Company registration number 15915200 (England and Wales)
SME TWO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
SME TWO LIMITED
COMPANY INFORMATION
Director
C H Stanford
(Appointed 23 August 2024)
Company number
15915200
Registered office
2 Canal Reach
London
United Kingdom
N1C 4DB
Auditor
Riches & Company
34 Anyards Road
Cobham
Surrey
KT11 2LA
SME TWO LIMITED
CONTENTS
Page
Director's report
1
Independent auditor's report
2 - 4
Profit and loss account
5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 15
SME TWO LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 1 -
The director presents his annual report and financial statements for the period ended 30 September 2025.
Principal activities
The principal activity of the company is that of a holding company.
Director
The director who held office during the period and up to the date of signature of the financial statements was as follows:
C H Stanford
(Appointed 23 August 2024)
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
C H Stanford
Director
19 May 2026
SME TWO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SME TWO LIMITED
- 2 -
Opinion
We have audited the financial statements of SME Two Limited (the 'company') for the period ended 30 September 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the director's report has been prepared in accordance with applicable legal requirements.
SME TWO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SME TWO LIMITED (CONTINUED)
- 3 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the director was not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety and employment law.
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
SME TWO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SME TWO LIMITED (CONTINUED)
- 4 -
The audit approach was tailored to respond to the risks of material misstatement identified during our risk assessment procedures, including the risk of fraud. In forming our overall audit strategy, we considered the company’s operations, control environment, accounting policies, and key areas of management judgment.
Our response to identified risks have included:
Evaluating the design and implementation of relevant internal controls and, where considered appropriate, testing their operating effectiveness;
Performing substantive analytical procedures and detailed tests of transactions and balances;
Assessing the appropriateness of accounting policies adopted and the reasonableness of significant estimates and judgments made by management;
Testing journal entries and other adjustments made in the preparation of the financial statements to address the risk of management override of controls;
Reviewing the completeness and accuracy of disclosures in the financial statements, particularly in relation to areas of judgment or complexity;
Performing procedures to assess the company’s ability to continue as a going concern, including evaluating cash flow forecasts and challenging underlying assumptions;
Inspecting post-year-end transactions and board minutes for subsequent events and related party transactions;
Considering the risk of fraud in revenue recognition, including performing cut-off testing and testing revenue streams for completeness and accuracy.
Our audit procedures were designed to provide reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Mrs Rebecca White (Senior Statutory Auditor)
For and on behalf of Riches & Company, Statutory Auditor
Chartered Accountants
34 Anyards Road
Cobham
Surrey
KT11 2LA
19 May 2026
SME TWO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 5 -
Period ended
30 September
2025
Notes
£
Turnover
-
Administrative expenses
(6,800)
Operating loss
(6,800)
Interest receivable and similar income
5
15,000,661
Profit before taxation
14,993,861
Tax on profit
6
(41,741)
Profit for the financial period
14,952,120
SME TWO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 6 -
Period ended
30 September
2025
£
Profit for the period
14,952,120
Other comprehensive income
-
Total comprehensive income for the period
14,952,120
SME TWO LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 7 -
2025
Notes
£
£
Fixed assets
Investments
8
435,563,208
Current assets
Debtors
10
1,216,703
Creditors: amounts falling due within one year
11
(54,687)
Net current assets
1,162,016
Net assets
436,725,224
Capital and reserves
Called up share capital
12
2
Share premium account
436,599,998
Profit and loss reserves
125,224
Total equity
436,725,224
The financial statements were approved and signed by the director and authorised for issue on 19 May 2026
C H Stanford
Director
Company registration number 15915200 (England and Wales)
SME TWO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 8 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Period ended 30 September 2025:
Profit and total comprehensive income
-
-
14,952,120
14,952,120
Issue of share capital
12
2
436,599,998
-
436,600,000
Dividends
7
-
-
(14,826,896)
(14,826,896)
Balance at 30 September 2025
2
436,599,998
125,224
436,725,224
SME TWO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 9 -
1
Accounting policies
Company information
SME Two Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Canal Reach, London, United Kingdom, N1C 4DB.
1.1
Reporting period
The company was incorporated on 23 August 2024. Accordingly, these financial statements have been prepared for the period from incorporation to 30 September 2025 and therefore do not represent a full 12-month period. Comparative figures have not been presented as this is the company's first accounting period.
1.2
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Sony Group Corporation. These consolidated financial statements are available from its correspondence address of 1-7-1, Konan Minato-Ku, Tokyo, Japan, 108-0075.
1.3
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
SME TWO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 10 -
1.4
Revenue
The company's principal activity is the holding of investments and the receipt of investment income.
Dividend income from investments is recognised within other income when the company's right to receive payment has been established, which is typically when the dividend is declared by the investee company.
Interest income is recognised using the effective interest method and accounted for on an accruals basis.
Income is recognised only when it is probable that the economic benefits associated with the transaction will flow to the company and the amount can be measured reliably.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
SME TWO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 11 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
SME TWO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 12 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
3,000
4
Employees
The sole person employed by the company throughout the year was the director
2025
Number
1
5
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
173,765
Income from fixed asset investments
Income from shares in group undertakings
14,826,896
Total income
15,000,661
6
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
41,741
SME TWO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
6
Taxation
(Continued)
- 13 -
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
2025
£
Profit before taxation
14,993,861
Expected tax charge based on the standard rate of corporation tax in the UK of 25%
3,748,465
Effects of:
Income not taxable in determining taxable profit
(3,706,724)
Taxation charge in the financial statements
41,741
7
Dividends
2025
£
Interim paid
14,826,896
8
Fixed asset investments
2025
Notes
£
Investments in subsidiaries
9
435,563,208
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 23 August 2024
-
Additions
435,563,208
At 30 September 2025
435,563,208
Carrying amount
At 30 September 2025
435,563,208
9
Subsidiaries
Details of the company's subsidiaries at 30 September 2025 are as follows:
SME TWO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
9
Subsidiaries
(Continued)
- 14 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Pink Floyd Music Limited
United Kingdom
Ordinary shares
100.00
-
Pink Floyd (1987) Limited
United Kingdom
Ordinary shares
100.00
-
Pink Floyd Records 1987 Limited
United Kingdom
Ordinary shares
0
100.00
Pink Floyd Limited
United Kingdom
Ordinary shares
0
100.00
PF (1987) Exhibitions Limited
United Kingdom
Ordinary shares
0
100.00
Pink Floyd Records Limited
United Kingdom
Ordinary shares
0
100.00
PFM Exhibitions Limited
United Kingdom
Ordinary shares
0
100.00
10
Debtors
2025
Amounts falling due within one year:
£
Trade debtors
1,216,703
11
Creditors: amounts falling due within one year
2025
£
Corporation tax
41,741
Other creditors
6,146
Accruals and deferred income
6,800
54,687
12
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Oridinary shares of £1 each
2
2
13
Related party transactions
The company has taken advantage of the exemption under Section 33 of FRS 102 from the requirement to disclose related party transactions and balances with wholly owned subsidiaries and fellow wholly owned undertakings within the group.
SME TWO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2025
- 15 -
14
Ultimate controlling party
The immediate parent undertaking of the company is SME Two LLC, a company incorporated in the United States of America, which controls the company. Its registered office is at 251 Little Falls Drive, Wilmington, Delaware, United States, 19808.
The ultimate controlling party is Sony Group Corporation, a public company incorporated in Japan.
Sony Group Corporation prepares consolidated financial statements in which this company is included. Copies of these financial statements are available from its registered office address at 1-7-1, Konan Minato-Ku, Tokyo, Japan, 108-0075.
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