Company registration number 09015147 (England and Wales)
BODYPOWER SPORTS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
BODYPOWER SPORTS HOLDINGS LIMITED
COMPANY INFORMATION
Director
P Walker
Company number
09015147
Registered office
13 Gatelodge Close
Round Spinney
Northampton
Northamptonshire
NN3 8RJ
Auditor
Mercer & Hole LLP
The Pinnacle
170 Midsummer Boulevard
Milton Keynes
Buckinghamshire
MK9 1BP
Business address
13 Gatelodge Close
Round Spinney
Northampton
Northamptonshire
NN3 8RJ
BODYPOWER SPORTS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
BODYPOWER SPORTS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 1 -

The director presents the strategic report and financial statements for the year ended 30 September 2025.

Principal activities

Bodypower Sports Holdings Limited is the parent company of the Bodypower Sports group, which is engaged in the import and retail of fitness and gym equipment. The group operates an omni-channel business model including a retail store network, ecommerce platform and commercial sales division together with distribution partnerships and private label product ranges.

 

Review of the Business

The year was characterised by continued weakness in the home fitness equipment market. Whilst turnover remained stable, profitability declined compared with the prior year.

The result was driven by sustained cost pressures, reduced store trading and material exceptional costs incurred in the year. Exceptional costs relate principally to a cyber-attack and associated remediation and legal costs. These are non-recurring and not reflective of underlying performance.

 

Market conditions remained challenging, with ongoing changes in consumer behaviour and increased online purchasing impacting retail performance.

Development and performance

The group retains a strong balance sheet and liquidity position with £26.2m of cash and no external borrowings.

Net assets increased to £53.7m, supported in part by a fair value gain on investment properties.


Inventory increased to £7.9m reflecting lower sales volumes and stock investment.


Focus remains on cost control, digital capability, and optimisation of the existing store portfolio.

Principal risks and uncertainties

Key risks include reduced demand, increased competition, cost pressures, cyber security risks, supply chain factors and wider economic conditions.

Following the cyber incident, continued investment in IT resilience remains a priority.

Key performance indicators

Profit & Loss

• Turnover of £26.5m (2024: £26.5m)

• Operating loss of £1.8m (2024: profit of £0.1m)

• Exceptional costs of £1.82m relating to cyber incident and litigation

• Loss before taxation of £0.29m (2024: profit of £1.73m)

• Loss after taxation of £0.40m (2024: profit of £1.24m)

• Investment property revaluation gain of £0.5m

Balance Sheet

• Cash balances of £26.2m (2024: £28.6m)

Inventory balance of £7.9m (2024: £6.4m)

• Net assets of £53.7m (2024: £52.9m)

 

Outlook

Trading conditions are expected to remain challenging in the short term. However, the group’s strong balance sheet provides a solid platform to manage through the current environment.

 

BODYPOWER SPORTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -

On behalf of the board

.............................................
P Walker
Director
Date: .............................................
BODYPOWER SPORTS HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 3 -

The director presents his annual report and financial statements for the year ended 30 September 2025.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

P Walker
Auditor

The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 auditor of the company and group is unaware. Additionally, the director has taken all the necessary steps that he ought to have taken as a director in order to make himself aware of all relevant audit information and to establish that the auditor of the company and group is aware of that information.

Disclosure in the strategic report

Principal activity, financial risk management objectives and policies and the exposure to credit, liquidity, interest rate and other price risks are set out in the strategic report (as defined by section 414c (11) of the Companies Act 2006).

On behalf of the board
P Walker
Director
25 June 2026
BODYPOWER SPORTS HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 4 -

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the director to prepare financial statements for each financial year. Under that law, the director has elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the director is required to:

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

BODYPOWER SPORTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BODYPOWER SPORTS HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Bodypower Sports Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The 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:

BODYPOWER SPORTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BODYPOWER SPORTS HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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:

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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or parent 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We gained an understanding of the legal and regulatory framework applicable to the group and the industry in which it operates and considered the risk of acts by the group that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.

 

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.

Audit procedures performed by the engagement team included:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

BODYPOWER SPORTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BODYPOWER SPORTS HOLDINGS LIMITED
- 7 -

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Steve Robinson FCA
For and on behalf of Mercer & Hole LLP
26 June 2026
Chartered Accountants
Statutory Auditor
The Pinnacle
170 Midsummer Boulevard
Milton Keynes
Buckinghamshire
MK9 1BP
BODYPOWER SPORTS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
26,527,981
26,513,853
Cost of sales
(16,784,854)
(16,663,886)
Gross profit
9,743,127
9,849,967
Administrative expenses
(10,213,725)
(10,436,035)
Administrative expenses - exceptional
4
(1,821,763)
-
0
Other operating income
479,990
730,659
Operating (loss)/profit
5
(1,812,371)
144,591
Interest receivable and similar income
8
1,027,845
1,590,011
Interest payable and similar expenses
9
(2,450)
(4,551)
Fair value gains and losses on investment properties
12
500,000
-
0
(Loss)/profit before taxation
(286,976)
1,730,051
Tax on (loss)/profit
10
(109,785)
(489,372)
(Loss)/profit for the financial year
22
(396,761)
1,240,679
Other comprehensive income
Revaluation of tangible fixed assets
1,601,532
-
0
Tax relating to other comprehensive income
(374,528)
-
0
Total comprehensive income for the year
830,243
1,240,679
Total comprehensive income for the year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BODYPOWER SPORTS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2025
30 September 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
11
21,014,246
19,621,613
Investment property
12
3,250,000
2,750,000
24,264,246
22,371,613
Current assets
Stocks
15
7,931,127
6,422,925
Debtors
16
3,858,391
3,239,531
Cash at bank and in hand
26,200,802
28,626,838
37,990,320
38,289,294
Creditors: amounts falling due within one year
17
(4,589,339)
(5,339,978)
Net current assets
33,400,981
32,949,316
Total assets less current liabilities
57,665,227
55,320,929
Provisions for liabilities
Provisions
18
1,916,541
879,204
Deferred tax liability
19
2,022,168
1,545,450
(3,938,709)
(2,424,654)
Net assets
53,726,518
52,896,275
Capital and reserves
Called up share capital
21
100
100
Revaluation reserve
22
9,475,141
8,297,593
Other reserves
22
276,800
276,800
Profit and loss reserves
22
43,974,477
44,321,782
Total equity
53,726,518
52,896,275

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 25 June 2026
25 June 2026
P Walker
Director
Company registration number 09015147 (England and Wales)
BODYPOWER SPORTS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
100
100
Current assets
Debtors
16
13,328,910
13,290,856
Cash at bank and in hand
6,037,148
6,047,542
19,366,058
19,338,398
Creditors: amounts falling due within one year
17
(6,167)
(111,757)
Net current assets
19,359,891
19,226,641
Net assets
19,359,991
19,226,741
Capital and reserves
Called up share capital
21
100
100
Profit and loss reserves
22
19,359,891
19,226,641
Total equity
19,359,991
19,226,741

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £133,250 (2024 - £326,283 profit).

The financial statements were approved and signed by the director and authorised for issue on 25 June 2026
25 June 2026
P Walker
Director
Company registration number 09015147 (England and Wales)
BODYPOWER SPORTS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 11 -
Share capital
Revaluation reserve
Merger reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 October 2023
100
8,294,330
276,800
43,084,366
51,655,596
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
-
1,240,679
1,240,679
Transfers
-
3,263
-
(3,263)
-
Balance at 30 September 2024
100
8,297,593
276,800
44,321,782
52,896,275
Year ended 30 September 2025:
Loss for the year
-
-
-
(396,761)
(396,761)
Other comprehensive income:
Revaluation of tangible fixed assets
-
1,601,532
-
-
1,601,532
Tax relating to other comprehensive income
-
(374,528)
-
-
0
(374,528)
Total comprehensive income
-
1,227,004
-
(396,761)
830,243
Transfers
-
(49,456)
-
49,456
-
Balance at 30 September 2025
100
9,475,141
276,800
43,974,477
53,726,518
BODYPOWER SPORTS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 October 2023
100
18,900,358
18,900,458
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
326,283
326,283
Balance at 30 September 2024
100
19,226,641
19,226,741
Year ended 30 September 2025:
Profit and total comprehensive income
-
133,250
133,250
Balance at 30 September 2025
100
19,359,891
19,359,991
BODYPOWER SPORTS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
26
(2,691,756)
64,948
Interest paid
(2,450)
(4,551)
Income taxes paid
(368,983)
(299,563)
Net cash outflow from operating activities
(3,063,189)
(239,166)
Investing activities
Purchase of tangible fixed assets
(134,557)
(165,795)
Proceeds from disposal of tangible fixed assets
32,163
40,590
Repayment of loans/(loans advanced)
(288,298)
55,025
Interest received
1,027,845
1,590,011
Net cash generated from investing activities
637,153
1,519,831
Net (decrease)/increase in cash and cash equivalents
(2,426,036)
1,280,665
Cash and cash equivalents at beginning of year
28,626,838
27,346,173
Cash and cash equivalents at end of year
26,200,802
28,626,838
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 14 -
1
Accounting policies
Company information

Bodypower Sports Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 13 Gatelodge Close, Round Spinney, Northampton, Northamptonshire, NN3 8RJ.

 

The group consists of Bodypower Sports Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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, modified to include the revaluation of freehold properties and to include investment properties at fair value. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

 

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £133,250 (2024 - £326,283 profit).

1.2
Basis of consolidation

The business combination has been accounted for using merger accounting which treats the merged group as if it had been combined throughout the current and comparative periods. Merger accounting principles for this combination gave rise to a merger reserve in the consolidated balance sheet, being the difference between the nominal value of new shares issued by the parent company for the acquisition of the shares of the subsidiary.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 15 -

The consolidated financial statements incorporate those of Bodypower Sports Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

All financial statements are made up to 30 September 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

The Director has, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence and also have confirmation of the support of the ultimate parent company, if required. In forming this view, the Director has considered the Company’s prospects for a period of at least 12 months. Consequently, they continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
1% straight line
Leasehold improvements
20% straight line
Plant and machinery
20% and 30% straight line
Fixtures, fittings & equipment
10% - 20% straight line
Motor vehicles
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
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.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.11
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group 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 group.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.13
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 group’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 if, and only if, there is 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.

1.14
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.17
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 20 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Sale of goods
26,527,981
26,513,853
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
26,527,981
26,513,853
2025
2024
£
£
Other revenue
Interest income
1,027,845
1,590,011
4
Exceptional item
2025
2024
£
£
Expenditure
Demolition costs
-
155,200
Cyber attack and litigation
1,821,763
1,821,763
155,200
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
4
Exceptional item
(Continued)
- 21 -

Exceptional items recognised in the year include a significant cyber-attack incident impacting the company’s IT systems and infrastructure. Associated costs include external cyber security and forensic consultancy, system restoration and remediation expenditure, legal and advisory fees, and incremental costs arising from prolonged disruption to business operations. Management has classified these costs as exceptional on the basis that they are material, non-recurring, and not reflective of the company’s underlying operational performance.

 

Also included are amounts relating to litigation with a temporary warehouse storage provider. Following a favourable liability ruling in 2024, compensation was initially recognised. This was subsequently overturned on appeal in 2026 in respect of quantum, resulting in repayment of the compensation together with associated legal and court costs. These items have been classified as exceptional as they are material and non-recurring.

5
Operating (loss)/profit
2025
2024
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses
12,940
-
Fees payable to the group's auditor for the audit of the group's financial statements
5,000
4,300
Depreciation of tangible fixed assets
263,104
270,151
(Profit)/loss on disposal of tangible fixed assets
(2,162)
4,546
Operating lease charges
768,749
800,890
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 22 -
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,000
4,300
Audit of the financial statements of the company's subsidiaries
32,175
29,700
37,175
34,000
For other services
Taxation compliance services
7,000
5,100
All other non-audit services
3,900
1,700
10,900
6,800
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Director
1
1
1
1
Staff
73
80
-
-
Total
74
81
1
1

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
2,958,889
2,888,622
-
0
-
0
Social security costs
323,788
282,149
-
-
Pension costs
58,451
57,387
-
0
-
0
3,341,128
3,228,158
-
0
-
0
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
1,027,845
1,590,011
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 23 -
9
Interest payable and similar expenses
2025
2024
£
£
Other interest
2,450
4,551
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
7,596
518,215
Adjustments in respect of prior periods
(1)
(310)
Total current tax
7,595
517,905
Deferred tax
Origination and reversal of timing differences
102,190
(28,533)
Total tax charge
109,785
489,372

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
(Loss)/profit before taxation
(286,976)
1,730,051
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(71,744)
432,513
Tax effect of expenses that are not deductible in determining taxable profit
129,425
51,952
Tax effect of income not taxable in determining taxable profit
(95,000)
-
0
Gains not taxable
379,639
(24,525)
Adjustments in respect of prior years
-
0
(4)
Depreciation on assets not qualifying for tax allowances
11,262
19,674
Adjustments in respect of financial assets
-
0
9,925
Other permanent differences
130,731
147
Under/(over) provided in prior years
-
0
(310)
Change in deferred tax on revaluation surplus
(374,528)
-
0
Taxation charge
109,785
489,372
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
10
Taxation
(Continued)
- 24 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£
£
Deferred tax arising on:
Revaluation of property
374,528
-
11
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost or valuation
At 1 October 2024
20,689,030
707,926
671,839
835,745
448,013
23,352,553
Additions
-
0
-
0
94,661
2,752
37,144
134,557
Disposals
-
0
(8,805)
-
0
(47,797)
(25,075)
(81,677)
Revaluation
168,900
-
0
-
0
-
0
-
0
168,900
At 30 September 2025
20,857,930
699,121
766,500
790,700
460,082
23,574,333
Depreciation and impairment
At 1 October 2024
1,487,130
618,290
607,431
662,378
355,711
3,730,940
Depreciation charged in the year
53,081
35,773
63,279
52,482
58,489
263,104
Eliminated in respect of disposals
-
0
(7,631)
-
0
(18,970)
(25,075)
(51,676)
Revaluation
(1,382,281)
-
0
-
0
-
0
-
0
(1,382,281)
At 30 September 2025
157,930
646,432
670,710
695,890
389,125
2,560,087
Carrying amount
At 30 September 2025
20,700,000
52,689
95,790
94,810
70,957
21,014,246
At 30 September 2024
19,201,900
89,636
64,408
173,367
92,302
19,621,613
The company had no tangible fixed assets at 30 September 2025 or 30 September 2024.

The carrying value of land and buildings comprises:

Group
Company
2025
2024
2025
2024
£
£
£
£
Freehold
20,700,000
19,201,900
-
0
-
0
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
11
Tangible fixed assets
(Continued)
- 25 -

The group's properties were independently valued on 30 September 2025 by Drake & Partners LLP, Chartered Surveyors. The valuation was in accordance with the requirements of UK GAAP, International Valuation Standards and the RICS Valuation Standards.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

2025
2024
£
£
Group
Cost
12,050,989
12,050,989
Accumulated depreciation
(2,632,989)
(2,524,258)
Carrying value
9,418,000
9,526,731
12
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 October 2024 and 30 September 2025
2,750,000
-
Other changes
500,000
-
At 30 September 2025
3,250,000
-

The group's properties were independently valued on 30 September 2025 by Drake & Partners LLP, Chartered Surveyors. The valuation was in accordance with the requirements of UK GAAP, International Valuation Standards and the RICS Valuation Standards.

The carrying value of land and buildings comprises:

Group
Company
2025
2024
2025
2024
£
£
£
£
Freehold
3,250,000
2,750,000
-
-
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
100
100
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
13
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2024 and 30 September 2025
100
Carrying amount
At 30 September 2025
100
At 30 September 2024
100
14
Subsidiaries

Details of the company's subsidiaries at 30 September 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Bodypower Sports Limited
United Kingdom
Ordinary
100.00
0
Bodypower Properties Limited
United Kingdom
Ordinary
100.00
0

In the company only accounts the investments in subsidiaries are stated at cost. In the group accounts the results of the subsidiaries are consolidated into the group results.

15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
7,931,127
6,422,925
-
0
-
0
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
96,340
106,383
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
13,201,367
13,027,351
Other debtors
739,314
227,032
-
0
-
0
Prepayments and accrued income
3,022,737
2,906,116
127,543
263,505
3,858,391
3,239,531
13,328,910
13,290,856
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 27 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
2,800,791
2,828,361
-
0
-
0
Corporation tax payable
9,990
371,378
3,167
108,757
Other taxation and social security
551,180
87,759
-
-
0
Other creditors
576,339
1,240,779
-
0
-
0
Accruals and deferred income
651,039
811,701
3,000
3,000
4,589,339
5,339,978
6,167
111,757
18
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
1,916,541
879,204
-
-
Movements on provisions:
Group
£
At 1 October 2024
879,204
Additional provisions in the year
1,037,337
At 30 September 2025
1,916,541
19
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
105,630
128,426
Investment property
1,917,582
1,418,054
Short term timing differences
(1,044)
(1,030)
2,022,168
1,545,450
The company has no deferred tax assets or liabilities.
BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
19
Deferred taxation
(Continued)
- 28 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 October 2024
1,545,450
-
Charge to profit or loss
102,190
-
Charge to other comprehensive income
374,528
-
Liability at 30 September 2025
2,022,168
-

The deferred tax liability set out above is expected to reverse within 10 years and relates to accelerated capital allowances that are expected to mature within the same period.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 29 -
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
58,451
57,387

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2025
2024
Ordinary share capital
£
£
Issued and fully paid
100 ordinary shares of £1 each
100
100
22
Reserves
Revaluation reserve

This reserve represents the cumulative surplus arising on the revaluation of the group's investment properties. These surpluses are not taxable but give rise to a deferred tax liability.

Merger reserve

This reserve (being 'Other reserves' on the face of the balance sheet) represents the excess of the nominal value of the shares acquired in the company's subsidiaries over the nominal value of the shares issued as part of the group reorganisation.

Profit and loss reserves

This reserve includes all current and prior period retained profits and losses.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 30 -
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
553,200
659,283
-
-
Between two and five years
423,427
866,627
-
-
976,627
1,525,910
-
-
Lessor

The operating leases represent leases to third parties. The leases are negotiated over terms of 10 years. All leases include a provision for five-yearly upward rent reviews according to prevailing market conditions. There are no options in place for either party to extend the lease terms.

At the reporting date the group had contracted with tenants for the following minimum lease payments:
Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
500,000
499,167
-
-
Between two and five years
732,669
1,232,669
-
-
1,232,669
1,731,836
-
-
24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
106,973
107,182
25
Directors' transactions

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

Included in debtors is an amount of £617,785 (2024: £329,487 creditor) owed by Mr Paul Walker, the director, to the company.

BODYPOWER SPORTS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 31 -
26
Cash (absorbed by)/generated from group operations
2025
2024
£
£
(Loss)/profit for the year after tax
(396,761)
1,240,679
Adjustments for:
Taxation charged
109,785
489,372
Finance costs
2,450
4,551
Investment income
(1,027,845)
(1,590,011)
(Gain)/loss on disposal of tangible fixed assets
(2,162)
4,546
Fair value gain on investment properties
(500,000)
-
0
Depreciation and impairment of tangible fixed assets
313,455
270,151
Increase in provisions
1,037,337
879,204
Movements in working capital:
(Increase)/decrease in stocks
(1,508,202)
776,563
Increase in debtors
(1,075)
(1,152,767)
Decrease in creditors
(718,738)
(857,340)
Cash (absorbed by)/generated from operations
(2,691,756)
64,948
27
Analysis of changes in net funds - group
1 October 2024
Cash flows
30 September 2025
£
£
£
Cash at bank and in hand
28,626,838
(2,426,036)
26,200,802
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