STRATEGIC REPORT

For the year ended 31 December 2025

 

Stakeholder Engagement

Section 172 of the Companies Act 2006 ("S.172") recognises that companies are run for the benefit of shareholders, but that the long-term success of a business is dependent on maintaining relationships with stakeholders and considering the external impact of the Group and Company's activities.

 

Metir plc's key stakeholders are our employees, shareholders, partners (including distributors, OEMs and collaborators on new products) and our key suppliers, such as our manufacturing contractors and key R&D subcontractors. By working with all stakeholder groups, the Group can unlock the potential of the business and maximise the value created. The key principles and values adopted by the Group are detailed under Principle 2 of the QCA Corporate Governance Code (2023).

For Metir plc, engagement with our key stakeholders is part of how we operate as a business. Actively seeking to understand the concerns and aspirations of our employees, how we can better engage with them, how we can work more closely with the partners who distribute our products and those that we collaborate with, plus the challenges faced by our manufacturing partner and other suppliers.

 

The Group has shifted the focus to growth in commercial sales across both product and service offerings targeting solutions to meet the requirements of existing clients and investigating markets to capitalise on the value of the new business model. The Directors continue to engage with shareholders and key stakeholders keeping them up to date on progress.

Under S.172, a company's directors have a duty to discharge their responsibilities having regard to:

 

a)     the likely consequences of any decision in the long term - the focus of the Board during 2025 was the completion of the restructuring of the business, which began in 2024 to ensure economic viability and to deliver a more commercial focus with emphasis on the delivery of solutions, beyond equipment sales.

 

b)     the interests of the company's employees - the Board regards the expertise and contributions of its employees as critical to its future success. Executive management regularly update employees on the progress of the business. The Board seeks to remunerate its employees fairly and has adopted a flexible working hours policy to cater for employee needs. Full and fair consideration is given to applications for employment received regardless of age, gender, colour, ethnicity, disability, nationality, religious beliefs or sexual orientation.

c)    the need to foster the company's business relationships with suppliers, customers and others - customer satisfaction and trust are critical for our success. By providing a high-quality product, solution or service to meet those demands, we increase customer satisfaction. This has allowed us to build trust within the community we operate in and with our customers showing our commitment to quality and continuous improvement. This includes our ongoing commitment to ensure that our suppliers continued to be paid on time.

d)     the impact of the company's operations on the community and the environment - the Group meets operational efficiencies and systematic processes that come with our certification of ISO 9001, leading indirectly to positive community and environmental impacts.

 

As part of the ISO 9001 process, we are required to consistently monitor and manage our operations. This has led to improvements in efficiency and effectiveness.

 

ISO 9001 requires us to have a process for selecting and managing suppliers. This has led us to selecting suppliers who also have a commitment to sustainability, thus extending the environmental and community impact.

 

ISO 9001 requires us to identify and address risks in our daily operations, which indirectly benefit the environment and the community by preventing incidents that could have negative effects.

e)     the desirability of the company maintaining a reputation for high standards of business conduct - the Group acted in a professional manner during 2025, liaising with key stakeholders and followed the principles and values of the Group as outlined on pages 21 to 31 of the Corporate Governance Report.

 

f)     the need to act fairly as between members of the company - the Board treated shareholders fairly and made sure it kept them up to date through regulatory news releases. Significant shareholders were given the opportunity to meet and discuss with senior management and members of the Board.

 

Performance Measurement

The ongoing performance of the Group is managed and monitored using several key financial and non- financial performance indicators as detailed below:

 

Revenue	2025 £'000	2024 £'000	Increase / (Decrease) £'000
Equipment sales	1,077	84	993
Reagent sales	233	118	115
Consumables, spare parts, product support and services income	130	30	100
	1,440	232	1,208

 

The Group's revenue increased over all areas in 2025 due to a concerted effort to grow the profile of the Group.

 

Revenue comprises the sale of equipment, reagents, and product support including consumables, spare parts and service.

 

Profit/(Loss) & Cash Metrics	2025 £'000	2024 £'000	Increase / (Decrease) £'000
Loss from operations before share-based payments, interest, and tax	(867)	(1,715)	848
Net cash from financing activities	1,671	1,845	(174)
Net cash used in operating and investing activities	(801)	(1,830)	(1,029)
Cash and cash equivalents	1,058	188	870

The Group's profitability is monitored against budget monthly. Revenue increased year on year while other operating expenses were reduced. The Group monitors its cash position closely and forecasts are updated on a regular basis.

Non-financial key performance indicators measure a number of key areas, including commercial and operational targets, such as number of sales orders, unit production, new products transferred to manufacturing, number of collaborations, agreements signed with new customers and quality measures from the Group's ISO 9001:2015 system. Direct analysis has not yet been possible, but these metrics are being monitored going forward.

 

Financial Results - 2025

 

Income and Expenditure

Total revenue of £1.44 million increased 521% compared to the prior year (2024: £0.23 million).

 

There was a gross profit of £0.56 million in 2025 (2024: gross loss £0.13 million) which is as a result of the considerable increase in revenue in 2025.

Total operating expenses of £1.43 million (2024: £1.59 million), decreased by £0.16 million driven by cost reduction measures.

There was no finance income received over 2025 (2024:  less than £0.03 million). The outstanding R&D tax claim for 2023 was successfully received in the first half of 2025.

 

The total comprehensive loss for the year of £0.87 million reduced considerably by over the prior year (2024: £1.58 million). The basic loss per share was 0.35 pence versus 0.91 pence per share in 2024.

 

Balance Sheet

There were small additions to non-current assets over 2025, which closed at £0.17 million (2024: £0.21 million). Current assets at £1.85 million were up £0.66 million (2024: £1.19 million). The increase was mainly due to the fund raise towards the end of the financial year, increasing cash to £1.06 million. Total assets at  £2.01 million at year end were £0.62 million higher than the prior year (2024: £1.40 million). Total equity at £1.24 million was £0.82 million more than the prior year (2024: £0.42 million), reflecting the net funds raised in the financing of £1.69 million less the loss for the year. Total liabilities of £0.78 million were £0.21 million lower than in the prior year (2024: £0.98 million).

Cash Flow

Net cash used in operating activities in 2025 of £0.77 million was lower than the previous year (2024: £1.66 million) due to the trading increase.

 

There were small investing activities made into intangible assets during 2025, resulting in a net cash outflow of less than £0.01m (2024: £0.18 million).

 

Net cash generated by financing activities in 2025 were £1.61 million. This is mainly due to the fundraising in June and December 2025. In 2024, net cash generated was £1.85 million due to other major funding initiatives.

The net increase in cash for the year of £0.87 million (2024: less than £0.10 million) resulted in a cash balance as at 31 December 2025 of £1.06 million (2024: £0.19 million).

 

Bob Moore

Executive Chairman and CEO

6 July 2026

 

DIRECTORS' REPORT

 

The Directors present their report for the year ended 31 December 2025.

Principal Activity, Business Review and Business Risks

From January 2025 the Group is principally focused on monitoring water for toxins and pathogens by integrating the wider equipment portfolio together with in-house manufacture of specialised Microtox® bio-reagent consumables with the related equipment manufacturing being outsourced. A review of the business is contained within the Chairman and Chief Executive Officer's Statement.

 

Going Concern

The Company and its subsidiaries (the Group) is loss making and has raised funds in the past by issuing equity in discrete tranches. The most recent fundraises were completed in June 2025 and December 2025 where the Group raised £0.85 million and £1.00 million respectively before expenses from new and existing shareholders.

 

For the year to 31 December 2025 the Group recorded a loss of £0.87 million (2024: £1.58 million). At 31 December 2025, the Group held total assets of £2.01 million (2024: £1.40 million) and cash balances totalling £1.06 million (2024: £0.19 million).

 

Following the December 2025 fundraise, the directors focused on improving Microtox® equipment production and accelerating further product development of QuickChek® Sulphate Reducing Bacteria Kits and commercialisation of the Cryptosporidium Pathogen Detector and the PFAS Detector.

 

In assessing the ability of the Group and parent Company to continue as a going concern, the directors have prepared sales projections and cashflow forecasts to 31 July 2027 alongside undertaking 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 not included in these cashflow forecasts any revenues from further projects in Qatar and in other regions similar to the current Phase 1 Qatar project which for Qatar Phase 2 is first contingent on completion of a fully operational run-in period of Phase 1.

 

However, included in these cash flow forecasts are assumptions relating to a fundraise that the Directors target completion of in the near future, and acknowledge is significant to the Group and parent Company remaining a going concern.

 

The Directors have modelled a reasonable and plausible downside assumption whereby revenue is reduced. Under this scenario, subject to raising additional working capital of at least £0.50 million and executing certain mitigating actions, the Directors are confident that cash will remain positive for at least 12 months from the date of approval of these financial statements. These mitigating actions are:

 

1.    Cost savings initiatives with a focus on areas of discretionary spend such as marketing, travel and certain professional fees; 

2.    Reduction in longer term stock purchases to reflect the lower sales projections; and 

3.    Reductions 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 propositions.

 

Going concern assessment

Having considered the targeted minimum fundraise, and having regard to a reasonable but plausible downside scenario thereafter as mentioned above, the Directors have a reasonable expectation that the Group and parent Company has adequate resources to continue operating for a period of at least 12 months from the date of approval of these financial statements.

 

However, the uncertainty surrounding the minimum value of fundraise required of £0.50 million indicates that a material uncertainty exists that may cast significant doubt on the Group and parent Company's ability to continue as a going concern.

 

Results and Dividends

The results for the Group are given in the statement of comprehensive income set out on page 41. The Group is currently making losses and has retained losses which have to be recovered before it can pay a dividend. Therefore, the Directors do not recommend the payment of a dividend (2024: £nil).

 

Business Development and Sales

Revenues are made through OEM and distribution sales channels with direct and collaboration partners currently in place, covering certain GCC countries, North and South America, Europe, China, Southeast Asia and Japan.

Research and Development ("R&D")

R&D is important for the Group's success. The cost of the R&D work carried out in the financial year ending 2025 and 2024 were £50k and £153k respectively. The Group conducts periodic reviews of its patent portfolio to align it with current business strategy. After the most recent review in 2025, the active patent portfolio is 9 main patents registered in 61 countries.

 

Directors

Between 1 January 2025 and 31 December 2025, the following Directors held office:

 

Dr Nigel Burton, Non-Executive Director (Age 68) Bob Moore, Executive Chairman and CEO (Age 68)

Dr Chris Potts, Non-Executive Director (Age 70)

 

Directors' interests

The Directors' historic interests in the shares of the Company were:

 

Ordinary shares of 0.01p	2025 Number Thousands	2025 %	2024 Number Thousands	2024 %
Dr Nigel Burton	16,809,502	3.79	2,480,800	1.38
Bob Moore	12,105,134	2.73	9,040,000	5.05
	28,914,636	6.52	11,824,800	6.60

The above table highlights the historic director's shareholding interests in the Company.

 

Directors and significant shareholdings

 

Ordinary shares of 0.001p each at 11 June 2026	Number	%
Holder
Nigel Burton	16,809,502	3.79
Bob Moore	12,105,134	2.73
Vidacos Nominees Limited	139,375,737	31.44
Spreadex Limited	32,467,948	7.33
Goldman Sachs Securities (Nominees) Limited	31,386,211	7.08
Lawshare Nominees Limited	27,307,558	6.16
Hargreaves Lansdown (Nominees) Limited HLNOM	19,528,919	4.41
Hargreaves Lansdown (Nominees) Limited 15942	17,796,172	4.02
Nortrust Nominees Limited	16,333,333	3.68
Pershing Nominees Limited	15,692,308	3.54
Fiske Nominees Limited	14,358,975	3.24
Interactive Investor Services Nominees Limited	13,613,766	3.07
Hargreaves Lansdown (Nominees) Limited VRA	13,356,995	3.01

 

Employees

The Board regards the expertise and contributions of its employees as critical to its future success. Executive management regularly updates employees on the progress of the business. The Board seeks to remunerate its employees fairly and has adopted a flexible working hours policy to cater for employee needs. Full and fair consideration is given to applications for employment received regardless of age, gender, colour, ethnicity, disability, nationality, religious beliefs or sexual orientation.

 

The Board would like to thank all the Group's employees for their contributions to date.

 

Company share ownership plans

During the year the Company operated two Employee Share Option Schemes ("ESOS"), an approved

scheme and an unapproved scheme.

The ESOS were formed to enable the incentivisation of employees to be aligned to the performance of the Group. Under the ESOS, the Company grants employees options to acquire the Company's ordinary shares subject to:

 

·     Vesting periods (normally three years for new grants) and an exercise period of up to ten years from the date of grant;

·     The exercise price is normally the market price of the ordinary shares at the close of business the day before the date of grant unless the award is linked to an equity fundraise; and

·     Performance and time-based vesting conditions as appropriate.

 

Options are granted up to the maximum amount allowed under the limits of the Enterprise Management Incentive ("EMI") Scheme - these options are called 'Approved Options'. The EMI Scheme is subject to the provisions of Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003 and has tax advantages for the employee and employer. There is an unapproved scheme, which has no tax advantages, for those awards which do not qualify under the Approved Option scheme.

No options were awarded in 2025.

 

Management of risk

The management of operational risk is covered in the Corporate Governance Report while financial risk is detailed under note 25 Financial Instruments.

 

Health and safety and the environment

The Group is committed to providing a safe environment for its staff and other parties for whom it has a responsibility. It has set up systems and processes to ensure compliance with health and safety legislation and the Board reviews an update on health and safety matters at each main Board meeting.

The Group is also mindful of its corporate responsibilities concerning the impact of its activities on the environment and seeks to minimise this impact where practicable.

Quality management system

The Group's mission is to deliver miniaturised micro-electronic equipment and Internet of Things designed to monitor and analyse data primarily in the water safety sector to monitor toxins harmful to human health including PFAS chemicals.  The Group is developing use of AI machine learning analytical services to simplify instrument use, demanded by clients that include, but are not exclusively related to, miniaturised micro-electronic instruments that provide innovative compact detection with high quality and reliability.

 

The Group's quality policy applies to the development, marketing and support of our products. In all its

activities the Group is strongly focused on commitment to the requirements of its customers including:

·     Management of risks to prevent operational and product problems that may adversely impact customer satisfaction and the interests of other parties; and

·     Management of any externally provided products and services to ensure that they meet specified requirements including changing needs.

 

To help management achieve its policy, the business management system has been developed using a process approach including a Plan-Do-Check cycle, risk-based thinking, and a fundamental commitment to the continual improvement of the system and its effectiveness and integration into the Group's activities.

 

The Group's Quality Management System is based on ISO 9001:2015. This standard puts considerable

emphasis on risk management and management involvement within the quality management system.

 

Directors' indemnity and insurance

The Company has granted an indemnity to its Directors and Officers under which the Company indemnifies them, subject to the terms of the deed of indemnity, against costs, charges, losses, damages and liabilities incurred by them in the performance of their duties. The Company also maintains Directors and Officers liability insurance against the consequences of actions brought against them in relation to their duties for the Group.

 

Related party transactions

The interests of the Directors are shown in the Directors' Report while their remuneration is detailed in the Directors' Remuneration Report. There are no related party transactions involving the Directors.

 

Directors' responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report, and the financial

statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare Group financial statements in accordance with applicable law and UK adopted international accounting standards and the parent Company financial statements in accordance with applicable law and United Kingdom Accounting Standards, including Financial Reporting 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the parent Company and of the profit or loss of the Group for that period.

 

In preparing the financial statements the Directors are required to:

⦁ Select suitable accounting policies and then apply them consistently;

⦁ Make judgements and accounting estimates that are reasonable and prudent;

⦁ Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business;

⦁ State whether applicable UK adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Statement of disclosure to auditors

So far as each Director is aware, there is no relevant audit information of which the Group's Auditor is unaware. Additionally, the Directors have taken all the steps that they should have taken to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information.

 

Auditors

James Cowper Kreston Audit have expressed its willingness to remain in office as auditor of the Group and a resolution for its reappointment will be proposed at the forthcoming Annual General Meeting.

 

Future developments

An indication of likely future developments in the business of the Group is included in the Strategic Report.

 

Events after the Reporting Date

There are no events after the reporting date to note.

 

This Directors' Report was approved by the Board of Directors on 6 July 2026 and signed on its behalf by:

 

Bob Moore

Executive Chairman and CEO

Company number 03568010

 

REMUNERATION COMMITTEE REPORT

For the year ended 31 December 2025

 

Dr Nigel Burton chairs the Remuneration Committee which includes Bob Moore.

This report has been prepared with reference to the Quoted Companies Alliance guide "Remuneration Committee Guide for Small and Mid-Size Quoted Companies." The Group has sought to comply with the overarching principles of the guidance, although not all recommended disclosures have been included on the basis that they are not relevant to the current circumstances of the Group.

 

This report sets out the Group's policy on the remuneration of Executive and Non-Executive Directors, together with details of Directors' remuneration packages and service contracts.

 

Remuneration policy

The remuneration policy for Executive Directors, determination of their individual remuneration packages

and their performance appraisals have been delegated to the Board's Remuneration Committee.

 

Remuneration of the Executive Directors

In setting the remuneration for the Executive Directors, the Remuneration Committee considers several factors including:

 

·     Basic salaries and benefits available to Executive Directors of comparable companies;

·     Need to pay Executive Directors a competitive salary in line with the nature and complexity of their work;

·     Need to attract and retain Executive Directors of an appropriate calibre;

·     Need to ensure Executive Directors' commitment to the continued success of the Company by means

of incentive schemes; and

·     Need for the remuneration awarded to reflect performance.

 

The remuneration of the Executive Directors consists of basic salary. There are no other payments currently in place. A discretionary bonus scheme based on performance against individual and business objectives did not operate during the year (2024 bonus: Nil). Bob Moore as Executive Chairman and acting CEO has continued his Non-Executive Director's salary without increase throughout 2025 and to date as part of the strict cost control during the rebuilding and business reset of the Group in the year.

 

Remuneration of the Non-Executive Chairman and Non-Executive Directors

The Chairman of the Remuneration Committee discusses the remuneration of the Non-Executive Directors with the Executive Directors. The remuneration is then discussed and agreed by the Board (excluding Directors with a conflict of interest) following recommendation by the Remuneration Committee, having a view to rates paid in comparable organisations. All Directors received fixed fees with no other remuneration, options or other employment related incentives in the year and continue to do so.  Dr Nigel Burton received 6,666,667 warrants on the same terms as other investors, as a result of his subscription for shares in December 2025. The Non-Executive Directors do not receive any pension, bonus or other benefits from the Group.

Share options and shares

There were no new share options granted to the Directors during 2025.

 

Details of the shares held by Directors are listed in the Directors' Report.

 

Directors' notice periods

Details of the Director's notice periods as per their service contract are as follows:

 

	Contract date	Term	Notice period
Nigel Burton	5 February 2021	Twelve months	3 months
Bob Moore	15 March 2022	Twelve months	3 months
Dr Chris Potts	6 February 2025	Three years	3 months

 

Directors' emoluments

Directors' remuneration in 2025 is detailed below:

 

	Salaries & fees	Non-cash payments	Pension contributions	Share- based payments	Year to 31 December 2025	Year to 31 December 2024
	£	£	£	£	£	£
Nigel Burton	35,000	-	-	-	35,000	35,000
Bob Moore1	40,000	-	-	-	40,000	30,000
Dr Chris Potts2	16,520	-	-	-	16,520	-
TOTAL	81,520	-	-	-	81,520	65,000

1 A company named Swiftpipe Ltd, controlled by a common director invoiced fees of £40K in relation to director fees. Amounts outstanding as at 31 December 2025 were £40,000 (2024: £9,000).

² Dr Chris Potts was appointed to the Board on 6 February 2025.

 

Directors' share options

There were no Share options over the Company's ordinary shares held by the Directors at the

year-end. 

 

The Directors' Remuneration Committee Report was approved by the Remuneration Committee on 6 July 2026 and signed on its behalf by:

 

Dr Nigel Burton

Chairman of the Remuneration Committee

 

FINANCE & AUDIT COMMITTEE REPORT

For the year ended 31 December 2025 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.

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 on 28 October 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 2026 to July 2027, 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 2025 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 is exploring additional equity and debt funding, without which it will not continue to be a going concern.

 

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 2025 (2024: 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.

Auditors Fees and Non-Audit Services

The Committee reviewed and agreed to the proposed audit fee of £40.5k (2024: £40k).

 

Auditor Independence

The Committee satisfied itself on the auditor's independence. James Cowper Kreston Audit were appointed in February 2025 and retained over the year. 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 6 July 2026 and signed on its behalf by:

 

Dr Nigel Burton

Chairman of the Finance & Audit Committee

 

CORPORATE GOVERNANCE REPORT

For the year ended 31 December 2025

 

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. 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 (2023) (the "2023 Code").

 

The Board is committed to maintaining high standards of corporate governance and, with effect from 1 January 2025, the Board adopted the 2023 Code.

 

The 2023 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.  Claire Smith was appointed CFO in November 2025.  The Company Secretary role has been undertaken by John Mottram since November 2023.

Save in respect of Principle 6 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 2023 Code.

 

PRINCIPLES TO DELIVER GROWTH

 

PRINCIPLE 1: Establish a purpose, 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 in 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 water and environmental 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 2025, the active patent portfolio is 9 patents.

The Group made substantial cost reductions via a major restructuring in  2023 and 2024, 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.

PRINCIPLE 2: Promote a corporate 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.

The Group's culture is focused on delivering environmental testing and monitoring equipment and services which are beneficial to industry and the community as a whole.  Our internal and external actions and decisions reflect these cultural values.

 

PRINCIPLE 3: 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 August 2025, which received over 98% support for all resolutions.

 

PRINCIPLE 4: Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success.

 

Stakeholder: Staff

Our ability to implement the long-term strategy is heavily dependent on hiring and retaining specialist technical and commercial staff.

 

Reason for engagement:

High quality communications with staff is a key requirement for high levels of engagement, fostering a culture of innovation.

 

How we engage:

·      Regular staff briefings where there is a two-way dialogue where staff are updated on the progress of the business and the longer term strategy.

·      Share options are granted to all staff, which link shareholder goals to longer term company performance.

·      The Company is mindful of the importance of work-life balance for employees and their families and within the constraints of a small organisation offers flexible working hours and home working where-ever possible.

·      Where-ever possible the Company offers training and career development opportunities which are very important in retaining staff.

·      The Company provides a supportive work environment where dialogue is open and honest and where all staff are treated equally.

·      Science is a creative discipline, and diversity of thought fundamentally underpins successful outcomes. The Company has an active Diversity and Inclusion program, initiated, promoted, and supported by the Chief Executive Officer directly.

 

Stakeholder: Clients

Our success and competitive advantage are dependent upon fulfilling client requirements, both in the short term (shipping product), and in the longer-term (customised R&D specific to that customer).

 

Reason for engagement:

Understanding current and emerging requirements of clients enables the Group to develop new and enhanced product specification and application areas.

 

How we engage:

·      We specifically seek customer requirements during business development meetings with new and existing clients.

·      Obtain fulfilment metrics employed by clients to measure on-going performance.

·      Provide robust and reliable products which meet our rigorous quality standards. The Group is ISO 9001 2015 compliant.

·      Ensure warranty terms on units are in line with industry standards.

 

This has led to an increase in new business development opportunities and collaborations, bringing to market products that customers have specifically asked for, and on-going improvements in our products and service.

 

Stakeholder: Suppliers

Our outsourced manufacturing partner is a key stakeholder.

 

Reason for engagement:

We outsource our manufacturing and assembly to a specialist high-technology manufacturing facility in the UK.

 

How we engage:

·      We have documented all assembly and sub-assembly processes, with a view to simplifying outsource and removing subjective communications.

·      We co-invest in supplier set-up and infrastructure.

·      We invest in regular supplier training.

·      We operate systems to ensure supplier quality, which are discussed on a regular basis.

·      We pay our suppliers in accordance with their terms.

This has resulted in a long-term relationship, founded on a large body of data, metrics and mutual trust.

 

Stakeholder: Shareholders

As a public company we provide transparent, easy-to-understand and balanced information to ensure support and confidence.

 

Reason for engagement:

Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects and performance of management.

 

How we engage:

·      Regulatory news releases. In accordance with the Market Abuse Regulation, where regulatory announcements include inside information this is indicated in the announcement itself.

·      Keeping the investor relations section of the website up to date.

·      Annual and half-year reports and presentations provided to analysts and key shareholders.

·      The AGM gives shareholders the ability to ask questions of the Board.

·      Social media. The Company is increasing its social media presence to better engage with shareholders and other stakeholders.

·      Capital market events.

 

Stakeholder: Industry bodies

The services we provide must meet certain requirements.

 

Reason for engagement:

The membership of certain industry groups, including certain regulatory standards (e.g. CE marking, ISO) are influential in the way the group is perceived by new and existing clients.

 

How we engage:

·      Ongoing product certification is central to our product development.

 

Stakeholder: Environment

As a company dealing with a complex range of raw and processed materials, we must ensure that our business is conducted sustainably.

 

Reason for engagement:

Whilst not of substantial impact compared with many other manufacturing businesses, the Company recognises its activities have an impact on the environment and acknowledges its responsibility to ensure this is minimised.

 

How we engage:

·      In accordance with the requirements of the Waste Electrical and Electronic Equipment Regulations (WEEE), the Company is registered with the UK Environment Agency as a Small WEEE Producer and disposes of electrical equipment waste responsibly.

·      The Company reviews the substances it uses within its design and manufacturing processes with the aim of using environmentally friendly products commensurate with producing high quality products and the RoHS directive (Restriction of the use of certain hazardous substances).

·      Where possible, products are recycled within the Company.

·      Paper, cardboard, batteries and printer cartridge recycling collection facilities are in place and are regularly used in the Company's offices.

·      Redundant computer equipment is disposed of in accordance with good practice.

 

Stakeholder: Health and Safety

As a Company we believe our employees have the right to come home safe and well from their job.

 

Reason for engagement:

It is our mission to prevent work related accidents, ill health and keep our employees safe.

 

How we engage:

·      Assessing the risk to the health and safety of employees and others who may be affected and identifying what measures are needed to comply with its health and safety obligations.

·      Providing and maintaining locations, equipment, protective clothing and systems of work that are safe and without risks to health.

·      Ensuring that all necessary safety devices are installed and maintained on equipment.

·      Providing information, instruction, training and supervision in safe working methods and procedures.

·      Promoting the co-operation of employees to ensure safe and healthy conditions.

·      Establishing a safety committee, safety representatives and accident investigations where applicable.

·      Establishing emergency procedures as required.

·      Monitoring and reviewing the management of health and safety at work.

PRINCIPLE 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.

The Board aims to ensure that the Group's risk management framework and internal controls identify and addresses all relevant risks and opportunities 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.

 

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	MEDIUM	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	HIGH	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 6: Establish and 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.  Mrs Claire Smith was appointed CFO in November 2025.

 

The Group held weekly management meetings and 6 Board meetings during 2025 (2024: 4).

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, however Dr Nigel Burton does represent as a significant shareholder, as his holding is 3.79% of the issued shares.

 

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 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 2025 were as follows.

 

Name	Position during 2025	Regular Board Meetings	Finance & Audit Committee	Remuneration Committee
Nigel Burton	Non-Executive Director	6 (4)	2 (2)	0 (0)
Bob Moore	Executive Chairman and CEO	6 (4)	2 (1)	0 (0)
Dr Chris Potts	Non-Executive Director	4 (0)	0 (0)	0 (0)

 

Numbers in brackets denote the total number of meetings that each Director was eligible to attend during the year.

PRINCIPLE 7: Maintain appropriate governance structures and ensure that individually and collectively 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 6 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. 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:

 

·     SPARK Advisory Partners as Nominated Adviser;

·     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 8: 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 formal 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.

 

An informal evaluation process, with input from an external adviser, took place in 2025.

 

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 9: Establish a remuneration policy which is supportive of long-term value creation and the Group's purpose, strategy and culture.

 

Due to the small size of the Group, and limited financial resources, executive remuneration at Board level is below commercial norms. It is the intention of the Board to revise remuneration once an adequate level of cashflow and profitability has been established. All other employees are remunerated competitively. The Board expects to introduce incentives including share options during 2026.

 

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. They include details of the work of those committees:

 

·      The Remuneration Committee Report - pages 17 to 18; and

·      The Finance & Audit Committee Report - pages 19 to 20.

 

The Corporate Governance Report was approved by the Board of Directors on 2 July 2026 and signed on its behalf by:

 

Bob Moore

Executive Chairman and CEO

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF METIR PLC

 

For the year ended 31 December 2025

 

We have audited the financial statements of Metir plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 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 and of the Parent Company's affairs as at 31 December 2025 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 Group and Parent 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.

 

Material uncertainty related to going concern

We draw attention to Note 3 in the financial statements, which describes the principal events and conditions relating to the Group and parent Company's ongoing fundraising target and future trading and cash flow expectations. As stated in note 3, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group and parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

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.

 

In evaluating the Directors' assessment of going concern, we:

·    obtained an understanding through discussions with management of the process in place for assessing going concern;

·    reviewed budgets and forecasts prepared by the Directors and considered the assumptions made for reasonableness and against expectation;

·    considered a range of severe but plausible downside scenarios and reviewed the impact on management's assessment of the Group and parent Company being a going concern; and

·    considered the assessment made by management for a successful targeted future fundraise; and

·    assessed the adequacy and appropriateness of the disclosures in respect of going concern.

 

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

 

Our approach to the audit

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)). We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at 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. As in all our audits we also addressed the risk of management override of internal controls, including evaluating whether there is evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

 

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 risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified in the Key audit matters section below.  We have also set out how we tailored our audit to address these specific areas in order to provide an opinion on the financial statements as a whole, and any comments we make on the results of our procedures should be read in this context.  This is not a complete list of all risks identified by our audit.

 

The Group consists of 3 companies, including the parent company, which are registered in the UK. Based on the nature and size of the companies in the Group, we performed procedures on the entire financial information of Modern Water (U.K.) Limited and Microsaic Systems Trading Limited. These procedures were performed using component performance materiality levels determined for each of them.

 

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.

 

Key audit matter	How the scope of our audit addressed the key audit matter
Revenue recognition The Group's revenue recognition policy is included within the accounting policies in note 1 and the components of revenue are set out in note 5. Under ISA (UK) 240 there is a presumed risk of material misstatement of revenue recognition due to fraud. We have assessed this risk to be in relation to occurrence and cut-off of revenue, and revenue being recognised in the correct period. The Group's revenue is a key performance indicator upon which results will be assessed. We therefore identified improper revenue recognition as one of the most significant risks of material misstatement due to fraud and therefore a key audit matter.	To assess the appropriateness and occurrence and cut-off of revenue recognised in the year we performed the following procedures: ·    discussed the revenue recognition policy with management and performed a walkthrough to confirming our understanding of the revenue recognition process; ·    examined a sample of revenue transactions by reference to underlying contractual terms; ·    examined, on a sample basis, sales invoices, evidence items are available for collection and/or despatched in the period they relate to, and postings for items despatched during the year and around the period end; ·    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.
Valuation of inventory The Group's accounting policy for inventory valuation is included within note 1 and the significant judgements are set out in note 4. The inventory note is included on note 15. As at 31 December 2025, the Group held inventories of £168,000, net of a provision of £18,000. The Group's activities have undergone a continued refocus and consolidation during the year ended 31 December 2025 with the 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 as a key audit matter.	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; ·    reviewed the prior year inventory provision and assessed any write offs in the year to consider the outcome and accuracy of prior year estimates; 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.
Recoverability of an individually material trade receivable The Group has a significant trade receivable balance due from a customer as at the year end, as disclosed in note 16 within receivables owed more than 180 days. The balance is individually material and remained outstanding at the reporting date. The assessment of recoverability requires management to exercise judgement in estimating expected credit losses in accordance with IFRS 9, including consideration of the customer's financial position, payment history, any disputes, and the broader economic and regulatory environment in the relevant jurisdiction. Given the magnitude of the balance and the judgement involved in assessing for expected credit loss allowances in relation to this receivable, we considered this to be a key audit matter.	To assess the recoverability, and therefore valuation of this individual receivable recognised in the year, we performed the following procedures: ·    obtained an understanding of the Group's processes for monitoring receivables and assessing expected credit losses; ·    reviewed the contractual terms underlying the receivable and assessed whether any disputes or variations existed; ·    reviewed post year-end receipts to assess the extent of cash collected after the reporting date; ·    evaluated the ageing profile of the balance and the customer's historical payment behaviour; ·    considered publicly available information and other evidence regarding the financial position of the counterparty; ·    assessed the appropriateness of management's expected credit loss allowance, including assumptions regarding the timing and probability of recovery; and ·    assessed whether the disclosures related to credit risk and receivables were appropriate and adequately described the judgement involved. Key observations The results of our testing were satisfactory, and we consider the disclosures surrounding the recoverability of this individually material trade receivable to be appropriate.
Broker and Investor Warrants The Group's accounting policy for warrants is included within note 1 and the significant judgements are set out in note 4. The warrants note is included on note 25. During the year, the Group issued two sets of broker warrants, and one set of investor warrants. The broker warrants were issued as consideration to the broker for two fundraises in the year, therefore are in scope of IFRS 2 Share-Based Payments. The investor warrants were issued to all members of the fundraise on a one-for-one basis. Given the magnitude of the balance and the estimation involved in assessing the valuation of the warrants, we considered this to be a key audit matter.	To assess the treatment and valuation of broker and investor warrants, we performed the following procedures: ·    obtained an IFRS 2 assessment from management for the broker warrants; ·    reviewed whether the investor warrants satisfied the fixed-for-fixed criterion in accordance with IAS 32; ·    verified the terms of the warrants to the warrant agreements; ·    verified the terms of the warrants to the RNS releases at each fundraise; ·    recalculated the Black-Scholes option fair value for each tranche of warrant; ·    challenged management on their assumptions used with their Black-Scholes valuation; ·    considered the prior period's valuation and treatment of the broker warrants issued in the prior year that have been subject to a prior year adjustment; and ·    assessed whether the disclosures relating to broker and investor warrants were appropriate and adequately described the estimation involved. Key observations The results of our testing were satisfactory, and we consider the disclosures surrounding the broker and investor warrants 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.

 

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

 

	Group financial statements		Parent Company financial statements
	2025	2024	2025	2024
Materiality	£64,000	£96,000	£58,000	£40,000
Basis for determining materiality	5% of loss before tax, 2-year average	5% of loss before tax	5% of loss before tax, 2-year average	5% of loss before tax
Rationale for the benchmark applied	The Group is in a refocussed strategic period and incurring greater expenditure with the intention of transitioning the Group to future profitability. Therefore, a loss before tax benchmark was considered the most appropriate.		The Parent Company does not generate significant sales and incurs significant expenditure as a holding company. Therefore, a loss before tax benchmark was considered the most appropriate.
Performance materiality	£44,800	£67,000	£40,600	£28,000
Basis for determining	70% of Group materiality	70% of Group materiality	70% of Parent Company materiality	70% of Parent Company materiality
Basis for change in materiality benchmark	The loss for the current year has significantly reduced from the prior year. We consider that an average of this 2-year period more appropriately reflects this period of transition of the Group.		Due to certain significant costs in the parent Company, the loss for the current year has significantly increased from the prior year. We consider that an average of this 2-year period more appropriately reflects this level of activity in the parent Company.

 

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the Parent Company whose materiality is set out above, based on a measure relevant to the component itself as a risk of material misstatement of the Group. Component performance materiality ranged from £6,800 to £20,100 (2024: £4,200 to £22,400).

 

Reporting threshold

We agreed with the Board that we would report to them on all individual audit differences in excess of £3,200 (2024: £4,800). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

 

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 16, 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 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 Group and Parent 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:

·    Obtained an understanding of the legal and regulatory requirements applicable to the Group and parent Company, and considered that the most significant are the Companies Act 2006, UK‑adopted international accounting standards, the rules of the Alternative Investment Market, UK taxation legislation, and applicable water‑related and environmental laws and regulations in the jurisdictions in which the Group operates (including the UK, United States, European Union, China and Qatar);

·    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, using a software generated risk based approach, 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 Group and Parent 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 Group and Parent 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 Group and Parent Company and the Group and Parent 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: 7 July 2026