REG - Metir PLC - Final Results
10/07/2025 14:30
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RNS Number : 6058Q Metir PLC 10 July 2025
10 July 2025
Metir plc
("Metir" or the "Company")
Final Results for the year ended 31 December 2024
Rebrand and reset implemented to support future growth
Metir plc (AIM: MET), the leading global provider of mobile and point-of-use
water and environmental testing technology, today announces its audited
financial results for the year ended 31 December 2024 ("FY24").
The Company's FY24 Annual Report is included at the end of this announcement
and is now available on the website at https://www.metirplc.com
(https://www.metirplc.com) .
The Company will make a further announcement in due course to confirm the
posting of its FY24 Annual Report to shareholders who have requested
information in hard copy, along with a Notice of the Company's Annual General
Meeting.
Operational highlights
· Successfully raised gross proceeds of £2.1m by way of an equity
fundraise in January 2024, enabling the acquisition of the business assets of
Modern Water.
· Established new facility in York, with validated lab and production
areas; key hires made across production, sales, and technical support.
· Relaunched Modern Water's commercial network and rebuilt the domestic
MicroTox® supply chain.
· Launched integrated Tethys Purity® Solution, combining Modern
Water's and Microsaic's technologies.
· Deployed 27 Continuous Toxicity Monitors (CTMs) in Qatar, securing a
strategic foothold in the Middle East.
· Appointed Graham Mullis as Strategic Advisor to the Board to assist
the Company with its strategy, development and growth plans.
· Initiated partnership with Siemens and CAD-IT to embed AI and machine
learning into toxin detection platforms.
· Progressed proprietary PFAS mobile testing technology with Swansea
University and a US equipment partner.
Financial summary
· Total revenue reduced by 53% to £0.23m (2023: £0.49m), reflecting
time spent establishing a new laboratory, restarting MicroTox® manufacturing,
upgrading MicroTox® LX and FX instruments, and rebuilding customer
relationships for future growth.
· Operating expenses decreased to £1.72m (2023: £2.88m)
· Operating loss reduced to £1.81m (2023: £2.60m)
· Loss before tax reduced to £1.92m (2023: £2.60m) after providing
for:
o Depreciation and amortisation of £158,000 (2023: £286,000)
· Gross profit of £9,000 (2023: £299,000) reflected the exceptional
start-up costs during the business reset in 2024, which are not expected to
repeat during 2025.
· Cash and cash equivalents as at 31 December 2024 of £188,000 (2023:
£173,000)
Post-period end
· Rebranded to Metir plc from February 2025, reflecting the new
strategic vision focused on mobile and point-of-use water and environmental
technologies.
· Appointed Dr Christopher Potts as Non-Executive Director in February
2025 to support increased governance and execution of the growth strategy.
· Successfully raised gross proceeds of £850,000 in June 2025,
including expected Directors' contribution in July 2025 to scale production
and accelerate product commercialisation.
· Launched Sulphate Reducing Bacteria (SRB) kits in June 2025, adding a
new revenue stream.
· Advanced MicroTox® LX production and commercial testing of a
real-time Pathogen Detector with Aptamer Group plc.
Outlook
· Trading in the first half of the year is running significantly higher
than recent prior periods. This is due to;
o Strong levels of MicroTox® LX instrument sales, in turn supporting a
growing level of reagent sales.
o The full impact of the current Qatar contract for the initial installation
of 27 CTM instruments is being recognised in 2025.
· Metir's strategic focus is clear: grow revenues, improve gross
margins, and drive sustainable cash generation.
· The substantial increase in orders and sales seen so far this year
demonstrates the success of the Company's strategic reset.
· The proceeds from the Company's June 2025 fundraising are being used
to support and pursue large-scale toxic water testing projects, such as the
CTM deployment in Qatar, and to begin commercialising newly developed
products.
· While challenges remain, Metir is now more stabilised, has a
strengthened Board and, with prudent growth-driven investment, the Company is
now much better positioned for sustainable growth and to deliver shareholder
value.
Bob Moore, Executive Chairman and Chief Executive Officer, Metir plc,
commented:
"2024 marked a pivotal year of transformation and renewal for Metir. Through
the strategic acquisition of Modern Water, successful equity fundraising and a
comprehensive operational reset, the Company streamlined its structure,
reduced costs and laid the foundations for growth.
"The integration of our technologies and rebranding to Metir plc has
positioned us as a unified business with a clear vision and renewed momentum.
"With a strengthened leadership team, robust sales pipeline and growing
international presence, Metir is focused on scaling production, launching
innovative technologies and pursuing significant opportunities in the growing
global environmental and water testing markets.
"The Board believes Metir is now more stabilised and will deploy capital
prudently to enhance infrastructure and bolster sales and marketing efforts,
ensuring the Company is well-positioned to capture greater market share,
expand its global presence and deliver long-term shareholder value."
- Ends -
Metir plc +44 (0) 20 3657 0050
Bob Moore, Executive Chairman and Chief Executive Officer via Turner Pope
Singer Capital Markets (Nominated Adviser & Joint Broker) +44 (0) 20 7496 3000
Alex Bond / Oliver Platts
Turner Pope Investments (TPI) Limited (Joint Broker) +44 (0) 20 3657 0050
Andy Thacker / James Pope
Northstar Communications (Investor Relations) +44 (0) 113 730 3896
Sarah Hollins
About Metir
Metir plc is a leading global provider of mobile and point-of-use water and
environmental testing technology. Through its two established divisions,
Modern Water and Microsaic Systems, the Company develops and supplies
innovative, easy-to-use solutions that deliver rapid, accurate water quality
results, helping industries, utilities, and regulators monitor safety and
compliance in real time.
With a strong focus on data-driven insight and field-ready design, Metir's
technology supports critical decision-making across sectors, including
environmental monitoring, public health, and industrial process management.
Headquartered in York, UK, Metir serves worldwide customers and is dedicated
to advancing water testing standards through innovative, accessible solutions.
For more information, please visit https://www.metirplc.com
(https://www.metirplc.com)
Annual Report and Accounts for the year ended 31 December 2024
Chairman and Chief Executive Officer's Statement
2024 was a year of transformational refocus and the early signs of recovery
following a period of significant challenge. In January 2024, Metir plc (then
known as Microsaic Systems plc) ("Metir" or "the Company") concluded a pivotal
£2.1 million gross equity fundraising and, with shareholder support, acquired
the business assets of Modern Water (U.K.) Limited. This transaction acted as
a catalyst for a comprehensive reset and stabilisation of the business model
of the Company and its subsidiaries ("the Group"). This encompassed a
restructuring of the Board and management with a focus on leadership, a
commitment to improve corporate governance, the development of multiple
revenue streams, and an in-depth review of the Group's finances in response to
the challenges in reporting the 2023 results.
The rebranding to Metir plc post year-end in February 2025 reinforces this
transformation, reflecting the much wider business capabilities of the Group
and its renewed strategic vision to become the leading global provider of
mobile and point-of-use water and environmental testing technology. The brand
names of Modern Water (U.K.) Limited, including MicroTox® reagents and
instruments, and Microsaic Systems' mini mass spectrometer technologies have
been maintained and are marketed through Microsaic Systems Trading Limited
("Microsaic") and Modern Water (U.K.) Limited ("Modern Water"), the two wholly
owned subsidiary companies of Metir plc.
Operational and Financial Progress
During the period, the Group focused on a lean operating model, reducing the
Group's overall cost base, enhancing operational efficiency, and ensuring that
resources are directed toward value creation and innovation.
The Group established a new manufacturing facility for MicroTox® reagents in
York and recruited key personnel across production, sales, and technical
support.
In parallel, the Group rebuilt a domestic supply chain for the manufacture of
MicroTox® instruments and consumables and relaunched the Modern Water
commercial network. These initiatives generated the first post-acquisition
revenues in May 2024.
For the year ended 31 December 2024, the Group's revenue decreased by 53% to
£0.23 million (2023: £0.49 million), reflecting the time to restart
MicroTox® manufacturing in the new laboratory and the time taken for the
electronics upgrade of the newly acquired MicroTox® LX instruments before
they could be delivered to customers towards year-end. The period also focused
on rebuilding customer relationships to support future growth. However,
operating expenses were significantly reduced to £1.72 million (2023: £2.88
million), due to disciplined cost control.
As a result, the Group reported a reduced operating loss of £1.81 million
(2023: £2.60 million). The loss before tax amounted to £1.92 million (2023:
£2.60 million), after no share-based payment charges (2023: £21,000), and
depreciation and amortisation of £158,000 (2023: £286,000). The Group's
gross loss during the period of £125,000 (2023: £299,000 gross profit)
reflected the exceptional start-up costs during the business reset in 2024,
which are not expected to repeat during 2025. The Group ended the year with
cash and cash equivalents of £188,000 (2023: £173,000), reflecting strong
and prudent cash management.
Post period end, in June 2025, the Group successfully raised £780,000 gross
through a placing, with an intended Director subscription in July 2025
following publication of this Annual Report. These funds will be used to
accelerate growth, including increased production, new product development,
and the pursuit of some larger projects, similar to the flagship one in Doha,
Qatar, giving the city 24/7 fast response monitoring of any toxins in their
potable water.
Integration and Innovation
During the year, the Group made strong progress integrating the businesses and
advancing initiatives to scale production, enhance technological capabilities,
and support future growth.
With the addition of Modern Water's toxin detection portfolio and the
complementary capabilities of Microsaic's miniaturised mass spectrometry,
Metir plc now offers a unique, integrated solution for real-time detection and
detailed analysis of environmental pollutants. This integrated system is now
marketed under the Tethys Purity® Solution.
Significant momentum was achieved in product deployment and international
market expansion. In December 2024, the Group began production and shipping of
the redesigned MicroTox® LX instrument. A key achievement during the year was
also the successful installation of 27 Continuous Toxicity Monitors (CTMs) in
Doha, Qatar (albeit with full testing and commissioning deferred to 2025),
with the potential for further orders in 2025. This establishes a solid and
strategic foothold in the Middle East and positions Metir plc to support
'smart cities' that require 24/7 screening of water purity with early warning
monitoring, enabling fast shutdown if toxins are detected.
On the technology front, strategic partnerships with Siemens and CAD-IT have
been initiated to integrate machine learning and AI capabilities across the
product range. Enhancements to the CTM machines started in 2024, which will
result in advanced software being incorporated into the CTMs and potentially
all of Modern Water's other toxin detection instruments. This will enable
centralised data aggregation into a single dashboard with AI-driven analysis
of recorded data.
Funds raised post year-end in June 2025 are being deployed to scale production
of MicroTox® LX and FX instruments and accelerate revenues and the commercial
testing of a new prototype real-time, constant monitoring Pathogen Detector,
being developed in collaboration with Aptamer Group plc.
The Board believes one of the most significant future opportunities for Metir
plc is in the growing market for PFAS (forever chemicals) testing, and
therefore, additional investments are being made in Metir plc's unique and
proprietary PFAS testing platform. Recent research shows PFAS, including
traces of trifluoroacetic acid (TFA), are widespread in the environment and
may pose long-term health risks, prompting growing calls for regulation.
Further to the laboratory work already completed at Swansea University, Metir
plc's PFAS platform has been trialled for mobile in-field testing on a river
in Wales with successful results. Using these results and with the assistance
of Swansea University, the Group is co-operating with a US specialist
equipment company to provide compatible technology that will help optimise our
PFAS detector. The objective is for Metir plc to complete the optimisation
work with strategic partnerships and financing to become the world's leading
supplier of mobile PFAS detection equipment.
Post year-end, the delivery of proprietary Sulphate Reducing Bacteria (SRB)
kits began in June 2025, with an increasing order book, which is an additional
revenue stream for Modern Water, being introduced in Q3 2025.
The funds raised will also be used to support major potable water monitoring
bids, alongside unlocking Innovate UK and other grant funding opportunities.
The Group's commitment to operational excellence and quality was further
underscored by a successful ISO9001 audit and implementation of a robust
Quality Management System across the business.
Leadership and Governance
The leadership team and Board were further strengthened in 2024 by the
appointment of Graham Mullis as Strategic Advisor. Graham brings a wealth of
industry experience in scaling life sciences and environmental businesses
internationally and will support the Board in developing and executing its
growth strategy.
Following the year-end, on 6 February 2025, Dr Christopher ("Chris") Potts
joined the Board of Metir plc as an Independent Non-Executive Director. Chris
brings over 20 years of senior executive and chair experience in international
technology businesses.
The new Board remains committed to strong levels of governance and control.
Outlook
Looking ahead to the second half of 2025 and beyond, Metir plc's strategic
focus is clear: grow revenues, improve gross margins, and drive sustainable
cash generation. The substantial increase in orders and sales seen so far this
year demonstrates the success of the Group's strategic reset, stabilisation
and transformation in 2024, including the merger of Microsaic and Modern
Water's technologies, and the reduction of Group operating overheads.
Encouraging trading performance from Modern Water, a robust sales pipeline,
and growing customer engagement provide increasing confidence in the business
outlook. The Board looks forward to updating shareholders on initial revenues
for the first half of 2025 by the end of July 2025.
With a broad suite of proprietary instruments, testing kits, and reagents,
Metir plc is well-positioned to capitalise on the rising global demand for
water quality monitoring systems and particularly the increasing need for PFAS
(forever chemicals) detection to the regulatory required micro levels that can
only be measured accurately using mass spectrometry techniques.
The proceeds from the Group's 2025 fundraising are being used to support and
pursue large-scale toxic water testing projects, such as the CTM deployment in
Qatar, and to begin commercialising newly developed products.
While challenges remain, particularly around scaling operations and growing
international market share, Metir plc is now more stabilised, supported by a
strengthened Board. The Group will deploy capital prudently to enhance
infrastructure and bolster sales and increase marketing efforts, to ensure
Metir plc is well-positioned to capture greater market share, expand its
global presence, and deliver long-term shareholder value.
We would particularly like to thank the operations team for their commitment
and resilience through a year of intense change, and the Group is grateful to
its shareholders, both existing and new, for their ongoing support.
Bob Moore
Chairman and Chief Executive Officer
Metir plc
10 July 2025
STRATEGIC REPORT
For the year ended 31 December 2024
Stakeholder Engagement
Section 172 of the Companies Act 2006 ("S.172") recognises that companies are
run for the benefit of shareholders, but that the long-term success of a
business is dependent on maintaining relationships with stakeholders and
considering the external impact of the Group and Company's activities.
Metir plc's key stakeholders are our employees, shareholders, partners
(including distributors, OEMs and collaborators on new products), and our key
suppliers, such as our manufacturing contractors and key R&D
subcontractors. By working with all stakeholder groups, the Group can unlock
the potential of the business and maximise the value created. The key
principles and values adopted by the Group are detailed under Principle 8 of
the QCA Corporate Governance Code (2018).
For Metir plc, engagement with our key stakeholders is part of how we operate
as a business. Actively seeking to understand the concerns and aspirations of
our employees, how we can better engage with them, how we can work more
closely with the partners who distribute our products and those that we
collaborate with, plus the challenges faced by our manufacturing partner and
other suppliers.
The Group has shifted the focus to growth in commercial sales across both
product and service offerings targeting solutions to meet the requirements of
existing clients and investigating markets to capitalise on the value of the
new business model. The Directors continue to engage with shareholders and key
stakeholders keeping them up to date on progress.
Under S.172, a company's directors have a duty to discharge their
responsibilities having regard to:
a) the likely consequences of any decision in the long term - the focus of the
Board during 2024 was the restructuring of the business to ensure economic
viability and to deliver a more commercial focus with emphasis on the delivery
of solutions, beyond equipment sales.
b) the interests of the company's employees - the Board regards the expertise
and contributions of its employees as critical to its future success.
Executive management regularly update employees on the progress of the
business. The Board seeks to remunerate its employees fairly and has adopted a
flexible working hours policy to cater for employee needs. Full and fair
consideration is given to applications for employment received regardless of
age, gender, colour, ethnicity, disability, nationality, religious beliefs or
sexual orientation.
During the year under review, major restructuring changes were made to address
the more commercial focus of the business model. These changes were made with
full consultation with team members. We ensured that supportive HR systems
were in place and decisions on new personnel were made in collaboration with
the team and an appropriate consultation process. Although most employees left
the Group at the end of 2023, the process enabled our commitments to them to
be met, which would not have been possible without the restructuring and
refinancing of the business.
c) the need to foster the company's business relationships with suppliers,
customers and others - customer satisfaction and trust are critical for our
success. By providing a high-quality product, solution or service to meet
those demands, we increase customer satisfaction. Over a 22-year period, this
has allowed us to build trust within the community we operate in and with our
customers showing our commitment to quality and continuous improvement. This
includes our ongoing commitment to ensure that our suppliers continued to be
paid on time.
d) the impact of the company's operations on the community and the environment
- the Group meets operational efficiencies and systematic processes that come
with our certification of ISO 9001, leading indirectly to positive community
and environmental impacts.
As part of the ISO 9001 process, we are required to consistently monitor and
manage our operations. This has led to improvements in efficiency and
effectiveness.
ISO 9001 requires us to have a process for selecting and managing suppliers.
This has led us to selecting suppliers who also have a commitment to
sustainability, thus extending the environmental and community impact.
ISO 9001 requires us to identify and address risks in our daily operations,
which indirectly benefit the environment and the community by preventing
incidents that could have negative effects.
e) the desirability of the company maintaining a reputation for high standards
of business conduct - the Group acted in a professional manner during 2024,
liaising with key stakeholders and followed the principles and values of the
Group as outlined on pages 20 to 28 of the Corporate Governance Report.
f) the need to act fairly as between members of the company - the Board
treated shareholders fairly and made sure it kept them up to date through
regulatory news releases. Significant shareholders were given the opportunity
to meet and discuss with senior management and members of the Board.
Performance Measurement
The ongoing performance of the Group is managed and monitored using several
key financial and non-financial performance indicators as detailed below:
Revenue Year to 31 December 2024 Year to 31 December 2023 Increase/
(Decrease)
£000s £000s £000s
Equipment sales 84 286 (202)
Reagent sales 118 - 118
Consumables, spare parts, product support and services income 30 206 (176)
Total 232 492 (260)
The Group's revenue declined in 2024 due to reduction in sales by the
Microsaic business whilst resources were constrained and focused on the
resumption of production of Modern Water equipment and reagents.
Revenue comprises the sale of equipment, reagents, and product support
including consumables, spare parts and service.
Profit/(Loss) & Cash Metrics Year to 31 December Year to 31 December Increase/
2024 2023 (Decrease)
£000s £000s £000s
Loss from operations before share-based payments, interest, and tax
(1,715) (2,583) 868
Net cash from financing activities 1,845 (59) 1,904
Net cash used in operating and investing activities (1,830) (1,010) (820)
Cash and cash equivalents 188 173 15
The Group's profitability is monitored against budget monthly. Revenue
decreased year on year while other operating expenses were drastically reduced
despite the merger of the Microsaic and Modern Water businesses. The Group
monitors its cash position closely, and forecasts are updated on a regular
basis.
Non-financial key performance indicators measure a number of key areas,
including commercial and operational targets, such as number of sales orders,
unit production, new products transferred to manufacturing, number of
collaborations, agreements signed with new customers and quality measures from
the Group's ISO 9001:2015 system. Given the significant change in business
model throughout 2023 and 2024, direct analysis has not been possible, but
these metrics are being monitored going forward.
Financial Results - 2024
Income and Expenditure
Total revenue of £232k decreased 53% compared to the prior year (2023:
£492k).
There was a gross loss of £125k in 2024 (gross profit in 2023: £299k) which
reflects the exceptional start-up and remedial costs during the business reset
in 2024 which are not expected to be repeated during 2025.
Total operating expenses (excluding share-based payments and impairment) of
£1,590k (2023: £2,876k), decreased by £1,286k driven by the substantial
increase in operational efficiencies and a significantly reduced cost base.
There were no share-based payments in 2024 to leave a zero balance on the
share-based payment reserve.
Finance income of £25k increased compared with the prior year (2023: £13k).
The R&D tax credit claim for 2022 was successfully received in full during
the second half of 2024 amounting to £262k. The R&D tax claim for 2023
was successfully received in the first half of 2025.
The total comprehensive loss for the year of £1,809k was a considerable 30%
reduction to the prior year (2023: £2,597k). There was a decline in gross
profits in 2024 but a significant reduction in other operating expenses of
£1,152k gave rise to substantially lower losses than in 2023. The basic loss
per share was 1.05 pence versus 0.041 pence per share in 2023.
Balance Sheet
Total non-current assets increased £44k to £210k (2023: £166k). This was
principally due to the acquisition of the Modern Water business. Current
assets at £1,189k were up £642k (2023: £547k). The increase was mainly due
to an increase in receivables from Avanceon (the revenue that will be
recognised in 2025) and Modern Water inventories. Total assets at £1,399k at
year end were £686k higher than the prior year (2023: £713k). Total equity
at £183k was £39k more than the prior year (2023: £144k), reflecting the
net funds raised in the financing of £1,850k less the loss for the year.
Total liabilities of £1,216k were £646k higher than in the prior year (2023:
£570k), mainly due to the increase in payables resulting from the acquisition
and restart of the Modern Water business.
Cash Flow
Net cash used in operating activities in 2024 of £1,656k was higher than the
previous year (2023: £1,058k) due to the trading increase in receivables and
other current assets.
There was a net cash outflow due to mainly investing in tangible and
intangible assets of £175k (2023: net cash inflow £48k).
Net cash generated by financing activities in 2024 were £1,845k. This is
mainly due to the fundraising in January 2024. In 2023, net cash used in
financing was £59k due to no major funding initiatives during 2023.
The net increase in cash for the year of £15k (2023 net decrease: £1,069k)
resulted in a cash balance as at 31 December 2024 of £188k (2023: £173k).
Bob Moore
Executive Chairman
DIRECTORS' REPORT
The Directors present their report for the year ended 31 December 2024.
Principal Activity, Business Review and Business Risks
Until January 2024 the principal activity of the Company (which at that time
was the sole constituent of the Group) was the commercialisation and
development of miniaturised micro-engineering equipment, originally for mass
spectrometry instruments. Now post-acquisition of the Modern Water business
the Group is now principally focussed on monitoring water for toxins and
pathogens by integrating the wider equipment portfolio together with
manufacture of specialised Microtox® reagent consumables. A review of the
business is contained within the Chairman and Chief Executive Officer's
Statement.
Going Concern
The Company and its subsidiaries (the Group) is loss making and has raised
funds in the past by issuing equity in discrete tranches. The most recent
fundraises were completed on January 2024 and June 2025 where the Group raised
£2.1m and £680,000 respectively before expenses from new and existing
shareholders.
For the year to 31 December 2024 the Group recorded a loss of £1,809k (2023:
£2,597k). At 31 December 2024, the Group held total assets of £1,399k (2023:
£713k) and cash balances totalling £188k (2023: £173k).
Following the January 2024 fundraise the directors restructured the business
to reduce the cost base and utilised £0.1m of the fundraise to purchase the
trade and assets of the Modern Water business. They also focused on
optimising Microsaic's Mass spectrometer technology for PFAS detection
purposes. Furthermore investment was targeted to restart production and sale
of reagents and instruments for Modern Water.
In assessing the ability of the Group and parent Company to continue as a
Going Concern, the directors have reviewed sales projections and cashflow
forecasts to 30 September 2026 alongside a thorough review of the Group and
parent Company's reserves and working capital requirements from the date of
approval of the financial statements. The directors have also reviewed
downside sensitivities in the cash flow forecast including adverse effects on
sales margins and volumes throughout the product mix. The sensitives run
include reduction in product margin, reduction in unit product sales and an
increase in product base costs.
If performance deviates materially from the scenarios considered above, there
are several actions that the Group could undertake to mitigate the liquidity
and profit impact. These include:
· Cost savings initiatives with a focus on areas of discretionary
spend such as marketing, travel and certain professional fees. These cost
savings are included within the existing forecasts
· Reduction in longer term stock purchases to reflect the lower
sales projections
· Reduction in project, IT and CAPEX spend including external
contractor costs, which for a short period of time would not adversely impact
our sales and customer proposition
Going concern assessment
Having considered the forecasts noted above, the mitigating actions available
to management, recent trading performance and having regard to the
macroeconomic risks and uncertainties to which the Group is exposed, the
Directors have a reasonable expectation that the Group and parent Company has
adequate resources to continue operating for the foreseeable future and to
operate for a period of at least 12 months from the date of the approval of
these financial statements. Accordingly, the financial statements have been
prepared on a going concern basis.
Results and Dividends
The results for the Group are given in the statement of comprehensive income
set out on page 37. The Group is currently making losses and has retained
losses which have to be recovered before it can pay a dividend. Therefore, the
Directors do not recommend the payment of a dividend (2023: £nil).
Business Development and Sales
Revenues are made through OEM and distribution sales channels with direct and
collaboration partners currently in place, covering North America, Europe,
China, Southeast Asia and Japan.
Research and Development ("R&D")
R&D is important for the Group's success. The cost of the R&D work
carried out in the financial year ending 2024 and 2023 were £31k and £87k
respectively. The Group conducts periodic reviews of its patent portfolio to
align it with current business strategy. After the most recent review in 2023,
the active patent portfolio is 9 main patents registered in 61 countries.
Directors
Between 1 January 2024 and 31 December 2024, the following Directors held
office:
Dr Nigel Burton, Non-Executive Director (Age 67)
Bob Moore, Executive Chairman and CEO (Age 67)
Directors' interests
The Directors' historic interests in the shares of the Company were:
Ordinary shares of 0.001p Ordinary shares of 0.01p
at 31 December 2024 at
31
De
ce
mb
er
20
23
Number % Number %
Gerard Brandon(1) 304,000 0.17 190,000,000 2.99
Dr Nigel Burton 2,480,800 1.38 300,000,000 4.72
Bob Moore 9,040,000 5.05 - -
11,824,800 6.60 490,000,000 7.71
(1) Resigned 25 September 2023. The 2024 figure includes 80,000 (2023:
50,000,000) shares by a person closely associated with Gerard Brandon.
The above table highlights the historic director's shareholding interests in
the Company at 31 December 2023 and prior years. In January 2024 all of the
Company's 6,361 million ordinary shares were subjected to a 625:1
consolidation to result in 10.2 million shares in total and 10.2 million
deferred shares issued in order to maintain the nominal value of equity, with
such deferred shares holding almost no rights. A capital raise then took
place with the issuance of 169 million additional ordinary shares for a net
cash consideration after costs of £1.8million. The resulting number of
ordinary shares in the Company after these events in January 2024 was 178
million.
Directors and significant shareholdings
Ordinary shares of 0.001p each at 27 June 2025
Holder Shares %
Bob Moore 9,040,000 3.02%
Nigel Burton 2,480,800 0.83%
JIM Nominees Limited 102,245,816 34.18%
Edale Capital LLP (Edale Europe Absolute Master Fund) 23,386,211 7.82%
Interactive Investor Services Nominees Limited 16,712,008 5.59%
Pershing Nominees Limited 15,692,308 5.25%
Platform Securities Nominees LTD 15,384,615 5.14%
Winterflood Securities Limited 11,812,231 3.95%
Lawshare Nominees Limited 10,683,075 3.57%
Rene Nominees (Iom) Limited 10,000,000 3.34%
L Scott 9,395,767 3.14%
Peel Hunt Partnership Limited 9,236,574 3.09%
Employees
The Board regards the expertise and contributions of its employees as critical
to its future success. Executive management regularly updates employees on the
progress of the business. The Board seeks to remunerate its employees fairly
and has adopted a flexible working hours policy to cater for employee needs.
Full and fair consideration is given to applications for employment received
regardless of age, gender, colour, ethnicity, disability, nationality,
religious beliefs or sexual orientation.
The Board would like to thank all the Group's employees for their
contributions to date.
Company share ownership plans
During the year the Company operated two Employee Share Option Schemes
("ESOS"), an approved scheme and an unapproved scheme.
The ESOS were formed to enable the incentivisation of employees to be aligned
to the performance of the Group. Under the ESOS, the Company grants employees
options to acquire the Company's ordinary shares subject to:
· Vesting periods (normally three years for new grants) and an exercise
period of up to ten years from the date of grant;
· The exercise price is normally the market price of the ordinary
shares at the close of business the day before the date of grant unless the
award is linked to an equity fundraise; and
· Performance and time-based vesting conditions as appropriate.
Options are granted up to the maximum amount allowed under the limits of the
Enterprise Management Incentive ("EMI") Scheme - these options are called
'Approved Options'. The EMI Scheme is subject to the provisions of Schedule
5 of the Income Tax (Earnings and Pensions) Act 2003 and has tax advantages
for the employee and employer. There is an unapproved scheme, which has no tax
advantages, for those awards which do not qualify under the Approved Option
scheme.
No options were awarded in 2024. As a result of the restructuring programme
during Q4 2023, the Company had no remaining employees with share options at
31 December 2023 and hence no share options were in existence at this date.
Management of risk
The management of operational risk is covered in the Corporate Governance
Report while financial risk is detailed under note 26 Financial Instruments.
Health and safety and the environment
The Group is committed to providing a safe environment for its staff and other
parties for whom it has a responsibility. It has set up systems and processes
to ensure compliance with health and safety legislation and the Board reviews
an update on health and safety matters at each main Board meeting.
The Group is also mindful of its corporate responsibilities concerning the
impact of its activities on the environment and seeks to minimise this impact
where practicable.
Quality management system
The Group's mission is to deliver miniaturised micro-electronic equipment and
Internet of Things designed to analyse data, using AI analytical services,
demanded by clients that include, but are not exclusively related to
miniaturised micro-electronic instruments that provide innovative compact
detection with high quality and reliability.
The Group's quality policy applies to the development, marketing and support
of our products. In all its activities the Group is strongly focused on
commitment to the requirements of its customers including:
· Management of risks to prevent operational and product problems that
may adversely impact customer satisfaction and the interests of other parties;
and
· Management of any externally provided products and services to ensure
that they meet specified requirements including changing needs.
To help management achieve its policy, the business management system has been
developed using a process approach including a Plan-Do-Check cycle, risk-based
thinking, and a fundamental commitment to the continual improvement of the
system and its effectiveness and integration into the Group's activities.
The Group's Quality Management System is based on ISO 9001:2015. This standard
puts considerable emphasis on risk management and management involvement
within the quality management system.
Directors' indemnity and insurance
The Company has granted an indemnity to its Directors and Officers under which
the Company indemnifies them, subject to the terms of the deed of indemnity,
against costs, charges, losses, damages and liabilities incurred by them in
the performance of their duties. The Company also maintains Directors and
Officers liability insurance against the consequences of actions brought
against them in relation to their duties for the Group.
Related party transactions
The interests of the Directors are shown in the Directors' Report while their
remuneration is detailed in the Directors' Remuneration Report. Other related
party transactions involving the Directors during the 2024 financial year are
included in note 28.
Directors' responsibilities
The directors are responsible for preparing the Strategic Report, Directors'
Report, 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 Group
financial statements in accordance with applicable law and UK adopted
international accounting standards and the parent Company financial statements
in accordance with applicable law and United Kingdom Accounting Standards,
including Financial Reporting 101 'Reduced Disclosure Framework' (United
Kingdom Generally Accepted Accounting Practice). 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 Group and
of the parent Company and of the profit or loss of the Group for that period.
In preparing the 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 Group will
continue in business;
⦁ State whether applicable UK adopted
international accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and 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 Group and Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditors
So far as each Director is aware, there is no relevant audit information of
which the Group's Auditor is unaware. Additionally, the Directors have taken
all the steps that they should have taken to make themselves aware of any
relevant audit information and to establish that the Group's auditor is aware
of that information.
Auditors
James Cowper Kreston Audit were appointed statutory auditor on 6 February
2025, replacing Saffreys LLP. James Cowper Kreston Audit have expressed its
willingness to remain in office as auditor of the Group and a resolution for
its reappointment will be proposed at the forthcoming Annual General Meeting.
Future developments
An indication of likely future developments in the business of the Group is
included in the Strategic Report.
Events after the Reporting Date
On 15 June 2025, the Company announced a successful placing of £680,000 gross
via the issuance of 120,000,000 new shares at 0.65p per share, and the
intended participation of £70,000 by two Directors of the Company to be
confirmed shortly after the publication of this Annual Report. In addition to
these shares a total of 24,000,000 Broker Warrants exercisable at the placing
price for 5 years were issued.
This Directors' Report was approved by the Board of Directors on 10 July 2025
and signed on its behalf by:
Bob Moore
Executive Chairman
Company number 03568010
REMUNERATION COMMITTEE REPORT
For the year ended 31 December 2024
Dr Nigel Burton chairs the Remuneration Committee which includes Bob Moore.
This report has been prepared with reference to the Quoted Companies Alliance
guide "Remuneration Committee Guide for Small and Mid-Size Quoted Companies."
The Group has sought to comply with the overarching principles of the
guidance, although not all recommended disclosures have been included on the
basis that they are not relevant to the current circumstances of the Group.
This report sets out the Group's policy on the remuneration of Executive and
Non-Executive Directors, together with details of Directors' remuneration
packages and service contracts.
Remuneration policy
The remuneration policy for Executive Directors, determination of their
individual remuneration packages and their performance appraisals have been
delegated to the Board's Remuneration Committee.
Remuneration of the Executive Directors
In setting the remuneration for the Executive Directors, the Remuneration
Committee considers several factors including:
· Basic salaries and benefits available to Executive Directors of
comparable companies;
· Need to pay Executive Directors a competitive salary in line with the
nature and complexity of their work;
· Need to attract and retain Executive Directors of an appropriate
calibre;
· Need to ensure Executive Directors' commitment to the continued
success of the Company by means of incentive schemes; and
· Need for the remuneration awarded to reflect performance.
The remuneration of the Executive Directors consists of basic salary. There
are no other payments currently in place. A discretionary bonus scheme based
on performance against individual and business objectives did not operate
during the year (2024 bonus: Nil). Bob Moore as Executive Chairman and acting
CEO has continued his Non-Executive Director's salary without increase
throughout 2024 and to date as part of the strict cost control during the
rebuilding and business reset of the Group in the year.
Remuneration of the Non-Executive Chairman and Non-Executive Directors
The Chairman of the Remuneration Committee discusses the remuneration of the
Non-Executive Directors with the Executive Directors. The remuneration is then
discussed and agreed by the Board (excluding Directors with a conflict of
interest) following recommendation by the Remuneration Committee, having a
view to rates paid in comparable organisations. All Directors received fixed
fees with no other remuneration, options, warrants or other incentives in the
year and continue to do so. The Non-Executive Directors do not receive any
pension, bonus or other benefits from the Group.
Share options and shares
There were no new share options granted to the Directors during 2024.
Details of the shares held by Directors are listed in the Directors' Report.
Directors' notice periods
Details of the Director's notice periods as per their service contract are as
follows:
Contract date Term Notice period
Nigel Burton 5 February 2021 Twelve months 3 months
Bob Moore 15 March 2022 Twelve months 3 months
Directors' emoluments
Directors' remuneration in 2024 is detailed below.
Salaries & fees Non-cash payments Pension contributions Share- based payments Year to 31 December 2024 Year to 31 December 2023
£ £ £ £ £ £
Gerard Brandon(1) - - - - - 97,820
Nigel Burton 35,000 - - - 35,000 35,000
Bob Moore(2) 30,000 - - - 30,000 30,000
TOTAL 65,000 - - - 65,000 162,820
(1) Resigned as a Director on 25 September 2023.
(2) A company named Swiftpipe Ltd, controlled by a common director invoiced
fees of £30K in relation to director fees. Amount outstanding as at 31
December 2024 were £9,000 (2023: £6,000).
Directors' share options
There were no Share options or warrants over the Company's ordinary shares
held by the Directors at the year-end.
The Directors' Remuneration Report was approved by the Board of Directors on
30th June 2025 and signed on its behalf by:
Dr Nigel Burton
Chairman of the Remuneration Committee
FINANCE & AUDIT COMMITTEE REPORT
For the year ended 31 December 2024
Introduction
Dr Nigel Burton chairs the Finance & Audit Committee ("the Committee")
which includes Bob Moore. Given the current size and complexity of the Group,
the Board considers that the size and composition of the Committee is
appropriate. Following the year-end Dr Chris Potts joined the Committee.
This report details how the Committee has met its responsibilities under its
terms of reference. The Committee is a sub-committee of the Board. As
Non-Executive Directors, the members of the Committee are, together with the
Board as a whole, responsible for the integrity and probity of the Group. The
work of the Committee is aimed at supporting the creation of long-term value
for shareholders.
The Committee continues to act as an oversight sub-committee of the Board,
considering and challenging but not itself performing the relevant processes.
The ultimate responsibility for reviewing and approving the Annual Report and
Accounts and interim financial statements remains with the Board.
The Committee does not believe there is a requirement for an internal audit
function due to the Group's size and level of complexity.
Role and Responsibilities
The Board has established a Finance & Audit Committee to monitor the
integrity of the Group's financial statements and the effectiveness of the
Group's internal financial controls. The Committee's role and
responsibilities are set out in the terms of reference which are available
from the Group's website. The terms of reference are reviewed regularly and
amended where appropriate. During the year, the Committee worked with
management and the external auditors in fulfilling these responsibilities.
The Committee report deals with the key areas in which it plays an active role
and has responsibility. These areas are as follows:
i. Financial reporting and related primary areas of judgement;
ii. The external audit process;
iii. Risk management and internal controls; and
iv. Whistleblowing procedures.
The members of the Finance & Audit Committee are Dr Nigel Burton and Bob
Moore. The Board considers that the Committee has an appropriate and
experienced blend of commercial, financial and industry expertise to enable
it to fulfil its duties.
Financial Reporting and External Audit Process
The Chairman of the Committee participated in the Audit Planning meeting held
in March 2025 with the external auditors to plan the financial audit,
discussed potential key audit matters and along with the Committee reviewed
the Audit Planning Memorandum.
The Board as a whole reviewed the going concern paper prepared by management,
including detailed financial forecasts for the period 2025 to 2026, related
assumptions, risks and opportunities, sensitivities, and areas for mitigation.
The outcome of the Board's discussions on going concern is explained in more
detail in note 3.
The Committee has satisfied itself that the 2024 Annual Report and Group
Accounts have been prepared in accordance with UK adopted international
accounting standards, and with those parts of the Companies Act 2006
applicable to companies reporting under UK adopted international accounting
standards and provide the information necessary for shareholders to assess the
Group's performance, business model and strategy.
Risk Management and Internal Controls
The Board considered as part of its review of risks those risks detailed in
the Corporate Governance Report including mitigating actions. At the date of
this report, the Group continues to be a going concern. As announced on 3
November 2023 and explained above, the Company implemented a significant cost
reduction exercise and in January 2024 raised £1.8m in funds to provide
additional working capital, including to remain on AIM, and following the 2024
year end raised £0.78m before expenses in June 2025.
Another key responsibility of the Committee is to review the Group's internal
control systems, including internal financial controls. An independent and
qualified chartered accountant was contracted to review and update the Group's
Financial Procedures Manual to ensure it was in line with current practice.
There were no reported instances of fraud during the year.
The Group's Auditors is encouraged to raise comments on internal control in
their management letter following the annual audit. The points raised and
actions arising are monitored through to completion by the Finance & Audit
Committee.
Whistleblowing
The Committee had no whistleblowing incidents reported during 2024 (2023:
nil). Dr Nigel Burton was appointed Primary Designated Officer during 2023.
Committee Meetings
The Committee met twice in the year. Both meetings related to the Annual
Report and Accounts which the then external auditors attended.
Auditors Fees and Non-Audit Services
The Committee reviewed and agreed to the proposed audit fee of £40k (2023:
£62k).
Auditor Independence
The Committee satisfied itself on the auditor's independence. The previous
auditor, Saffery LLP, had completed 5 years of audits, it was therefore
considered a suitable opportunity to appoint a new auditor, which the Group
and Directors have no previous relationship with, James Cowper Kreston Audit
were appointed in February 2025. No non-audit services have been provided in
the current financial year.
The Report of the Finance & Audit Committee was approved by the Board of
Directors on 30 June 2025 and signed on its behalf by:
Dr Nigel Burton
Chairman of the Finance & Audit Committee
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2024
Board composition
Bob Moore was appointed as Executive Chairman on 25 September 2023 and served
in this role throughout the year. Dr Nigel Burton continued as a Non-Executive
Director and Senior Independent Non-Executive Director throughout the year.
Following the year end, Dr Chris Potts was appointed as a Non-Executive
Director on 6 February 2025. Their biographies are detailed under Principle 6
in this Report.
Board Committees
The Finance & Audit and Remuneration Committees are chaired by Dr Nigel
Burton, and Bob Moore is a member of both committees.
Chairman's Corporate Governance Statement
The full corporate governance statement is published and maintained up to date
on the Group's website at
https://www.metirplc.com/investors/#corporate-governance
(https://www.metirplc.com/investors/) . This extract from that statement is
included in the Annual Report & Accounts as required by the Quoted
Companies Alliance's ("QCA") Corporate Governance Code for small and mid-size
quoted companies (2018) (the "2018 Code").
The Board is committed to maintaining high standards of corporate governance
and, with effect from 26 September 2018, the Board adopted the 2018 Code.
The QCA Code was updated in 2023 and is recommended for adoption for
accounting periods commencing on or after 1 April 2024. The Directors intend
to adopt the QCA Code (2023) from the current financial year.
The 2018 Code sets out ten broad principles of corporate governance.
It states what are considered to be appropriate corporate
governance arrangements for growing companies and requires companies to
provide an explanation about how they are meeting the principles
through certain prescribed disclosures.
The Chairman leads the Board and is responsible for its overall effectiveness
in directing the Group. He manages the Board agenda and ensures that all
Directors receive accurate, timely and clear information
and effectively contribute their various talents and experience in the
development and implementation of the Group's strategy. He ensures that the
nature and extent of the significant risks which the Group is willing to
embrace in the implementation of its strategy are challenged
and determined by the Board. The Chairman is responsible for ensuring that
the Board implements, maintains and communicates effective corporate
governance processes and for promoting a culture of openness and debate
designed to foster a positive governance culture throughout the Group.
The Board has considered how each principle is applied
and provides below an explanation of the approach taken in relation to
each principle and how they support the Group's medium to long-term success.
The Board agenda is regularly reviewed to ensure that all matters which the
Board should consider are addressed. This allows for presentations from the
Management Team so that the Board benefits from their input.
The Group includes a Remuneration Committee Report and a Finance & Audit
Committee Report in its Annual Report and Accounts.
The Board has recruited a further independent Non-Executive Director and
intends to appoint a non-executive Chair, enabling Bob Moore to continue as
CEO. The Head of Finance and Company Secretary role has been undertaken by
John Mottram since November 2023.
Save in respect of Principle 5 in consideration of the independence of the
Non-Executive Directors, which is considered in more detail below, the Board
considers that it does not depart from any of the principles of the 2018 Code.
PRINCIPLES TO DELIVER GROWTH
PRINCIPLE 1: Establish a strategy and business model which promote long-term
value for shareholders.
Strategy:
Metir plc's strategic aim is to capitalise on its strengths in point of need
detection systems, and access high-growth and emerging Life Science and
Environmental applications, as well as niches in traditional small molecule
markets. The Group intends to achieve its strategy with a business model built
on customer focus, collaborations, and technology innovation subject to the
available resources.
Business Model:
The Group's business model is outlined on page 7 of the Strategic Report.
Challenges:
Staying relevant to future customer needs
Customer needs evolve rapidly. Future product specifications are driven by
end-user requirements, and the Group has identified water toxicity monitoring
as its main target sector particularly given there is a greatly increased
public awareness for the essential need for pure and safe potable water. This
will inform Microsaic's product strategy as its Mass Spectrometer detectors
move from customer laboratories into production and front-line operating
environments including the potentially large market for PFAS (forever
chemicals) monitoring. The Group aims to ensure that its strategic product
development remains focused on meeting demand in life sciences and Modern
Water's toxic water testing applications.
Remaining innovative in an advancing technological landscape
Metir plc has successfully developed and implemented advanced technology and
has acquired additional intellectual property, instrument designs and
trademarks with the acquisition of the Modern Water business. This has led to
a solid foundation serving scientists in the laboratory, increasingly in life
and environmental science markets. The Group conducts periodic reviews of its
patent portfolio to align it with current business strategy. After the most
recent review in 2024, the active patent portfolio is 9 patents.
The Group made substantial cost reductions via a major restructuring.
programme begun in Q4 2023 and continued to exercise tight control over costs
throughout the year. As a result, the new and substantially smaller
organisation will continue to operate selective elements of the Microsaic
business with a focus on developing this in conjunction with the Modern Water
portfolio.
The Group extended its product capabilities further in 2024 through the
acquisition of the assets of the Modern Water business from DeepVerge plc and
will invest in this business subject to available resources.
PRINCIPLE 2: Seek to understand and meet shareholder needs and expectations.
The Group's aim is to maintain and enhance good relations with its
shareholders. The Group's interim and annual reports are supplemented by
capital market presentations to analysts and shareholder groups.
The Group is available to meet with shareholders outside these times if
required. The Group keeps shareholders up to date with the latest developments
through its website, social media and regulatory news service announcements on
technological, commercial and financial progress.
The Executive Chairman is primarily responsible for maintaining dialogue with
shareholders, supported by the Group's brokers. The Executive Chairman meets
shareholders, including following the announcement of the annual and interim
results. Following these meetings, the Group receives feedback on
shareholders' views and concerns.
The AGM is the principal forum for dialogue with private shareholders, and we
encourage all shareholders to attend and participate. Directors attend the AGM
and are available to answer questions raised by shareholders. The Directors
contact larger shareholders before AGMs and general meetings to ensure they
have submitted their proxy voting forms, and this also provides an opportunity
to hear any concerns.
Where feedback is received directly from shareholders or shareholder advisory
groups, for example relating to voting intentions on general meeting motions,
this is brought to the attention of and discussed by the Board.
During the year the Directors measured the success of shareholder engagement
by the support for proposals at the General Meeting to approve the funding
proposals in December 2024, which received over 98% support for all
resolutions.
PRINCIPLE 3: Consider wider stakeholder and social responsibilities and their
implications for long-term success. See the website for further disclosures.
PRINCIPLE 4: Embed effective risk management, considering both opportunities
and threats, throughout the organisation.
The Board aims to ensure that the Group's risk management framework
identifies and addresses all relevant risks in order to execute and
deliver the strategy.
The Directors recognise their responsibility for the Group's systems of
internal control and have established systems to ensure that an appropriate
and reasonable level of oversight and control is provided. The Group's
systems of internal controls are designed to help the Group meet its
business objectives by appropriately managing and wherever possible mitigating
risks faced by the Group. The controls can only provide reasonable, not
absolute, assurance against material misstatement or loss.
The Group's new Management Team, which reports into the
Executive, meets regularly to review commercial, technical, operational, and
financial risks facing the business. These risks are assessed according to
their nature and magnitude based on the seriousness of the risk and the
likelihood of the risk occurring. The effectiveness of the controls
implemented to minimise the risks are also reviewed. The aim of these reviews
is to provide reasonable assurance that material risks are identified, and
appropriate action is taken at an early stage to minimise or eliminate them.
From this review the Group maintains its internal risk register which is being
amended to take in to account the acquisition of the Modern Water business.
Risk Management
The Group manages risk from an operational perspective, where it assesses and
weighs up the potential risks to the business and how it can mitigate these
risks. The Board has identified the following risks and associated mitigating
actions as follows:
Description Risk Risk rating pre-mitigation Mitigating actions Risk rating post-mitigation
Unable to grow sales required to achieve sustainable profitability Sales growth is too slow to achieve targets HIGH Pursuing a new strategy involving services and investing in solution-based MEDIUM
business development to promote these as well as developing new sales
channels.
Unable to raise additional funds if required in the future Inability to continue as a going concern MEDIUM Communicate effectively with shareholders and potential investors. Ensure the MEDIUM
business plan is implemented effectively with the focus on expanding sales
channels and growing revenues, whilst adjusting variable costs in line with
actual revenues.
Reliance on third party manufacturing facilities A replacement manufacturer is necessary MEDIUM Work closely with our manufacturing partner and hold regular review meetings. MEDIUM
Ensure contingency plans are prepared and reviewed.
Retention and recruitment of key employees Loss of key employees and subsequent difficulty in recruiting suitable MEDIUM Ensure the Group's remuneration package is competitive and aligned to MEDIUM
replacements performance. Retain key staff by investing in their development.
Loss of competitive advantage in miniaturised mass spectrometry Competitors developing competing products MEDIUM The Group continues to innovate, invest in IP, and focus on its core strengths MEDIUM
around point of care, ease of use and simplicity of maintenance.
The annual budget is reviewed and approved by the Board. Financial results,
with comparisons to budget, and latest forecasts are reported monthly to the
Board together with a report on operational achievements, objectives and
issues encountered. Significant variances from plan are discussed at Board
meetings and actions set in place to address them.
Measures continue to be taken to review and improve internal controls and risk
management procedures. The Group has a Financial Procedures Manual which
includes approval levels for authorisation of expenditure, potential fraud
scenarios, payment approval process, expenses guidelines etc. This is updated
as necessary.
The Group's auditors are encouraged to raise comments on internal control in
their management letter following the annual audit. The points raised and
actions arising are monitored through to completion by the Finance & Audit
Committee.
PRINCIPLES TO MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
PRINCIPLE 5: Maintain the Board as a well-functioning, balanced team led by
the Chairman.
The Board currently consists of one Executive Chairman, and two Non-Executive
Directors. Bob Moore was initially appointed as an independent Non-Executive
Director in March 2022, however following the resignation of the former
Executive Chairman in September 2023, Mr Moore was appointed as Executive
Chairman. The Board recruited Dr Christopher Potts as a further independent
Non-Executive Director in February 2025 and intends to appoint at least one
executive director so that Mr Moore can return to his non-executive role. Mr
John Mottram was appointed as Head of Finance (non-board level) in November
2023.
The Group held weekly management meetings and 4 Board meetings during 2024
(2023: 10).
The Group has an equal opportunity policy to recruitment at Board level
and within the Group at large and seeks diversity as opportunities arise,
within the framework of selecting the most suitable person, based on relevant
skills, abilities, experience and location, as required for the role.
The principal role of the Chairman of the Board is to manage and provide
leadership to the Board of Directors of the Group. The Chairman is
accountable to the Board and acts as a direct liaison between the Board and
the management of the Group. The Chairman acts as the communicator for Board
decisions where appropriate.
Given the Chairman's current capacity as an Executive Chairman and CEO the
other Non-Executive Directors, provide the appropriate level of challenge to
both the Chairman and management. The intended recruitment of a further
director is expected to achieve the appropriate Board and management
structure.
The Chairman is responsible for the effective leadership, operation and
governance of the Board and its Committees. He ensures that all Directors
contribute effectively to the development and implementation of the Group's
strategy, while ensuring that the nature and extent of the significant risks
the Group is willing to embrace in the implementation of its strategy are
determined and challenged.
The Board believes that the advice, behaviour and character of its Chairman
and Non-Executive Directors are always in the best interests of the Group and
its shareholders. In addition, the skills and business judgement which they
possess and regularly exercise contributes to the efficient and effective
running of the Group.
The Group appreciates that circumstances which might or might appear to
affect a Director's judgement may well include financial dependence on the
Group and whether the Director is, or represents, a major shareholder. The
Chairman and Non-Executive Directors are not financially dependent on the
Group as they have other sources of income, and none of the Directors
currently represent a significant shareholder.
The Board recognises the importance of good governance arrangements.
The Board has an established Finance & Audit Committee and Remuneration
Committee. The Group believes it is currently too small to have a separate
Nominations Committee, so this role is taken on by the Board of Directors as a
whole.
Details and links to the terms of reference of the Finance & Audit
Committee and Remuneration Committee are set out under Principle 9 on the
website.
Details of Directors and their time commitment are set out under Principle 6
below. The attendance of the Directors at the regular Board and Committee
Meetings during the year ended 31 December 2024 were as follows.
Name Position during 2024 Regular Board Meetings Finance & Audit Committee Remuneration Committee
Nigel Burton Non-Executive Director 4 (4) 2 (2) 0 (0)
Bob Moore Non-Executive Director. 4 (4) 2 (1) 0 (0)
Executive Chairman from 25 September 2023
Numbers in brackets denote the total number of meetings that each Director was
eligible to attend during the year.
PRINCIPLE 6: Ensure that between them the Directors have the necessary
up-to-date experience, skills and capabilities.
Biographical details of the Board of Directors, their skills, suitability and
availability are set out below.
Mr Robert (Bob) Moore, Executive Chairman and CEO (formerly Non-Executive
Director)
Term of office: Appointed a Director on 15 March 2022 by the Board of
Directors of the Company. Mr Moore is also a member of the Finance & Audit
Committee and the Remuneration Committee and is also acting CEO. Mr Moore was
Senior Independent Non-Executive until 25 September 2023, when he replaced the
former Executive Chairman Brandon following his resignation
Background and suitability for the role: Bob is a UK qualified barrister and
brings over 40 years' commercial and legal experience to the Board. Bob has
acted as Head of International Legal Affairs at Enterprise Oil plc (a UK FTSE
100 company prior to its acquisition by Shell in 2002) and as co-founder and
Commercial Director of Granby Oil & Gas plc, which was listed on AIM from
2005 until its sale in 2008. Bob also acted as Non-Executive Chairman of
Mobile Streams plc, an AIM listed company, having been appointed to the role
in July 2021 until he resigned in September 2024.
Dr Nigel Burton, Non-Executive Director
Term of office: Appointed a Director on 5 February 2021 at a General Meeting
of the Company. Dr Burton is also Chairman of the Finance & Audit
Committee and the Remuneration Committee.
Background and suitability for the role: Nigel is currently a Non-Executive
Director of BlackRock Throgmorton Trust plc and several AIM listed companies
including eEnergy Group plc and Sorted Group Holdings plc. He spent over 14
years as an investment banker at leading City institutions including UBS
Warburg and Deutsche Bank, including as the Managing Director responsible for
the energy and utilities industries. Nigel also spent 15 years as Chief
Financial Officer or Chief Executive Officer of a number of private and public
companies.
Dr Chris Potts, Non-Executive Director
Term of office: Appointed a Director on 5 February 2025.
Background and suitability for the role: Chris brings over 20 years of senior
executive and chair experience of international technology businesses. He is
presently Chair of proSapient Ltd, and Zytronic plc. Chris's prior CEO
experience includes leading privately owned firms, private equity backed
businesses and divisions of listed public companies. He has a proven track
record of steering manufacturing, software development, and service-based
firms, while managing diverse, multidisciplinary teams of technical,
scientific, and business leaders. He has led several large international
corporate transactions. He has also served as a trustee or non-executive
director of three university or educational institutions. Chris holds a PhD
from the University of Cambridge, an MBA from Cranfield School of Management.
The Group uses external advisers.
The Board has appointed the following advisers:
· Singer Capital Markets as Nominated Adviser and Joint Broker;
· Turner Pope Investments as Joint Broker;
· James Cowper Kreston Audit for annual audit;
· Freeths as solicitors for the Group;
· Neville Registrars Ltd as the Group's registrar; and
· Menzies LLP for ongoing advice on Corporation tax, R&D tax
credits, VAT and PAYE.
PRINCIPLE 7: Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement.
Board Evaluation Process
The Board believes that, in addition to dealing with any matters as they
arise, it is appropriate to carry out a formal evaluation of the performance
of the Board each year. This is intended to ensure that the Board remains
effective, well-informed and able to make high quality and timely decisions
for the benefit of all stakeholders in the Group.
The usual evaluation involves each Director completing an evaluation
questionnaire which covers effectiveness from multiple angles including Board
structure and committees; Board arrangements, frequency and time; content of
Board meetings; Board culture; Board evaluation and succession; and individual
contributions. The completed questionnaires are anonymised and collated
independently into a summary, and comments and any areas of concern are
highlighted for discussion with the Board.
No formal evaluation process took place in 2024.
Succession Planning
As is common with many small AIM quoted companies, the Group does not have
internal candidates to succeed the Executive Directors. This will be kept
under review, especially when recruiting for senior roles as vacancies arise.
However, the Board does not believe it is appropriate to recruit additional
Directors or senior personnel solely for the purpose of Board succession
planning.
Training of Directors
It is recognised that there continues to be more regulation of which Directors
need to be aware. The Board will continue to ensure that Directors receive
appropriate support to keep up to date.
PRINCIPLE 8: Promote a culture that is based on ethical values and
behaviours.
The Group is committed to achieving the highest possible ethical standards in
conducting its business. The Group expects all employees and Directors to
maintain the same high standards. To achieve these ends, Metir plc encourages
freedom of expression and speech whilst not accepting prejudice of any kind.
Ethics is based on a set of principles and clear moral and ethical values.
The Group takes its principles and values very seriously and expects staff
at all levels to look to these principles and values for guidance.
Principles:
The Board has adopted the following four principles:
1. Management must lead by example. Good ethics should be most
noticeable at the top. Every employee must be accountable to the same rules.
2. Corporate values must be implemented throughout the Group. Every
forum and medium should be used to spread the message and, most of all, the
Group must practice what it preaches.
3. Meetings with staff (both one on one and group) to discuss the values
and what they mean to each employee must be undertaken when implementing a
value system. This will help to get everyone in the Group on the same page and
committed.
4. The values of the Group must endure changes in leadership. The longer
ethical values last, the more ingrained they will become.
Values
The Group conducts its business around seven core values:
1. Integrity - applying high ethical standards and being honest. The
Group will conduct its business with honesty to all stakeholders and will
uphold high moral principles.
2. Mutual respect, empathy and trust in dealing with others. An
environment of mutual respect, empathy and trust is necessary to promote
integrity. Trust in the workplace is critical to organisational success.
3. Innovation - a passion to experiment and deliver new solutions.
A focus on research and development is very important to the future success
of the Group. The Group is continually looking to deliver innovative
solutions and has a collaborative approach to meeting customer needs.
4. Teamwork - drives high performance. Metir plc relies heavily on
teamwork. The Group adopts a lean but highly skilled staffing model acting as
a team with the assistance of the same high level specialist contractors. A
team approach is more efficient, faster, benefits from multi-skills especially
in problem solving, increases learning opportunities and encourages a sense of
belonging, which often translates to a greater sense of ownership and
accountability for the work.
5. Quality - we take pride in everything we do. The Group is strongly
focused on quality from the products it produces to the processes it operates.
The Group is ISO 9001:2015 compliant.
6. Customer focus - go the extra mile for our customers. The Group
assigns the highest priority to customer satisfaction. We listen to our
customers and create solutions for unmet customer needs.
7. Shareholder value - striving to deliver value to shareholders. The
key objective of the Group is achieving sustainable profitability. Every
employee understands how they fit into the profitability picture. Everyone's
common goal is to build a strong, profitable Group that
will endure and provide a reasonable return to shareholders.
PRINCIPLE 9: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board.
See the website for further disclosures at
https://www.metirplc.com/investors/#corporate-governance
(https://www.metirplc.com/investors/#corporate-governance)
PRINCIPLE 10: Communicate how the Group is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.
The following committee reports are included in these Annual Report &
Accounts as shown below, which will shortly be available on the Company's
website. They include details of the work of those committees:
· The Remuneration Committee Report - pages 16 to 17; and
· The Finance & Audit Committee Report - pages 18 to 19.
The Corporate Governance Report was approved by the Board of Directors on 10
July 2025 and signed on its behalf by:
Bob Moore
Executive Chairman
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF METIR PLC
For the year ended 31 December 2024
We have audited the financial statements of Metir plc (the 'parent company')
and its subsidiaries (the 'group') for the year ended 31 December 2024 which
comprise the consolidated statement of comprehensive income, the consolidated
statement of financial position, the company statement of financial position,
the consolidated statement of changes in equity, the company statement of
changes in equity, the consolidated statement of cash flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in the preparation of the group
financial statements is applicable law and UK-adopted international accounting
standards. The financial reporting framework that has been applied in the
parent company financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting 101 Reduced Disclosure
Framework (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's affairs as at 31 December
2024 and of the group's loss for the year then ended;
· the group financial statements have been properly
prepared in accordance with UK adopted international accounting standards;
· the parent company financial statements 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 Auditor's 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 as applied to listed entities, 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.
Our approach to the audit
We designed our audit by determining materiality and assessing the risks of
material misstatement in the financial statements. In particular, we looked at
areas where the Directors made subjective judgements, for example in respect
of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we obtained sufficient
evidence to support our opinion on the financial statements as a whole, taking
into account our understanding of the group and parent company and their
environment, the accounting processes and controls, and the industry in which
the group and parent company operates.
The audit scope was as follows:
Metir plc - full scope audit
Modern Water (U.K.) Limited - full scope audit
Microsaic Systems Trading Limited - full scope audit
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Revenue recognition
There is an inherent risk of error and fraud regarding revenue.
How the scope of our audit responded to the risk
To assess the appropriateness and completeness of revenue recognised in the
year we performed the following procedures:
· discussed the revenue recognition policy with management and
performed a walkthrough to understand the revenue recognition process;
· examined a sample of revenue transactions by reference to underlying
contractual terms;
· examined, on a sample basis, sales invoices, goods delivery notes and
postings for items despatched during the year and around the period end;
· reviewed manual journals posted to the revenue account in the period
and subsequent to year-end, gaining an understanding of the appropriateness of
these;
· considered the appropriateness and application of the Group's
accounting policy for revenue recognition; and
· considered the disclosures in the financial statements regarding
revenue.
Key observations
The results of our testing were satisfactory and we consider the disclosures
surrounding revenue to be appropriate.
Management override
Risk description
In preparing the financial statements management are required to make
judgements, estimates and assumptions that affect the application of policies
and reported amount of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form a basis for making the judgements
about the carrying value of assets and liabilities that are not available from
other sources.
How the scope of our audit responded to the risk
During the course of our audit we performed the following procedures to
address the risk of management override:
· gained an understanding through discussions with management of the
process in place for posting journal entries;
· assessed the appropriateness of accounting policy choices made by
management and the basis of key judgements, estimates and assumptions;
· reviewed manual journal entries posted within the period for
indicators of management bias, transactions outside the normal course of
business or indicators of fraudulent activity;
· examined on a sample basis manual journals deemed to be higher risk
gaining an appropriate understanding of the business rationale as well as
confirming the accuracy of postings; and
· considered the value, nature and cause of misstatements identified
during the course of the audit to identify indicators of bias.
Key observations
The results of our testing were satisfactory and we consider the disclosures
surrounding accounting policy choices and key accounting judgements to be
appropriate.
Going concern
Risk description
Management are required to prepare the financial statements on the going
concern basis unless they either intend to liquidate the Group or parent
company, or to cease trading, or have no realistic alternative but to do so.
In assessing going concern, management make estimates and judgements relating
to the future that are considered to be reasonable but that are inherently
uncertain.
How the scope of our audit responded to the risk
During the course of our audit we performed the following procedures to
address the risk of going concern:
· gained an understanding through discussions with management of the
process in place for reviewing going concern;
· reviewed budgets and forecasts prepared by management and considered
the assumptions made for reasonableness, including assessing management's
identified downside scenarios;
· considered a range of alternative severe but plausible downside
scenarios and reviewed the impact on management's assessment of the Group and
parent company being a going concern;
· reviewed post period-end performance against budgets for the same
period to consider the accuracy of management's forecasts;
· reviewed sales projections and orders to assess the accuracy of the
underlying assumptions contained in management's forecasts; and
· reviewed the adequacy of the disclosures in respect of going concern.
Key observations
The results of our testing were satisfactory and we consider the disclosures
surrounding going concern to be appropriate.
Valuation of inventory
Risk description
As at 31 December 2024, the Group held inventories of £193,000, net of a
provision of £103,000. The Group's activities have undergone a significant
refocus during the year ended 31 December 2024 with the acquisition of the
trade and assets of the Modern Water business and plans to expand the sales of
water testing equipment. As such, the inventory holdings in the Group have
required the Directors to assess for specific provisions on inventory taking
into consideration the Group's current and future projections of sales and use
of inventories.
The quantum of the total inventory balance and the level of judgement involved
to ensure that inventories are stated net of a provision and held at the lower
of cost and net realisable value made this an area of focus.
How the scope of our audit responded to the risk
During the course of our audit we performed the following procedures to
address the risk of valuation of inventory:
· gained an understanding through discussions with management of the
process in place for assessing inventory for obsolete and slow-moving
provisions;
· tested the mathematical accuracy of any provision calculations;
· assessed management's plans for sales or use of inventory subsequent
to the year-end including a review of budgets and forecasts and considered the
assumptions made for reasonableness; and
· reviewed the adequacy of the disclosures in respect of inventory.
Key observations
The results of our testing were satisfactory and we consider the disclosures
surrounding valuation of inventory to be appropriate.
Our application of materiality
We apply the concept of materiality in planning and performing our audit, in
evaluating the effect of misstatements and in forming our opinion. Our overall
objective as auditor is to obtain reasonable assurance that the financial
statements as a whole are free from material misstatement, whether due to
fraud or error. We consider materiality to be the magnitude by which
misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatement below this level will not necessarily be evaluated
as immaterial as we also take account of the qualitative nature of identified
misstatements, and the circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Group materiality
On the basis the Group is in a refocussed strategic period and incurring
greater expenditure to transition the Group to future profitability, and
taking into account the possible metrics used by investors and other readers
of the financial statements, we applied a materiality of £96,000. This was
based on 5% of loss before tax (2023: 2% of operating expenditure).
Performance materiality of £67,000 was applied for testing and it was agreed
with the Board that we would report on all audit differences in excess of
£4,800, as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report on disclosure
matters that we identified when assessing the overall presentation of the
financial statements.
Parent company materiality
The parent company does not generate significant sales and incurs significant
expenditure. As a result, taking into account the possible metrics used by
investors and other readers of the financial statements, we applied a
materiality of £40,000. This was based on 5% of loss before tax (2023: 2% of
operating expenditure). Performance materiality of £28,000 was applied for
testing and it was agreed with the Board that we would report on all audit
differences in excess of £2,000, as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds. We also report
on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
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 or 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 other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
Directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
· the Strategic Report and the Directors' Report 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 parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the Directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company,
or returns adequate for the 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 Directors' Responsibilities Statement set out
on page 14, 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 is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the group's and parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an Auditor's Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
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.
The specific procedures for this engagement that we designed and performed to
detect material misstatements in respect of irregularities, including fraud,
were as follows:
· Enquiry of management and those charged with governance around actual
and potential litigation and claims;
· Reviewing minutes of meetings of those charged with governance;
· Reviewing financial statement disclosures and testing to supporting
documentation to assess compliance with applicable laws and regulations;
· Reviewing the robustness of, and compliance with, the Group's
internal control procedures in the identification of irregularities, including
fraud;
· Examined, on a sample basis, manual journals deemed to be higher
risk, gaining an appropriate understanding of the business rationale as well
as confirming the accuracy of postings and reviewing accounting estimates for
bias.
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
auditor's report.
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 an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Samuel Britton FCCA (Senior Statutory Auditor)
for and on behalf of
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor
201 Cumnor Hill
Oxford
Oxfordshire
OX2 9PJ
Date: 10 July 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December
2024
Year to 31 December 2024 Year to 31 December 2023
Notes
£000s £000s
Revenue 5 232 492
Cost of sales (357) (193)
Gross (Loss) / Profit (125) 299
Impairment of related party debt 28 - (6)
Other operating expenses (1,590) (2,876)
Total operating expenses 6 (1,590) (2,882)
Loss from operations before share-based payments (1,715) (2,583)
Share-based payments 24 - (21)
Loss from operations after share-based payments (1,715) (2,604)
Other financial cost 27 (384) -
Fair Value gain to other financial costs 27 152 -
Finance cost 8 - (5)
Finance income 8 25 13
Loss before tax (1,922) (2,597)
Tax on loss on ordinary activities 9 113 -
Total comprehensive loss for the year (1,809) (2,597)
Loss per share attributable to the equity holders of the Company
Basic and diluted loss per ordinary share (pence) 10 (1.05)p (0.041)p
The notes form part of these financial statements.
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
Notes Group 2024 Group 2023 Company 2024 Company 2023
£000s £000s £000s £000s
ASSETS
Non-current assets
Intangible assets 11 142 53 125 53
Property, plant and equipment 12 68 113 12 113
Investment in subsidiaries 13 - - 100 -
Total non-current assets 210 166 237 166
Current assets
Inventories 15 193 103 21 103
Trade and other receivables 16 695 10 846 10
Corporation tax receivable 9 113 261 113 261
Cash and cash equivalents 188 173 165 173
Total current assets 1,189 547 1,145 547
TOTAL ASSETS 1,399 713 1,382 713
EQUITY AND LIABILITIES
Equity
Share capital 20 1,733 1,731 1,733 1,731
Share premium 21 30,110 28,263 30,110 28,263
Retained losses (31,659) (29,850) (31,006) (29,850)
Total equity 184 144 837 144
Current liabilities
Trade and other payables 17 962 519 293 519
Lease liability 14 19 8 19 8
Financial Liability 25 232 - 232 -
Total current liabilities 1,213 527 312 527
Non-current liabilities
Provisions 18 2 30 2 30
Lease liability 14 - 13 - 13
Total non-current liabilities 2 43 234 43
Total liabilities 1,215 570 546 570
TOTAL EQUITY AND LIABILITIES 1,399 713 1,382 713
Under section 408 of the Companies Act 2006, the Company has not included its
own profit and loss account in these financial statements. The parent
company's loss for the year was £1,156k (2023: £1,115k).
The financial statements were approved for issue by the Board of Directors on
10 July 2025 and signed on its behalf by:
Bob Moore
Executive Chairman
Company number 03568010
The notes on pages form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Notes Share capital Share premium Share-based Payment reserve Retained Losses Total
Equity
£000s £000s £000s £000s £000s
At 1 January 2023 1,731 28,263 2,401 (29,675) 2,720
Total comprehensive loss for the year - - - (2,597) (2,597)
Transaction with owners:
Transfer in respect of lapsed warrants - - (1,503) 1,503 -
Transfer in respect of lapsed share options - - (919) 919 -
Share-based payments-share options - - 21 - 21
At 31 December 2023 1,731 28,263 - (29,850) 144
Total comprehensive loss for the year - - - (1,809) (1,809)
Transaction with owners:
Shares issued 2 2,112 - - 2,114
Share issue costs - (265) - - (265)
At 31 December 2024 1,733 30,110 - (31,659) 184
The notes form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share Share-based Retained Total
Share
Notes capital premium Payment reserve Losses Equity
£000 £000 £000 £000 £000
At 1 January 2023
1,731 28,263 2,401 (29,675) 2,720
Total comprehensive loss for the year -
- - - (2,597) (2,597)
Transaction with owners:
Transfer in respect of lapsed warrants
- - (1,503) 1,503 -
Transfer in respect of lapsed share options
- - (919) 919 -
Share-based payments-share options
- - 21 - 21
At 31 December 2023
1,731 28,263 - (29,850) 144
Total comprehensive loss for the year
- - - (1,156) (1,154)
Transaction with owners:
Shares issued
2 2,112 - - 2,114
Share issue costs
- (265) - - (265)
At 31 December 2024
1,733 30,110 (31,006) 837
-
The notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2024
Year to 31 Year to 31
December December
2024 2023
Note £000s £000s
Cash flows from operating activities
Cash absorbed by operations 31 (1,917) (1,311)
Corporation tax received 262 253
Net cash used in operating activities (1,655) (1,058)
Cash flows from investing activities
Purchases of intangible assets (122) (11)
Purchases of property, plant and equipment (78) (2)
Proceeds from sale of Non-current assets - 48
Interest received 25 13
Net cash (used in) / generated from investing activities (175) 48
Cash flows from financing activities
Proceeds from share issues 2,112 -
Share issue costs (265) -
Repayment of lease liabilities (2) (59)
Net cash generated from / (used in) financing activities 1,845 (59)
Net increase / (decrease) in cash and cash equivalents 15 (1,069)
Cash and cash equivalents at the beginning of the year 173 1,241
Cash and cash equivalents at the end of the year 188 173
The notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
The principal activity of the Group continues to be the research, development
and commercialisation of miniaturised mass spectrometry instruments that are
designed to improve the efficiency of pharmaceutical R&D. The Company is
incorporated as a public limited company (plc) in England and its registered
address is. The Company has two subsidiaries, Microsaic Systems Trading Ltd
and Modern Water (U.K.) Limited.
1. Accounting policies
The following principal accounting policies have been used consistently in the
preparation of these financial statements.
Basis of preparation
The financial reporting framework that has been applied in the preparation of
the Group financial statements is applicable law and UK adopted international
accounting standards. The financial reporting framework that has been applied
in the preparation of the Company financial statements is applicable law and
United Kingdom Accounting Standards, including Financial Reporting Standard
101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted
Accounting Practice). The financial statements have been prepared on the going
concern basis.
Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under
FRS 101:
• the requirements of IFRS 7 Financial Instruments:
Disclosures;
• the requirements of the second sentence of
paragraph 110 and paragraphs 113(a), 114, 115, 118,
119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with
Customers;
• the requirements of paragraph 52, the second
sentence of paragraph 89, and paragraphs 90, 91 and
93 of IFRS 16 Leases.
• The requirements of paragraph 58 of IFRS 16,
provided that the disclosure of details in indebtedness relating to amounts
payable after 5 years required by company law is presented
• separately for lease liabilities and other
liabilities, and in total;
• the requirement in paragraph 38 of IAS 1
'Presentation of Financial Statements' to present comparative
information in respect of:
- paragraph 79(a)(iv)
of IAS 1;
• the requirements of paragraphs 10(d), 10(f), 16,
38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and
134- 136 of IAS 1 Presentation of Financial Statements;
• the requirements of IAS 7 Statement of Cash Flows;
• the requirements of paragraphs 30 and 31 of IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors;
• the requirements of paragraph 74A(b) of IAS 16;
• the requirements of paragraph 17 and 18A of IAS 24
Related Party Disclosures;
• the requirements in IAS 24 Related Party
Disclosures to disclose related party transactions entered into between two or
more members of a group, provided that any subsidiary which is a party to the
transaction is wholly owned by such a member.
The financial statements have been prepared in sterling, which is the
functional currency of the Group. Monetary amounts in these financial
statements are rounded to the nearest £000.
These financial statements have been prepared under the historical cost basis,
unless otherwise stated.
Basis of consolidation
The Group accounts for business combinations using the acquisition method of
accounting. The costs of the business combination are measured as the
aggregate of the fair values of assets given, liabilities incurred or assumed
and equity instruments issued. Costs directly attributable to the business
combination are expensed as incurred.
The consolidated annual financial statements incorporate the annual financial
statements of the Company and all investees which are controlled by the
Company.
The Company has control of an investee when it has power over the investee; it
is exposed to, or has rights to, variable returns from involvement with the
investee; and it has the ability to use its power over the investee to affect
the amount of the investor's returns.
The results of the subsidiaries are included in the consolidated annual
financial statements from the effective date of acquisition to the effective
date of disposal.
Adjustments are made when necessary to the annual financial statements of
subsidiaries to bring their accounting policies in line with those of the
Group.
All inter-Company transactions, balances, income and expenses are eliminated
in full on consolidation.
Investments in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment
losses.
Provisions
Provisions are recognised when:
· The Group has a present obligation as a result of a past event;
· It is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation; and
· A reliable estimate can be made of the obligation.
The amount of the provision is the present value of the expenditure expected
to be required to settle the obligation.
Provisions are not recognised for future operating leases. If an entity has a
contract that is onerous, the present obligation under the contract shall be
recognised and measured as a provision.
Parent company profit or loss
As permitted by s408 of the Companies Act 2006, no separate profit and loss
account or statement of comprehensive income is presented in respect of the
parent company. The profit attributable to the Company is disclosed in the
footnote to the Company's Statement of Financial Position.
Revenue recognition
IFRS 15 provides a single, principles based five-step model to be applied to
all contracts with customers. The five-step framework includes:
1. Identify the contract(s) with a customer;
2. Identify the performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to the performance obligations in the
contract; and
5. Recognise revenue when the entity satisfies a performance
obligation.
The Group recognises revenue from the following four sources:
1. Sale of products;
2. Sale of consumables and spare parts;
3. Product support services; and
4. Consultancy services.
All revenues and trade receivables arise from contracts with customers.
Revenue is measured based on the consideration which the Group expects to be
entitled in a contract with a customer and excludes amounts collected on
behalf of third parties. The sale of products, consumables and spare parts is
recognised when the sole performance obligation is met which is usually on
delivery to the customer. For product support services and consultancy
services revenue, the performance obligation is satisfied over the duration of
the service period and revenue is recognised in line with the satisfaction of
the performance obligation.
There is no variable consideration or non-cash consideration.
Sale of products
The Company sells compact mass spectrometers (Microsaic 4500 MiD(®)) and the
Modern Water MicroTox® CTM, FX and LX toxicity monitors mainly through OEMs
and Distributors. A small proportion of its sales are direct to the customer.
Discounts are offered and agreed as part of the contractual terms. Terms are
generally Ex Works so control passes when the customer collects the goods,
although some sales require installation and acceptance testing before
payment. Payment terms are generally 30 days from the date of invoice.
Sales of consumables and spare parts
The Group sells consumables and spare parts mainly through OEMs and
Distributors. Terms are generally Ex Works so control passes when the customer
collects the goods. Discounts are offered and agreed as part of the
contractual terms. Payment terms are generally 30 days from the date of
invoice.
Product support services revenue
Product support services to our OEMs and Distributors includes training their
sales and service teams and servicing the products from time to time.
Discounts are offered and agreed as part of the contractual terms. Payment
terms are generally 30 days from the date of invoice.
Usually, there is no obligation on the Group for returns, refunds or similar
arrangements. Also, the Group does not manufacture specific items to a
customer's specification and no financing component is included in the terms
with customers.
The Company provides assurance warranties which are 15 months from the date
of shipment for OEMs and Distributors. These warranties confirm that the
product complies with agreed-upon specifications.
The Company is looking to provide service warranties in the future to direct
Europe customers, where the revenue from such warranties will be recognised
over the period of the service agreement.
Consultancy services revenue
Consultancy services comprise science and engineering consultancy, laboratory
services, and monitoring services. These services are delivered over a period
of time, usually in accordance with a master services agreement and/or
statement of works with an agreed outcome at the end of the project or project
phase. Payment terms are generally 30 days from the date of the invoice.
Consultancy services revenue is recognised by reference to the stage of
completion of the project or project phase at the balance sheet date as
follows:
· Where there are defined project or project phase milestones, the
revenue is recognised in full on completion of the project or project phase
and on a time basis for the stage of completion where the project or project
phase is not completed at the balance sheet date. The stage of completion is
recognised as the proportion of time spent on the project or project phase
compared with the total time anticipated to complete the project or project
phase; and/or
· Where the project is defined with the client in terms of time
spent, the revenue is recognised based on consulting time spent on the project
by the Group at the time-based rates agreed with the client.
Cost of sales
Cost of sales of products
The cost of sales of mass spectrometers and related equipment is the bought in
purchase cost of the product or the transfer value from stock value if a unit
has been previously written down.
Cost of sales of consumables and spare parts
The cost of sales of consumable and spare parts is the bought in purchase cost
of the consumable or spare part or the transfer value from stock value if an
item has been previously written down.
Cost of sales of product support services
The cost of sales of product support services income is the time-based
apportionment of the employment costs of the relevant staff spent on the
delivery of the product support services income plus any related costs of
fulfilment such as travel expenses and any externally incurred direct costs.
For the purposes of cost of sales, the employment costs are salaries, pensions
and employers national insurance but cost of sales does not include
share-based payments nor any apportionment of training or overheads.
Cost of sales of consultancy services
The cost of sales of consultancy services (comprising science and engineering
consultancy, laboratory services and monitoring services) is the time-based
apportionment of the employment costs of the relevant staff spent on the
delivery of this revenue plus any related costs of fulfilment such as travel
expenses and any externally incurred direct costs. For the purposes of cost of
sales, the employment costs are salaries, pensions and employers' and
employees national insurance but does not include share-based payments nor any
apportionment of training or overheads.
Intangible assets
Trademarks and patents are stated at historic cost of registration less
accumulated amortisation and any accumulated impairment losses. Amortisation
is charged to operating expenses and calculated to write off the cost in equal
annual instalments over five years, which is an estimate of their useful
economic lives.
Certain software is stated at historic cost less accumulated amortisation and
any accumulated impairment losses. Amortisation is charged to operating
expenses and calculated to write off the cost in equal annual instalments over
five years, which is a prudent estimate of its useful economic life.
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition or
production costs less accumulated depreciation and impairment losses.
Depreciation is charged to the statement of comprehensive income on a
straight-line basis to write-off the carrying value of each asset to residual
value over its estimated useful economic life as follows:
Plant and equipment - 33.3% on a straight-line basis
Fixtures and fittings - 33.3% on a straight-line basis
Impairment
The Group assesses at each reporting period, whether there is any indication
that an asset may be impaired. If any such indication exists, the Group
estimates the recoverable amount of the asset.
If there is any indication that an asset may be impaired, the recoverable
amount is estimated for the individual asset. If it is not possible to
estimate the recoverable amount of the individual asset, the recoverable
amount of the cash-generating unit to which the asset belongs is determined.
The recoverable amount of an asset or cash-generating unit is the higher of
its fair value less costs to sell and its value in use. If the recoverable
amount of an asset is less than its carrying amount, the carrying amount of
the asset is reduced to its recoverable amount. The reduction is an impairment
loss. An impairment loss of assets carried at cost less any accumulated
depreciation or amortisation is recognised immediately in profit or loss.
Pensions
The Group has an auto-enrolment defined benefit pension scheme for employees.
Contributions are charged to the statement of comprehensive income in the
period they are payable.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
based on the first-in first-out principle and includes expenditure incurred in
acquiring the inventories and bringing them to their present location and
condition. The cost of finished goods and work in progress comprises raw
materials, direct labour and other direct costs. Net realisable value is the
estimated selling price in the ordinary course of business less applicable
selling expenses. The inventory provision is based on identifying slow moving
stock items from recent historic and anticipated future sales and providing
where appropriate for those items which may be surplus to anticipated or
identifiable demand.
Taxation
Current taxes are based on the results of the Group and are calculated
according to local tax rules using the tax rates that have been enacted by the
balance sheet date.
The Group recognises research and development tax credits receivable in cash
as a current asset under the heading corporation tax receivable. Any
difference to amounts received are dealt with as adjustments to prior period
tax.
Deferred tax is provided in full using the balance sheet liability method for
all taxable temporary differences arising between the tax bases of assets and
liabilities and their carrying values for financial reporting purposes.
Deferred tax is measured using currently enacted or substantially enacted tax
rates. Deferred tax assets are recognised to the extent the temporary
difference will reverse in the foreseeable future and that it is probable that
future taxable profit will be available against which the asset can be
utilised.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are
translated into sterling at the rates of exchange ruling at the balance sheet
date. Transactions in foreign currencies are recorded at the rate ruling at
the date of transaction, or forward contract rate, if applicable. All
differences are taken to the statement of comprehensive income.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
statement of financial position when the Group becomes a party to the
contractual provisions of the instrument. Examples of the Group's financial
instruments include:
Cash and cash equivalents
The fair value of cash and cash equivalents is their carrying amount due to
their short-term maturity.
Trade receivables
The Group's trade receivables do not carry a significant financing element as
defined by IFRS 15. Therefore, trade receivables are recorded at transaction
price (e.g., invoice amount excluding costs collected on behalf of third
parties) and throughout the life of the receivable at an amount equal to
lifetime expected credit losses ("ECL"). The Group has applied a simplified
formula for calculating expected credit losses as a practical expedient.
Under IFRS 9 impairment for receivables including trade receivables is
assessed using an expected loss model. For trade receivables this focuses on
the risk that, and an extent to which, a receivable will default. Accordingly,
the Group calculates the allowance for credit losses by considering the cash
shortfalls it would incur in various default scenarios and multiplying the
shortfalls by the probability of each scenario occurring. The Group only has
short-term receivables and has adopted a simplified approach in assessing
impairment.
The Group has applied a simplified formula for calculating expected losses as
a practical expedient (e.g., for trade receivables), as the Directors believe
that this is consistent with the general principles for measuring expected
losses. The formula is based on an entity's historical default rates over the
expected life of the trade receivables and is adjusted for forward-looking
estimates.
Given the immaterial value of trade receivables on 31(st) December 2023 and
31(st) December 2024 the Group is not disclosing the details of its simplified
formula for calculating expected credit losses.
Financial liability and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all its liabilities.
Bank borrowings
The Group had no bank borrowings on 31 December 2024 and 2023.
Trade payables
Trade payables are not interest bearing and are stated at their nominal
value.
Equity instruments
Equity instruments issued by the Group are recorded at the value of the
proceeds received net of direct issue costs.
Leases
For all leases, the Group recognises a right of use asset and corresponding
lease liability on the balance sheet, which are depreciated and amortised
respectively over the lease term. However, where leases are low value or of
less than 12 months old, the Group has taken advantage of the practical
expedient allowing the expense to be recognised on a straight-line basis over
the lease term.
Research and development
Expenditure on research is recognised as an expense in the period in which it
is incurred.
Development costs incurred on specific projects are capitalised when all the
following conditions are satisfied:
· Completion of the intangible asset is technically feasible so
that it will be available for use or sale;
· The Group intends to complete the intangible asset and use or
sell it;
· The Group could use or sell the intangible asset;
· The intangible asset will generate probable future economic
benefits. Among other things, this requires that there is a market for the
output from the intangible asset or for the intangible asset itself, or, if it
is to be used internally, the asset will be used in generating such
benefits;
· There are adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset; and
· The expenditure attributable to the intangible asset during its
development can be measured reliably.
Costs incurred which do not meet all the above criteria are expensed as
incurred. No development costs have been capitalised to date.
Share-based payments
In accordance with IFRS 2 "Share-based payments", the Company reflects the
economic cost of awarding shares and share options to Directors, employees and
advisors by recording an expense in the statement of comprehensive income
equal to the fair value of the benefit awarded; fair value being determined by
reference to option pricing models. The expense is recognised in the statement
of comprehensive income over the vesting period of the award.
Warrants
Warrants that meet the definition of a financial liability in accordance with
IAS 32 are recognised at fair value. These warrants are subsequently measured
at fair value through profit and loss in accordance with IFRS 9.
2. Adoption of new and revised standards
Standards issued but not yet effective:
There have been no material impacts arising from new standards and
interpretations that have been effective as at 31 December 2024.
At the date of authorisation of these financial statements, the following
standards and interpretations relevant to the Group and which have not been
applied in these financial statements, were in issue but were not yet
effective.
Standard Effective date, annual period beginning on or after
Lack of Exchangeability (Amendments to IAS 21) 1 January 2025
IFRS 18 - Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures 1 January 2027
The directors are evaluating the impact that these standards will have on the
financial statements of the Group.
3. Going concern
The Company and its subsidiaries (the Group) is loss making and has raised
funds in the past by issuing equity in discrete tranches. The most recent
fundraises were completed on January 2024 and June 2025 where the Group raised
£2.1m and £680,000 respectively before expenses from new and existing
shareholders.
For the year to 31 December 2024 the Group recorded a loss of £1,809k (2023:
£2,597k). At 31 December 2024, the Group held total assets of £1,399k (2023:
£713k) and cash balances totalling £188k (2023: £173k).
Following the January 2024 fundraise the directors restructured the business
to reduce the cost base and utilised £0.1m of the fundraise to purchase the
trade and assets of the Modern Water business. They also focused on
optimising Microsaic's Mass spectrometer technology for PFAS detection
purposes. Furthermore investment was targeted to restart production and sale
of reagents and instruments for Modern Water.
In assessing the ability of the Group and parent Company to continue as a
Going Concern, the directors have reviewed sales projections and cashflow
forecasts to 30 September 2026 alongside a thorough review of the Group and
parent Company's reserves and working capital requirements from the date of
approval of the financial statements. The directors have also reviewed
downside sensitivities in the cash flow forecast including adverse effects on
sales margins and volumes throughout the product mix. The sensitives run
include reduction in product margin, reduction in unit product sales and an
increase in product base costs.
If performance deviates materially from the scenarios considered above, there
are several actions that the Group could undertake to mitigate the liquidity
and profit impact. These include:
· Cost savings initiatives with a focus on areas of discretionary
spend such as marketing, travel and certain professional fees. These cost
savings are included within the existing forecasts
· Reduction in longer term stock purchases to reflect the lower
sales projections
· Reduction in project, IT and CAPEX spend including external
contractor costs, which for a short period of time would not adversely impact
our sales and customer proposition
Going concern assessment
Having considered the forecasts noted above, the mitigating actions available
to management, recent trading performance and having regard to the
macroeconomic risks and uncertainties to which the Group is exposed, the
Directors have a reasonable expectation that the Group and parent Company has
adequate resources to continue operating for the foreseeable future and to
operate for a period of at least 12 months from the date of the approval of
these financial statements. Accordingly, the financial statements have been
prepared on a going concern basis.
4. Critical accounting estimates and judgements
Accounting estimates and judgements are continually evaluated and are based on
past experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates could, by definition, differ from the actual outcome.
The estimates and assumptions that have a risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year are summarised below:
Revenue
The Directors have made significant judgement in the determination of
performance obligations arising in respect of a material customer contract.
This judgement has had a material determination on the impact of revenue to be
recognised under this contract.
Inventory provision
There is a provision to write inventory down to the lower of cost or net
realisable value. Management has made estimates of the selling price and
direct cost to sell on certain inventory items.
Fair value
The fair value of financial liabilities for disclosure purposes is estimated
by with reference to level 1 inputs in accordance with IFRS 13. The Directors
recognise that the fair value of the listed price of its shares is subject to
fluctuation in future periods which will impact the underlying fair value of
such financial liabilities.
These assumptions are reviewed at each balance sheet date and amended if
required.
5. Revenue
Throughout 2024, revenue comprises the sale of products and the supply of
services. Products are sold ex-works, and the attribution of revenue is
based on the country or group of countries to where the goods are shipped.
Services are generally delivered at the customer's site of installation. In
2024 the revenue of our two largest customers amounted to 17% and 11% of the
total Group sales respectively (2023: one customer 45%).
The geographical analysis of revenue was as follows:
Year to 31 December 2024 Year to 31 December 2023
£000s £000s
UK 11 109
USA 97 10
EU 42 137
China 14 215
ROW 68 21
232 492
The analysis of revenue by product or service was as follows:
Revenue Year to 31 December 2024 Year to 31 December 2023 Increase/
(Decrease)
£000s £000s £000s
Equipment sales 84 286 (202)
Reagent sales 118 - 118
Consumables, spare parts, product support and services income 30 206 (176)
Total 232 492 (260)
6. Expenses by nature
Year to 31 December 2024 Year to 31 December 2023
Loss from operations after share-based payments is stated after £000s £000s
charging/(crediting):
Amortisation and impairment of intangible assets 34 27
Depreciation of right of use assets - 76
Movement in inventory provision 103 (62)
Gain on disposal of fixed assets - (48)
Inventory items expensed 134 158
Depreciation of property, plant and equipment 124 183
Research and development expenses 31 87
Professional fees 312 267
Pension costs 15 132
Exchange loss/(gain) 6 -
7. Auditor's remuneration
Year to 31 December 2024 Year to 31 December 2023
£000s £000s
Auditor's remuneration
Fees payable to the Group's auditor for the audit of the financial
statements
40 62
Fees payable in respect of prior years 69 -
Fees payable to the Company's auditors for other services
- Audit related services - 4
109 66
8. Finance income and finance costs
Year to 31 December 2024 Year to 31 December 2023
£000s £000s
Bank interest receivable 25 13
Interest cost under IFRS 16 - (2)
Other Interest - (3)
- (5)
9. Tax on loss on ordinary activities
Year to 31 December Year to 31 December
2024 2023
Domestic current period tax Group Group £000s
£000s
Research and development tax credit in respect of prior period (113) -
Tax on loss on ordinary activities (113) -
Year to 31 December Year to 31 December
2024 2023
Factors affecting the current tax credit for the period:
£000s £000s
Loss before tax (1,922) (2,597)
Loss before tax multiplied by standard rate of UK corporation tax of 25%
(2023: 23.5%)
(481) (610)
Effects of:
Expenses not deductible for tax purposes 51 2
Fixed asset differences 19 1
Additional deduction for R&D expenditure - -
Movement in deferred tax not recognised 383 642
Other tax adjustments, reliefs and transfers 28 (37)
Adjustments to tax charge in respect of previous periods (113) (2)
Current tax credit (113) -
The Group has estimated tax losses of £30,768k (2023: Tax loss £29,236k)
available for carry forward against future trading profits. Deferred tax is
detailed in note 19.
10. Basic and diluted loss per ordinary share
Year to 31 December Year to 31
2024 December
2023
Loss after tax attributable to equity shareholders £000s (1,809) (2,597)
Weighted average number of ordinary 0.01p shares for the purpose of basic and 172,695,993 10,178,185
diluted loss per share
Basic and diluted loss per ordinary share (1.05)p (0.041)p
The basic loss per share increased to 1.05p per share versus 0.04p per share
in the prior year. This reflects the reduction in the loss after tax to equity
shareholders and a substantial increase in the weighted average shares
outstanding in the year ended 31 December 2024 compared to year ended 31
December 2023, after restating for the share consolidation in January
2024. If those shares issued after year end was issued, the loss per share
would have been 0.60p with a loss of £1.8m.
Under IAS33 the calculation of basic and diluted earnings / (loss) per
ordinary share is adjusted retrospectively when the number of issued ordinary
shares changes after the balance sheet date but before the financial
statements are authorised for issue. As detailed in note 20, existing
shares were subject to a 625:1 consolidation into 10,178,185 new ordinary
shares of 0.001p nominal value and then 169,000,000 new ordinary shares of
0.001p nominal value were then issued in January 2024. This brought the
total issued ordinary shares to 179,178,185.
Potential ordinary shares are not treated as dilutive as the Group is loss
making, therefore the weighted average number of ordinary shares for the
purposes of the basic and diluted loss per share are the same.
11. Intangible assets
Intangible assets comprise patents, trademarks and software owned by the
Group. The cost is amortised on a straight-line basis over their estimated
useful life.
Year ended 31 December 2024: Group Company
£000s £000s
Cost
At 1 January 2024 624 624
Additions on acquisition 20 -
Additions 102 102
At 31 December 2024 746 726
Amortisation
At 1 January 2024 570 570
Charge for the year 34 31
At 31 December 2024 604 601
Net book value
At 31 December 2024 142 125
Year ended 31 December 2023: Group Company
£000s £000s
Cost 628 628
At 1 January 2023
Additions 11 11
Disposals (15) (15)
At 31 December 2023 624 624
Amortisation
At 1 January 2023 558 558
Charge for the year 27 27
On Disposals (15) (15)
At 31 December 2023 570 570
Net book value
At 31 December 2023 53 53
At the year end, both Group and Company (Metir plc) had £125k of Patents at
net book value.
12. Property, plant and equipment
Year ended 31 December 2024:
Plant and equipment Fixtures and fittings Total
Group Company Group Company £000s Group £000s Company
£000s £000s £000s £000s
Cost
At 1 January 2024 1,039 1,039 - -- 1,039 1,039
Additions on acquisition 67 - - - 67 -
Additions 5 - 6 - 11 -
At 31 December 2024 1,111 1,039 6 - 1,117 1,039
Plant and equipment Fixtures and fittings Total
Group £000s Company Group Company Group £000s Company
£000s £000s £000s £000s
Depreciation
At 1 January 2024 925 925 - - 925 925
Charge for the year 123 102 1 - 123 102
At 31 December 2024 1,048 1,027 1 - 1,049 1,027
Net book value
At 31 December 2024 63 12 5 - 68 12
Year ended 31 December 2023:
Plant and equipment Fixtures and fittings Total
Group £000s Company £000s Group £000s Company £000s Group £000s Company £000s
Cost
At 1 January 2023 1,277 1,277 178 178 1,455 1,455
Additions 2 2 - - 2 2
Disposals (240) (240) (178) (178) (418) (418)
At 31 December 2023 1,039 1,039 - - 1,039 1,039
Plant and equipment Fixtures and fittings Total
Group £000s Company £000s Group £000s Company £000s Group £000s Company £000s
Depreciation
At 1 January 2023 896 896 178 178 1,074 1,074
Charge for the year 183 183 - - 183 183
Disposals (154) (154) (178) (178) (332) (332)
At 31 December 2023 925 925 - - 925 925
Net book value
At 31 December 2023 113 113 - - 113 113
13. Metir plc Investments in Subsidiary Undertakings
Company £000s
As at 1 January 2024 -
Additions/(Disposals) 100
As at 31 December 2024 100
Net Book Value
As at 31 December 2024 100
During the year ended 31 December 2024, Metir plc acquired the trade and
assets of the Modern Water business from DeepVerge plc for £100,000. These
trade and assets were subsequently hived down to Modern Water (U.K.) Limited
at book value, which Modern Water (U.K.) Limited settled with an issue of
equity to Metir plc.
A summary of the assets acquired is as follows:
Book value Fair value adjustments Fair value
£000s £000s £000s
Fixed Assets
Intangible 20 - 20
PPE 67 - 67
87 - 87
Current Assets
Stock 13 - 13
Total Assets 100 - 100
Total Identifiable net assets 100 -- 100
Total purchase consideration 100
Consideration
£000s
Cash 100
Total purchase consideration 100
The results of the Modern Water business since acquisition and included in the
consolidated Statement of Comprehensive Income are as follows:
Turnover - £162,000
Loss - £643,000
These amounts have been calculated using the subsidiaries' results. There are
no differences arising from the accounting policies applied and no fair value
adjustments.
Subsidiary Undertakings
As at 31 December 2024 the Company had the following subsidiary undertakings:
Principal Activity Proportion Held Country of Incorporation
Modern Water (U.K.) Limited Operating Company 100% UK
Microsaic Systems Trading Limited Operating Company 100% UK
The Group currently has two business segments, being the sale of compact mass
spectrometers (Microsaic 4500 MiD(®)) by Microsaic Systems Trading Limited
and the sale of MicroTox® CTM, FX and LX toxicity monitors and related
consumables by Modern Water (U.K.) Limited.
14. Lease reporting
Right of use lease assets
Server Property Equipment Total
Group £000s Company £000s Group £000s Company £000s Group Company £000s Group Company £000s
£000s £000s
Cost
At 1 January 2024 22 22 319 319 10 10 351 351
At 31 December 2024 22 22 319 319 10 10 351 351
Depreciation
At 1 January 2024 22 22 319 319 10 10 351 351
At 31 December 2024 22 22 319 319 10 10 351 351
Carrying amount
At 31 December 2024 - - - - - - - -
Server Property Equipment Total
Group Company £000s Group Company £000s Group Company £000s Group Company £000s
£000s £000s £000s £000s
Cost
At 1 January 2023 - - 319 319 10 10 329 329
Additions 22 22 - - - - 22 22
Disposals - - - - - - - -
At 31 December 2023 22 22 319 319 10 10 351 351
Depreciation
At 1 January 2023 - - 270 270 4 4 274 274
Charge for the year 22 22 48 48 6 6 76 76
Disposals - - - - - - - -
At 31 December 2023 22 22 318 318 10 10 350 350
Carrying amount
At 31 December 2023 - - - - - - - -
Lease liability Server Property Equipment Total
Group £000s Company £000s Group £000s Company £000s Group £000s Company £000s Group £000s Company £000s
At 1 January 2024 18 18 - - 3 3 21 21
Repayment of lease liabilities (2) (2) - - - - (2) (2)
At 31 December 2024 16 16 - - 3 3 19 19
Server Property Equipment Total
Group Company £000s Group £000s Company £000s Group Company £000s Group Company £000s
£000s £000s £000s
At 1 January 2023 - - 50 50 6 6 56 56
Repayment of lease liabilities (5) (5) (51) (51) (3) (3) (59) (59)
Additions 22 22 - - - - 22 22
Interest on lease liabilities 1 1 1 1 - - 2 2
At 31 December 2023 18 18 - - 3 3 21 21
Lease liability maturity analysis
2024 2023
Server Property Equipment Server Property Equipment
Gross lease payments due: £000s £000s £000s £000s £000s £000s
Within one year 5 - 3 5 - 3
Between two and five years 11 - - 14 - -
16 - 3 19 - 3
Less future financing charges (-) - (-) (1) - (-)
16 - 3 18 - 3
15. Inventories
Year to 31 December 2024 Year to 31 December
2023
Group £000s Company £000s Group £000s Company £000s
Raw materials 231 96 80 80
Finished goods 65 28 23 23
Subtotal 296 124 103 103
Provision for inventories (103) (103) - -
Total 193 21 103 103
Inventory consists of raw materials and finished goods which are held with two
of the Group's trading partners. During 2024, a significant amount of
inventory was reviewed and provided against in full.
16. Trade and other receivables
As at 31 December 2024 As at 31 December 2023
Group £000s Company £000s Group £000s Company £000s
Amounts falling due within one year
Trade receivables 438 49 8 8
Provision for expected credit losses (40) (40) (6) (6)
Prepayments and accrued income 248 27 - -
Amounts owed by group undertakings - 797 - -
Other receivables 49 13 8 8
695 846 10 10
Ageing of trade receivables
As at 31 December 2024 As at 31 December 2023
Group £000s Company £000s Group £000s Company £000s
Not past due 194 - 8 8
1 to 30 days past due - - - -
31 to 60 days past due - - - -
61 to 90 days past due 195 - - -
91 to 120 days past due - - - -
121 to 150 days past due - - - -
151 to 180 days past due - - - -
Over 180 days past due 49 49 - -
438 49 8 8
Amounts receivable from Group undertakings are unsecured, non-interest bearing
and repayable on demand.
As at 31 December 2024 As at 31 December 2023
Group £000s Company £000s Group £000s Company £000
Provision for expected credit losses on trade receivables:
Balance brought forward (6) (1,130) (1,130)
Utilised in year - 1,130 1,130
Provided during the year (34) (6) (6)
Balance carried forward (40) (6) (6)
17. Trade and other payables
As at 31 December 2024 As at 31 December 2023
Group £000s Company £000s Group £000s Company £000s
Amounts falling due within one year
Trade payables 519 271 182 182
Other taxes and social security 22 12 92 92
Other payables (1) (4) 67 67
Accruals and deferred income 38 14 178 178
Contract liability 386 - - -
962 293 519 519
18. Provisions
Dilapidations Warranties TOTAL
Group £000s Company £000s Group £000s Company £000s Group £000s Company £000s
Balance at 1 January 2024 10 10 20 20 30 30
Provided for/(reduced) during the year (10) (10) (18) (18) (28) (28)
Settled during the year - - - - - -
Balance at 31 December 2024 - - 2 2 2 2
Dilapidations Warranties TOTAL
Group £000s Company £000s Group £000s Company £000s Group £000s Company £000s
Balance at 1 January 2023 92 92 24 24 116 116
Provided for/(reduced) during the year (22) (22) (4) (4) (26) (26)
Settled during the year (60) (60) - - (60) (60)
Balance at 31 December 2023 10 10 20 20 30 30
The provision for anticipated dilapidations is in respect of the Company's
former leasehold premises at Woking which were vacated on 23 December 2023.
The dilapidation charge was agreed in the amount of £70,000 and was
substantially settled in December 2023 through the non-return of the deposit
of £60,000 and a balance of £10,000 owing at the prior year-end.
The Group provides OEMs and distributors with a 15-month warranty on Mass
Spectrometer products. The provision represents the anticipated cost of
servicing those warranty claims. The provision is based on historical costs
including product, replacement parts and the cost-of-service engineers that
may have to be incurred over the warranty period. The provision for warranty
at the end of the year was £2k (2023: £20k).
19. Deferred tax
Deferred taxation provided in the financial statements:
Year to 31 December 2024 Year to 31 December 2023
£000s £000s
Accelerated capital allowances 3 28
Tax losses carried forward (3) (28)
- -
A deferred tax asset in respect of tax losses has only been recognised to the
extent of the deferred tax liability in respect of accelerated capital
allowances at a tax rate of 25% (2023: 25%). The Group has estimated tax
losses of £30,768k (2023: £29,236k) available for carry forward against
future trading profits.
20. Share capital
The total share capital of the Company comprises Ordinary and Deferred shares
as follows:
2024 2024 2023 2023
Allotted, called up and fully paid: Number £000s Number £000s
Ordinary shares of 0.01p each 6,361,365,146 636
Ordinary shares of 0.001p each 179,178,185 2
Deferred shares of 0.24p each 456,365,146 1,095 456,365,146 1,095
Deferred shares of 6.249p each 10,178,185 636
As at 31 December 645,721,516 1,733 6,817,730,292 1,731
The Ordinary share capital of the Company comprises:
2024 2024 2024 2023 2023
Allotted, called up and fully paid: Number of Ordinary 0.001p shares Number of ordinary 0.01p shares £s Number of ordinary 0.01p shares £s
Ordinary shares of 0.01p each as at 1 January 6,361,365,146 636,137 6,361,365,146 636,137
Effect of share split and deferment - -
Ordinary shares of 0.01p each as at 1 January (6,361,365,146) (636,137) - -
Issue of ordinary share capital of 0.001p each 10,178,185 102 - -
Issue of deferred share capital of 6.246p each - -
Placing in January 2024
Issue of Ordinary share capital of 0.001p in January 2024 169,000,000 1,690
As at 31 December 179,178,185 0 1,792 6,361,365,146 636,137
In January 2025 the Company executed a 625:1 share consolidation to yield
10,178,185 new shares of 0.001p and 10,178,185 deferred shares of 6.249p
nominal value.
A fundraising took place immediately thereafter via a placing with the
issuance of 169,000,000 new shares at a price of 1.25p raising total gross
proceeds of £2.1m and net proceeds of £1.8m. The resulting number of
shares immediately after this placing was 179,178,185.
The Deferred share capital of the Company comprised:
2024 2024 2024 2023 2023
Allotted, called up and fully paid: Number of deferred 6.249p shares Number of deferred 0.24p shares £000s Number £000s
Deferred shares of 0.24p each as at 1 January - 456,365,146 1,095 456,365,146 1,095
Issue of Deferred share capital of 6.249p in January 2024 10,178,185 - 636 - -
As at 31 December 10,178,185 456,365,146 1,731 456,365,146 1,095
As part of the share consolidation an additional 10,178,185 deferred shares of
nominal value 6.249p were created.
Each deferred share has very limited rights. The Deferred Shares, as their
name suggests, have very limited rights (which are deferred to the New
Ordinary Shares) and effectively carry no value as a result. The holders of
the Deferred Shares are not entitled (unless they also hold New Ordinary
Shares) to receive notice of, attend or vote at general meetings of the
Company, nor entitled to receive any dividends or any payment on a return of
capital until at least £10,000,000 has been paid on each New Ordinary Share.
No application will be made for the Deferred Shares to be admitted to trading
on AIM.
The Ordinary shares have the normal rights expected of ordinary shares -
holders are entitled to receive notice of, attend, or vote at general meetings
of the Company, and to receive any dividends or any payment on a return of
capital. The ordinary shares are admitted to trading on AIM under the name
Metir plc (ticker symbol MET).
Reserves
The share premium account represents the excess over the nominal value for
shares allotted less issue costs.
The share option reserve represents accumulated charges made under IFRS 2 in
respect of share-based payments. Where share options that have vested expire,
lapse or are exercised, the amounts within the share-based payments reserve
relating to those options are transferred to retained earnings as shown in the
Statement of Changes in Equity.
21. Share premium
Year to 31 December 2024 Year to 31 December
2023
£000s £000s
Opening balance brought forward 28,263 28,263
Share issue in the year 2,112 -
Share issue costs (265) -
Closing balance carried forward 30,110 28,263
22. Director's emoluments
Year to 31 December 2024 Year to 31 December 2023
£000s £000s
Salaries and fees 65 163
65 163
There are no key management personnel other than the Directors.
23. Employees
Year to 31 December 2024 Year to 31 December 2023
Number Number
Directors 2 3
Other staff 2 15
Average Headcount 4 18
Year to 31 December 2024 Year to 31 December 2023
£000s £000s
Employment costs (including Directors)
Wages and salaries 264 986
Social security costs 16 110
Termination payments - 69
Pension costs 15 132
Employment related share-based payments 21
295 1,318
24. Share-based payments
The share-based payments charge comprises Year to 31 December 2024 Year to 31 December 2023
£000s £000s
Directors' fees settled in shares - -
Vesting of share options - 21
Employment related share-based payments - 21
Brokers' fees settled in shares - -
- 21
Share option schemes
The Company operated an EMI and an unapproved share option scheme as a means
of encouraging ownership and aligning interests of staff and shareholders. The
table below shows the number of options outstanding and exercisable on 31
December 2024 and 31 December 2023 and the weighted average exercise price.
All staff were made redundant during Q4 2023 and accordingly all share options
have been forfeited.
Year to 31 December 2024 Year to 31 December 2023
Number of options Weighted average exercise price Number of options Weighted average exercise price
Outstanding at the beginning of the year 605,000,000 0.1p
Forfeited/expired during the year - (605,000,000) 0.1p
Exercised during the year - - - -
Outstanding at 31 December - - - -
Exercisable at 31 December - - - -
Options and warrants over 1,125 million ordinary shares were awarded to
Directors, staff and a consultant on 5 February 2021. These options granted
were exercisable at the price of 0.1p for five years from the 5 February 2021
but the unexercised options have now been forfeited.
The weighted average share price at the date of grant for share options was
0.25 pence.
The estimated fair values of the share options were calculated by applying the
Black Scholes or Monte Carlo models.
In line with the application guidance in IFRS 2, the Directors considered the
most appropriate method of calculating volatility to be the use of the
historical volatility of comparable listed companies. The model inputs are
detailed below.
In respect of cancelled options that had vested, £Nil (2023: £919k) was
transferred from share-based payment reserve to the retained losses reserve.
The resulting balance on the share-based payment reserve was £nil on 31
December 2023.
25. Warrants
Broker warrants to subscribe for up to 30,712,000 ordinary shares, which
represented 20 per cent of the placing shares, were granted to Turner Pope
Investments (TPI) Ltd as part of the fundraising in January 2024. The broker
warrants are capable of exercise for a period of five years from 5 February
2024. The fair market value of the warrants charged to profit and loss was
calculated at £384,000 based on the following inputs:
Date of grant Exercise price Share price Risk free rate Expected volatility Gross dividend yield
January 2024 1.25p 1.40p 0.03% 33% -
As at 31 December 2024, the Group/Company recognised a fair value gain on this
financial liability of £152,000.
26. Financial instruments
The Group's financial instruments comprise cash and various other receivables
and other payables that arise directly from its operations. No trading in
financial instruments is undertaken. The main risks arising from the Group's
financial instruments are liquidity, exchange rates, interest rate and credit
risks. The Board oversees the management of these risks, which are summarised
below.
31 December 2024 Group Carrying amount
Amortised Cost Total
£000 £000
Financial assets not measured at fair value
Trade and other receivables 398 398
Cash and cash equivalents 188 188
586 586
Financial liabilities not measured at fair value
Trade and other payables (546) (546)
(546) (546)
31 December 2023 Group Carrying amount
Amortised Cost Total
£000 £000
Financial assets not measured at fair value
Trade and other receivables 10 10
Cash and cash equivalents 173 173
183 183
Financial liabilities not measured at fair value
Trade and other payables (427) (427)
(427) (427)
The Group and Company has a financial liability measured at fair value
through profit and loss as at 31 December 2024 of £232,000 (2023: £nil).
Liquidity risk
The Group finances its operations from equity funding provided by shareholders
and revenues generated by the business. The Group seeks to manage liquidity
risk to ensure enough funds are available to meet working capital
requirements.
The Group invests its cash reserves in bank and money market deposits as a
liquid resource to fund its operations. The Group's strategy for managing cash
is to balance interest income with counterparty risk ensuring the availability
of cash to match the profile of the Group's cash flows.
In reviewing the Group as a going concern, as outlined in note 3, management
prepared alternative business scenarios where performance falls below
management expectation. Contingency plans and mitigating actions have been
identified in case actual results differ from the Group's business plans. The
business scenarios include exploration of the use of export trade financing,
short term debt, letters of credit, performance/surety bonds on larger orders
and equity funding options. Other mitigating actions would include reduction
of overhead including staff reduction, suspending discretionary spend on
projects under development and initiating contingency plans to address the
potential need for additional resources to achieve cashflow positive.
Contractual maturities of financial liabilities Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Over 5 years Total contractual cash flows Carrying amount (assets)/
liabilities
At 31 December 2024 £000s £000s £000s £000s £000s £000s £000s
Trade and other payables 963 - - - - 963 963
Warrants 232 - - - - 232 232
Total 1,195 - - - - 1,195 1,195
Contractual maturities of financial liabilities Less than 6 months 6-12 months Between 1 and 2 years Between 2 and 5 years Over 5 years Total contractual cash flows Carrying amount (assets)/
liabilities
At 31 December 2023 £000s £000s £000s £000s £000s £000s £000s
Trade and other payables 519 - - - - 519 519
Total 519 - - - - 519 519
Interest rate risk
The Group does not face any significant interest rate risk as it has no
borrowings. Surplus funds are invested to maintain a balance between
accessibility of funds, competitive rates, and counterparty risk while
investing funds safely.
Credit risk
The Group manages its credit risk in cash and cash equivalents by spreading
surplus funds between creditworthy financial institutions. The Group is also
exposed to credit risk attributable to trade and other receivables. The
maximum credit risk in respect of the financial assets at each period end is
represented by the balance outstanding on trade and other receivables. The
Group monitors the credit worthiness of its customers on a regular basis.
Prior to the RNS of 26 June 2023 issued by DeepVerge plc, management had
actively engaged to manage the outstanding debts. A repayment plan was in
place to pay down the debt, and services provided in 2023 were settled in line
with the standard payment terms.
Credit control with related parties is managed by direct communication with
the counterparty and all significant transactions required the approval of the
Board of Directors of the Company.
Foreign currency risk
The majority of the Group's transactions are denominated in foreign
currencies. The Group has no long-term commitments to purchase goods or
services in foreign currencies. Purchases denominated in foreign currency are
expensed at the exchange rate prevailing at the date of the transaction and
represents an immaterial proportion of the Group's total expenditure.
The only assets and liabilities denominated in foreign currencies relate to
trade receivables and trade payables with overseas counterparties together
with small balances of US dollar and Euro currencies to settle these
liabilities. The risks and sums involved are immaterial in all currencies.
Euro balances are kept under constant management review and control.
Our exposure to exchange rates results from costs ostensibly in GBP (although
many components are imported and therefore not really priced in GBP) and
revenues in other currencies.
Fair values
The Directors consider that there is no material difference between the book
value and the fair value of the financial instruments on 31 December 2024 and
31 December 2023 other than the warrants.
The matter of the warrants is dealt with under note 27.
Capital management
The Group's capital base comprises equity attributable to shareholders. As
the Group's focus has been on establishing itself as a successful supplier of
equipment design and engineering services, the primary objective in managing
cash spend has been to achieve progress on product development and
commercialisation in a cost-efficient manner and in managing liquidity risk to
ensure the Group continues as a going concern.
27. FAIR VALUE MEASUREMENT
The Group measures its financial instruments using Level 1 inputs in
accordance with IFRS 13. These financial instruments relate to shares that are
traded in an active market. The fair value of material financial liabilities
as at 31 December 2024 is shown below:
Financial liabilities - Level 1 2024 2023
£000s £000s
Opening balance - -
Other financial cost (384) -
Fair Value gain to other financial costs 152 -
Closing balance (232) -
The Group's policy is to measure the fair value using hierarchy levels in
accordance with IFRS 13:
Level 1: The fair value of financial instruments traded in active markets
(such as publicly traded derivatives and trading and available -for -sale
securities) is based on quoted market prices at the end of the reporting
period. The quoted market price used for financial assets held by the Group is
the current bid price.
Level 2: The fair value of financial instruments that are not traded in an
active market are determined using valuation techniques which maximise the use
of observable market data and rely as little as possible on entity specific
estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on an
observable market data, the instrument is included in level 3.
28. Related party transactions
Metir plc and DeepVerge plc had one director in common at the start of 2024:
Nigel Burton. Nigel Burton is a Non-executive Director of Microsaic and was a
Non-Executive Director of DeepVerge plc until becoming interim CEO on 3
November 2022.
Metir plc traded with two subsidiaries of DeepVerge plc during the prior year,
which for the purposes of this note are combined as a total. In summary for
the year ended 31 December 2024, revenue from subsidiaries of DeepVerge
plc totalled £nil (2023: £50,000) and purchases from DeepVerge plc
totalled £nil (2023: £57,000).
During 2022 DeepVerge plc issued an RNS casting significant doubt on its
ability to settle this debt. It was the opinion of the directors that the
conditions leading to this were in existence at 31 December 2022, and so a
provision for expected credit losses of £1,130,000 (2021: £nil) was
recognised against this debt in the prior year. This represented the amount of
outstanding debt at 26 June 2023, less recoverable VAT. This debt was then
written off in 2023, partially netted-off by the sum of £65,000 owing by
Metir plc to DeepVerge plc.
During 2024, a company named Swiftpipe Ltd, controlled by a common director,
Bob Moore, invoiced director service fees of £30,000 in relation to director
fees (2023: £30,000). The year end payable balance outstanding as at 31
December 2024 was £9,000 (2023 £6,000)
29. Control
As at 31 December 2024, no individual shareholder had a controlling interest
in the Company.
30. Events after the Reporting Date
Non-adjusting events subsequent to 31 December 2024:
· On 15 June 2025 the Company announced a successful placing of
£680,000 gross via the issuance of 120,000,000 new shares at 0.65p per share,
and the intended participation of £70,000 by two Directors of the Company to
be confirmed shortly after the publication of this Annual Report. In addition
to these shares a total of 24,000,000 Broker Warrants exercisable at the
placing price for 5 years were issued.
31. Cash absorbed by operations (Group)
Year to 31 Year to 31
December December
2024 2023
£000s £000s
Total comprehensive loss for the year (1,809) (2,597)
Adjustments for:
Amortisation of intangible assets 34 27
Depreciation of right of use assets - 76
Depreciation of property, plant and equipment 124 183
Loss /(Profit) on disposal of fixed assets - 38
Increase in provision for expected credit losses - 6
Share-based payments - 21
Recognition of other financial liability 384 -
Fair value movement on other financial liability (152)
Tax on loss on ordinary activities (113)
-
Interest on lease liability - 2
Interest received (25) (13)
Movements in working capital
Increase/(Decrease) in inventories (90) 170
(Increase)/Decrease in trade and other receivables (688) 577
Increase/(Decrease) in trade and other payables 60 282
(Decrease) in provisions for dilapidations & warranty (28) (85)
Increase/(Decrease) in contract liabilities
386 -
Cash absorbed by operations (1,917) (1,313)
32. Segmental reporting
The Group currently has two business segments, being the sale of compact mass
spectrometers (Microsaic 4500 MiD(®)) by Microsaic Systems Trading Limited
and the sale of MicroTox® CTM, FX and LX toxicity monitors and related
consumables by Modern Water Revenue by geographical market is analysed in note
5.
Under IFRS 8, operating segments are defined as a component of the entity that
engages in business activities from which it may earn revenues and incur
expenses whose operating results are regularly reviewed and for which discrete
financial information is available. The Group management is organised in UK
and this factor identifies the Group's reportable segments.
Year Ended 31 December 2024 Modern Water (U.K.) Limited Corporate Total
£000 Microsaic Systems Trading Limited (Metir plc) £000
£000 £000
2024 2023 2024 2023 2024 2023 2024 2023
External Revenue 162 - - - 70 492 232 492
Profit / (Loss) (643) - (123) - (1,156) (2,597) (1,922) (2,597)
Segment Non-current Assets 70 - 1 - 138 166 209 166
Segment Current Assets 816 - 25 - 348 547 1,189 547
Segment Current Liabilities 633 - 37 - 544 527 1,214 527
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. END FR PKKBDNBKDQODRecent news on Metir
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