Final Results

10 July 2025

Metir plc

("Metir" or the "Company")

Final Results for the year ended 31 December 2024

Rebrand and reset implemented to support future growth

Metir plc (AIM: MET), the leading global provider of mobile and point-of-use water and environmental testing technology, today announces its audited financial results for the year ended 31 December 2024 ("FY24"). 

The Company's FY24 Annual Report is included at the end of this announcement and is now available on the website at https://www.metirplc.com.

The Company will make a further announcement in due course to confirm the posting of its FY24 Annual Report to shareholders who have requested information in hard copy, along with a Notice of the Company's Annual General Meeting.

Operational highlights

· Successfully raised gross proceeds of £2.1m by way of an equity fundraise in January 2024, enabling the acquisition of the business assets of Modern Water.

· Established new facility in York, with validated lab and production areas; key hires made across production, sales, and technical support.

· Relaunched Modern Water's commercial network and rebuilt the domestic MicroTox® supply chain.

· Launched integrated Tethys Purity® Solution, combining Modern Water's and Microsaic's technologies.

· Deployed 27 Continuous Toxicity Monitors (CTMs) in Qatar, securing a strategic foothold in the Middle East. 

· Appointed Graham Mullis as Strategic Advisor to the Board to assist the Company with its strategy, development and growth plans.

· Initiated partnership with Siemens and CAD-IT to embed AI and machine learning into toxin detection platforms.

· Progressed proprietary PFAS mobile testing technology with Swansea University and a US equipment partner.

Financial summary

· Total revenue reduced by 53% to £0.23m (2023: £0.49m), reflecting time spent establishing a new laboratory, restarting MicroTox® manufacturing, upgrading MicroTox® LX and FX instruments, and rebuilding customer relationships for future growth.

· Operating expenses decreased to £1.72m (2023: £2.88m)

· Operating loss reduced to £1.81m (2023: £2.60m)

· Loss before tax reduced to £1.92m (2023: £2.60m) after providing for:

o  Depreciation and amortisation of £158,000 (2023: £286,000)

· Gross profit of £9,000 (2023: £299,000) reflected the exceptional start-up costs during the business reset in 2024, which are not expected to repeat during 2025.

· Cash and cash equivalents as at 31 December 2024 of £188,000 (2023: £173,000)

Post-period end

· Rebranded to Metir plc from February 2025, reflecting the new strategic vision focused on mobile and point-of-use water and environmental technologies.

· Appointed Dr Christopher Potts as Non-Executive Director in February 2025 to support increased governance and execution of the growth strategy.

· Successfully raised gross proceeds of £850,000 in June 2025, including expected Directors' contribution in July 2025 to scale production and accelerate product commercialisation.

· Launched Sulphate Reducing Bacteria (SRB) kits in June 2025, adding a new revenue stream.

· Advanced MicroTox® LX production and commercial testing of a real-time Pathogen Detector with Aptamer Group plc.

Outlook

· Trading in the first half of the year is running significantly higher than recent prior periods. This is due to;

o  Strong levels of MicroTox® LX instrument sales, in turn supporting a growing level of reagent sales. 

o  The full impact of the current Qatar contract for the initial installation of 27 CTM instruments is being recognised in 2025.

· Metir's strategic focus is clear: grow revenues, improve gross margins, and drive sustainable cash generation.

· The substantial increase in orders and sales seen so far this year demonstrates the success of the Company's strategic reset.

· The proceeds from the Company's June 2025 fundraising are being used to support and pursue large-scale toxic water testing projects, such as the CTM deployment in Qatar, and to begin commercialising newly developed products.

· While challenges remain, Metir is now more stabilised, has a strengthened Board and, with prudent growth-driven investment, the Company is now much better positioned for sustainable growth and to deliver shareholder value.

Bob Moore, Executive Chairman and Chief Executive Officer, Metir plc, commented:

"2024 marked a pivotal year of transformation and renewal for Metir. Through the strategic acquisition of Modern Water, successful equity fundraising and a comprehensive operational reset, the Company streamlined its structure, reduced costs and laid the foundations for growth.

"The integration of our technologies and rebranding to Metir plc has positioned us as a unified business with a clear vision and renewed momentum.

"With a strengthened leadership team, robust sales pipeline and growing international presence, Metir is focused on scaling production, launching innovative technologies and pursuing significant opportunities in the growing global environmental and water testing markets.

"The Board believes Metir is now more stabilised and will deploy capital prudently to enhance infrastructure and bolster sales and marketing efforts, ensuring the Company is well-positioned to capture greater market share, expand its global presence and deliver long-term shareholder value."

- Ends -

About Metir

Metir plc is a leading global provider of mobile and point-of-use water and environmental testing technology. Through its two established divisions, Modern Water and Microsaic Systems, the Company develops and supplies innovative, easy-to-use solutions that deliver rapid, accurate water quality results, helping industries, utilities, and regulators monitor safety and compliance in real time.

With a strong focus on data-driven insight and field-ready design, Metir's technology supports critical decision-making across sectors, including environmental monitoring, public health, and industrial process management.

Headquartered in York, UK, Metir serves worldwide customers and is dedicated to advancing water testing standards through innovative, accessible solutions.

For more information, please visit  https://www.metirplc.com 

Annual Report and Accounts for the year ended 31 December 2024

Chairman and Chief Executive Officer's Statement  

2024 was a year of transformational refocus and the early signs of recovery following a period of significant challenge. In January 2024, Metir plc (then known as Microsaic Systems plc) ("Metir" or "the Company") concluded a pivotal £2.1 million gross equity fundraising and, with shareholder support, acquired the business assets of Modern Water (U.K.) Limited. This transaction acted as a catalyst for a comprehensive reset and stabilisation of the business model of the Company and its subsidiaries ("the Group"). This encompassed a restructuring of the Board and management with a focus on leadership, a commitment to improve corporate governance, the development of multiple revenue streams, and an in-depth review of the Group's finances in response to the challenges in reporting the 2023 results.

The rebranding to Metir plc post year-end in February 2025 reinforces this transformation, reflecting the much wider business capabilities of the Group and its renewed strategic vision to become the leading global provider of mobile and point-of-use water and environmental testing technology. The brand names of Modern Water (U.K.) Limited, including MicroTox® reagents and instruments, and Microsaic Systems' mini mass spectrometer technologies have been maintained and are marketed through Microsaic Systems Trading Limited ("Microsaic") and Modern Water (U.K.) Limited ("Modern Water"), the two wholly owned subsidiary companies of Metir plc.

Operational and Financial Progress

During the period, the Group focused on a lean operating model, reducing the Group's overall cost base, enhancing operational efficiency, and ensuring that resources are directed toward value creation and innovation.

The Group established a new manufacturing facility for MicroTox® reagents in York and recruited key personnel across production, sales, and technical support.

In parallel, the Group rebuilt a domestic supply chain for the manufacture of MicroTox® instruments and consumables and relaunched the Modern Water commercial network. These initiatives generated the first post-acquisition revenues in May 2024.

For the year ended 31 December 2024, the Group's revenue decreased by 53% to £0.23 million (2023: £0.49 million), reflecting the time to restart MicroTox® manufacturing in the new laboratory and the time taken for the electronics upgrade of the newly acquired MicroTox® LX instruments before they could be delivered to customers towards year-end. The period also focused on rebuilding customer relationships to support future growth. However, operating expenses were significantly reduced to £1.72 million (2023: £2.88 million), due to disciplined cost control.

As a result, the Group reported a reduced operating loss of £1.81 million (2023: £2.60 million). The loss before tax amounted to £1.92 million (2023: £2.60 million), after no share-based payment charges (2023: £21,000), and depreciation and amortisation of £158,000 (2023: £286,000). The Group's gross loss during the period of £125,000 (2023: £299,000 gross profit) reflected the exceptional start-up costs during the business reset in 2024, which are not expected to repeat during 2025. The Group ended the year with cash and cash equivalents of £188,000 (2023: £173,000), reflecting strong and prudent cash management.

Post period end, in June 2025, the Group successfully raised £780,000 gross through a placing, with an intended Director subscription in July 2025 following publication of this Annual Report. These funds will be used to accelerate growth, including increased production, new product development, and the pursuit of some larger projects, similar to the flagship one in Doha, Qatar, giving the city 24/7 fast response monitoring of any toxins in their potable water.

Integration and Innovation

During the year, the Group made strong progress integrating the businesses and advancing initiatives to scale production, enhance technological capabilities, and support future growth.

With the addition of Modern Water's toxin detection portfolio and the complementary capabilities of Microsaic's miniaturised mass spectrometry, Metir plc now offers a unique, integrated solution for real-time detection and detailed analysis of environmental pollutants. This integrated system is now marketed under the Tethys Purity® Solution.

Significant momentum was achieved in product deployment and international market expansion. In December 2024, the Group began production and shipping of the redesigned MicroTox® LX instrument. A key achievement during the year was also the successful installation of 27 Continuous Toxicity Monitors (CTMs) in Doha, Qatar (albeit with full testing and commissioning deferred to 2025), with the potential for further orders in 2025. This establishes a solid and strategic foothold in the Middle East and positions Metir plc to support 'smart cities' that require 24/7 screening of water purity with early warning monitoring, enabling fast shutdown if toxins are detected.

On the technology front, strategic partnerships with Siemens and CAD-IT have been initiated to integrate machine learning and AI capabilities across the product range. Enhancements to the CTM machines started in 2024, which will result in advanced software being incorporated into the CTMs and potentially all of Modern Water's other toxin detection instruments. This will enable centralised data aggregation into a single dashboard with AI-driven analysis of recorded data.

Funds raised post year-end in June 2025 are being deployed to scale production of MicroTox® LX and FX instruments and accelerate revenues and the commercial testing of a new prototype real-time, constant monitoring Pathogen Detector, being developed in collaboration with Aptamer Group plc. 

The Board believes one of the most significant future opportunities for Metir plc is in the growing market for PFAS (forever chemicals) testing, and therefore, additional investments are being made in Metir plc's unique and proprietary PFAS testing platform. Recent research shows PFAS, including traces of trifluoroacetic acid (TFA), are widespread in the environment and may pose long-term health risks, prompting growing calls for regulation.

Further to the laboratory work already completed at Swansea University, Metir plc's PFAS platform has been trialled for mobile in-field testing on a river in Wales with successful results. Using these results and with the assistance of Swansea University, the Group is co-operating with a US specialist equipment company to provide compatible technology that will help optimise our PFAS detector. The objective is for Metir plc to complete the optimisation work with strategic partnerships and financing to become the world's leading supplier of mobile PFAS detection equipment. 

Post year-end, the delivery of proprietary Sulphate Reducing Bacteria (SRB) kits began in June 2025, with an increasing order book, which is an additional revenue stream for Modern Water, being introduced in Q3 2025.

The funds raised will also be used to support major potable water monitoring bids, alongside unlocking Innovate UK and other grant funding opportunities.

The Group's commitment to operational excellence and quality was further underscored by a successful ISO9001 audit and implementation of a robust Quality Management System across the business.

Leadership and Governance

The leadership team and Board were further strengthened in 2024 by the appointment of Graham Mullis as Strategic Advisor. Graham brings a wealth of industry experience in scaling life sciences and environmental businesses internationally and will support the Board in developing and executing its growth strategy.

Following the year-end, on 6 February 2025, Dr Christopher ("Chris") Potts joined the Board of Metir plc as an Independent Non-Executive Director. Chris brings over 20 years of senior executive and chair experience in international technology businesses.

The new Board remains committed to strong levels of governance and control.

Outlook

Looking ahead to the second half of 2025 and beyond, Metir plc's strategic focus is clear: grow revenues, improve gross margins, and drive sustainable cash generation. The substantial increase in orders and sales seen so far this year demonstrates the success of the Group's strategic reset, stabilisation and transformation in 2024, including the merger of Microsaic and Modern Water's technologies, and the reduction of Group operating overheads.

Encouraging trading performance from Modern Water, a robust sales pipeline, and growing customer engagement provide increasing confidence in the business outlook. The Board looks forward to updating shareholders on initial revenues for the first half of 2025 by the end of July 2025.

With a broad suite of proprietary instruments, testing kits, and reagents, Metir plc is well-positioned to capitalise on the rising global demand for water quality monitoring systems and particularly the increasing need for PFAS (forever chemicals) detection to the regulatory required micro levels that can only be measured accurately using mass spectrometry techniques.

The proceeds from the Group's 2025 fundraising are being used to support and pursue large-scale toxic water testing projects, such as the CTM deployment in Qatar, and to begin commercialising newly developed products.

While challenges remain, particularly around scaling operations and growing international market share, Metir plc is now more stabilised, supported by a strengthened Board. The Group will deploy capital prudently to enhance infrastructure and bolster sales and increase marketing efforts, to ensure Metir plc is well-positioned to capture greater market share, expand its global presence, and deliver long-term shareholder value.

We would particularly like to thank the operations team for their commitment and resilience through a year of intense change, and the Group is grateful to its shareholders, both existing and new, for their ongoing support.

Bob MooreChairman and Chief Executive OfficerMetir plc10 July 2025

STRATEGIC REPORT

For the year ended 31 December 2024

Stakeholder Engagement

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

Metir plc's key stakeholders are our employees, shareholders, partners (including distributors, OEMs and collaborators on new products), and our key suppliers, such as our manufacturing contractors and key R&D subcontractors. By working with all stakeholder groups, the Group can unlock the potential of the business and maximise the value created. The key principles and values adopted by the Group are detailed under Principle 8 of the QCA Corporate Governance Code (2018).

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

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

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

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

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

During the year under review, major restructuring changes were made to address the more commercial focus of the business model. These changes were made with full consultation with team members. We ensured that supportive HR systems were in place and decisions on new personnel were made in collaboration with the team and an appropriate consultation process. Although most employees left the Group at the end of 2023, the process enabled our commitments to them to be met, which would not have been possible without the restructuring and refinancing of the business.

c) the need to foster the company's business relationships with suppliers, customers and others - customer satisfaction and trust are critical for our success. By providing a high-quality product, solution or service to meet those demands, we increase customer satisfaction. Over a 22-year period, this has allowed us to build trust within the community we operate in and with our customers showing our commitment to quality and continuous improvement. This includes our ongoing commitment to ensure that our suppliers continued to be paid on time.

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

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

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

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

e) the desirability of the company maintaining a reputation for high standards of business conduct - the Group acted in a professional manner during 2024, liaising with key stakeholders and followed the principles and values of the Group as outlined on pages 20 to 28 of the Corporate Governance Report.

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

Performance Measurement

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

The Group's revenue declined in 2024 due to reduction in sales by the Microsaic business whilst resources were constrained and focused on the resumption of production of Modern Water equipment and reagents.

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

The Group's profitability is monitored against budget monthly. Revenue decreased year on year while other operating expenses were drastically reduced despite the merger of the Microsaic and Modern Water businesses. The Group monitors its cash position closely, and forecasts are updated on a regular basis.

Non-financial key performance indicators measure a number of key areas, including commercial and operational targets, such as number of sales orders, unit production, new products transferred to manufacturing, number of collaborations, agreements signed with new customers and quality measures from the Group's ISO 9001:2015 system. Given the significant change in business model throughout 2023 and 2024, direct analysis has not been possible, but these metrics are being monitored going forward.

Income and Expenditure

Total revenue of £232k decreased 53% compared to the prior year (2023: £492k).

There was a gross loss of £125k in 2024 (gross profit in 2023: £299k) which reflects the exceptional start-up and remedial costs during the business reset in 2024 which are not expected to be repeated during 2025.

Total operating expenses (excluding share-based payments and impairment) of £1,590k (2023: £2,876k), decreased by £1,286k driven by the substantial increase in operational efficiencies and a significantly reduced cost base. 

There were no share-based payments in 2024 to leave a zero balance on the share-based payment reserve.

Finance income of £25k increased compared with the prior year (2023: £13k). The R&D tax credit claim for 2022 was successfully received in full during the second half of 2024 amounting to £262k. The R&D tax claim for 2023 was successfully received in the first half of 2025.

The total comprehensive loss for the year of £1,809k was a considerable 30% reduction to the prior year (2023: £2,597k). There was a decline in gross profits in 2024 but a significant reduction in other operating expenses of £1,152k gave rise to substantially lower losses than in 2023. The basic loss per share was 1.05 pence versus 0.041 pence per share in 2023.

Balance Sheet

Total non-current assets increased £44k to £210k (2023: £166k). This was principally due to the acquisition of the Modern Water business. Current assets at £1,189k were up £642k (2023: £547k). The increase was mainly due to an increase in receivables from Avanceon (the revenue that will be recognised in 2025) and Modern Water inventories. Total assets at £1,399k at year end were £686k higher than the prior year (2023: £713k). Total equity at £183k was £39k more than the prior year (2023: £144k), reflecting the net funds raised in the financing of £1,850k less the loss for the year. Total liabilities of £1,216k were £646k higher than in the prior year (2023: £570k), mainly due to the increase in payables resulting from the acquisition and restart of the Modern Water business.

Cash Flow

Net cash used in operating activities in 2024 of £1,656k was higher than the previous year (2023: £1,058k) due to the trading increase in receivables and other current assets.

There was a net cash outflow due to mainly investing in tangible and intangible assets of £175k (2023: net cash inflow £48k). 

Net cash generated by financing activities in 2024 were £1,845k. This is mainly due to the fundraising in January 2024. In 2023, net cash used in financing was £59k due to no major funding initiatives during 2023. 

The net increase in cash for the year of £15k (2023 net decrease: £1,069k) resulted in a cash balance as at 31 December 2024 of £188k (2023: £173k).

Bob Moore

Executive Chairman

DIRECTORS' REPORT

The Directors present their report for the year ended 31 December 2024.

Principal Activity, Business Review and Business Risks

Until January 2024 the principal activity of the Company (which at that time was the sole constituent of the Group) was the commercialisation and development of miniaturised micro-engineering equipment, originally for mass spectrometry instruments. Now post-acquisition of the Modern Water business the Group is now principally focussed on monitoring water for toxins and pathogens by integrating the wider equipment portfolio together with manufacture of specialised Microtox® reagent consumables. A review of the business is contained within the Chairman and Chief Executive Officer's Statement.

Going Concern

The Company and its subsidiaries (the Group) is loss making and has raised funds in the past by issuing equity in discrete tranches. The most recent fundraises were completed on January 2024 and June 2025 where the Group raised £2.1m and £680,000 respectively before expenses from new and existing shareholders. 

For the year to 31 December 2024 the Group recorded a loss of £1,809k (2023: £2,597k). At 31 December 2024, the Group held total assets of £1,399k (2023: £713k) and cash balances totalling £188k (2023: £173k).

Following the January 2024 fundraise the directors restructured the business to reduce the cost base and utilised £0.1m of the fundraise to purchase the trade and assets of the Modern Water business. They also focused on optimising Microsaic's Mass spectrometer technology for PFAS detection purposes. Furthermore investment was targeted to restart production and sale of reagents and instruments for Modern Water.  

In assessing the ability of the Group and parent Company to continue as a Going Concern, the directors have reviewed sales projections and cashflow forecasts to 30 September 2026 alongside a thorough review of the Group and parent Company's reserves and working capital requirements from the date of approval of the financial statements. The directors have also reviewed downside sensitivities in the cash flow forecast including adverse effects on sales margins and volumes throughout the product mix.  The sensitives run include reduction in product margin, reduction in unit product sales and an increase in product base costs.

If performance deviates materially from the scenarios considered above, there are several actions that the Group could undertake to mitigate the liquidity and profit impact. These include:

· Cost savings initiatives with a focus on areas of discretionary spend such as marketing, travel and certain professional fees. These cost savings are included within the existing forecasts

· Reduction in longer term stock purchases to reflect the lower sales projections

· Reduction in project, IT and CAPEX spend including external contractor costs, which for a short period of time would not adversely impact our sales and customer proposition

Going concern assessment

Having considered the forecasts noted above, the mitigating actions available to management, recent trading performance and having regard to the macroeconomic risks and uncertainties to which the Group is exposed, the Directors have a reasonable expectation that the Group and parent Company has adequate resources to continue operating for the foreseeable future and to operate for a period of at least 12 months from the date of the approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Results and Dividends

The results for the Group are given in the statement of comprehensive income set out on page 37. The Group is currently making losses and has retained losses which have to be recovered before it can pay a dividend. Therefore, the Directors do not recommend the payment of a dividend (2023: £nil).

Business Development and Sales

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

Research and Development ("R&D")

R&D is important for the Group's success. The cost of the R&D work carried out in the financial year ending 2024 and 2023 were £31k and £87k respectively. The Group conducts periodic reviews of its patent portfolio to align it with current business strategy. After the most recent review in 2023, the active patent portfolio is 9 main patents registered in 61 countries.

Directors

Between 1 January 2024 and 31 December 2024, the following Directors held office:

Dr Nigel Burton, Non-Executive Director (Age 67)

Bob Moore, Executive Chairman and CEO (Age 67)

Directors' interests

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

 1 Resigned 25 September 2023. The 2024 figure includes 80,000 (2023: 50,000,000) shares by a person closely associated with Gerard Brandon.

The above table highlights the historic director's shareholding interests in the Company at 31 December 2023 and prior years. In January 2024 all of the Company's 6,361 million ordinary shares were subjected to a 625:1 consolidation to result in 10.2 million shares in total and 10.2 million deferred shares issued in order to maintain the nominal value of equity, with such deferred shares holding almost no rights. A capital raise then took place with the issuance of 169 million additional ordinary shares for a net cash consideration after costs of £1.8million. The resulting number of ordinary shares in the Company after these events in January 2024 was 178 million. 

Directors and significant shareholdings

Employees

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

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

Company share ownership plans

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

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

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

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

· Performance and time-based vesting conditions as appropriate.

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

No options were awarded in 2024. As a result of the restructuring programme during Q4 2023, the Company had no remaining employees with share options at 31 December 2023 and hence no share options were in existence at this date. 

Management of risk

The management of operational risk is covered in the Corporate Governance Report while financial risk is detailed under note 26 Financial Instruments.

Health and safety and the environment

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

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

Quality management system

The Group's mission is to deliver miniaturised micro-electronic equipment and Internet of Things designed to analyse data, using AI analytical services, demanded by clients that include, but are not exclusively related to miniaturised micro-electronic instruments that provide innovative compact detection with high quality and reliability.

The Group's quality policy applies to the development, marketing and support of our products. In all its activities the Group is strongly focused on commitment to the requirements of its customers including:

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

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

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

The Group's Quality Management System is based on ISO 9001:2015. This standard puts considerable emphasis on risk management and management involvement within the quality management system.

Directors' indemnity and insurance

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

Related party transactions

The interests of the Directors are shown in the Directors' Report while their remuneration is detailed in the Directors' Remuneration Report. Other related party transactions involving the Directors during the 2024 financial year are included in note 28.

Directors' responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report, and the financial statements in accordance with applicable law and regulations.

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

In preparing the financial statements the Directors are required to:

⦁ Select suitable accounting policies and then apply them consistently;

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

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

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

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

Statement of disclosure to auditors

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

Auditors

James Cowper Kreston Audit were appointed statutory auditor on 6 February 2025, replacing Saffreys LLP. James Cowper Kreston Audit have expressed its willingness to remain in office as auditor of the Group and a resolution for its reappointment will be proposed at the forthcoming Annual General Meeting.

Future developments

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

Events after the Reporting Date 

On 15 June 2025, the Company announced a successful placing of £680,000 gross via the issuance of 120,000,000 new shares at 0.65p per share, and the intended participation of £70,000 by two Directors of the Company to be confirmed shortly after the publication of this Annual Report. In addition to these shares a total of 24,000,000 Broker Warrants exercisable at the placing price for 5 years were issued.

This Directors' Report was approved by the Board of Directors on 10 July 2025 and signed on its behalf by:

Bob Moore

Executive Chairman

Company number 03568010

REMUNERATION COMMITTEE REPORT

For the year ended 31 December 2024

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

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

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

Remuneration policy

The remuneration policy for Executive Directors, determination of their individual remuneration packages and their performance appraisals have been delegated to the Board's Remuneration Committee.

Remuneration of the Executive Directors

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

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

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

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

· Need to ensure Executive Directors' commitment to the continued success of the Company by means of incentive schemes; and

· Need for the remuneration awarded to reflect performance.

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

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

The Chairman of the Remuneration Committee discusses the remuneration of the Non-Executive Directors with the Executive Directors. The remuneration is then discussed and agreed by the Board (excluding Directors with a conflict of interest) following recommendation by the Remuneration Committee, having a view to rates paid in comparable organisations. All Directors received fixed fees with no other remuneration, options, warrants or other incentives in the year and continue to do so. The Non-Executive Directors do not receive any pension, bonus or other benefits from the Group.

Share options and shares

There were no new share options granted to the Directors during 2024.

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

Directors' notice periods

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

Directors' emoluments

Directors' remuneration in 2024 is detailed below.

1 Resigned as a Director on 25 September 2023.

2 A company named Swiftpipe Ltd, controlled by a common director invoiced fees of £30K in relation to director fees. Amount outstanding as at 31 December 2024 were £9,000 (2023: £6,000).

Directors' share options

There were no Share options or warrants over the Company's ordinary shares held by the Directors at the year-end.

The Directors' Remuneration Report was approved by the Board of Directors on 30th June 2025 and signed on its behalf by:

Dr Nigel Burton

Chairman of the Remuneration Committee

FINANCE & AUDIT COMMITTEE REPORT

For the year ended 31 December 2024

Introduction

Dr Nigel Burton chairs the Finance & Audit Committee ("the Committee") which includes Bob Moore. Given the current size and complexity of the Group, the Board considers that the size and composition of the Committee is appropriate. Following the year-end Dr Chris Potts joined the Committee.

This report details how the Committee has met its responsibilities under its terms of reference. The Committee is a sub-committee of the Board. As Non-Executive Directors, the members of the Committee are, together with the Board as a whole, responsible for the integrity and probity of the Group. The work of the Committee is aimed at supporting the creation of long-term value for shareholders.

The Committee continues to act as an oversight sub-committee of the Board, considering and challenging but not itself performing the relevant processes. The ultimate responsibility for reviewing and approving the Annual Report and Accounts and interim financial statements remains with the Board.

The Committee does not believe there is a requirement for an internal audit function due to the Group's size and level of complexity.

Role and Responsibilities

The Board has established a Finance & Audit Committee to monitor the integrity of the Group's financial statements and the effectiveness of the Group's internal financial controls. The Committee's role and responsibilities are set out in the terms of reference which are available from the Group's website. The terms of reference are reviewed regularly and amended where appropriate. During the year, the Committee worked with management and the external auditors in fulfilling these responsibilities.

The Committee report deals with the key areas in which it plays an active role and has responsibility. These areas are as follows:

i. Financial reporting and related primary areas of judgement;

ii. The external audit process;

iii. Risk management and internal controls; and

iv. Whistleblowing procedures.

The members of the Finance & Audit Committee are Dr Nigel Burton and Bob Moore. The Board considers that the Committee has an appropriate and experienced blend of commercial, financial and industry expertise to enable it to fulfil its duties.

Financial Reporting and External Audit Process

The Chairman of the Committee participated in the Audit Planning meeting held in March 2025 with the external auditors to plan the financial audit, discussed potential key audit matters and along with the Committee reviewed the Audit Planning Memorandum.

The Board as a whole reviewed the going concern paper prepared by management, including detailed financial forecasts for the period 2025 to 2026, related assumptions, risks and opportunities, sensitivities, and areas for mitigation. The outcome of the Board's discussions on going concern is explained in more detail in note 3.

The Committee has satisfied itself that the 2024 Annual Report and Group Accounts have been prepared in accordance with UK adopted international accounting standards, and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international accounting standards and provide the information necessary for shareholders to assess the Group's performance, business model and strategy.

Risk Management and Internal Controls

The Board considered as part of its review of risks those risks detailed in the Corporate Governance Report including mitigating actions. At the date of this report, the Group continues to be a going concern. As announced on 3 November 2023 and explained above, the Company implemented a significant cost reduction exercise and in January 2024 raised £1.8m in funds to provide additional working capital, including to remain on AIM, and following the 2024 year end raised £0.78m before expenses in June 2025.

Another key responsibility of the Committee is to review the Group's internal control systems, including internal financial controls. An independent and qualified chartered accountant was contracted to review and update the Group's Financial Procedures Manual to ensure it was in line with current practice. There were no reported instances of fraud during the year.

The Group's Auditors is encouraged to raise comments on internal control in their management letter following the annual audit. The points raised and actions arising are monitored through to completion by the Finance & Audit Committee.

Whistleblowing

The Committee had no whistleblowing incidents reported during 2024 (2023: nil). Dr Nigel Burton was appointed Primary Designated Officer during 2023.

Committee Meetings

The Committee met twice in the year. Both meetings related to the Annual Report and Accounts which the then external auditors attended.

Auditors Fees and Non-Audit Services

The Committee reviewed and agreed to the proposed audit fee of £40k (2023: £62k).

Auditor Independence

The Committee satisfied itself on the auditor's independence. The previous auditor, Saffery LLP, had completed 5 years of audits, it was therefore considered a suitable opportunity to appoint a new auditor, which the Group and Directors have no previous relationship with, James Cowper Kreston Audit were appointed in February 2025. No non-audit services have been provided in the current financial year.

The Report of the Finance & Audit Committee was approved by the Board of Directors on 30 June 2025 and signed on its behalf by:

Dr Nigel Burton

Chairman of the Finance & Audit Committee

CORPORATE GOVERNANCE REPORT

For the year ended 31 December 2024

Board composition

Bob Moore was appointed as Executive Chairman on 25 September 2023 and served in this role throughout the year. Dr Nigel Burton continued as a Non-Executive Director and Senior Independent Non-Executive Director throughout the year. Following the year end, Dr Chris Potts was appointed as a Non-Executive Director on 6 February 2025. Their biographies are detailed under Principle 6 in this Report.

Board Committees

The Finance & Audit and Remuneration Committees are chaired by Dr Nigel Burton, and Bob Moore is a member of both committees.

Chairman's Corporate Governance Statement

The full corporate governance statement is published and maintained up to date on the Group's website at https://www.metirplc.com/investors/#corporate-governance. 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:

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.

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

The notes form part of these financial statements. 

CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION 

As at 31 December 2024

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

The notes form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2024

The notes form part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS 

For the year ended 31 December 2024 

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 31st December 2023 and 31st 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.

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: 

The analysis of revenue by product or service was as follows: 

6. Expenses by nature 

7. Auditor's remuneration

8. Finance income and finance costs

9. Tax on loss on ordinary activities 

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 

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.

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: 

Year ended 31 December 2023: 

13.  Metir plc Investments in Subsidiary Undertakings

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: