REGISTERED NUMBER: 04104303 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

UTM LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTOR:

P Mehta

REGISTERED OFFICE:

Hampstead Avenue

Mildenhall

Suffolk

IP28 7AS

REGISTERED NUMBER:

04104303 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited, Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

The director presents his strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The trading results for the year and the company's financial position at the end of the year are shown in the attached financial statements.

The Directors are pleased with the financial performance of the company for the year.

Total turnover on continuing operations increased during the year by £11.3m (43%) resulting in an increase in operating profit of £2.0m (25%).

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activities expose it to a number of financial risks including credit risk, liquidity risk and currency risk. The company does not use derivative financial instruments for speculative purposes.

Credit risk

The company's principal financial assets are bank balances and trade debtors.

The company's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of allowances for doubtful debts. The credit risk on bank balances is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The company has some concentration of credit risk to a small number of major customers. However these are national defence agencies and other government departments and so this risk is considered to be limited.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for on-going operations and future developments, the company uses a mixture of long-term and short-term debt finance and equity funding and inter-company treasury management.

Currency risk

The company undertakes trading transactions in currencies other than sterling and has funding instruments denominated in foreign currency. The foreign exchange risk is managed by utilising forward exchange contracts against predicted currency cash flows, and by holding cash resources in currency.

KEY PERFORMANCE INDICATORS

The company uses order intake, turnover and gross profit margin as key performance indicators to monitor performance.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

29 September 2025

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of design, manufacture and supply of training munitions and related products.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 3,598,800 .

DIRECTORS

P Mehta has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

M S Isaacson - resigned 30 September 2024

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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;

-	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 him 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Shaw Gibbs (Audit) Limited, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

SIGNED BY ORDER OF THE DIRECTORS:

P Mehta - Director

29 September 2025

Opinion

We have audited the financial statements of UTM Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

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 Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and the understatement of revenue. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing meeting minutes, regulatory correspondence and professional fees, detailed substantive testing on the completeness of income, and reviewing accounting estimates for biases.

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. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Clifford (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

30 September 2025

TURNOVER

3

37,642,078

26,369,136

Cost of sales

21,949,591

14,779,799

GROSS PROFIT

15,692,487

11,589,337

Administrative expenses

5,512,916

3,418,787

OPERATING PROFIT

5

10,179,571

8,170,550

Loan waiver

6

1,663,274

1,663,274

8,516,297

6,507,276

Interest receivable and similar income

25,635

61,155

PROFIT BEFORE TAXATION

8,541,932

6,568,431

Tax on profit

7

1,290,310

1,368,120

PROFIT FOR THE FINANCIAL YEAR

7,251,622

5,200,311

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

7,251,622

5,200,311

FIXED ASSETS

Tangible assets

9

3,760,284

2,747,106

CURRENT ASSETS

Stocks

10

9,559,023

10,066,027

Debtors

11

15,661,819

14,364,482

Cash at bank and in hand

3,030,107

420,933

28,250,949

24,851,442

CREDITORS

Amounts falling due within one year

12

5,724,688

4,964,825

NET CURRENT ASSETS

22,526,261

19,886,617

TOTAL ASSETS LESS CURRENT LIABILITIES

26,286,545

22,633,723

CAPITAL AND RESERVES

Called up share capital

14

139,190

139,190

Share premium

15

708,110

708,110

Retained earnings

15

25,439,245

21,786,423

SHAREHOLDERS' FUNDS

26,286,545

22,633,723

The financial statements were approved by the director and authorised for issue on 29 September 2025 and were signed by:

P Mehta - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

139,190

20,187,293

708,110

21,034,593

Changes in equity

Dividends

-

(3,601,181

)

-

(3,601,181

)

Total comprehensive income

-

5,200,311

-

5,200,311

Balance at 31 December 2023

139,190

21,786,423

708,110

22,633,723

Changes in equity

Dividends

-

(3,598,800

)

-

(3,598,800

)

Total comprehensive income

-

7,251,622

-

7,251,622

Balance at 31 December 2024

139,190

25,439,245

708,110

26,286,545

1.	STATUTORY INFORMATION

UTM Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the individual accounting policies below.

Turnover

The company's turnover represents the value, excluding VAT, of goods and services supplied to customers during the year. Income is recognised when the significant risks and rewards of ownership of the goods have been transferred to the buyer, which depending on the specific contract terms is either on dispatch or delivery of goods.

Tangible fixed assets and depreciation

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on cost, 20% on reducing balance and 10% on cost

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pensions

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income under administrative expenses.

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Sale of goods

37,642,078

26,369,136

37,642,078

26,369,136

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

205,736

314,732

Europe

7,837,763

5,677,852

North America

17,316,454

19,250,447

Rest of the World

12,282,125

1,126,105

37,642,078

26,369,136

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

4,616,909

3,638,608

Social security costs

468,533

360,243

Other pension costs

218,556

155,585

5,303,998

4,154,436

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

2024

2023

Administration staff

9

9

Production staff

108

99

117

108

2024

2023

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

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

2024

2023

£

£

Depreciation - owned assets

459,106

232,513

Auditors' remuneration

24,275

35,865

Foreign exchange differences

87,279

(36,660

)

6.	EXCEPTIONAL ITEMS

2024

2023

£

£

Loan waiver

(1,663,274

)

(1,663,274

)

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

1,290,310

1,368,120

Tax on profit

1,290,310

1,368,120

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

8,541,932

6,568,431

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

2,135,483

1,543,581

Effects of:

Expenses not deductible for tax purposes

417,252

407,164

Capital allowances in excess of depreciation

(346,398

)

(49,906

)

Utilisation of tax losses

(6,409

)

(14,371

)

Group relief

(909,618

)

(518,348

)

Total tax charge

1,290,310

1,368,120

8.

DIVIDENDS

2024

2023

£

£

Ordinary (1) shares of 50p each

Interim

3,598,800

3,601,181

9.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2024

7,033,143

Additions

1,472,284

At 31 December 2024

8,505,427

DEPRECIATION

At 1 January 2024

4,286,037

Charge for year

459,106

At 31 December 2024

4,745,143

NET BOOK VALUE

At 31 December 2024

3,760,284

At 31 December 2023

2,747,106

10.

STOCKS

2024

2023

£

£

Raw Materials

9,337,957

9,955,010

Work-in-progress

221,066

111,017

9,559,023

10,066,027

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

4,005,458

3,783,747

Amounts owed by group undertakings

10,196,890

8,316,372

Other debtors

1,125,840

2,001,868

Tax

3,217

3,217

VAT

330,414

259,278

15,661,819

14,364,482

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

1,902,184

1,971,045

Amounts owed to group undertakings

477,762

99,000

Tax

1,290,310

1,368,120

Social security and other taxes

167,708

149,109

Other creditors

1,734,624

1,296,702

Accruals and deferred income

152,100

80,849

5,724,688

4,964,825

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

13,532

17,028

Between one and five years

3,523

10,009

17,055

27,037

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

278,376

Ordinary (1)

50p

139,188

139,188

4

Ordinary (2)

50p

2

2

139,190

139,190

15.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2024

21,786,423

708,110

22,494,533

Profit for the year

7,251,622

7,251,622

Dividends

(3,598,800

)

(3,598,800

)

At 31 December 2024

25,439,245

708,110

26,147,355

16.	CAPITAL COMMITMENTS

2024

2023

£

£

Contracted but not provided for in the

financial statements

110,000

110,000

17.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

18.	PARENT COMPANY

The parent undertaking of the smallest and largest group within which the company belongs and for which group accounts are prepared is Lunovi Limited, a company registered in England. A copy of the group accounts can be obtained from the registered office which can be found on the Company Information page.

The ultimate holding company is Lunovi LLC, a company registered in the USA.