Final Results

Source: RNS
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 EBITDA1, 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
£m

FY 24
£m

%
change

Revenue

                             231.1

221.2

+4%

Gross profit

                                73.7

63.5

+16%

Gross profit %

32%

29%

+10%

Adjusted EBITDA1

                                40.5

38.1

+6%

Adjusted items

0.7

(0.6)


Profit before tax

                                30.9

30.1

+3%

Adjusted profit before tax2

                                30.2

30.7

-2%

EPS

                                20.1p

                 19.1p

+5%

Adjusted EPS3

                                21.6p

                 20.9p

+3%

Operating cash flow

25.1

27.1

-7%

Net assets

                                76.5

58.0

+32%

Adjusted net cash4

1.2

11.6

-90%

Net debt

12.3

3.1

-297% 

 

·      Strong Adjusted EBITDA1 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 expectations5.

 

·    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

 

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 EBITDA1 of £36.5 million.

 

Enquiries:

 

Supreme plc

Sandy Chadha, Chief Executive Officer

Suzanne Smith, Chief Finance Officer

 

via Vigo Consulting

Shore Capital (Nominated Adviser and Joint Broker)

Mark Percy / David Coaten / George Payne - Corporate Advisory

Ben Canning - Corporate Broking

 

+44 (0)20 7408 4090

Zeus (Joint Broker)

Jordan Warburton / Alex Campbell-Harris - Investment Banking

Benjamin Robertson - Corporate Broking

 

+44 (0)161 831 1512

Vigo Consulting (Financial Public Relations)

Jeremy Garcia / Kendall Hill

supreme@vigoconsulting.com

+44 (0)20 7390 0230

 

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/

 

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 EBITDA1 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 cash4 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 expectations5.

 

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 EBITDA1 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
£m

FY 24
£m

%
change

Revenue

                             231.1

221.2

+4%

Gross profit

                                73.7

63.5

+16%

Gross profit %

32%

29%

+10%

Adjusted EBITDA1

                                40.5

38.1

+6%

Adjusted items

0.7

(0.6)


Profit before tax

                                30.9

30.1

+3%

Adjusted profit before tax2

                                30.2

30.7

-2%

EPS

20.1p

19.1p

+5%

Adjusted EPS3

21.6p

20.9p

+3%

Operating cash flow

25.1

27.1

-7%

Net assets

                                76.5

58.0

+32%

Adjusted net cash4

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 share3 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 EBITDA1

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) / debt4

(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

31 March 2025

Year Ended

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 EBITDA1


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

 31 March 2025

As at

 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

31 March 2025

Year Ended

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 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 Liabilities as Current or Non-current);

1 April 2024

IAS 1 Presentation of Financial Statements (Amendment to Non-current Liabilities with Covenants); and

1 April 2024

IFRS 7 Financial Instruments: Disclosures (Amendment to Supplier Finance Arrangements).

1 April 2024

 

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 Exchangeability)

 

1 April 2025

Contract referencing nature-dependent electricity (Amendments to IFRS 9 and IFRS 7)

1 April 2026

IFRS 9 Financial Instruments (Amendments to the Classification and Measurement of Financial Instruments

1 April 2026

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

31 March 2025

Year Ended

31 March 2025

 

Year Ended

31 March 2024

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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

31 March 2025

Year Ended

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 share

120,472,354

123,693,667





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

31 March 2025

Year Ended

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 share

120,472,354

123,693,667





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

31 March 2025

Year Ended

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

£'000

Trademarks

£'000

Customer relationships

£'000

Trade names

£'000

Know how

£'000

Computer software

£'000

Goodwill

£'000

Total

£'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

£'000

Remaining amortisation period

Years

Description

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

£'000

Remaining amortisation period

Years

Description

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

 31 March 2025

As at

 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

Value in use

£'000

Long term growth rate

Value in use

£'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

Value in use

£'000

Long term growth rate

                            Value in use

£'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

£'000

Plant and machinery

£'000

Fixtures and

fittings

£'000

 Motor vehicles

£'000

Computer equipment

£'000

Leasehold improvements

£'000

Assets under construction

£'000

Right of use assets

Total

£'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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

Year Ended

 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

 31 March

2025

As at

 31 March 2024


£'000

£'000

Cash and cash equivalents

3,182

11,631

 

Currency analysis


As at

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 31 March 2024

 

£'000

£'000

Buildings

11,976

13,899

Cars

95

18

 

12,071

13,917

 

Lease liabilities

As at

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

Year Ended

 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

 31 March 2025

As at

 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:

Debt turn will not exceed the number of days specified as per the Debt Turn Covenant; and

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:

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

 31 March 2025

As at

 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

 31 March 2025

As at

 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

 31 March 2025

As at

 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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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.

 

 

 

 

2021 CSOP

Weighted average exercise price 2025 £

2025
No.

Weighted average exercise price 2024 £

2024
No.

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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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
No.

Weighted average exercise price 2024 £

2024
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

31 March 2025

Year Ended

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

31 March 2025

As at

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

31 March 2025

Year Ended

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

 31 March 2025

As at

 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

 31 March 2025

As at

 31 March 2024


£'000

£'000

Share based payments

986

607


986

607

 

Movement in deferred tax in the year


As at

 31 March 2025

As at

 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

 31 March 2025

As at

 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 A993

Distribution of consumer goods

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

 31 March 2025

As at

 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

 31 March 2025

As at

 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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