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Company registration number: 08172055

Guru Systems Limited
Filleted Annual Report and Unaudited Financial Statements
for the Year Ended 31 December 2025

Guru Systems Limited

Contents

Directors' Report | 1
Balance Sheet | 2 to 3
Statement of Changes in Equity | 4
Notes to the Unaudited Financial Statements | 5 to 13

Guru Systems Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors of the company

The directors who held office during the year were as follows:

C Cole

G O Jones

D Milroy

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved by the Board on 27 July 2026 and signed on its behalf by:

......................................... C Cole Director |  |

Guru Systems Limited

(Registration number: 08172055)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 5 | 1,778,822 | 1,686,999
Tangible assets | 6 | 33,790 | 12,132
|  | 1,812,612 | 1,699,131
Current assets |  |  |
Stocks | 7 | 695,868 | 1,082,129
Debtors | 8 | 808,427 | 643,033
Cash at bank and in hand |  | 633,440 | 614,195
|  | 2,137,735 | 2,339,357
Creditors: Amounts falling due within one year | 9 | (3,234,246) | (3,634,160)
Net current liabilities |  | (1,096,511) | (1,294,803)
Total assets less current liabilities |  | 716,101 | 404,328
Creditors: Amounts falling due after more than one year | 9 | (349,810) | (449,656)
Net assets/(liabilities) |  | 366,291 | (45,328)
Capital and reserves |  |  |
Called up share capital |  | 100 | 100
Other reserves |  | 53,496 | 55,638
Profit and loss account |  | 312,695 | (101,066)
Total equity |  | 366,291 | (45,328)

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• | The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
• | The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Guru Systems Limited

(Registration number: 08172055)
Balance Sheet as at 31 December 2025

Approved and authorised by the Board on 27 July 2026 and signed on its behalf by:

C Cole Director |  |

Guru Systems Limited

Statement of Changes in Equity
for the Year Ended 31 December 2025

| Share capital £ | Other reserves £ | Retained earnings £ | Total £
At 1 January 2025 | 100 | 55,638 | (101,066) | (45,328)
Profit for the year | - | - | 413,761 | 413,761
Share based payment transactions | - | (2,142) | - | (2,142)
At 31 December 2025 | 100 | 53,496 | 312,695 | 366,291

| Share capital £ | Other reserves £ | Retained earnings £ | Total £
At 1 January 2024 | 100 | 47,980 | (266,597) | (218,517)
Profit for the year | - | - | 165,531 | 165,531
Share based payment transactions | - | 7,658 | - | 7,658
At 31 December 2024 | 100 | 55,638 | (101,066) | (45,328)

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
Unit 05.G01 The Leather Market
11-13 Weston Street
Bermondsey
London
SE1 3ER
England

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

These financial statements are presented in Sterling (£).

Going concern

The Directors have a reasonable expectation that the Company, together with its parent entity, has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. As a result the Directors believe that the going concern basis is appropriate. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

Turnover recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when the following conditions are satisfied:
- the Company has transferred the significant risks and rewards of ownership to the buyer;
- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
In respect of on-going contracts, turnover represents the value of work done in the year and is recognised on a monthly basis.

Government grants

Government grants are recognised under the accruals model resulting in income being recognised on a systematic basis over the period in which the related costs are incurred for which the grant is compensating. The income from the scheme is recognised as other income in the profit and loss and timing differences presented as other debtors or deferred income within the balance sheet.

Tax

The tax expense for the period comprises current tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. The company has taxable trading losses which are held off balance sheet due to uncertainty over future utilisation.
Deferred tax liabilities are presented within provisions for liabilities on the balance sheet.

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

Tangible assets

Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation of tangible assets

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Fixtures and fittings | 20% straight line
Office equipment | 20% straight line
Computer equipment | 20% straight line

Intangible assets

Development costs that are directly attributable to the design and testing of identifiable and unique services controlled by the company are recognised as intangible assets when the following criteria are met:
1) it is technically feasible to complete the project so that it will be available for use;
2) management intends to complete the project and use or sell it;
3) there is an ability to use or sell the project;
4) it can be demonstrated how the project will generate probable future economic benefits;
5) adequate technical, financial and other resources to complete the development and to use or sell the project are available; and
6) the expenditure attributable to the project during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Projects are amortised in the year following capitalisation.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Development expenditure | 20% straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Assets held under hire purchase agreements are capitalised as tangible fixed assets with the future obligation being recognised as a liability. Finance costs are recognised in the Profit and Loss Account calculated at a constant periodic rate of interest over the term of the liability.

Reserves

Called up share capital represents the nominal value of shares that have been issued.
Profit and loss account includes all current and prior period profits and losses.
Other reserves relate to share options in the parent company, Enpal Limited, for the benefit of the employees in Guru Systems Limited.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

Dividends

Dividend distribution to the company's shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations.
The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Share based payments

The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity's parent. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year was 30 (2024 - 30).

4 | Government grants

The amount of grants recognised in the financial statements was £105,657 (2024 - £236,345).

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

5 | Intangible assets

| Development costs £ | Total £
Cost or valuation
At 1 January 2025 | 5,220,139 | 5,220,139
Additions internally developed | 720,237 | 720,237
At 31 December 2025 | 5,940,376 | 5,940,376
Amortisation
At 1 January 2025 | 3,533,140 | 3,533,140
Amortisation charge | 628,414 | 628,414
At 31 December 2025 | 4,161,554 | 4,161,554
Carrying amount
At 31 December 2025 | 1,778,822 | 1,778,822
At 31 December 2024 | 1,686,999 | 1,686,999

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

6 | Tangible assets

| Fixtures and fittings £ | Office Equipment £ | Total £
Cost or valuation
At 1 January 2025 | 13,215 | 65,298 | 78,513
Additions | - | 31,646 | 31,646
At 31 December 2025 | 13,215 | 96,944 | 110,159
Depreciation
At 1 January 2025 | 10,433 | 55,948 | 66,381
Charge for the year | 758 | 9,230 | 9,988
At 31 December 2025 | 11,191 | 65,178 | 76,369
Carrying amount
At 31 December 2025 | 2,024 | 31,766 | 33,790
At 31 December 2024 | 2,782 | 9,350 | 12,132

7 | Stocks

| 2025 £ | 2024 £
Stocks held for sale | 695,868 | 1,082,129

8 | Debtors

| 2025 £ | 2024 £
Trade debtors | 575,114 | 475,906
Prepayments | 57,938 | 60,329
Other debtors and accrued income | 32,287 | 28,257
Corporation tax | 143,088 | 78,541
| 808,427 | 643,033

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

9 | Creditors

Creditors: amounts falling due within one year

| Note | 2025 £ | 2024 £
Loans and borrowings | 13 | 100,033 | 291,615
Trade creditors |  | 62,292 | 117,985
Amounts owed to group undertakings and undertakings in which the company has a participating interest | 11 | 2,376,941 | 2,406,651
Taxation and social security |  | 198,559 | 148,515
Other creditors |  | 496,421 | 669,394
|  | 3,234,246 | 3,634,160
Due after one year |  |  |
Bank borrowings | 13 | 349,810 | 449,656

Amounts owed to group undertakings are interest free and repayable on demand. All amounts due to group undertakings are owed to the ultimate parent company, Enpal Limited. The Company and the ultimate parent company share an identical board and statutory directors. The directors are confident that repayment will only be required if not considered detrimental to the company.

10 | Share based payments

The company operates a share option scheme for certain employees of the company. A credit to administrative expenses of £2,142 has been recognised in respect of these options (2024 - expense £7,658). The directors do not consider these options to materially impact the accounts. No options were exercised in the current financial year. As at 31 December 2025, the total number of active options were 58,474 (2024 - 59,244) with none granted and 770 having lapsed.

11 | Related party transactions

The company has taken advantage of the exemption under FRS102 to not disclose transactions with wholly owned subsidiaries of the group.

Directors Loans
Included within the prior year other creditors is a loan from the directors to the company of £200,000. This loan was fully repaid during the year. It was unsecured and interest bearing.

Summary of transactions with other related parties

The company owed £43,614 to Fair Heat Limited, a company with common directors, at the balance sheet date. In 2024 £1,124 was owed by Fair Heat Limited.

12 | Parent and ultimate parent undertaking

The company's immediate parent is Enpal Limited, incorporated in England & Wales.

Guru Systems Limited

Notes to the Unaudited Financial Statements
for the Year Ended 31 December 2025

13 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Bank borrowings | 99,846 | 291,546
Bank overdrafts | 187 | 69
| 100,033 | 291,615

Non-current loans and borrowings

| 2025 £ | 2024 £
Bank borrowings | 349,810 | 449,656

Included within bank borrowings is £449,656 (2024 - £549,502) in relation to a Coronavirus Large Business Interruption Loan. The outstanding balances are as follows: £99,846 (2024: £99,846) of the loan balance is due within one year, £349,810 (2024: £399,384) is due within 2-5 years, and £nil (2024 - £50,272) is due in more than 5 years. The bank loan is secured by a fixed and floating charge over all the assets of the company.
In addition there are amounts included within bank borrowings of £nil (2024 - £191,700) in relation to a loan from Capchase Inc which attracts interest at 12.15% including fees. This loan balance was fully repaid by October 2025.