REGISTERED NUMBER: 02713582 (England and Wales)

GFM (UK) Limited

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 30th September 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

M R Kralowetz

C Callaghan

SECRETARY:

C Callaghan

REGISTERED OFFICE:

Unit C1, Baird Court

Sinclair Drive

Park Farm Estate North

Wellingborough

Northamptonshire

NN8 6QJ

REGISTERED NUMBER:

02713582 (England and Wales)

SENIOR STATUTORY AUDITOR:

I A Tobutt

AUDITORS:

Tobutt & Co

132 Northampton Lane North

Moulton

Northampton

NN3 7QW

The directors present their strategic report for the year ended 30th September 2025.

REVIEW OF BUSINESS

The financial position of the company is as shown in the annexed financial statements. Although turnover has fallen from the level achieved in the year to 30th September 2024, the overall gross profit on sales has significantly improved when compared to the level of previous years and currently stands at 49.7% (2024 - 43.6%). The net profit for the year is very much in line with expectations.

The entire sales income during the year related to the servicing of sold machines, the sale of spares and general subcontract work undertaken.

It is the company's policy to make suppliers aware of the terms and conditions upon which the company will trade with them and abide by those terms. At the year end there were 35 days (2024 - 21 days) trade creditors outstanding.

It is the company's policy to ensure that trade debtors are collected at the first opportunity so as to maximise cash flow advantages and to minimise the likelihood of bad debts arising. At the year end there were 90 days (2024 - 82 days) trade debtors outstanding.

PRINCIPAL RISKS AND UNCERTAINTIES

We identify the loss of reputation due to product or performance failure as a principal risk. However, we operate through the principle of 'operational excellence' which will facilitate a steady improvement in the company's profitability, enhance shareholder value, protect our employees and the environment, and ultimately ensure long-term success.

We also identify large exchange rate fluctuations as a significant risk due to the overseas locations of several major suppliers. We mitigate against this risk by the use of a foreign currency account when dealing with those suppliers.

SECTION 172(1) STATEMENT

We are committed to energy efficiency, minimum material usage and a long service life of our machines which contributes to the sustainability of the planet. Sustainability is a groundbreaking criterion when optimizing our processes, investment decisions and personnel development.

We treat our colleagues, customers and suppliers as partners and see open and honest interaction with each other as an investment in the future. Together we solve the small and large challenges of our daily work.

STRATEGY AND OBJECTIVES

Our strategy is to increase our profitability in a responsible and sustainable manner, having due regard for the interests of all stakeholders.

The strategic drivers behind this are the differentiation of our business from that of our competitors, based on service excellence and competitive pricing, along with the support of our staff in their work and offering continuous training along with ensuring that there is a balance between work and home life.

BUSINESS MODEL

For more than thirty years we have been setting standards in the field of ultrasonic cutting machine construction and are proud to be the world market leader in the niches in which we operate.

As an innovative company, we rely on the expertise of our highly qualified professionals to provide our customers with an individual and customised solution.

We believe that our success is based on the passion and commitment of our employees. Together we work to continuously improve our products and services to ensure our customers have a competitive advantage in the global marketplace.

ON BEHALF OF THE BOARD:

C Callaghan - Director

19th December 2025

The directors present their report with the financial statements of the company for the year ended 30th September 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30th September 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st October 2024 to the date of this report.

M R Kralowetz

C Callaghan

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are 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. They are 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 directors are 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 each director 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, Tobutt & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C Callaghan - Director

19th December 2025

Opinion

We have audited the financial statements of GFM (UK) Limited (the 'company') for the year ended 30th September 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 30th September 2025 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 directors' 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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 Directors 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 Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have 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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses, and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud,

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we have obtained an understanding of the nature of the company's environment; the legal and regulatory framework that the company operates in and how it is complying with that framework; enquired of management about their own identification and assessment of the risks of irregularities; discussed matters about non-compliance with laws and regulations and how fraud might occur, including an assessment of how and where the financial statements may be susceptible to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance, The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

I A Tobutt (Senior Statutory Auditor)

for and on behalf of Tobutt & Co

132 Northampton Lane North

Moulton

Northampton

NN3 7QW

5th January 2026

TURNOVER

4

1,358,853

1,511,415

Cost of sales

685,586

852,317

GROSS PROFIT

673,267

659,098

Administrative expenses

438,117

506,644

235,150

152,454

Other operating income

2,288

12,200

OPERATING PROFIT

6

237,438

164,654

Interest receivable and similar income

76,444

73,282

PROFIT BEFORE TAXATION

313,882

237,936

Tax on profit

7

78,106

59,848

PROFIT FOR THE FINANCIAL YEAR

235,776

178,088

PROFIT FOR THE YEAR

235,776

178,088

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

235,776

178,088

FIXED ASSETS

Tangible assets

8

214,745

210,182

CURRENT ASSETS

Stocks

9

7,443

5,000

Debtors

10

368,857

369,744

Cash at bank and in hand

5,592,015

5,332,706

5,968,315

5,707,450

CREDITORS

Amounts falling due within one year

11

220,540

191,832

NET CURRENT ASSETS

5,747,775

5,515,618

TOTAL ASSETS LESS CURRENT LIABILITIES

5,962,520

5,725,800

PROVISIONS FOR LIABILITIES

13

52,926

51,982

NET ASSETS

5,909,594

5,673,818

CAPITAL AND RESERVES

Called up share capital

14

253,550

253,550

Retained earnings

15

5,656,044

5,420,268

SHAREHOLDERS' FUNDS

5,909,594

5,673,818

The financial statements were approved by the Board of Directors and authorised for issue on 19th December 2025 and were signed on its behalf by:

C Callaghan - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st October 2023

253,550

5,242,180

5,495,730

Changes in equity

Total comprehensive income

-

178,088

178,088

Balance at 30th September 2024

253,550

5,420,268

5,673,818

Changes in equity

Total comprehensive income

-

235,776

235,776

Balance at 30th September 2025

253,550

5,656,044

5,909,594

Cash flows from operating activities

Cash generated from operations

1

250,114

140,841

Tax paid

(59,727

)

(9,291

)

Net cash from operating activities

190,387

131,550

Cash flows from investing activities

Purchase of tangible fixed assets

(7,522

)

-

Interest received

76,444

73,282

Net cash from investing activities

68,922

73,282

Increase in cash and cash equivalents

259,309

204,832

Cash and cash equivalents at beginning of year

2

5,332,706

5,127,874

Cash and cash equivalents at end of year

2

5,592,015

5,332,706

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

313,882

237,936

Depreciation charges

2,959

1,455

Finance income

(76,444

)

(73,282

)

240,397

166,109

(Increase)/decrease in stocks

(2,443

)

37,125

Decrease in trade and other debtors

887

114,359

Increase/(decrease) in trade and other creditors

11,273

(176,752

)

Cash generated from operations

250,114

140,841

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30th September 2025

30.9.25

1.10.24

£

£

Cash and cash equivalents

5,592,015

5,332,706

Year ended 30th September 2024

30.9.24

1.10.23

£

£

Cash and cash equivalents

5,332,706

5,127,874

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.10.24

Cash flow

At 30.9.25

£

£

£

Net cash

Cash at bank and in hand

5,332,706

259,309

5,592,015

5,332,706

259,309

5,592,015

Total

5,332,706

259,309

5,592,015

1.	STATUTORY INFORMATION

GFM (UK) 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.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Improvements to property

-

in accordance with the property

Plant and machinery

-

at varying rates on cost

Fixtures and fittings

-

at varying rates on cost

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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.

Impairment of fixed assets

At each reporting period end date, the company 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated 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 the 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 recognised 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 which 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.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Accounting estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will by definition, seldom equal the related actual results.

The company assesses the carrying values of the fixed assets based on the market value for second hand assets. This assumption is valid but any deterioration would impact the fixed asset values. No such situation arises at present.

4.

TURNOVER

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

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

1,341,068

1,487,311

Europe

17,785

24,104

1,358,853

1,511,415

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

436,015

488,878

Social security costs

47,218

55,468

Other pension costs

39,337

41,779

522,570

586,125

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

2025

2024

Direct

5

8

Administration

5

6

10

14

2025

2024

£

£

Directors' remuneration

79,067

113,362

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

6.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Other operating leases

17,979

19,790

Depreciation - owned assets

2,959

1,455

Auditors' remuneration

8,025

7,250

7.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

77,162

59,644

Deferred tax

944

204

Tax on profit

78,106

59,848

8.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1st October 2024

10,056

519,868

36,166

566,090

Additions

-

7,522

-

7,522

At 30th September 2025

10,056

527,390

36,166

573,612

DEPRECIATION

At 1st October 2024

10,056

315,156

30,696

355,908

Charge for year

-

1,504

1,455

2,959

At 30th September 2025

10,056

316,660

32,151

358,867

NET BOOK VALUE

At 30th September 2025

-

210,730

4,015

214,745

At 30th September 2024

-

204,712

5,470

210,182

9.

STOCKS

2025

2024

£

£

Stocks

7,443

5,000

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

332,039

341,346

Other debtors

10,517

17

Prepayments and accrued income

26,301

28,381

368,857

369,744

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

33,453

14,915

Tax

77,079

59,644

Social security and other taxes

58,070

57,912

Other creditors

39,837

40,545

Amounts owed to group

undertakings

12,101

18,816

220,540

191,832

12.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

4,123

-

Between one and five years

7,987

17,883

In more than five years

47,750

47,750

59,860

65,633

13.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

52,926

51,982

Deferred

tax

£

Balance at 1st October 2024

51,982

Charge to Income Statement during year

944

Balance at 30th September 2025

52,926

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

2,200

Ordinary A (voting)

£1

2,200

2,200

251,350

Ordinary B (non-voting)

£1

251,350

251,350

253,550

253,550