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. 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 business development to promote these as well as developing new sales channels.	MEDIUM
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 business plan is implemented effectively with the focus on expanding sales channels and growing revenues, whilst adjusting variable costs in line with actual revenues.	MEDIUM
Reliance on third party manufacturing facilities	A replacement manufacturer is necessary	MEDIUM	Work closely with our manufacturing partner and hold regular review meetings. Ensure contingency plans are prepared and reviewed.	MEDIUM
Retention and recruitment of key employees	Loss of key employees and subsequent difficulty in recruiting suitable replacements	MEDIUM	Ensure the Group's remuneration package is competitive and aligned to performance. Retain key staff by investing in their development.	MEDIUM
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 around point of care, ease of use and simplicity of maintenance.	MEDIUM

               

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. Executive Chairman from 25 September 2023	4 (4)	2 (1)	0 (0)

 

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

 

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                                    

	Notes	Year to 31 December 2024			Year to 31 December 2023
		£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  Financial Liability	14  25	19  232	8  -	19  232	8  -
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	Share-based	Retained	Total
	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   December   2024		Year to 31   December   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 charging/(crediting):	£000s	£000s
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  Fees payable to the Company's auditors for other services	69	-
- 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   2024	Year to 31 December  2023
Domestic current period tax	Group  £000s	Group £000s
Research and development tax credit in respect of prior period	(113)	-
Tax on loss on ordinary activities	(113)	-

 

Factors affecting the current tax credit for the period:	Year to 31 December   2024	Year to 31 December  2023
	£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   2024	Year to 31   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 diluted loss per share	172,695,993	10,178,185
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  At 1 January 2023	628	628
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  £000s	Company £000s	Group  £000s	Company £000s	Group £000s	Company £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 £000s	Group £000s	Company £000s	Group £000s	Company £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  £000s	Company £000s	Group  £000s	Company £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 £000s	Company £000s	Group £000s	Company £000s	Group £000s	Company £000s	Group £000s	Company £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  £000s	Company £000s	Group £000s	Company £000s	Group  £000s	Company £000s	Group  £000s	Company £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  Deferred shares of 6.249p each	456,365,146  10,178,185	1,095  636	456,365,146	1,095
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 £000	Total £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 £000	Total £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   December   2024		Year to 31   December   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  Increase/(Decrease) in contract liabilities		(28)   386		(85)   -
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 £000		Microsaic Systems Trading Limited £000		Corporate (Metir plc) £000		Total £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