Lapsed - - - -
Granted - - £0.00 108,011
Exercised - - - -
At the end of the year £0.00 108,011 £0.00 108,011
2023 Senior management £nil cost awards (EPS) Weighted average exercise price 2025 £ 2025 Weighted average exercise price 2024 £ 2024
No.
No.
At the start of the year £0.00 108,011 - -
Lapsed - - - -
Granted - - £0.00 108,011
Exercised - - - -
At the end of the year £0.00 108,011 £0.00 108,011
The profit and loss expense that has been recognised in the current year in
respect of the Unapproved Scheme is £435,000 (2024: £1,046,000).
The vesting of most of these awards is subject to the Group achieving certain
performance targets under the Unapproved Scheme, measured over a three or five
year period, as set out in the Remuneration Report. The options will vest
depending on achievement of the Group's absolute total shareholder return
("TSR") as follows:
The awards under the CSOP Scheme and Unapproved Scheme to employees other than
as noted above are not subject to performance conditions and vest subject to
continued employment only.
In respect of the CFO and CFO awards, the fair value at grant date is
independently determined using a Monte Carlo simulation model which calculates
a fair value based on a large number of randomly generated projections of the
Company's future share prices. In respect of the CSOP and Unapproved Schemes,
the fair value at grant date has been determined using a Black-Scholes model
that takes into account the exercise price, the term of the option, the share
price at grant date and expected price volatility of the underlying share, and
the risk-free interest rate for the term of the option as shown overleaf:
Grant date Share price at grant date (pence) Exercise price (pence) Expected volatility (%) Projection period (yrs) Expected lift (yrs) Expected dividend yield (%) Risk free interest rate (%) Fair value per award (pence)
2018 unapproved schemes 4 Jan 2021 134p 38.38p 45% 2.65 3 5.94% -0.09% 71p
2021 CSOP 16 Feb 21 176p 174p 45% n/a 3 4.10% 0.34% 50p
2021 unapproved schemes 16 Feb 21 176p 174p 45% n/a 3 4.10% 0.34% 50p
2021 3 year CEO award 9 Mar 21 185p nil 45% 2.89 3 3.90% 0.12% 74p
2021 5 year CEO award 9 Mar 21 185p nil 45% 0.89 5 3.90% 0.31% 59p
2021 CFO 9 Mar 21 185p nil 45% 2.89 3 3.90% 0.12% 109p
2021 SAYE 18 Mar 21 190p 154p 55% 3.16 3 3.79% 0.14% 59p
2022 Senior management £nil cost awards (TSR) 5 Aug 21 101p 0p 55% 2.65 3 5.94% 1.92% 31p
2022 Senior management £nil cost awards (EPS) 5 Aug 21 101p 0p 55% n/a 3 5.94% 1.92% 75p
2023 Senior management £nil cost awards (TSR) 30 Nov 23 124p 0p 53% 2.33 3 2.98% 4.30% 79p
2023 Senior management £nil cost awards (EPS) 30 Nov 23 124p 0p 53% n/a 3 2.98% 4.30% 105p
The expected volatility has been estimated based upon the historical
volatility of the FTSE AIM Retailers and Personal & Household goods sub
sectors.
No awards are exercisable at the end of the year. The charge for share-based
payments in the year was £498,000 (2024: £1,226,000) which is included
within Adjusted items. Of this, £61,000 (2024: £148,000) related to
Employers National Insurance Contributions and £437,000 (2024: £1,078,000)
related to the share-based payments charge.
26. Ultimate controlling party
The Directors consider the ultimate controlling party to be S Chadha and his
concert party.
27. Other financial commitments
See note 23.5 for details of the financial commitments under US dollar forward
exchange contracts.
28. Related party transactions
28.1 Remuneration of key personnel
Remuneration of key management personnel, considered to be the Directors of
the Company and members of the senior management team is as follows:
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Short-term employee benefits 1,685 1,793
Social security costs 362 254
Employee share schemes 475 1,184
Post-employment benefits 15 9
Total compensation 2,537 3,240
28.2 Transactions and balances with key personnel
As at As at
31 March 2025 31 March 2024
£'000 £'000
Loan balances with Directors:
Balance outstanding from director (2) (2)
28.3 Transactions and balances with related companies and businesses
Year Ended Year Ended
31 March 2025 31 March 2024
£'000 £'000
Transactions with related companies:
Rent paid to SC8 Limited 374 365
SC8 Limited is owned entirely by Sandy Chadha, a director of Supreme PLC. On 5
May 2023 a new lease was signed between SC8 Limited and Supreme Imports Ltd
for a term of 5 years from 16 March 2023. Rent to be paid to SC8 Limited in
respect of Beacon Road (one of Supreme's manufacturing sites) will be
£374,000 per annum (plus VAT) and will continue to be disclosed as a
transaction with related parties.
There are no year end balances due to any related company.
The above companies are related due to common control and Directors.
29. Business combinations
Acquisition of Acorn Topco Limited
On 21 June 2024 Supreme Imports Limited acquired the entire share capital of
Acorn Topco Limited, the parent company of Clearly Drinks Limited, a
long-established and well-known UK manufacturer and brand owners of
specialised canned and bottled at source spring water and soft drinks for a
net consideration of £15,571,000.
Recognised amounts of identifiable assets acquired and liabilities assumed
Book value Fair value adjustment Fair value
£'000 £'000 £'000
Fixed assets
Other intangible assets - 2,900 2,900
Property, plant and equipment 9,272 3,204 12,476
9,272 6,104 15,376
Current assets
Inventory 1,267 - 1,267
Debtors due within one year 3,065 - 3,065
Cash at bank and in hand 670 - 670
5,002 - 5,002
Total assets 14,274 6,104 20,378
Creditors
Trade and other payables (3,750) - (3,750)
Deferred tax (706) (1,526) (2,232)
(4,456) (1,526) (5,982)
Total identifiable net assets 9,818 4,578 14,396
Goodwill 1,845
Total purchase consideration 16,241
Consideration
Cash 16,241
Total purchase consideration 16,241
Cash outflow on acquisition
Purchase consideration settled in cash, as above 16,241
Less: cash and cash equivalents acquired (670)
Net cash outflow on acquisition 15,571
Following a purchase price allocation exercise the company identified further
acquired intangible assets. The fair value adjustments reflect the recognition
of Customer Relationships of £1,000,000, Brands of £1,000,000 and Trade name
of £900,000. The additional consideration paid over the fair value of the net
assets acquired is recognised as goodwill. Deferred tax of £1,526,000 was
recognised on the acquired assets.
The goodwill of £1,845,000 represents cross selling opportunities and
operating efficiencies.
The revenue from the Group headed by Acorn Topco Limited included in the
Consolidated Statement of Comprehensive Income for 2025 was £19m and the
Group also incurred a profit after tax of £0.8m over the same period. Had the
acquisition occurred on 1 January 2024, consolidated revenue and gross profit
would have increased by £11m and £3.1m respectively.
Acquisition costs of £89,000 arose as a result of this transaction. These
have been recognised as part of administrative expenses in the Statement of
Comprehensive Income, and are detailed in note 7.
Acquisition of trade and assets of Typhoo Tea Limited
On 29 November 2024 Supreme Imports Limited acquired the trade and certain
assets of Typhoo Tea Limited, a long-established and well-known British tea
brand, for a total cash consideration of £10,200,000 out of administration.
Recognised amounts of identifiable assets acquired and liabilities assumed
Book value Fair value adjustment Fair value
£'000 £'000 £'000
Fixed assets
Other intangible assets - 5,050 5,050
Property, plant and equipment 1,436 20 1,456
1,436 5,070 6,506
Current assets
Inventory 5,883 817 6,700
Debtors due within one year 1,997 (840) 1,157
7,880 (23) 7,857
Total assets 9,316 5,047 14,363
Total identifiable net assets 9,316 5,047 14,363
Goodwill (4,163)
Total purchase consideration 10,200
Consideration
Cash 10,200
Total purchase consideration 10,200
Cash outflow on acquisition
Purchase consideration settled in cash, as above 10,200
Net cash outflow on acquisition 10,200
£'000
Goodwill identified (4,163)
Adjustment for supplier payments 1,222
Net gain on bargain purchase (2,941)
Following a purchase price allocation exercise the company identified further
acquired intangible assets. The fair value adjustments reflect the recognition
of Trademarks worth £5,050,000. The difference between the consideration paid
and the fair value of the net assets acquired is recognised as goodwill.
The negative goodwill of £4,163,000 represents a bargain purchase which
aligns with the distressed sale of the company, out of administration. The
business was charged £1,222,000 in ransom payments by key Typhoo suppliers.
These costs were deducted from the goodwill recognised to produce a net gain
on bargain purchase. This balance has been expensed to the income statement as
detailed in note 7 along with the associated tax treatment.
Acquisition costs of £941,000 arose as a result of this transaction. These
have been recognised as part of administrative expenses in the Statement of
Comprehensive Income and are detailed in note 7.
Acquisition of 51% of Renmo Trading S.L.
On 28 November 2024 Supreme Imports Limited acquired 51% interest in Renmo
Trading S.l., a company incorporated in Spain with a functional currency of
the Euro. The consideration of €1,530 was equivalent to £1,297 at the
acquisition exchange rate.
Recognised amounts of identifiable assets acquired and liabilities assumed
Book value Fair value adjustment Fair value
£'000 £'000 £'000
Current assets
Inventory 1,883 - 1,883
Debtors due within one year 1,426 - 1,426
Cash at bank and in hand 153 - 153
3,462 - 3,462
Total assets 3,462 - 3,462
Creditors
Trade and other payables (3,460) - (3,460)
(3,460) - (3,460)
Total identifiable net assets 2 - 2
Fair value of NCI (49%) (1)
Total purchase consideration 1
Consideration
Cash 1
Total purchase consideration 1
Cash inflow on acquisition
Purchase consideration settled in cash, as above 1
Less: cash and cash equivalents acquired (153)
Net cash inflow on acquisition (152)
The company had generated nil profits pre its acquisition by Supreme Imports
Limited. Following the acquisition the company generated revenues of £3.2m
and a profit after tax of £0.1m which is included in the Consolidated
Statement of Comprehensive Income.
30. Post balance date events
On 2 April 2025 the Group entered a 4 year lease arrangement for a site in
Gloucester which will be used for the manufacture of tea products. The
annual rental commitment will be £238,000 per annum.
Company Statement of Financial Position
as at 31 March 2025
As at As at
31 March 2025 31 March 2024
Note £'000 £'000
Fixed assets
Investments 6 26,170 26,150
26,170 26,150
Current assets
Debtors (of which £986,000 (2024: £607,000) is due after more than one year) 7 20,368 10,599
Cash at bank and in hand 14 3
20,382 10,602
Creditors: amounts falling due within one year 8 (525) (768)
Net current assets 19,857 9,834
Total assets less current liabilities 46,027 35,984
Net assets 46,027 35,984
Capital and reserves
Share capital 9 11,731 11,652
Share premium 9 7,685 7,435
Capital redemption reserve 83 83
Share-based payments reserve 4,385 3,948
Retained earnings 22,143 12,866
Total Equity 46,027 35,984
The Company has taken advantage of the exemption permitted by Section 408 of
the Companies Act 2006 not to produce its own profit and loss account. The
profit for the year dealt within the financial statements of the Company was
£15,108,000 (2024: £3,637,000).
Company Statement of Changes in Equity
for the Year Ended 31 March 2025
Share Capital Share premium Capital redemption reserve Share-based payments reserve Retained earnings Total
equity
£'000 £'000 £'000 £'000 £'000 £'000
As at 1 April 2023 11,732 7,427 - 2,729 14,570 36,458
Profit for the year - - - - 3,637 3,637
Total comprehensive income for the year - - - - 3,637 3,637
Transactions with shareholders:
Issue of shares 3 8 - - - 11
Share buy back - - - - (1,000) (1,000)
Cancellation of shares (83) - 83 - - -
Employee share schemes - value of employee services (note 11) - - - 1,078 - 1,078
Deferred tax on share-based payment charge (note 5) - - - 141 - 141
Dividends (note 9) - - - - (4,341) (4,341)
Total transactions with owners, recognised in equity (80) 8 83 1,219 (5,341) (4,111)
As at 31 March 2024 11,652 7,435 83 3,948 12,866 35,984
Profit for the year - - - - 15,108 15,108
Total comprehensive income for the year - - - - 15,108 15,108
Transactions with shareholders:
Issue of shares 79 250 - - - 329
Employee share schemes - value of employee services (note 11) - - - 437 - 437
Dividends (note 9) - - - - (5,831) (5,831)
Total transactions with owners, recognised in equity 79 250 - 437 (5,831) (5,065)
As at 31 March 2025 11,731 7,685 83 4,385 22,143 46,027
Notes to the Company financial statements
for the Year Ended 31 March 2025
1. General Information
Supreme PLC ("the Company") is a public company, limited by shares, registered
in England and Wales and domiciled in the UK, with company registration number
05844527. The principal activity is that of a holding company. The registered
office is 4 Beacon Road, Ashburton Park, Trafford Park, Manchester, M17 1AF.
2. Summary of material accounting policies
2.1 Reporting framework
The separate financial statements of the Company have been prepared in
accordance with Financial Reporting Standard 101, "Reduced Disclosure
Framework" ("FRS 101"), on the going concern basis under the historical cost
convention, and in accordance with the Companies Act 2006 as applicable to
companies reporting under FRS 101.
The financial information is presented in sterling and has been rounded to the
nearest thousand (£'000).
The principal accounting policies, which have been applied consistently to all
the years presented, are set out below.
2.2 Financial Reporting Standard 101 - reduced disclosure exemptions
The following exemptions from the requirements in IFRS have been applied in
the preparation of these financial statements:
· The requirement of IFRS 1, 'First-time adoption of International
Financial Reporting Standards', to present a statement of financial position
at the date of transition.
· IFRS 7, "Financial Instruments: Disclosures".
· Paragraphs 91 to 99 of IFRS 13, "Fair value measurement" (disclosure
of valuation techniques and inputs used for fair value measurements of assets
and liabilities).
· Paragraph 38 of IAS 1, "Presentation of financial statements" -
comparative information requirements in respect of:
i. Paragraph 79(a)(iv) of IAS 1;
ii. Paragraph 73 (e) of IAS 16, "Property, plant and equipment"; and
iii. Paragraph 118 (e) of IAS 38, "Intangible assets" (reconciliations
between the carrying amount at the beginning and end of the period).
· The following paragraphs of IAS 1, "Presentation of financial
statements":
iv. 10(d) (statement of cash flows);
v. 16 (statement of compliance with all IFRS);
vi. 38A (requirement of minimum of two primary statements, including cash
flow statements);
vii. 38B-D (additional comparative information);
viii. 111 (statement of cash flows information); and
ix. 134-136 (capital management disclosures).
· IAS 7, "Statement of cash flows".
· Paragraphs 30 and 31 of IAS 8, "Accounting policies, changes in
accounting estimates and errors" (requirement for the disclosure of
information when an entity has not applied a new IFRS that has been issued but
is not yet effective).
· Paragraph 17 of IAS 24, "Related party disclosures" (key management
compensation).
· The requirements in IAS 24, "Related party disclosures", to disclose
the related party transactions entered into between two or more members of a
Group.
· Paragraphs 130(f)(ii)(iii), 134(d)-(f) and 135(c)-(e) of IAS 36,
"Impairment of assets".
· Paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129
and the second sentence of paragraph 110 of IFRS 15.
This information is included in the consolidated financial statements found
earlier in this report.
2.3 Company profit and loss account
The Company has not presented its own profit and loss account as permitted by
Section 408 of the Companies Act 2006. The Company's profit after taxation for
the period was £15,108,000 (2024: £3,637,000). There are no material
differences between the profit after taxation in the current period and its
historical cost equivalent. Accordingly, no note of historical cost profits
and losses has been presented.
2.4 Going concern
In assessing the appropriateness of adopting the going concern basis in the
preparation of these financial statements, the Directors have prepared cash
flow forecasts and projections for the two-year period to 31 March 2027. These
forecasts and projections, which the Directors consider to be prudent, have
been sensitised by applying general reductions to revenue and profitability,
to consider downside risk and the impact these scenarios would have on the
Group's cashflows and liquidity and its ability to continue to operate and
trade.
· The Directors have performed a specific sensitivity in reference to
the recently imposed disposable vape ban in which a scenario where the revenue
currently attributable to disposable vapes fails to transition to an
alternative form of vaping has been assessed. The sensitivity confirmed that
without the sale of disposable vapes or a likely substitute product in its
place (and without altering the Group's overhead base), the remaining Supreme
Group would remain profitable and cash-generative and therefore this does not
pose a problem in respect of going concern.
· In addition to the specific sensitivity on the disposable vape ban,
the Directors have also overlaid further a potential downturn sensitivity by
assuming a 5% and then 20% reduction in revenue across all divisions of the
business (whilst maintaining the existing overhead base). Again, the business
remains profitable and cash generative.
· In fact, owing to the working capital unwind that occurs in the short
to medium term when sales reduce, the forecasts indicate that the Group's
revenue can fall by 75% (without any adjustment to overheads) before the Group
runs out of cash reserves in March 2027.
· Whilst the Group's debt facilities are priced at a variable rate
(SONIA + a margin) and will be in place until March 2028, the Group's current
positive leverage ratio (i.e. having a net cash positive position at the
balance sheet date), means that Supreme's exposure to any increases in
borrowing rates is limited. Should the Group increase its level of bank
borrowings during the forecast period (likely to be triggered by M&A) then
of course this increased cost of borrowing would impact the Group (albeit
expected to be offset by the incremental earnings generated by any M&A
target).
· Historically Supreme has been a net beneficiary in periods of
economic downturn, owing to the fact more than half of its revenue is derived
from the discount retail sector which typically trades buoyantly during these
periods (for prudence this has not been assumed in the forecast). The
inflationary cost increases (specifically over salary costs, energy and
transport) have been specifically factored into the cost base throughout for
the forecast period.
Based on these various scenarios, the Directors are satisfied that the Group
has adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in preparing the Group and Company financial statements.
2.5 Financial instruments
Financial assets and financial liabilities are recognised in the Company's
Statement of Financial Position when the Company becomes party to the
contractual provisions of the instrument. Financial assets are de-recognised
when the contractual rights to the cash flows from the financial asset expire
or when the contractual rights to those assets are transferred. Financial
liabilities are de-recognised when the obligation specified in the contract is
discharged, cancelled or expired.
2.6 Share-based payments
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to profit or loss over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each Statement of Financial Position
date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
The fair value of the award also takes into account non-vesting conditions.
These are either factors beyond the control of either party (such as a target
based on an index) or factors which are within the control of one or other of
the parties (such as the Group keeping the scheme open or the employee
maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the Statement of Comprehensive
Income over the remaining vesting period. Where equity instruments are granted
to persons other than employees, the Statement of Comprehensive Income is
charged with fair value of goods and services received. The value of the
awards made to the employees of the Company's subsidiaries are treated as an
increase in the cost of investment in the subsidiary, with the credit taken to
the share-based payments reserve.
3. Critical accounting estimates and judgements
In the preparation of the Company financial statements, the Directors, in
applying the accounting policies of the Company, make some judgements and
estimates that effect the reported amounts in the financial statements. The
following are the areas requiring the use of judgement and estimates that may
significantly impact the financial statements.
Accounting estimates
Information about estimates and assumptions that may have the most significant
effect on recognition and measurement of assets, liabilities, income and
expenses is provided below. Actual results may be substantially different.
3.1 Non-current asset impairment
The carrying value of the Company's investments in subsidiaries was
£26,170,000 at 31 March 2025. The Directors have performed an impairment
review by comparing the carrying value to the higher of the value-in-use and
fair value less costs to sell of the underlying assets. The value-in-use
calculations require the use of estimates in calculating the future cash
forecasts based upon management judgement. Future events could cause the
assumptions to change, therefore this could have an adverse effect on the
future results of the Company. The fair value less costs to sell calculations
include an element of judgement.
The estimates used in the impairment calculation are set out in note 12 to the
Group financial statements.
Accounting judgements
Judgements in applying accounting policies and key sources of estimation
uncertainty.
The following are the areas requiring the use of judgement that may
significantly impact the Company financial statements:
3.2 Non-current asset impairment
The calculation of fair value less costs to sell is based upon management's
judgement by reference to the Group's market capitalisation. Taking into
account movements in the share price the Directors consider there to be no
reasonably possible scenario in which the asset would be impaired. No
reasonable change in inputs would result in impairment.
4. Remuneration of Directors and auditors
Details of Directors' remuneration are shown in the Directors' Remuneration
Report of the Group financial statements, and note 8 of the Group financial
statements. Details of auditors' remuneration are shown in note 6 of the Group
financial statements. The Company has no employees.
5. Deferred tax
Deferred tax consists of the following temporary differences
As at As at
31 March 2025 31 March 2024
£'000 £'000
Share based payments 986 607
986 607
Movement in deferred tax in the year
As at As at
31 March 2025 31 March 2024
£'000 £'000
Balance at the beginning of the year 607 640
Credited/(debited) to profit or loss 379 (174)
Credited to reserves - 141
Balance at the end of the year 986 607
6. Investments
As at As at
31 March 2025 31 March 2024
£'000 £'000
Balance at the beginning of the year 26,150 26,112
Capital Contribution 20 38
Balance at the end of the year 26,170 26,150
The total value of capital contribution included in investments at 31 March
2025 totalled £583,000 (2004: £563,000).
At 31 March 2025, the Company directly owned 100% of the ordinary share
capital of the following subsidiaries, which are incorporated in England and
Wales unless stated:
Subsidiary Registered address Principal activity
Supreme Imports Limited(§) 4 Beacon Road, Ashburton Park, Trafford Park, Manchester M17 1AF Distribution of consumer goods
Provider Distribution Limited**(§) Unit 1 Rosewood Park, St James Road, Blackburn, Lancashire BB1 8ET Distribution of consumer goods
At 31 March 2025, the Company indirectly owned 100% of the ordinary share
capital of the following subsidiaries, which are incorporated in England and
Wales unless stated:
Subsidiary Registered address Principal activity
VN Labs Limited(§) 4 Beacon Road, Trafford Park, Manchester, England, M17 1AF Distribution of consumer goods
Battery Force Limited(§) Dormant
Supreme Health and Wellness Limited(§) Dormant
Sealions Supplements Limited(§) Dormant
Powerquick Limited(§) Holding company
Supreme 88 Limited(§) Holding company
Supreme Nominees Limited(§) Holding of shares as nominee
Holding Esser Affairs B.V. (§) Vanadiumweg 13, 3812 PX, Armersfoort, Netherlands Holding company
AGP Trading B.V. (§) Distribution of consumer goods
Vendek Limited(§) Unit C5, South City Business Park, Whitestown Way, Tallaght, Dublin 24, D24 Distribution of consumer goods
A993
Liberty Flights Holdings Limited(§) 4 Beacon Road, Trafford Park, Manchester, England, M17 1AF Holding company
Liberty Flights Limited(§) Distribution of consumer goods
Acorn Topco Limited Holding company
Acorn Bidco Limited Holding company
Clearly Drinks Group Limited Holding company
Clearly Drinks Properties Limited Holding company
Clearly Drinks Equipment Limited Holding company
Clearly Drinks Brands Limited Holding company
Clearly Drinks Limited Distribution of consumer goods
Speaking Water Trade Limited* Dormant
Speaking Water Group Limited* Dormant
The Powerful Water Co Limited* Dormant
Glengettie Tea Company Limited* Dormant
The London Herb & Spice Company Limited* Dormant
Mantunna Limited** Dormant
London Tea And Produce Company Limited** Dormant
Melroses Limited Dormant
The London Fruit & Herb Company Limited 4 Beacon Road, Trafford Park, Manchester, England, M17 1AF Dormant
Kardomah Limited Dormant
Red Mountain Coffee Company Limited Dormant
Ridgeways Limited 4 Beacon Road, Trafford Park, Manchester, England, M17 1AF Dormant
Heath & Heather Limited 4 Beacon Road, Trafford Park, Manchester, England, M17 1AF Dormant
(§ ) These entities were 100% owned in the year ended 31 March 2024.
* These entities are in the process of being struck off.
** These entities were struck off in the period following year end and before
the signing of the accounts.
In addition, the Company indirectly owns 51% of Renmo Trading S.L., a Company
incorporated in Spain with its registered address at Torrejón de Ardoz
(Madrid), Av. de la Constitución 228. See note 29 of the Group accounts for
further information.
The Directors believe that the carrying value of the investments is supported
by their underlying net assets.
Audit exemption statement
Under section 479A of the Companies Act 2006, the Group is claiming exemption
from audit for the subsidiary companies listed below.
The parent undertaking, Supreme PLC, guarantees all outstanding liabilities to
which the subsidiary company is subject at the end of the financial year. The
guarantee is enforceable against the parent undertaking by any person to whom
the subsidiary company is liable in respect of those liabilities.
Company number
Liberty Flights Holdings Limited 07137952
Liberty Flights Limited 07089691
Clearly Drinks Group Limited 09314974
Clearly Drinks Properties Limited 10076850
Clearly Drinks Equipment Limited 07750387
Clearly Drinks Brands Limited 08276521
7. Debtors
Amounts Held in Current Assets As at As at
31 March 2025 31 March 2024
£'000 £'000
Amounts owed by Group undertakings 19,382 9,992
Deferred Tax (note 5) 986 607
20,368 10,599
The Directors believe that the carrying value of trade and other receivables
represents their fair value. In determining the recoverability of trade
receivables, the Company considers any change in the credit quality of the
receivable from the date credit was granted up to the reporting date.
All the amounts owed by Group undertakings shown above are repayable on
demand. Historically, there have not been any incidents of credit losses on
intercompany balances.
The deferred tax asset of £986,000 (2024: £607,000) falls due in more than
one year.
8. Creditors: amounts falling due within one year
As at As at
31 March 2025 31 March 2024
£'000 £'000
Amounts owed to Group undertakings - 300
Other tax and social security 525 468
525 768
Amounts owed to Group undertakings were interest free and repayable on demand.
9. Share capital and reserves
Details of movements in share capital and reserves are set out in note 24 to
the Group financial statements.
10. Related party transactions
The Company has taken advantage of the exemption included in IAS 24 'Related
Party Disclosures' not to disclose details of transactions with Group
undertakings, on the grounds that it is the parent company of a Group whose
financial statements are publicly available.
Directors' transactions
Details of the Directors' interests in the ordinary share capital of the
Company are provided in the Directors' Remuneration Report.
11. Share based payments
The Company operates a number of share option arrangements for key executives
and employees, further details of which can be found in note 25 to the Group
financial statements. Further details of the arrangements for senior
executives can be found in the Directors' Remuneration Report in the Group
financial statements.
The Company recognised total expenses of £475,000 in respect of the
equity-settled share-based payment transactions in the year ended 31 March
2025 (2024: £1,184,000). This included £58,000 of Employers National
Insurance contributions (2024: £144,000). The additional charge to equity of
£20,000 (2024: £38,000) reflects the options granted to employees of Supreme
Imports Ltd and corresponds to the increase in the investment in the
subsidiary as shown in note 6.
12. Post balance date events
On 2 April 2025 Supreme Imports Limited, a wholly owned subsidiary, entered
into a new 4 year lease arrangement for a site in Gloucester which will be
used for the manufacture of tea products. The annual rental commitment will
be £238,000 per annum.
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