REGISTERED NUMBER: 03809900 (England and Wales)

GUIDED ULTRASONICS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

14

Consolidated Statement of Changes in Equity

16

Company Statement of Changes in Equity

17

Consolidated Cash Flow Statement

18

Notes to the Consolidated Cash Flow Statement

19

Notes to the Consolidated Financial Statements

21

DIRECTORS:

Professor P Cawley

Dr D Alleyne

Professor M Lowe

Dr B Pavlakovic

T Pialucha

P J Collins

N R Morris

SECRETARY:

Dr B Pavlakovic

REGISTERED OFFICE:

Wavemaker House, Unit 3

Brentwaters Business Park, The Ham

Brentford

London

TW8 8HQ

REGISTERED NUMBER:

03809900 (England and Wales)

AUDITORS:

APC Accountants Limited

Chartered Accountants

and Statutory Auditors

7 St John Street

Mansfield

Nottinghamshire

NG18 1QH

BANKERS:

HSBC

1 Lemming Street

Mansfield

Nottinghamshire

NG18 1LU

The directors present their strategic report of the company and the group for the year ended 31 July 2025.

REVIEW OF BUSINESS

Guided Ultrasonics Limited and its subsidiaries in the USA and Malaysia report on a financially challenging year for the period ended 31 July 2025, with turnover of £5.3m compared to £8.1m in the prior year.

The reduction in revenue reflects a period of wider market volatility, with customers maintaining a cautious approach to expenditure and some projects being deferred. While these conditions impacted short-term performance, they are considered cyclical in nature and not indicative of a structural change in demand for the Group's technology.

The Group continues to monitor its key performance indicators closely:

Turnover: 2025: £5.3m (2024: £8.1m)

Net Profit/(Loss): 2025: £(1.5)m (2024: £0.9m)

Despite the results for the year, the underlying fundamentals of the business remain robust. The Group has maintained its technical leadership, strong customer relationships, and global presence, all of which provide a solid platform for recovery and future growth.

Strategic investment in the Asia Pacific and Americas regions has continued, with local subsidiaries strengthening the Group's ability to support customers and expand market reach. While these operations have incurred expected start-up and ongoing development losses, they represent an important long-term investment. The Board continues to monitor performance closely and remains confident in the commercial rationale for maintaining a local presence in these key growth markets.

Although cash reserves were impacted during the year, the Group retains a strong liquidity position. The Directors are satisfied that current cash levels are more than sufficient to support ongoing operations and meet working capital requirements. In parallel, the business is proactively implementing a targeted cost reduction plan, designed to enhance efficiency while avoiding operational disruption and preserving the integrity of its development roadmap.

Looking ahead, the Group is well positioned to benefit from improving market conditions, with a strengthened international footprint and continued focus on delivering innovative solutions to its customers.

PRINCIPAL RISKS AND UNCERTAINTIES

A key positive outcome for the year was the successful launch of the Wavemaker G5 in May 2025, Early customer feedback indicates strong demand for the enhanced capabilities of the G5 platform, and the Group expects this product to generate incremental revenue opportunities as clients continue upgrading from earlier generations.

A key risk to the Group is that market share lost by lack of innovation The Group also continues to invest meaningfully in Research & Development, having consistently committed over £1m per annum on average over the last three years ensuring GUL's place as a market leader developing 'Technology you can trust'.

This level of investment-significantly above industry norms-demonstrates GUL's long-term strategy to maintain its technological edge and expand the applications of guided wave inspection across a broader range of infrastructure and asset integrity challenges. The Board expects the benefits of this investment to increasingly translate into commercial opportunities as market conditions stabilise.

Inflationary pressures have been challenging over recent years and the board is frequently reviewing product costings to ensure sale prices are appropriate, along with the changes in sales mix impacting gross margins. Where possible to mitigate inflationary pressures, the Group maintains excellent supply chain management with strong relationships built on years of trading. Paying suppliers on time is important to keeping these relationships and assists the Group in forward orders, trying to achieve costs savings through volumes and buying 'well ahead' against forecast, mitigating both the risk of price increases and disruptions to production scheduling through non-availability of componentry. The Group maintains excellent long-standing relationships with customers, being a highly respected figure in the NDT community and bringing new product developments to enhance the outputs and insights gained, for the benefit of its users.

The company has a long-standing experienced team with a history of trading globally. The Group works with trusted partners around the world to ensure it is compliant in financial and non-financial matters in local jurisdictions. Senior management are present at the Group's hubs in the UK, USA and Malaysia and a collaborative Group-wide ERP system ensures consistency of both operational and financial, planning and reporting. The group was aware of the ongoing sanctions being in place throughout the world and the market risk this placed on the group. The Directors continued to instil training and promote awareness from the Senior Management team as well as staff delivering services to customers. The group followed government guidance and acted to be compliant with UK, US and Malaysian legislation.

Risks

The Group acknowledges two further principal risks:

Liquidity Risk

The Directors closely monitor cash flow forecasting and ensure the Company maintains adequate reserves and access to financing. Although the Company recorded a loss in FY 2025, the Directors are satisfied that funding remains sufficient for ongoing operations.

Foreign Exchange Risk

The Group engages clients overseas with customer debts received and supplier payments made in several currencies, including US Dollars, which helps to mitigate a degree of foreign exchange risk through 'natural hedging'. However, the Directors maintain most of the Group's cash reserves in GBP which it believes to be prudent given most of the Group's operating costs are in GBP.

FUTURE DEVELOPMENTS

Despite the challenging trading period, the Company remains well positioned for medium term growth. Management intends to continue investing in research, development, and digital technologies, where appropriate and expanding equipment and service offering in high-growth regions. The Directors remain confident that the Group's strong technological position, diversified customer base, and ongoing investment in people and innovation will enable Guided Ultrasonics Limited to return to profitability over the medium term.

ON BEHALF OF THE BOARD:

Dr B Pavlakovic - Director

23 April 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 July 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 July 2025 was £1,087,500.

DIRECTORS

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

Professor P Cawley

Dr D Alleyne

Professor M Lowe

Dr B Pavlakovic

T Pialucha

P J Collins

N R Morris

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

AUDITORS

The auditors, APC Accountants Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Dr B Pavlakovic - Director

23 April 2026

Opinion

We have audited the financial statements of Guided Ultrasonics Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 31 July 2025 and of the group's loss 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 group 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 group's and the 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 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 five, 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 group's and the 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 directors either intend to liquidate the group or the parent 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:

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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis of our opinion.

Identifying and assessing potential risks related to irregularities

As detailed above we carried out our audit in line with the appropriate guidance. In regards to our procedures during the initial planning, remote working and final review stages we assessed our audit plan against the changing environments and updated wherever appropriate.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered and carried out a background information assessment on the company and looked at all of the appropriate laws and regulations that the company must abide with. These included Coronavirus regulations, but also GDPR and Health & Safety in regards of production as well as in the general office.

The group has a risk register for monitoring its risks and mitigations in place. The company also monitors all of its internal policies and procedures and carries out annual updates for those policies, or such as Covid19, regular reviews when Government guidance has changed. This is then communicated to staff on all levels to ensure updates in policies and procedures are known throughout the workforce.

The significant laws and regulations in regards to the business include Companies Act, Employment Law, Pensions legislation, Tax legislation, Health & Safety, Covid19 Regulations and GDPR are regularly reviewed by the company's management team and updated to ensure compliance.

We reviewed the group's risk assessments for its business in the significant laws and regulations, carried out reviews on board minutes including discussions with company officials and review of any legal cases and costs.

Audit response to risks identified

As a result of performing the above, we identified the group's revenue recognition in respect of the timing of when goods are sold and transferred to customer as well as services are provided such as training courses, as a key audit matter related to the potential risk of fraud. Our specific procedures in this regards are as follows:-

- Review of accrued and deferred income.

- Cut-off testing around the year end.

- Review of gross margins.

- Discussions with management.

In addition to the above, our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations, which have a direct effect on the financial statements;

- making enquiries of management, including legal experts concerning actual or potential litigation and claims;

- on our review of journal entries nothing unusual or unexpected had been identified from our sample testing of journal adjustments carried out by the company to its accounting system.

- we used limited analytical review procedures during our audit work and placed more reliance up on our transactional and detailed audit testing. Our analytical review for highlighting trends were then reviewed and assessed against our detailed testing work.

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 or misrepresentation.

Our audit team had regular updates and meetings within the team including all members of the team, including the RI to ensure that our audit work was being carried out appropriately and to ensure that our assessments have constantly been updated during our audit, as part of these meetings all team members remaining alert to any indications of fraud or non-compliance with laws and regulations throughout the 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.

Leighton Sharp FCCA MAAT (Senior Statutory Auditor)

for and on behalf of APC Accountants Limited

Chartered Accountants

and Statutory Auditors

7 St John Street

Mansfield

Nottinghamshire

NG18 1QH

24 April 2026

TURNOVER

5,337,970

8,118,403

Cost of sales

(2,043,349

)

(2,592,141

)

GROSS PROFIT

3,294,621

5,526,262

Administrative expenses

(5,285,068

)

(4,929,261

)

OPERATING (LOSS)/PROFIT

4

(1,990,447

)

597,001

Interest receivable and similar income

114,457

195,119

(1,875,990

)

792,120

Interest payable and similar expenses

5

(2,028

)

(3,574

)

(LOSS)/PROFIT BEFORE TAXATION

(1,878,018

)

788,546

Tax on (loss)/profit

6

407,448

110,224

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(1,470,570

)

898,770

(Loss)/profit attributable to:

Owners of the parent

(1,470,570

)

898,770

(LOSS)/PROFIT FOR THE YEAR

(1,470,570

)

898,770

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,470,570

)

898,770

Total comprehensive income attributable to:

Owners of the parent

(1,470,570

)

898,770

FIXED ASSETS

Intangible assets

9

3,136,578

3,537,908

Tangible assets

10

1,688,869

1,777,293

Investments

11

-

-

4,825,447

5,315,201

CURRENT ASSETS

Stocks

12

2,688,290

2,698,346

Debtors

13

2,422,218

1,987,436

Cash at bank and in hand

2,992,667

5,479,137

8,103,175

10,164,919

CREDITORS

Amounts falling due within one year

14

1,251,648

1,108,039

NET CURRENT ASSETS

6,851,527

9,056,880

TOTAL ASSETS LESS CURRENT LIABILITIES

11,676,974

14,372,081

CREDITORS

Amounts falling due after more than one year

15

-

(15,339

)

PROVISIONS FOR LIABILITIES

17

-

(121,698

)

NET ASSETS

11,676,974

14,235,044

CAPITAL AND RESERVES

Called up share capital

18

8,052

8,052

Capital redemption reserve

1,500

1,500

Retained earnings

11,667,422

14,225,492

SHAREHOLDERS' FUNDS

11,676,974

14,235,044

The financial statements were approved by the Board of Directors and authorised for issue on 23 April 2026 and were signed on its behalf by:

Dr B Pavlakovic - Director

FIXED ASSETS

Intangible assets

9

3,136,578

3,537,908

Tangible assets

10

1,568,163

1,621,695

Investments

11

2,882

2,882

4,707,623

5,162,485

CURRENT ASSETS

Stocks

12

2,688,290

2,698,346

Debtors

13

3,093,925

3,689,905

Cash at bank and in hand

2,947,450

5,435,527

8,729,665

11,823,778

CREDITORS

Amounts falling due within one year

14

937,430

998,474

NET CURRENT ASSETS

7,792,235

10,825,304

TOTAL ASSETS LESS CURRENT LIABILITIES

12,499,858

15,987,789

PROVISIONS FOR LIABILITIES

17

-

121,698

NET ASSETS

12,499,858

15,866,091

CAPITAL AND RESERVES

Called up share capital

18

8,052

8,052

Capital redemption reserve

1,500

1,500

Retained earnings

12,490,306

15,856,539

SHAREHOLDERS' FUNDS

12,499,858

15,866,091

Company's (loss)/profit for the financial year

(2,278,733

)

1,289,553

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 April 2026 and were signed on its behalf by:

Dr D Alleyne - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 August 2023

8,052

13,326,722

1,500

13,336,274

Changes in equity

Total comprehensive income

-

898,770

-

898,770

Balance at 31 July 2024

8,052

14,225,492

1,500

14,235,044

Changes in equity

Dividends

-

(1,087,500

)

-

(1,087,500

)

Total comprehensive income

-

(1,470,570

)

-

(1,470,570

)

Balance at 31 July 2025

8,052

11,667,422

1,500

11,676,974

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 August 2023

8,052

14,566,986

1,500

14,576,538

Changes in equity

Total comprehensive income

-

1,289,553

-

1,289,553

Balance at 31 July 2024

8,052

15,856,539

1,500

15,866,091

Changes in equity

Total comprehensive income

-

(2,278,733

)

-

(2,278,733

)

Dividends

-

(1,087,500

)

-

(1,087,500

)

Balance at 31 July 2025

8,052

12,490,306

1,500

12,499,858

Cash flows from operating activities

Cash generated from operations

1

(659,895

)

1,165,391

Interest paid

(2,028

)

(3,574

)

Taxation refund

134,170

273,168

Net cash from operating activities

(527,753

)

1,434,985

Cash flows from investing activities

Purchase of intangible fixed assets

(936,651

)

(1,283,599

)

Purchase of tangible fixed assets

(24,675

)

(53,091

)

Interest received

114,457

195,119

Net cash from investing activities

(846,869

)

(1,141,571

)

Cash flows from financing activities

Capital repayments in year

(24,348

)

(20,611

)

Equity dividends paid

(1,087,500

)

-

Net cash from financing activities

(1,111,848

)

(20,611

)

(Decrease)/increase in cash and cash equivalents

(2,486,470

)

272,803

Cash and cash equivalents at beginning of year

2

5,479,137

5,206,334

Cash and cash equivalents at end of year

2

2,992,667

5,479,137

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

(Loss)/profit before taxation

(1,878,018

)

788,546

Depreciation charges

1,451,080

1,297,878

Finance costs

2,028

3,574

Finance income

(114,457

)

(195,119

)

(539,367

)

1,894,879

Decrease/(increase) in stocks

10,056

(520,883

)

(Increase)/decrease in trade and other debtors

(283,202

)

318,979

Increase/(decrease) in trade and other creditors

152,618

(527,584

)

Cash generated from operations

(659,895

)

1,165,391

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 31 July 2025

31/7/25

1/8/24

£

£

Cash and cash equivalents

2,992,667

5,479,137

Year ended 31 July 2024

31/7/24

1/8/23

£

£

Cash and cash equivalents

5,479,137

5,206,334

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/8/24

Cash flow

At 31/7/25

£

£

£

Net cash

Cash at bank and in hand

5,479,137

(2,486,470

)

2,992,667

5,479,137

(2,486,470

)

2,992,667

Debt

Finance leases

(40,274

)

24,348

(15,926

)

(40,274

)

24,348

(15,926

)

Total

5,438,863

(2,462,122

)

2,976,741