Metric Group Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 03360919 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Metric Group Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

Y Shi

Hao Huang

SECRETARY:

S P Woods

REGISTERED OFFICE:

Metric House

Westmead Drive

Westmead Industrial Estate

Swindon

Wiltshire

SN5 7AD

REGISTERED NUMBER:

03360919 (England and Wales)

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The 2024 trading year remained challenging, shaped by ongoing constraints in UK public sector capital spending and heightened competition in core markets. Revenue increased slightly to £11,677k (2023: £11,605k), primarily driven by continued demand for machine upgrades ahead of the national 2G/3G network decommissioning. While hardware sales in the UK remained subdued as local authorities continued to defer estate renewals, the Group proactively shifted its focus to upgrading existing machines. As a result, time-and-materials work remained stable, supporting the overall revenue growth.

Recurring contracted revenues-principally from software, payment services, and maintenance contracts-continued to perform well, accounting for 45% of total turnover, consistent with prior year. This reflects the ongoing strategic shift toward more predictable and resilient income streams. Encouragingly, the Group's US subsidiary, Metric Group Inc., posted a £123k profit (2023: £49k), the result of sustained operational focus and stronger commercial traction.

Gross margin declined to 38% (2023: 40%), impacted by margin pressure in the UK and one-off costs incurred as part of relocating certain manufacturing activities to the holding company. However, this transition is expected to yield long-term benefits in cost efficiency, responsiveness, and competitiveness.

Headcount was reduced from 115 to 98 FTEs during the year, reflecting both the streamlining of manufacturing operations and a broader organisational restructure to align skills with future growth areas. These changes, along with other operational improvements, reduced total staff costs to £3,989k (2023: £4,613k).

R&D investment remained a key priority, with £584k capitalised during the year (2023: £452k expensed). The Group continues to develop its portfolio of smart parking systems, ensuring a strong pipeline of innovations for 2025 and beyond.

While overall operating performance showed signs of recovery, the Group's financial position remained constrained by structural liabilities. A dilapidations provision of £654k was maintained, and the defined benefit pension liability stood at £5,296k. These items contributed to net liabilities of £15,933k (2023: £14,421k). The Group continues to rely on support from its ultimate parent, Dutech Holdings Limited, which has confirmed its intention to provide ongoing financial assistance.

International business development remained active across the Middle East, Asia, and Australasia, with smart transportation solutions seeing increased interest. In addition, the Group broadened its security product distribution in partnership with the Dutech group, including expansion into digital channels.

The Group's pipeline and order book remain robust, both in the UK and internationally, with growth opportunities across hardware, services, and digital platforms. Core activities continue to centre on the design, manufacture, supply, and support of equipment and software for parking and transport environments. Increasingly, these are enhanced by cloud, data analytics, and AI-driven systems designed to support connected cities and sustainable mobility strategies.

The Group remains focused on cash flow management and operational resilience. Supply chain and production processes were reviewed during the year to ensure continued ability to meet customer demand while preserving working capital.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk continues to be rapid technological change in the parking and transport sectors. The Group addresses this through continued investment in R&D and a robust after-sales support infrastructure.

Other key risks include:

-

Financial liabilities: The defined benefit pension deficit place pressure on the balance sheet. Relianceon
group funding remains a key consideration.

-

Competitive markets: Ongoing margin compression in the UK, alongside international expansion risks,such
as regulatory barriers and market entry challenges.

-

Economic conditions: Inflationary pressures on costs and cautious public-sector investment trendscontinue
to affect the UK market.

FINANCIAL KEY PERFORMANCE INDICATORS

2024

2023

2022

2021

£

Revenue

11,677

11,605

11,631

8,764

Gross profit

4,383

4,624

3,634

3,573

Gross profit %

38%

40%

31%

41%

EBITDA (excluding exceptional expenses)

(657

)

(635

)

(255

)

220

Net assets (excluding pension liability and group
loans)

(501

)

(603

)

361

968

Net liabilities

(15,933

)

(14,421

)

(11,199

)

(11,031

)

GOING CONCERN

The directors have considered the Group's current position, forecast cash flows, and support from Dutech Holdings Limited. Based on this assessment, the financial statements have been prepared on a going concern basis

ON BEHALF OF THE BOARD:

Hao Huang - Director

9 July 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The group's focus is to identify and realise innovation opportunities for its parking and ticketing solutions.

DIRECTORS

Y Shi has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

T Yu - resigned 3 May 2024

C Li - appointed 3 May 2024

Hao Huang was appointed as a director after 31 December 2024 but prior to the date of this report.

C Li ceased to be a director after 31 December 2024 but prior to the date of this report.

FINANCIAL INSTRUMENTS

The group's operations expose it to a variety of financial risks that include credit risk, liquidity risk, interest rate risk and foreign exchange risk. The company has specific policies and procedures to manage those risks that are set by the Board and implemented by the finance department.

Credit risk

The group has policies to ensure that appropriate credit checks are undertaken on all new potential customers. Periodic reviews of credit terms are undertaken depending on changes in trading relationships and other relevant information.

Interest rate risk

The group has an invoice discounting facility and intergroup borrowings that attract a variable interest rate. The group is therefore exposed to changes in market interest rates.

Liquidity risk

The group is cash generative and benefits from a loan facility provided by its ultimate parent company.

Foreign exchange risk

The group purchases some goods in foreign currency and has intercompany loan balances denominated in foreign currencies and therefore is expose to foreign exchange risk.

ENVIRONMENTAL MATTERS

The group will seek to minimise adverse impacts on the environmental from its activities, whilst continuing to address health, safety and economic issues. The group has complied with all applicable legislation and regulations.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company and the group and of the profit or loss of the group for that period. In preparing these 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Hao Huang - Director

9 July 2025

Opinion

We have audited the financial statements of Metric Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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, 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.

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 and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 our 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 Statement of Directors' Responsibilities set out on page four, 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 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 the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Group. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

-

Discussions with management, including consideration of known or suspected instances of non-compliance with
laws and regulations and fraud;

-

Understanding of management’s internal controls designed to prevent and detect irregularities, and fraud;

-

Reviewing the Group’s legal costs to check for non-compliance with laws and regulations and fraud;

-

Reviewing Board of Directors minutes;

-

Review of tax compliance with the involvement of our tax specialists in the audit;

-

Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of
expenses;

-

Reviewing assumptions and judgements made by management in its significant accounting estimates:

-

Testing transactions entered into outside of the normal course of the Group’s business; and

-

Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals
with round numbers.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

David Iain Black (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Statutory Auditors

Hermes House

Fire Fly Avenue

Swindon

Wiltshire

SN2 2GA

10 July 2025

TURNOVER

4

11,677

11,605

Cost of sales

7,294

6,981

GROSS PROFIT

4,383

4,624

Distribution costs

612

1,381

Administrative expenses

5,529

5,537

6,141

6,918

(1,758

)

(2,294

)

Other operating income

5

137

141

OPERATING LOSS

7

(1,621

)

(2,153

)

Interest receivable and similar income

9

10

(1,611

)

(2,143

)

Interest payable and similar expenses

10

266

344

Other finance costs

24

270

279

536

623

LOSS BEFORE TAXATION

(2,147

)

(2,766

)

Tax on loss

11

-

32

LOSS FOR THE FINANCIAL YEAR

(2,147

)

(2,798

)

Loss attributable to:

Owners of the parent

(2,147

)

(2,798

)

LOSS FOR THE YEAR

(2,147

)

(2,798

)

OTHER COMPREHENSIVE INCOME

Actuarial gain/(loss) on pension scheme

636

(321

)

Income tax relating to other comprehensive
income

-

OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

636

(321

)

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(1,511

)

(3,119

)

Total comprehensive income attributable to:

Owners of the parent

(1,511

)

(3,119

)

FIXED ASSETS

Intangible assets

13

1,173

1,450

Tangible assets

14

170

223

Investments

15

-

1,343

1,673

CURRENT ASSETS

Stocks

16

5,884

4,284

Debtors

17

2,549

2,081

Cash in hand

14

15

8,447

6,380

CREDITORS

Amounts falling due within one year

18

19,773

15,773

NET CURRENT LIABILITIES

(11,326

)

(9,393

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(9,983

)

(7,720

)

PROVISIONS FOR LIABILITIES

23

(654

)

(654

)

PENSION LIABILITY

26

(5,296

)

(6,047

)

NET LIABILITIES

(15,933

)

(14,421

)

CAPITAL AND RESERVES

Called up share capital

24

1

Share premium

25

1,046

Capital redemption reserve

25

10

Foreign exchange reserve

25

(327

)

(326

)

Retained earnings

25

(16,663

)

(15,152

)

SHAREHOLDERS' FUNDS

(15,933

)

(14,421

)

The financial statements were approved by the Board of Directors and authorised for issue on 9 July 2025 and were signed on its behalf by:

Hao Huang - Director

TOTAL ASSETS LESS CURRENT
LIABILITIES

-

CREDITORS

Amounts falling due after more than one
year

19

10,401

NET LIABILITIES

(10,401

)

(10,401

)

CAPITAL AND RESERVES

Called up share capital

24

1

Share premium

25

1,046

Capital redemption reserve

25

11

Retained earnings

25

(11,459

)

(11,459

)

SHAREHOLDERS' FUNDS

(10,401

)

(10,401

)

Company's profit for the financial year

-

The financial statements were approved by the Board of Directors and authorised for issue on 9 July 2025 and were signed on its behalf by:

Hao Huang - Director

Called up

share

Retained

Share

capital

earnings

premium

£'000

Balance at 1 January 2023

1

(12,033

)

1,046

Changes in equity

Total comprehensive income

-

(3,119

)

-

Balance at 31 December 2023

1

(15,152

)

1,046

Changes in equity

Total comprehensive income

-

(1,511

)

-

Balance at 31 December 2024

1

(16,663

)

1,046

Capital

Foreign

redemption

exchange

Total

reserve

equity

£'000

Balance at 1 January 2023

10

(223

)

(11,199

)

Changes in equity

Foreign exchange movement

-

(103

)

(103

)

Total comprehensive income

-

(3,119

)

Balance at 31 December 2023

10

(326

)

(14,421

)

Changes in equity

Foreign exchange movement

-

(1

)

(1

)

Total comprehensive income

-

(1,511

)

Balance at 31 December 2024

10

(327

)

(15,933

)

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£'000

Balance at 1 January 2023

1

(11,459

)

1,046

11

(10,401

)

Changes in equity

Balance at 31 December 2023

1

(11,459

)

1,046

11

(10,401

)

Changes in equity

Balance at 31 December 2024

1

(11,459

)

1,046

11

(10,401

)

Cash flows from operating activities

Cash generated from operations

1

(159

)

(216

)

Taxation refund

-

101

Net cash from operating activities

(159

)

(115

)

Cash flows from investing activities

Purchase of intangible fixed assets

(610

)

(842

)

Purchase of tangible fixed assets

(24

)

(91

)

Interest received

10

Net cash from investing activities

(624

)

(923

)

Cash flows from financing activities

New loans from group companies

1,159

1,452

Interest paid

(536

)

(623

)

Net cash from financing activities

623

829

Decrease in cash and cash equivalents

(160

)

(209

)

Cash and cash equivalents at beginning
of year

2

(471

)

(262

)

Cash and cash equivalents at end of year

2

(633

)

(471

)

1.	RECONCILIATION OF LOSS FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2024

2023

£'000

Loss for the financial year

(2,147

)

(2,798

)

Depreciation charges

964

844

Increase in provisions

-

654

Increase in net pension liability

(751

)

142

Net fair value (gains)/losses recognised

636

(321

)

Foreign exchange

(1

)

(103

)

Finance costs

536

623

Finance income

(10

)

(10

)

Taxation

-

32

(773

)

(937

)

Increase in stocks

(1,600

)

(601

)

(Increase)/decrease in trade and other debtors

(787

)

92

Increase in trade and other creditors

3,001

1,230

Cash generated from operations

(159

)

(216

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£'000

Cash and cash equivalents

14

15

Bank overdrafts

(647

)

(486

)

(633

)

(471

)

Year ended 31 December 2023

31.12.23

1.1.23

£'000

Cash and cash equivalents

15

14

Bank overdrafts

(486

)

(276

)

(471

)

(262

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£'000

Net cash

Cash at bank and in hand

15

(1

)

14

Bank overdrafts

(486

)

(161

)

(647

)

(471

)

(162

)

(633

)

Debt

Debts falling due within 1 year

(2,540

)

-

(2,540

)

(2,540

)

-

(2,540

)

Total

(3,011

)

(162

)

(3,173

)

1.	STATUTORY INFORMATION

Metric Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The principal activity of the company is the design, manufacture, supply and serve of ticket issuing, ticket validating, fare collection, barrier entry, paper handling and coin counting/sorting machines and related components/equipment. The company also designs and supplies computer software and access control equipment.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies. Please see note 3 for details of these.

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ('the Group') as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen note to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102 being 1 January 2015.

Going concern

The Group's business activities, together with the factors likely to affect its future development and position, are set out in the business review section of the Strategic Report.

The financial statements have been prepared on a going concern basis, as the company's ultimate parent company, Dutech Holdings Limited, has agreed to support the company. The directors have also considered the impact of the current economic environment, the directors have reviewed future cash forecasts and profit projections and believe that the company will be able to trade as a going concern as the company has adequate resources to continue in operational existence for the foreseeable future. At present it is uncertain how long the uncertain economic conditions and its impacts will last but the directors have a reasonable expectation that Dutech Holdings Limited has adequate resources to continue in operational existence for the foreseeable future.

As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no uncertainty that this support will continue although, at the date of approval of these financial statements

Turnover

The Group recognises revenue when a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation i transferred to the customers, at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Unless otherwise mentioned, the Group concludes that it is acting as a principal in the provision of goods or services in its contracts with customers.

Turnover from the sale of goods is recognises when goods are delivered and legal title is passes. The Group does not engage in contracts whose performance obligations are satisfied over time.

Service revenue in relation to maintenance contracts is recognised over time for the period the contract covers, where maintenance is provided is outside the scope of a contract it is recognised at a point in time, being when the maintenance work took place.

Intangible assets

Intangible assets comprise patents and accreditations, trademarks, acquired customer contracts, software licences and internal product development costs. They are recognised initially at cost and are subsequently amortised over their expected useful economic lives. Where their useful economic lives are determined to be indefinite, an annual impairment review is performed.

Product development costs are only capitalised when they relate to a discrete project where there is a reasonable expectation that the product is commercially viable and will generate future economic benefit. There is no amortisation charge within the financial year of capitalisation. All other research and development costs are expensed as incurred.

The expected useful economic lives used for amortisation periods are as follows:

Future fleet trademark and customer contracts

5 years

Patents and accreditations

5 years

Software licences

5 years

Product development costs

3 years

Tangible fixed assets

Tangible fixed assets are stated at historic purchase cost less accumulated depreciation.

Depreciation is provided to write off the costs less the estimated residual value of tangible fixed assets by equal instalments over their estimated useful economic lives as follows:

Fixtures, fittings, tools and equipment

10% - 33.3% per annum

Stocks

Stocks are stated at the lower of cost and net realisable value. In determining the cost of raw materials, consumables and goods purchased for resale, the average cost method is used. For work in progress and finished goods, cost is taken as production cost, which includes an appropriate proportion of attributable overheads.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Financial instruments

The company holds only financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments include debtors and creditors. Debtors and creditors are initially recognised at transaction value and subsequently measured at amortised cost. Note 22 provides more information on financial instruments where future cash flows are anticipated, with financial assets referring to fixed asset investments and debtor balances excluding prepayments, and financial liabilities referring to all creditor balances excluding deferred income.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which is 5 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were incurred in the research phase only.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The Group operates a defined benefit scheme for service up to 30 June 1992 and defined contribution schemes for service thereafter.

The defined benefit pension liability is recognised in the balance sheet based on the fair value of the benefit obligation less th fair value of the plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. Actuarial gains and losses arising from experience adjustments and changes in the actuarial assumptions are recognised through the statement of total recognised gains and losses in the period in which they arise.

For defined contribution plans a liability is only recognised when the company has guaranteed a minimum benefit. Otherwise, contributions are recognised as an expense when they are due.

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, be definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

Useful economic lives of intangible and tangible assets

The directors are required to assess the appropriate useful economic lives of intangible and tangible fixed assets. The rates used are given in note 2 but the actual economic lives of assets may vary from these estimates and could be subject to revision in future periods.

Other product development costs are amortised over a period of 5 years. Although the company's products typically have a much longer economic life than this, the directors believe that this is the typical period over which a majority of sales will arise prior to the next generation product being developed.

The directors have assessed there will be positive cash flows arising from the development of intangibles.

Defined benefit pension scheme

The Group has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends. See note 26 for the disclosures relating to the defined benefit pension scheme.

Following the Lloyds case ruling at the High Court in October 20218, UK defined benefit pension schemes need to take steps to equalise benefits for males and females to deal with differences in Guaranteed Minimum Pension (GMP) between sexes. The Group's actuary has used model method C2 for each non-pensioner member to estimate the additional liability in respect of GMP equalisation. This was treated as a past service cost and recognised in the profit and loss for the year ended 31 December 2018.

A follow up judgement at the High Court on GMP equalisation on pension schemes transfers emerged in November 2020. Any adjustment to defined benefit pension scheme liability in respect of this has been treated as a past service cost and recognised in the profit and loss.

Dilapidations provision

In determining the dilapidations provision in relation to the building lease, management have made an estimate of the costs expected to be incurred on meeting its obligations under the terms of the lease. This estimate requires judgements to be made about work to be carried out and therefore is subject to significant estimation uncertainty. Management have consulted with external advisors in making this provision. Management also make judgements around the discount rate to use and the period in which the liability may be settled (usually at the end of the lease term).

As at 31 December 2024, a provision of £654k (discounted) has been made and included in provisions on the balance sheet. This will be reviewed on an ongoing basis.

Inventory valuation

The long lived nature of the Group's products mean that the company has to keep spare parts and equipment for many years to service older generation machines still in use by customers. It is therefore inherently difficult to estimate the level of obsolescence and hence the recoverable value of this stock. The Group makes a provision for such slow moving stock on a sliding scale basis that increases with the age of stock, with all stock typically being fully written off after 10 years.

Other stock provisions are made for items where the directors believe there is a greater risk of obsolescence or where the product has become discontinued.

In preparing these financial statements, the directors have had to make the following judgements:

Indicators of impairment of intangible and tangible fixed assets

The directors of the Group have had to determine whether there are indicators of impairment in the Group's tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024

2023

£'000

Sale of goods

6,618

6,210

Sale of services

5,059

5,395

11,677

11,605

An analysis of turnover by geographical market is given below:

2024

2023

£'000

United Kingdom

8,659

10,020

Europe

118

473

Rest of the World

2,900

1,112

11,677

11,605

5.	OTHER OPERATING INCOME

2024

2023

£'000

Other operating income

137

141

6.	EMPLOYEES AND DIRECTORS

2024

2023

£'000

Wages and salaries

3,519

4,053

Social security costs

361

419

Other pension costs

109

141

3,989

4,613

The average number of employees during the year was as follows:

2024

2023

Direct labour

41

46

Marketing and administration

58

69

99

115

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL).

2024

2023

£

Directors' remuneration

181,815

564,375

The highest paid director received remuneration of £92,175 (2023 - £174,609).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,400 (2023 - £3,682).

7.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£'000

Research and developed charged as an expense

583

452

Depreciation of tangible fixed assets

77

78

Amortisation of intangible assets

887

766

Defined contribution period cost

130

140

Auditors' remuneration

72

67

8.	EXCEPTIONAL ITEMS

2024

2023

£'000

Dilapidations in relation to building lease

-

654

-

654

As at 31 December 2024, the expected dilapidations on the current lease have a present value of £654k (2023 - £654k).

9.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£'000

Interest receivable from group companies

10

10.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£'000

Bank interest

56

26

Bank loan interest

163

142

Loans from group undertakings

54

31

Net exchange losses on foreign currency
loans

(7

)

113

Hire purchase

-

32

266

344

11.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

2024

2023

£'000

Current tax:

UK corporation tax

-

32

Tax on loss

-

32

UK corporation tax has been charged at 25 % (2023 - 23.52 %).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£'000

Loss before tax

(2,147

)

(2,766

)

Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 23.520 %)

(537

)

(651

)

Effects of:

Expenses not deductible for tax purposes

14

1

Income not taxable for tax purposes

31

37

Depreciation in excess of capital allowances

-

3

RDEC step 2

-

32

Remeasurement of deferred tax for changes in tax rates

-

(38

)

Movement in deferred tax not recognised

492

648

Total tax charge

-

32

Tax effects relating to effects of other comprehensive income

2024

Gross

Tax

Net

£'000

Actuarial gain/(loss) on pension scheme

636

-

636

2023

Gross

Tax

Net

£'000

Actuarial loss on pension scheme

(321

)

-

(321

)

Factors that may affect future tax charges

In the UK the Group has trading losses of £13.7m (2023 - £12.4m) available to set against future trading profits and other timing differences of £12.4m (2023 - £10.3m) including the pension deficit of £5.9m (2023 - £6.1m). A deferred tax asset of £3.5m (2023 - £5.2m) has not been recognised in relation to these items. In addition the Group has £2m (2023 - £2m) of capital losses available for which no deferred tax asset has been recognised.

In the USA the Group has $4.85m (2023 - $4.85m) of trading losses available to set against future trading profits. These losses are at multiple dates, of which $4.81 (2023- $4.81m) expire after a maximum period of 20 years (for each year), and $109k (2023 - $109k) are without an expiry date under current US legislation.

12.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

13.	INTANGIBLE FIXED ASSETS

Group

Patents

and

Development

Computer

licences

costs

software

Totals

£'000

COST

At 1 January 2024

1,071

12,270

322

13,663

Additions

26

584

-

610

At 31 December 2024

1,097

12,854

322

14,273

AMORTISATION

At 1 January 2024

789

11,107

317

12,213

Amortisation for year

61

826

-

887

At 31 December 2024

850

11,933

317

13,100

NET BOOK VALUE

At 31 December 2024

247

921

5

1,173

At 31 December 2023

282

1,163

5

1,450

14.	TANGIBLE FIXED ASSETS

Group

Fixtures

& fittings,

tools and

equipments

£'000

COST

At 1 January 2024

3,786

Additions

24

At 31 December 2024

3,810

DEPRECIATION

At 1 January 2024

3,563

Charge for year

77

At 31 December 2024

3,640

NET BOOK VALUE

At 31 December 2024

170

At 31 December 2023

223

15.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£'000

COST

At 1 January 2024

and 31 December 2024

11,627

PROVISIONS

At 1 January 2024

and 31 December 2024

11,627

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

The company's subsidiaries at the balance sheet date included in the consolidated accounts are as follows:

Name

Registered
office

Class of
share

Holding

Metric Group Limited

Metric House,
Westmead
Drive,
Swindon, SN5
7AD

Ordinary

100%

Metric Group Inc. (incorporated in USA, indirect holding)

USA

Ordinary

100%

16.

STOCKS

Group

2024

2023

£'000

Raw materials and consumables

2,277

2,658

Work-in-progress

2,084

1,428

Finished goods

1,523

198

5,884

4,284

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Stock is stated net of provisions of £892,316 (2023 - £773,372). The level of provision charged to the statement of comprehensive income during the year was £118,544 (2023 - £160,506).

17.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2024

2023

£'000

Trade debtors

1,417

1,099

Amounts owed by group undertakings

-

281

Other debtors

246

130

Prepayments and accrued income

886

571

2,549

2,081

18.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2024

2023

£'000

Bank loans and overdrafts (see note 20)

3,187

3,026

Trade creditors

1,037

1,640

Amounts owed to group undertakings

12,792

9,258

Social security and other taxes

223

264

Other creditors

23

36

Accruals and deferred income

2,511

1,549

19,773

15,773

The bank loan represents a foreign currency revolving credit facility of £2,540,000 (2023 - £2,540,000).

19.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Company

2024

2023

£'000

Amounts owed to group undertakings

10,401

The loans from group undertakings are subject to interest of 0.5% per annum. The interest rate is fixed until further notice. The loan and interest are fully repayable at end of term as per the agreements. The loans can be extended for additional 12 months via written confirmations from both parties.

20.

LOANS

An analysis of the maturity of loans is given below:

Group

2024

2023

£'000

Amounts falling due within one year or on

demand:

Bank overdrafts

647

486

Bank loans

2,540

3,187

3,026

21.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

2024

2023

£'000

Within one year

325

257

Between one and five years

1,246

244

1,571

501

22.	FINANCIAL INSTRUMENTS

2024

2023

£'000

Financial assets

Financial assets that are debt instruments measured at amortised cost

2,448

1,763

2024

2023

£'000

Financial liabilities

Financial liabilities measured at amortised cost

19,172

14,718

Financial assets measured at amortised cost comprise cash at bank and in hand and all debtors excluding prepayments.

Financial liabilities measured at cost comprise all creditors excluding social security and other taxes, Corporation Tax and deferred income.

23.	PROVISIONS FOR LIABILITIES

Group

2024

2023

£'000

Other provisions

Dilapidations provision

654

Aggregate amounts

654

Group

Dilapidations

provision

£'000

Balance at 1 January 2024

654

Balance at 31 December 2024

654

24.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£'000

73,029

Ordinary

£0.01

1

25.

RESERVES

Group

Capital

Foreign

Retained

Share

redemption

exchange

earnings

premium

reserve

Totals

£'000

At 1 January 2024

(15,152

)

1,046

10

(326

)

(14,422

)

Deficit for the year

(2,147

)

(2,147

)

Actuarial Gain / Loss

636

-

636

Foreign exchange movement

-

(1

)

(1

)

At 31 December 2024

(16,663

)

1,046

10

(327

)

(15,934

)

Company

Capital

Retained

Share

redemption

earnings

premium

reserve

Totals

£'000

At 1 January 2024

(11,459

)

1,046

11

(10,402

)

Profit for the year

-

At 31 December 2024

(11,459

)

1,046

11

(10,402

)

26.	EMPLOYEE BENEFIT OBLIGATIONS

The company operates a defined benefit pension scheme.

The company operates a defined benefit scheme for service up to 30 June 1992 and defined contribution schemes for service thereafter. The charge for the defined benefit scheme is calculated by an actuary. Whereas, the pension cost charge for the year for the defined contribution scheme represents contributions payable by the company to the scheme and amounted to £130,000 (2023 - £141,007).

Contributions amounting to £23,286 (2023 - £26,420) were payable to the scheme and are included in creditors at the year end.

The amounts recognised in profit or loss are as follows:

Defined benefit

pension plans

2024

2023

£'000

Current service cost

-

Net interest from net defined benefit
asset/liability

489

533

Past service cost

-

489

533

Actual return on plan assets

(255

)

271

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit

pension plans

2024

2023

£'000

Opening defined benefit obligation

11,518

11,335

Interest cost

489

533

Actuarial losses/(gains)

(891

)

564

Benefits paid

(799

)

(914

)

10,317

11,518

Changes in the fair value of scheme assets are as follows:

Defined benefit

pension plans

2024

2023

£'000

Opening fair value of scheme assets

5,471

5,430

Interest income

231

254

Administrative expenses

(175

)

(139

)

Contributions by employer

548

569

Actuarial gains/(losses)

(255

)

271

Benefits paid

(799

)

(914

)

5,021

5,471

The amounts recognised in other comprehensive income are as follows:

Defined benefit

pension plans

2024

2023

£'000

Actuarial gains/(losses)

636

(321

)

636

(321

)

The major categories of scheme assets as a percentage of total scheme assets are as follows:

Defined benefit

pension plans

2024

2023

Equities and investments

17.20%

16.00%

Corporate bonds

9.50%

4.00%

Absolute return

16.00%

15.00%

Multi-asset private markets

12.30%

14.00%

Liability driven investments

18.40%

23.00%

Cash

8.10%

8.00%

Annuities

8.00%

Individual member funds

10.50%

12.00%

100.00%

The defined benefit obligation includes insured pensioners, this has added £400k (2023 - £442k) to gross assets and liabilities but has no impact on the net deficit.

The amount of actuarial gains and losses recognised in the Statement of Comprehensive Income was £636k (2023 - £321k).

The company expects to contribute £917k to its defined benefit pension scheme in 2025.

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024

2023

Discount rate

5.20%

4.40%

Future pension increases

3.00%

Inflation - RPI

3.40%

3.20%

Inflation - CPI

2.50%

2.30%

Mortality rates

-

for a male aged 65 now

21.3

-

at 65 for a male aged 45 now

22.2

-

for a female aged 65 now

23.7

-

at 65 for a female member aged 45 now

24.8

In valuing the liabilities of the fund at the year end, the PA 92 Year of Birth mortality tables with medium cohort adjustment have been used. The weighted average duration of the scheme's liabilities is approximately 15 years.

27.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

28.	ULTIMATE CONTROLLING PARTY

The company's immediate parent is Tri Star Security PTE Limited, a company incorporated in Singapore.

The ultimate parent company is Dutech Holdings Limited, a company incorporated in Singapore.