Microsaic Systems plc
Annual Report 2012
compact analysis Microsaic Systems is the innovative
high-technology company developing
and marketing a new generation of
compact analysis equipment for
chemists.
Business review
Highlights 1
Company profile 2
Chairman’s statement 4
Chief Executive’s statement 5
Governance
Directors’ report 8
Board of Directors 12
Directors’ remuneration report 13
Corporate governance report 15
Financial statements
Independent auditors’ report 18
Statement of comprehensive income 20
Statement of changes in equity 21
Statement of financial position 22
Statement of cash flows 23
Notes to the financial statements 24
Annual general meeting
Notice of the annual general meeting 40
Notes 42
Corporate information and advisors 44 2012 Highlights
• Signing of OEM agreement with Biotage AB for application
of MiD
®
in flash purification and unveiling of the
Biotage-Microsaic combined system 
• Commencement of regular production and shipments of
systems to customers and other potential OEM partners
• Development of the 4000 MiD
®
and of future products,
including working prototype of next-generation system, to
address new market areas 
• First shipments of the 4000 MiD
®
to Biotage and orders for
further systems 
• Appointment of Colin Jump as Chief Executive Officer 
• Microsaic’s 3500 MiD
®
wins R&D 100 award
Post-period update
• OEM agreement signed for the sale of the 4000 MiD
®
as a
stand-alone instrument
• 4000 MiD
®
launched at Pittcon international trade fair in
Philadelphia, USA 
• Biotage-Microsaic joint product, the ‘Isolera Dalton’
presented at the American Chemical Society National
Meeting
Financial summary
• Revenue up 126% to £0.61 million 
(2011: £0.27 million)
• Placing of 3,867,248 ordinary shares in June 2012
raising £1.45 million net
• Cash at 31 December 2012 £1.79 million 
(2011: £1.82 million)
• Loss for the year to 31 December 2012 £1.87 million
(2011: £1.90 million)
Microsaic Systems plc Annual Report and Financial Statements 2012 1
Highlights Microsaic Systems plc develops
microengineered analytical instruments
that are based on the scientific technique
of mass spectrometry (MS). MS is widely
accepted as one of the most reliable
methods for identifying the chemical
make-up of substances and Microsaic is
the first and only company to have
commercialised and patented chip-based
MS technology using silicon
microengineering (MEMS).
The analysis method of choice
Mass spectrometry is an established analytical technique
used in many laboratories which enables the accurate
identification and quantification of trace levels of chemical
or biological compounds by recording their unique
molecular weight. Today, MS is the standard means of
measuring the composition of samples in pharmaceuticals
and biotechnology, but is also widely used in a variety of
other industries including healthcare, environmental, food
and drink, security, petrochemicals and mining. By
miniaturising MS to desk-top size, Microsaic has made it
practical for a much wider range of users and applications
within these fields and opens up new opportunities for the
growing $3 billion MS market.
A step change in laboratory capability
The Company’s first product, the Microsaic 3500 MiD
®
,
was launched in January 2011 and became the world’s
smallest MS system. Users are particularly impressed by
the self-contained nature of the system – no other mass
spectrometer for liquid analysis has eliminated external
pumps and computers – and this gives the MiD
®
a
revolutionary advantage in deployability, ease of use and
cost of ownership. These advantages have been recognised
within the wider industry too. The 3500 MiD
®
gained the
New Product Award from the US Society of Laboratory
Automation and Screening in 2011 and a prestigious
R&D 100 award in 2012 as one of the most technologically
significant products to enter the marketplace globally.
Several articles have been published in scientific journals
citing new discoveries made using the MiD
®
.
Continuing evolution
The Microsaic 4000 MiD
®
has an even smaller footprint
than the 3500 MiD
®
and fits even more comfortably into
a standard laboratory fume hood. Its ‘Plug & Play’
components also enable users to maintain the system
themselves, resulting in less down-time and greater flexibility
within the laboratory. The 4000 MiD
®
was launched in
March at Pittcon 2013, the world’s largest annual
conference and exposition on laboratory science and
scientific instrumentation. 
We have an on-going R&D programme building on the
achievements already made and focused on increasing
the reach of our core Ionchip
®
technology, which underpins
the MiD
®
. Our product pipeline includes more complex MS
systems which will allow us to address more technically
demanding market areas, such as food and drink, and
environmental safety. 
2 Microsaic Systems plc Annual Report and Financial Statements 2012
Company profile Tapping into established sales channels through
value-added partnerships
The Company’s strategy is to generate revenue streams by
introducing compact, deployable MS products, based on
its patented chip technologies, into a series of markets and
applications by selling through partnerships with existing
sales channels. Typically these sales channels will be
international suppliers of complementary equipment. 
In 2012 one such partnership was formed with Biotage AB,
a well established supplier in the areas of analytical and
medicinal chemistry. Microsaic is providing its 4000 MiD
®
as an Original Equipment Manufacturer (OEM) as part of
an integrated solution for mass-directed flash purification
that will enable a leap forward in chemists’ work flow and
productivity.
Further similar relationships are planned with other leading
suppliers of scientific equipment, which will enable the
Company to build up volume sales. Direct sales to end
users in niche application areas will also continue in
parallel.
Quality innovation moving forward
Microsaic Systems was established in 2001 from the highly
regarded Optical and Semiconductor Devices Group at
Imperial College London. It has been based at
headquarters in Woking, UK since September 2004 and
was admitted to AIM, a market of the London Stock
Exchange, in April 2011 (ticker: MSYS).
Microsaic Systems plc Annual Report and Financial Statements 2012 3 Eric Yeatman
Chairman
2012 was a year of good progress for the
Company. We signed an OEM (Original
Equipment Manufacturer) agreement with
Biotage AB, and developed our first
integrated product with them, which has
been introduced to the market at trade
fairs and is being very well received by
customers.
We also welcomed Colin Jump as our new Chief Executive
to lead the Company in capturing the opportunities that lie
ahead. Colin brings many years’ experience with him from
the scientific instrument sector. He joined us from Shimadzu
UK where he was Managing Director and we are delighted
to have him on board. In his first months he has already
brought his expert knowledge of the industry to bear in our
external relationships and our planning for the future.
Colin’s first statement as Chief Executive outlines the
achievements of the Company over the past year and the
strategy for delivering value to our shareholders over the
coming year and beyond.
Peter Selway, a Non-executive Director of Microsaic for ten
years, retired at the 2012 Annual General Meeting having
reached the age of 70. We owe Peter a debt of gratitude for
his contribution and wise counsel over that time and wish
him a long and happy retirement.
On a personal note, I would like to take the opportunity to
thank the Board and staff for their support whilst I was
Acting CEO, and particularly to Colin Nicholl who took on
the role of Chairman for that period. Following Colin
Jump’s appointment, I have resumed the role of Chairman
and Colin Nicholl has reverted to Deputy Chairman.
I would also like to thank our shareholders for their support
during 2012 and I look forward with confidence to 2013 as
the Company, led by Colin Jump, advances towards
achieving our business goals.
Eric Yeatman
Chairman
12 April 2013
4 Microsaic Systems plc Annual Report and Financial Statements 2012
Chairman’s statement
for the year ended 31 December 2012 Colin Jump
Chief Executive Officer
It is with great pleasure that I provide my
first report as Chief Executive of Microsaic
Systems. Since joining in November 2012,
I have had the opportunity to better
understand the business, its technology, its
people, its customers and the markets in
which it operates. I am very excited about
the opportunities that are opened up by the
Company’s technology in the field of
chemical analysis, and the high level of
market interest.
I would like to report on last year’s achievements, including
those before my appointment, and also provide a summary
of ongoing activities and our intended direction for the
business. 
Microsaic’s chip-based technology has allowed us to
miniaturise the mass spectrometer (MS) – the gold
standard for chemical analysis – far beyond any other
product on the market. This miniaturisation greatly
simplifies deployment, drastically cuts power consumption
and other running costs, and makes MS practical for a
wide range of new users and applications. 2012 saw the
first regular shipments of our breakthrough compact MS
product, the 3500 MiD
®
, following its launch in 2011.
This is the only MS on the market for liquid analysis
that requires no external pumps, being completely
self-contained within the size of a desktop computer. 
Our main route to market for the MiD
®
is to partner with
companies that have established sales channels and
complementary products, with an initial focus on the areas
of pharma and biotechnology. A key milestone in this
strategy was reached in May 2012 with the signing of an
OEM arrangement with Biotage AB. Biotage, listed on the
NASDAQ OMX Stockholm, is a well-established supplier
in the areas of analytical and medicinal chemistry, with a
global sales and service capability. Biotage is a leader in
the supply of flash chromatography, a widely used
separation and purification method in chemical synthesis.
In collaboration with Microsaic, Biotage is introducing a
fully integrated system incorporating the MiD
®
with its flash
systems, which will greatly increase the power and
effectiveness of flash, allowing, for example, automated
mass-directed separation. This will be the first such
product on the market, and early feedback from customers
has been positive.
Since signing of the agreement, the ‘Isolera Dalton’
integrated system has been developed by Biotage in
collaboration with Microsaic, and initial marketing has
begun, with presentations having been given at
international trade shows of the American Chemical
Society in the USA and JASIS in Japan. Interest in this new
Microsaic Systems plc Annual Report and Financial Statements 2012 5
Chief Executive’s statement
for the year ended 31 December 2012 integrated system has been extremely encouraging and
has exceeded our initial expectations.
A key technical milestone in 2012 was our development of
an enhanced version of the 3500 MiD
®
, namely the 4000
MiD
®
. To ensure that MiD
®
s and the integrated Biotage
systems can fit comfortably within fume hoods – an
important capability for flash as well as other applications –
the 4000 has a significantly reduced footprint compared to
the 3500. Other enhancements were also incorporated,
and the first system was shipped to Biotage to support the
development programme in Q3 2012. Since then we have
taken the 4000 through final development stages, including
outsourcing of major sub-components, and continue to
prepare the system for volume manufacture so we can
benefit from economies of scale. Regular shipments of the
4000 MiD
®
have been made, and in March 2013 we
launched the 4000 MiD
®
officially at Pittcon, the major
international trade fair focused on scientific and laboratory
equipment, which took place in Philadelphia, USA. 
In addition to Biotage, we have been continuing to
develop our relationships with a range of other potential
commercial partners in the pharma, biotech and related
sectors. Two major analytical instrument suppliers have
conducted evaluations of 3500 systems; these led to
proposed enhancements in hardware and software which
have recently been implemented. Two other major
scientific instrument suppliers contracted with us to
develop versions of the MiD
®
with extended measurement
capability to meet the requirements of their specific
applications, and in both cases key technical targets have
been met. These partner discussions and collaborations
continue to advance towards the goal of OEM agreements
to supply the MiD
®
in combined products. We are also
pursuing funded development opportunities in other
industry sectors. For example, our interest in security
applications continues, where we have recently been
awarded a grant to develop advanced MS instruments
for on-site analysis of explosives and narcotics.
Our strategy for direct sales is to focus on new application
areas and to ensure we have direct contact with users, so as
to inform our product development and R&D programmes.
To further build this channel in 2013 we are enhancing our
business development and customer support functions with
a number of key hires in these areas.
Technical progress continued in 2012 including significant
enhancements to our production capability. Production of
the key chip-based components is retained in-house and
our productivity levels have been significantly increased.
Sub-systems have been transferred to external suppliers
and full system assembly will also be out-sourced later this
year. Further enhancements have also been made to the
user-replaceable components to make handling of these
increasingly simple, as part of our ‘Plug & Play’ approach. 
A further major technical milestone for the Company was
the first demonstration of a working prototype of a triple
quadrupole MS system that can analyse more complex
materials such as medical samples, for example, blood or
saliva. This system will give us the capability needed for our
next generation of MS products and further broaden the
range of applications that our miniaturised MS instruments
can address.
The importance of our products and their breakthrough
capabilities were acknowledged by several external agencies
in 2012. In June, the 3500 MiD
®
received a prestigious
R&D 100 award, given to the most significant technological
advances of the year across all sectors. We also published
results in collaboration with a prestigious laboratory at
Cambridge University in a leading peer-reviewed journal
(Browne, D.L. et al., Rapid Communications in Mass
Spectrometry 26, pp 1999-2010, 2012) on new capabilities
in continuous reaction monitoring facilitated by the 3500
MiD
®
.
6 Microsaic Systems plc Annual Report and Financial Statements 2012
Chief Executive’s statement (continued) Financial results
Revenues in 2012 rose to £606,281 (2011: £267,999)
having benefited from sales of our MiD
®
products on top of
grant income streams funding future product development.
We expect sales volumes to significantly grow in 2013 as
our joint product with Biotage is rolled out internationally
and market interest in our product increases.
Research and development expenditure in the year amounted
to £1,298,129 (2011: £1,314,851) reflecting continuing
investment in product development including enhancements
to our existing products and future products.
The Company’s manufacturing, sales and after-sales
capabilities are being steadily built up. Operating
expenses reported for the year increased to £1,179,516
(2011: £1,090,718), however this includes a one-off write
back of £81,901 of prior year share-based payment
charges following the lapsing of unexercised share
options.
In June the Company placed 3,867,248 ordinary shares
with existing and new shareholders. This represented a 10%
increase in the Company’s issued share capital and we
gratefully acknowledge the on-going support shown by our
investors. The net proceeds raised from the issue amounted
to £1.45 million. These funds have enabled us to enhance
our capability in several areas, particularly software
development, production and applications development.
We have made hires in each of these areas and these new
employees are already adding to our capability to address
market requirements and opportunities.
The loss for the year after tax was £1,867,069 (2011:
£1,899,253) and the cash position at 31 December 2012
of £1,788,579 was at a similar level to a year previous
(2011: £1,818,319), as the net cash used in operating
activities was offset by that raised through the share issue.
As with previous years, the going concern basis has
continued to be adopted in preparing the financial
statements. Following the progress made by the Company
to date and the progress anticipated in the near term, the
Directors have a reasonable expectation of securing
suitable additional funding as may be required to continue
operations and provide for future expansion.
Outlook 
Since the end of the financial year we have signed a
second OEM agreement to provide the Microsaic 4000
MiD
®
as a stand-alone instrument on a non-exclusive
basis. This agreement resulted directly from expressions of
interest from customers and represents the first of what we
anticipate will be a number of sales channels of this type,
which will add significantly to our overall sales.
This new agreement together with good progress across
other areas of our business and a growing profile within the
scientific analytical instrumentation market, gives us
confidence as we address three distinct business strategies
that underpin our ambitions for 2013 and beyond:
• Developing OEM partnerships with synergistic
companies, which can provide Microsaic with access
to enhanced sales distribution channels alongside our
own direct sales channel.
• Stepping up our marketing communications and the
promotion of the core brand values of Microsaic.
• Outsourcing the manufacture of the main product
ensuring high quality build, reliability and high
volume capacity.
We will continue discussions with interested OEM partners
who have established global sales distribution channels, in
order to advance those relationships towards commercial
agreements. 
Further innovations around the concept of ‘Plug & Play’
components are planned. Within the MS market, our ‘Plug
& Play’ designs are unique and will largely dispense with the
need for highly technical operators or support/service staff,
therefore increasing the operational use of system (reducing
system down-time) and reducing cost to the user. This
concept will provide a clearer differentiator between us and
any other current vendors of MS instrumentation.
The Company has a wealth of committed expertise in its
people. They have built a solid platform for growth and
gained invaluable experience introducing new technology
within an established, naturally conservative market. It is my
and my fellow Directors’ belief that these strengths and our
shared vision can make Microsaic Systems a highly
successful company moving forward.
Colin Jump
Chief Executive Officer
12 April 2013
Microsaic Systems plc Annual Report and Financial Statements 2012 7 The Directors present their report and audited financial statements for the year ended 31 December 2012.
Principal activity, business review and business risks
The principal activity of the Company continued to be the research, development and commercialisation of scientific
instruments. A review of the business and its prospects is contained within the Chairman’s and Chief Executive’s
statements. 
In common with other small companies developing new technologies, the Company is subject to a number of risks and
uncertainties, which principally include:
Risk area Key risks
Company development — The early stage development of the business and its evolution into a successful
trading Company with all the operational requirements that this entails
— Current operating losses depleting the Company’s capital and cash 
— The availability and terms of capital needed for continued business development and
expansion
— Recruitment and retention of personnel and requisite skills to run and build the
business
Customer markets — Market acceptance of the Company’s revolutionary products
— Competing products emerging from other companies
— The ability of the Company to generate sufficient revenue from the sale of its
products
— The economic environment and recessionary effects that may restrict customer
spending on capital equipment 
Technical — The product’s technical performance and specification meeting customer
requirements
— The reproducibility of the Company’s products as production volumes increase
— The ability to protect Company intellectual property and defend infringement claims
by others
Financial — Sufficient cash flow liquidity
— Credit risk attributable to trade receivables and cash deposits
— Exchange rate risk on currency exposures
There is further explanation of the financial risks in note 23 to the financial statements.
The ongoing performance of the Company is managed and monitored using a number of key performance indicators,
both financial and qualitative. In terms of financial performance, the Company does not currently generate profits and
utilises cash for its operational activities. The forecasting and monitoring of the Company’s cash resources is therefore
critical in terms of the efficient allocation of those resources and in predicting future cash requirements. A key feature of
the Company’s internal management reporting is therefore the emphasis placed on operational cash spend by category
and against forecast, which is monitored at both management and Board level on a monthly basis. The Company’s net
cash used in operating activities for the year ended 31 December 2012 was £1,373,092 (2011: £2,033,144) and the
loss for the year after tax was £1,867,069 (2011: £1,899,253). Forecasts are updated on a regular basis to take account
of changing circumstances in the business. 
8 Microsaic Systems plc Annual Report and Financial Statements 2012
Directors’ report
For the year ended 31 December 2012 In terms of the Company’s wider performance, the progress of its research and development programmes are reviewed
against key qualitative milestones on a monthly basis to the Board. The more detailed aspects of these programmes are
also discussed and monitored through separate project reviews. Research and development programmes are planned and
executed against identified objectives which feed into the Company’s product pipeline.
Results and dividends
The results for the Company are given in the statement of comprehensive income set out on page 20. The Directors do not
recommend the payment of a dividend (2011: nil).
Directors
Since 1 January 2012 the following Directors held office:
E M Yeatman
C J Nicholl
C R Jump (appointed 1 November 2012)
M R Bateman
P I T Edwards
A S Holmes
P R Selway (resigned 30 May 2012)
J C Ramage
Peter Selway retired from the Board at the Annual General Meeting on 30 May 2012. Eric Yeatman and Andrew Holmes
were re-appointed at that meeting and Colin Jump joined the Company and Board on 1 November 2012. 
Following his appointment in the year, Mr Jump will retire at the forthcoming Annual General Meeting and be proposed
for re-appointment. At the same meeting Messrs Nicholl and Ramage will retire by rotation and be proposed for
re-appointment.
Directors’ interests
The Directors’ interests in the shares of the Company at 31 December 2012:
Ordinary shares of 0.25p each Ordinary shares of 0.25p each 
at 31 December 2012 at 31 December 2011
Number % Number %
E M Yeatman 3,159,700 7.43 3,097,200 8.01
C R Jump –– n/a n/a
M R Bateman 25,000 0.06 ––
P I T Edwards 25,000 0.06 ––
A S Holmes 2,913,400 6.85 2,888,400 7.47
C J Nicholl 2,565,500 6.03 2,378,000 6.15
P R Selway n/a n/a 382,800 0.99
J C Ramage 163,480 0.38 148,480 0.38
8,852,080 20.81 8,894,880 23.00
Microsaic Systems plc Annual Report and Financial Statements 2012 9 Significant shareholdings
Shareholders, excluding Directors, having a beneficial interest of 3% or more of the Company’s shares as at 31 March
2013:
Ordinary shares of 0.25p each 
at 31 March 2013
Number %
R R A Syms 3,735,200 8.78
BlackRock Investment Management 3,615,625 8.50
Fidelity Investments 3,417,400 8.03
Octopus Investments 3,379,015 7.94
N W Wray 3,203,800 7.53
A P Finlay 2,214,940 5.21
Hargreave Hale 2,539,000 5.97
Amati Global Investors 2,151,000 5.06
Herald Investment Trust 1,350,000 3.17
Employees
The Company regards the expertise and contributions of its employees as crucial to the future success of the business.
The Company operates approved and unapproved share option schemes as a means of encouraging ownership and
aligning interests of staff and external shareholders. There were no share options exercised by Company employees
(excluding Directors) during the year. As at 31 December 2012 there were 1,046,197 share options held by employees
(excluding Directors) for the Company’s ordinary 0.25p shares, with an average exercise price of 67p.
The Company has recently set up a Share Incentive Plan (SIP) which has been approved by HM Revenue & Customs. It is
intended that the SIP will be used in future years to provide eligible employees with a stake in the Company through the
issuing of partnership, matching and free shares in line with the SIP rules and legislation.
Health and safety and the environment
The Company 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 considers health
and safety matters at its regular monthly meetings.
The Company is also mindful of its corporate responsibilities concerning the impact of its activities on the environment and
seeks to minimise this impact wherever possible.
Payment of creditors
The Company’s policy for payment of suppliers is to agree payment terms in advance of the supply and to adhere to those
payment terms. The trade creditors of the Company at the year end as a proportion of amounts invoiced by suppliers
during the year represent 48 days’ purchases (2011: 43 days).
Directors’ indemnity and insurance
The Company has granted an indemnity to its Directors under which the Company will indemnify them, subject to the terms
of the deed of indemnity, against all costs, charges, losses, damages and liabilities incurred by them in performance of
their duties.
The Company also maintains insurance for its Directors and Officers against the consequences of actions brought against
them in relation to their duties for the Company.
Related party transactions
The interests and of the Directors are shown above and their remuneration is detailed in the Directors’ remuneration
report. There were no other related party transactions.
10 Microsaic Systems plc Annual Report and Financial Statements 2012
Directors’ report (continued) Auditors
Saffery Champness has expressed its willingness to remain in office as auditors of the Company, and a resolution for their
re-appointment will be proposed at the forthcoming Annual General Meeting.
Directors’ responsibilities
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time
the financial position of the Company, for safeguarding the assets of the Company, for taking reasonable steps for the
prevention and detection of fraud and other irregularities, and for the preparation of a Directors’ report which complies
with the requirements of the Companies Act 2006.
The Directors are responsible for preparing the annual report and the financial statements in accordance with the
Companies Act 2006. The Directors have chosen to prepare financial statements for the Company in accordance with
International Financial Reporting Standards (IFRSs) as adopted for use in the European Union.
International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company’s
financial position, financial performance and cash flows. This requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities,
income and expenses set out in the International Accounting Standards Board’s ‘Framework for the preparation and
presentation of financial statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with
all applicable IFRSs. A fair presentation also requires the Directors to:
— consistently select and apply appropriate accounting policies;
— present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information; and
— provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to
understand the impact of particular transactions, other events and conditions on the entity’s financial position and
financial performance. 
Statement of disclosure to auditors
So far as each Director is aware, there is no relevant audit information of which the Company’s auditors are unaware.
Additionally the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves
aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
On behalf of the Board
Andrew Holmes
Company Secretary
12 April 2013
Company number 3568010
Microsaic Systems plc Annual Report and Financial Statements 2012 11 12 Microsaic Systems plc Annual Report and Financial Statements 2012
Eric Yeatman, Non-executive Chairman
Eric Yeatman is Professor of Micro-Engineering at Imperial
College London. He is a co-founder of the Company and
has been Chairman of the Board since 2004. Eric was
educated at Dalhousie University (Halifax, Canada) and
Imperial College London, where he has been a member
of staff since 1989. Professor Yeatman specialises in
micro-systems research and has acted as an advisor to
two venture capital funds.
Colin Nicholl, Non-executive Deputy Chairman
Colin Nicholl joined the Board of the Company in 2005
and has served as Deputy Chairman of the Board since
2006. He chairs the Board’s Audit Committee and sits on
the Board’s Remuneration Committee. Mr Nicholl brings
a wealth of financial and city experience to the Company
as a former partner of Cazenove & Co. and Chief
Investment Officer of Cazenove Asset Management. He is
a Non-executive Director of IM Asset Management and
was, until its takeover, Chairman of Membrane Extraction
Technology Limited. Colin has a degree in mathematics
from the University of York, and has actuarial and
company secretarial professional qualifications.
Andrew Holmes, Non-executive Director
Andrew Holmes is Professor of Micro-Electro-Mechanical
Systems at Imperial College London and a co-founder of
the Company. Professor Holmes was educated at
Cambridge University and Imperial College London, where
he has been a member of staff since 1995 and specialises
in research into microfabrication and micropower
technologies. Andrew has been Company Secretary of the
Company since 2004, and sits on the Board’s Audit and
Remuneration Committees.
James Ramage, Non-executive Director
James Ramage was appointed as a Director of the
Company in April 2010. Dr Ramage is also Chairman of
Tesla Engineering, a manufacturer of high value magnetic
components for MRI scanners and other products. He is
a veteran of the analytical instrumentation industry and
served as a Director and Divisional Managing Director of
VG Instruments plc and Fisons plc prior to becoming
Chairman of Tesla. Dr Ramage sits on the Board’s Audit
Committee and chairs the Board’s Remuneration
Committee.
Colin Jump, Chief Executive Officer
Colin Jump has 30 years commercial and operational
experience in the analytical instrumentation market. He
joined Microsaic Systems in November 2012 from
Shimadzu, a global manufacturer of scientific research
instruments, where he spent 11 years as its UK Managing
Director. He was previously European Commercial Director
at SGE Europe (1999-2001) and prior to that, spent seven
years in senior management and marketing positions at
Mallinckrodt Baker in the UK and the Netherlands. Between
1983 and 1991 Colin served in sales and marketing
positions at Bayer Diagnostics, Boehringer Mannheim and
Wellcome Diagnostics. He was appointed to the Board on
1 November 2012.
Malcolm Bateman, Finance Director
Malcolm Bateman was appointed as Financial Controller to
the Company in 2006 and elected to the Board of Directors
from June 2011. Mr Bateman is a graduate in chemistry
from Cambridge University and is a Chartered Accountant.
Prior to joining the Company, Malcolm served in various
senior executive roles with RMC Group plc (later acquired
by CEMEX) for over ten years. Prior to joining RMC Group,
Mr Bateman spent six years with the audit practice of
Touche Ross & Co., London.
Peter Edwards, Technical Director
Peter Edwards joined the Company as Head of Research
and Development in 2007 and was elected to the Board of
Directors from June 2011. Mr Edwards, a Chartered
Engineer, was awarded a BSc degree in engineering at
Kingston Polytechnic, and between 1987 and 2007 served
in senior positions with Applied Materials Inc., a Fortune
500 company and the global leader in nano-manufacturing
technology solutions and a supplier of semiconductor
manufacturing equipment. Between 2001 and 2005 he
served as Engineering Director and was responsible for
development of Applied Material’s ion implanter products,
before finally serving as Key Product Unit Director.
Board of Directors Microsaic Systems plc Annual Report and Financial Statements 2012 13
This report on the Directors’ remuneration sets out the Company’s policy on the remuneration of Executive and
Non-executive Directors, together with details of Directors’ remuneration packages and service contracts.
Remuneration Committee
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 comprising three Non-executive
Directors.
In setting the remuneration levels, the Remuneration Committee considers a number of factors including:
— the basic salaries and benefits available to Executive Directors of comparable companies;
— the need to attract and retain Directors of an appropriate calibre;
— the need to ensure Executive Directors’ commitment to the continued success of the Company by means of incentive
schemes; and
— the need for the remuneration awarded to reflect performance.
Remuneration of the Non-executive Directors
The remuneration of the Non-executive Directors is agreed by the Board following recommendation by the Remuneration
Committee, having a view to rates paid in comparable organisations and appointments. The Non-executive Directors did
not receive any pension or other benefits from the Company, nor did they participate in any bonus or incentive schemes
other than share options. 
Remuneration policy for Executive Directors
The Company’s remuneration policy for Executive Directors is to:
— have regard to the Directors’ experience and the nature and complexity of their work in order to pay a competitive salary
that attracts and retains management of the quality required to serve the business;
— link individual remuneration packages to the Company’s performance through the award of discretionary bonus
schemes; and
— provide employment-related benefits including life assurance and insurance relating to the Directors’ duties.
Directors’ emoluments
Year to Year to
31 December 31 December
Salaries Other Pension 2012 2011
and fees payments contributions Total Total
£££ £ £
E M Yeatman 44,000 7,500 – 51,500 15,600
C J Nicholl 18,010 – – 18,010 13,520
C R Jump 26,562 20,000 – 46,562
(1)
–
A P Finlay – – – – 136,848
(2)
M R Bateman 60,790 1,525 3,904 66,219 35,578
(3)
P I T Edwards 96,545 – 7,219 103,764 59,573
(3)
A S Holmes 18,800 – – 18,800 15,600
P R Selway 3,900 – – 3,900
(4)
9,360
J C Ramage 13,750 – – 13,750 10,000
282,357 29,025 11,123 322,505 296,079
(1) from 1 November 2012
(2) to 7 December 2011
(3) from 1 June 2011
(4) to 30 May 2012
Directors’ remuneration report
For the year ended 31 December 2012 Directors’ share options
Share options for the Company’s ordinary shares held by the Directors during the year:
At At
1 January Granted Exercised 31 December
2012 in the year in the year 2012 Exercise price
Number Number Number Number p Exercise period
C J Nicholl 116,000 – – 116,000 43.1 24 May 2006 – 24 May 2013
116,000 – – 116,000 43.1 24 May 2008 – 24 May 2015
116,000 – – 116,000 43.1 24 May 2009 – 24 May 2016
C R Jump – 1,276,191 – 1,276,191 39.0 10 Dec 2017 – 9 Dec 2022
M R Bateman 40,600 – – 40,600 129.31 1 Dec 2010 – 19 Feb 2018
19,333 – – 19,333 25.86 3 Dec 2012 – 2 Dec 2020
38,667 – – 38,667 25.86 3 Dec 2013 – 2 Dec 2020
– 80,000 – 80,000 42.0 2 Jul 2015 – 1 Jul 2022
P I T Edwards 191,400 – – 191,400 129.31 11 Apr 2011 – 19 Feb 2018
77,333 – – 77,333 25.86 3 Dec 2012 – 2 Dec 2020
154,667 – – 154,667 25.86 3 Dec 2013 – 2 Dec 2020
– 40,000 – 40,000 42.0 2 Jul 2015 – 1 Jul 2022
870,000 1,396,191 – 2,266,191
The above share options are subject to service and/or performance conditions. None of the share options held by the
Directors were exercised during the year.
The share price on 1 January 2012 was 30p and on 31 December 2012 was 39p, with a high and low over the year of
43p and 25.5p respectively.
Directors’ service contracts
Details of each Director’s service contract are as follows:
Contract Date Term Notice period
E M Yeatman 1 April 2006 Indefinite 3 months
C J Nicholl 24 April 2006 Indefinite 3 months
C R Jump 23 September 2012 Indefinite 6 months
M R Bateman 11 July 2011 Indefinite 3 months
P I T Edwards 30 June 2010 Indefinite 3 months
A S Holmes 1 April 2006 Indefinite 3 months
J C Ramage 21 June 2010 Indefinite 3 months
14 Microsaic Systems plc Annual Report and Financial Statements 2012
Directors’ remuneration report (continued) As an AIM listed company, Microsaic Systems plc is not required to comply with the UK Corporate Governance Code, a
set of recommended corporate governance principles for UK public companies issued by the Financial Reporting Council.
However, the Board recognises the value of good governance and complies with the provisions of the UK Corporate
Governance Code and the QCA Guidelines so far as is practicable for a company of its size, stage of development and
nature.
The Board
During the year the composition of the Board changed with the appointment of Colin Jump (Chief Executive Officer) and
the retirement of Peter Selway (Non-executive Director). Following the appointment of Mr Jump, Eric Yeatman and Colin
Nicholl relinquished their positions as Chief Executive Officer and Chairman respectively, and Prof Yeatman resumed the
role of Chairman and Mr Nicholl, Deputy Chairman.
Role of the Board
The Board is responsible, inter alia, for strategy, budget, performance, approval of major capital expenditure and the
framework of internal controls.
Board processes
The Board has established an Audit Committee and a Remuneration Committee with formally delegated responsibilities to
assist with the execution of its responsibilities.
The full Board holds regular meetings on a monthly basis and additional meetings at any other times as may be necessary
to deal with any urgent matters that arise. The agenda for Board meetings is prepared in conjunction with the Chairman
and submissions are circulated in advance. The Company management team prepares regular reports which allow the
Board to assess the Company’s activities and review its performance and the Board has clearly specified the levels of
authority delegated to management. Members of the Company’s management team are regularly involved in Board
discussions and Directors are able to have discussions with other employees where appropriate.
The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness. This
includes financial, operational and compliance controls and risk-management systems. Internal control systems are
designed to meet the Company’s particular needs and the risks to which it is exposed. The internal control systems are
designed to manage rather than eliminate the risk of failure to achieve business objectives, and by their nature can only
provide reasonable and not absolute assurance against misstatement and loss.
Composition of the Board
The Board currently comprises seven Directors. 
The role of the Chairman is filled by a Non-executive Director.
Directors appointed by the Board are subject to re-election by shareholders at the following Annual General Meeting and
thereafter Directors are subject to re-election at least every three years.
Conflicts of interest
Directors must keep the Board advised of any interest that could potentially conflict with those of the Company. Where a
conflict exists, the Director concerned is not present at the meeting whilst the relevant matter is considered.
Microsaic Systems plc Annual Report and Financial Statements 2012 15
Corporate governance report
For the year ended 31 December 2012 Directors’ attendance record
The following table shows the attendance at the meetings of the Board of Directors during the year:
Meetings
Meetings held attended
Number Number
E M Yeatman 12 12
C J Nicholl 12 12
C R Jump 22
M R Bateman 12 12
P I T Edwards 12 12
A S Holmes 12 11
P R Selway 53
J C Ramage 12 10
Audit Committee
The role of the Audit Committee is documented in its terms of reference which were adopted by the Board of Directors on
31 March 2011.
The purpose of the Committee is to assist the Board in the effective discharge of its responsibilities for corporate
governance, financial reporting, corporate control and risk management. The Audit Committee normally meets at least
twice a year and, amongst other things, reviews the annual report and accounts and interim statements with the external
auditors. The Committee also approves external auditors’ fees and ensures auditors’ independence as well as focusing on
compliance with legal requirements and accounting standards. The ultimate responsibility for reviewing and approving the
annual financial statements and interim statements remains with the Board.
The members of the Audit Committee for 2011 were C J Nicholl (Chairman), J C Ramage, P R Selway (until 30 May 2012)
and A S Holmes (from 30 May 2012). The external auditors, the Chief Executive Officer, Finance Director and other
executives may be invited to the Audit Committee meetings at the discretion of the Committee. 
The Audit Committee met 4 times in 2012.
Remuneration Committee
The role of the Remuneration Committee is documented in its terms of reference which were adopted by the Board of
Directors on 31 March 2011.
The Remuneration Committee meets as required and at least once a year. Its responsibilities include reviewing the
performance of the Executive Directors, setting their remuneration levels, determining the payment of bonuses and other
benefits and considering the grant of options under the Company share option schemes.
The members of the Remuneration Committee for 2012 were J C Ramage (Chairman), C J Nicholl, P R Selway (until
30 May 2012) and A S Holmes (from 30 May 2012). 
The Remuneration Committee met four times in 2012.
Board nominations
The appointment of replacement or additional Directors is the responsibility of the Board as a whole. 
At this stage, it is not considered appropriate for the Company to have a formally constituted Nominations Committee,
however this will be kept under review.
16 Microsaic Systems plc Annual Report and Financial Statements 2012
Corporate governance report (continued) Communications with shareholders
The Board aims to keep shareholders informed of all major developments concerning the Company. Information is
communicated through the following channels:
— The release of announcements, trading updates and interim financial statements through the Regulatory News Service
and on the Company’s website.
— The annual report and financial statements are sent to all registered shareholders.
— Notices of all meetings of shareholders also sent to all registered shareholders.
Microsaic Systems plc Annual Report and Financial Statements 2012 17 We have audited the financial statements of Microsaic Systems plc for the year ended 31 December 2012 on pages 20
to 39. The financial reporting framework that has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRS) as adopted by the European Union as applied in accordance with the provisions of
the Companies Act 2006.
This report is made solely to the Company’s members, as a body, in accordance 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 auditors’ 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.
Respective responsibilities of Directors and auditors
As explained more fully in the Directors’ responsibilities statement set out on page 10, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to
audit and express an opinion on the financial statements in accordance with applicable law and International Standards
on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards
for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have
been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the
Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial
information in the annual report to identify material inconsistencies with the audited financial statements. If we become
aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
— give a true and fair view of the state of affairs of the Company as at 31 December 2012 and of its loss for year then
ended; and 
— have been properly prepared in accordance with IFRS as adopted by the European Union; and
— have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ report for the financial period for which the financial statements are
prepared is consistent with the financial statements.
Emphasis of matter – going concern
In forming our opinion, we have considered the adequacy of the disclosures made in note 3 to the financial statements
concerning the Company’s ability to meet its future working capital needs. In view of the significance of this uncertainty
we consider that it should be drawn to your attention but our opinion is not modified in this respect. 
18 Microsaic Systems plc Annual Report and Financial Statements 2012
Independent auditors’ report to the members of
Microsaic Systems plc Matters on which we are required to report by exception
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, or returns adequate for our audit have not been received from
branches not visited by us; or
— the 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.
Andrew Arnott
Senior Statutory Auditor
For and on behalf of Saffery Champness
Chartered Accountants
Statutory Auditors
Lion House 
Red Lion Street
London WC1R 4GB
12 April 2013
Microsaic Systems plc Annual Report and Financial Statements 2012 19 20 Microsaic Systems plc Annual Report and Financial Statements 2012
Year to Year to
31 December 31 December
2012 2011
Notes £ £
Revenue 5 606,281 267,999
Cost of sales (1,486,490) (1,314,851)
Gross loss (880,209) (1,046,852)
Operating expenses (1,179,516) (1,090,718)
Loss from operations 6 (2,059,725) (2,137,570)
Finance income 7 10,493 28,605
Loss before tax (2,049,232) (2,108,965)
Tax on loss on ordinary activities 8 182,163 209,712
Total comprehensive loss for the year (1,867,069) (1,899,253)
Loss per share attributable to the equity shareholders of the Company
Basic and diluted loss per ordinary share 9 (4.56)p (5.47)p
All operations are continuing operations.
Statement of comprehensive income
For the year ended 31 December 2012
The notes on pages 24 to 39 form part of these financial statements. Microsaic Systems plc Annual Report and Financial Statements 2012 21
Share
Share Share option Retained Total
Notes capital premium reserve earnings equity
£££££
At 1 January 2011 216 4,904,283 828,153 (4,857,333) 875,319
Bonus issue 16 62,323 (62,323) – – –
Capital reduction 16 – (4,841,960) – 4,841,960 –
Shares issued 34,142 3,969,258 – – 4,003,400
Share issue and initial public offering costs – (755,005) – – (755,005)
Share options exercised – – (202,121) 202,121 –
Total comprehensive loss for the year – – – (1,899,253) (1,899,253)
Share based payments – share options – – 21,658 – 21,658
At 31 December 2011 96,681 3,214,253 647,690 (1,712,505) 2,246,119
Shares issued 16 9,668 1,537,231 – – 1,546,899
Share issue costs – (100,074) – – (100,074)
Share options lapsed – – (99,552) 99,552 –
Total comprehensive loss for the year – – – (1,867,069) (1,867,069)
Share based payments – share options – – (48,568) – (48,568)
At 31 December 2012 106,349 4,651,410 499,570 (3,480,022) 1,777,307
Statement of changes in equity
For the year ended 31 December 2012
The notes on pages 24 to 39 form part of these financial statements. 22 Microsaic Systems plc Annual Report and Financial Statements 2012
31 December 31 December
2012 2011
Notes £ £
Assets
Non-current assets
Intangible assets 10 128,885 137,372
Property, plant and equipment 11 84,265 87,494
Total non-current assets 213,150 224,866
Current assets
Inventories 12 190,352 149,125
Trade and other receivables 13 181,529 311,441
Corporation tax receivable 150,000 190,000
Cash and cash equivalents 1,788,579 1,818,319
Total current assets 2,310,460 2,468,885
Total assets 2,523,610 2,693,751
Equity and liabilities
Equity
Share capital 16 106,349 96,681
Share premium 17 4,651,410 3,214,253
Share option reserve 17 499,570 647,690
Retained earnings (3,480,022) (1,712,505)
Total equity 1,777,307 2,246,119
Current liabilities
Trade and other payables 14 746,303 447,632
Total equity and liabilities 2,523,610 2,693,751
The financial statements were approved for issue by the Board on 12 April 2013.
Colin Jump
Chief Executive Officer
Company number 3568010
Statement of financial position
As at 31 December 2012
The notes on pages 24 to 39 form part of these financial statements. Microsaic Systems plc Annual Report and Financial Statements 2012 23
Year to Year to
31 December 31 December
2012 2011
Notes £ £
Loss from operations (2,059,725) (2,137,570)
Amortisation of intangible assets 10 67,169 52,463
Depreciation of property, plant and equipment 11 58,513 55,929
Share based payments (48,568) 21,658
(Increase) in inventories (41,227) (141,818)
Decrease/(Increase) in trade and other receivables 129,912 (127,205)
Increase in trade and other payables 298,671 3,559
Cash used in operations (1,595,255) (2,272,984)
Taxation received 222,163 239,840
Net cash used in operating activities (1,373,092) (2,033,144)
Cash flows from investing activities
Purchases of intangible assets 10 (58,682) (59,893)
Purchases of property, plant and equipment 11 (55,284) (39,856)
Interest received 10,493 28,605
Net cash used in investing activities (103,473) (71,144)
Cash flows from financing activities
Proceeds from share issues 16 1,546,899 4,003,400
Share issue and initial public offering costs (100,074) (755,005)
Net cash from financing activities 1,446,825 3,248,395
Net (decrease)/increase in cash and cash equivalents (29,740) 1,144,107
Cash and cash equivalents at the beginning of the year 1,818,319 674,212
Cash and cash equivalents at the end of the year 1,788,579 1,818,319
Statement of cash flows
For the year ended 31 December 2012
The notes on pages 24 to 39 form part of these financial statements. 24 Microsaic Systems plc Annual Report and Financial Statements 2012
1. Accounting policies
The following principal accounting policies have been used consistently in the preparation of these financial
statements. 
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the
European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
These financial statements have been prepared on the historic cost basis except where financial instruments are
required to be carried at fair value under IFRS. 
Revenue recognition
Revenue represents amounts receivable from the sale of goods and services and from development contracts, net of
value added tax and trade discounts.
Revenue from the sale of goods is recognised when the risks and rewards of ownership of the goods passes to the
customer, which is normally upon delivery.
Revenue from rendering services is recognised in the period in which the service is provided. 
Revenue from development contracts is recognised under the percentage-of-completion method.
Income receivable in respect of government grants is included within revenue and is recognised in the same period as
the related costs.
Segmental reporting
The Company currently has one business segment, being the research, development and commercialisation of
scientific instruments. This is undertaken wholly within the United Kingdom and therefore a segmental analysis of
turnover, profits/losses on ordinary activities before tax and net assets has not been presented. The Company is
managed on the basis of its performance as a whole and not by any segments.
Intangible assets
Trademarks and patents are stated at historic cost of registration less accumulated amortisation and any accumulated
impairment losses. Amortisation is calculated to write off the cost in equal annual instalments over five years, which is
considered to be a prudent estimate of their useful economic lives.
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 – 20% to 33.3% on a straight line basis
Fixtures and fittings – 33.3% on a straight line basis
Pensions
The Company operates a defined contribution retirement benefit scheme for its employees. Contributions are charged
to the statement of comprehensive income in the period they are payable.
Notes to the financial statements
For the year ended 31 December 2012 Microsaic Systems plc Annual Report and Financial Statements 2012 25
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 into their present locations 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.
Taxation
Current taxes are based on the results of the Company and are calculated according to local tax rules, using the tax
rates that have been enacted by the balance sheet date. 
Tax receivable in respect of research and development tax credits is recognised when the decision has been taken to
claim such amounts in cash. Until such a decision is made, the potential tax benefit arising from research and
development expenditure is included in tax losses carried forward.
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.
Government grants
Grants towards revenue expenditure are released to the statement of comprehensive income as the related
expenditure is incurred.
Financial instruments
The Company has adopted both IAS 32 and IAS 39.
Financial assets and financial liabilities are recognised on the Company’s statement of financial position when the
Company becomes a party to the contractual provisions of the instrument.
Cash and cash equivalents
The fair value of cash and cash equivalents is considered to be their carrying amount due to their short term maturity.
Trade receivables
Trade receivables do not carry interest and are stated at their nominal value as reduced by appropriate allowances for
estimated irrecoverable amounts.
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 Company after
deducting all of its liabilities.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded as the proceeds received, net of direct issue costs. Finance
charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an
accrual basis to the statement of comprehensive income using the effective interest method and are added to the
carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 26 Microsaic Systems plc Annual Report and Financial Statements 2012
Notes to the financial statements (continued)
1. Accounting policies (continued)
Financial instruments (continued)
Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
Equity instruments
Equity instruments issued by the Company are recorded at the value of the proceeds received net of direct issue costs.
Leases
Assets obtained under hire purchase contracts and finance leases are capitalised and depreciated over their useful
lives. Obligations under such agreements are included in liabilities net of the finance charges allocated to future
periods.
All other leases are considered operating leases, and the costs of which are expensed on a straight line basis over the
lease term. Rent free periods and other incentives are spread 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 Company intends to complete the intangible asset and use or sell it;
— the Company has the ability to 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 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. Microsaic Systems plc Annual Report and Financial Statements 2012 27
2. Application of new EU endorsed accounting standards, amendments to existing EU endorsed
standards and interpretations
New Standards, amendments and interpretations effective in 2012 and relevant to the Company’s results
None.
New standards, amendments and interpretations effective in 2012 not relevant to the Company’s results or
that do not have a significant impact on the Company’s financial statements, other than additional
disclosures:
IFRS 1 First Time Adoption of International Financial Reporting Standards (revised)
Standard amended to provide guidance for entities emerging from severe hyperinflation and resuming presentation of
IFRS compliant financial statements, or presenting IFRS complaint financial statements for the first time.
Standard amended to remove the fixed date of 1 January 2004 relating to the retrospective application of the
derecognition requirements of IAS 39, and relief for first-time adopters from calculating day 1 gains on transactions
that occurred before the date of adoption.
IFRS 7 Financial Instruments: Disclosures
Amendments require additional disclosure on transfer transactions of financial assets, including the possible effects of
any residual risks that the transferring entity retains. The amendments also require additional disclosures if a
disproportionate amount of transfer transactions are undertaken around the end of a reporting period.
IAS 12 Income Taxes 
This standard has been amended to introduce the rebuttable presumption than an investment property will be
recovered in its entirety through sale.
New Standards, amendments and interpretations not yet effective and relevant to the Company’s results:
IAS 1 Presentation of Financial Statements – Effective for periods beginning on or after 1 July 2012:
New requirements to group together items within other comprehensive income that may be reclassified to the profit or
loss section of the income statement in order to facilitate the assessment of their impact on the overall performance of
an entity.
New Standards, amendments and interpretations not yet effective and not relevant to the Company’s
results or do not have a significant impact on the Company’s financial statements, other than additional
disclosures:
IAS 16 Property, Plant and Equipment – Effective for periods beginning on or after 1 January 2013:
Annual Improvements 2009–2011 Cycle: Amendments to the recognition and classification of servicing equipment.
IAS 19 Employee Benefits – Effective for periods beginning on or after 1 January 2013:
Amendments to the accounting for current and future obligations resulting from the provision of defined benefit plans. 
IAS 27 Consolidated and Separate Financial Statements – Effective for periods beginning on or after 1 January
2013:
Consequential amendments resulting from the issue of IFRS 10, 11 and 12. 
IAS 28 Investments in Associates – Effective for periods beginning on or after 1 January 2013:
Consequential amendments resulting from the issue of IFRS 10, 11 and 12. 
IAS 32 Financial instruments: presentation (revised) – Effective for periods beginning on or after 1 January 2014:
Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set off in accordance with
the accounting standards followed, and the related net credit exposure. This information will help investors understand
the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity’s rights and
obligations.
– Effective for periods beginning on or after 1 January 2013:
Annual Improvements 2009–2011 Cycle: Amendments to clarify the tax effect of distribution to holders of equity
instruments. 28 Microsaic Systems plc Annual Report and Financial Statements 2012
Notes to the financial statements (continued)
2. Application of new EU endorsed accounting standards, amendments to existing EU endorsed
standards and interpretations (continued)
New Standards, amendments and interpretations not yet effective and not relevant to the Company’s
results or do not have a significant impact on the Company’s financial statements, other than additional
disclosures (continued):
IAS 34 Interim Financial Reporting (revised) – Effective for periods beginning on or after 1 January 2013:
Annual Improvements 2009–2011 Cycle: Amendments to improve the disclosures for interim financial reporting and
segment information for total assets and liabilities.
IFRS 1 First-time Adoption of International Financial Reporting Standards (revised) – Effective for periods
beginning on or after 1 January 2013:
Amendments add an exception to the retrospective application of IFRSs to require that first-time adopters apply the
requirements in IFRS 9 Financial Instruments and IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance prospectively to government loans existing at the date of transition to IFRSs.
Annual Improvements 2009–2011 Cycle amendments clarifying the options available to users when repeated
application of IFRS 1 is required and to add relevant disclosure requirements.
Annual Improvements 2009–2011 Cycle amendments to borrowing costs.
IFRS 7 Financial Instruments: Disclosures – Effective for periods beginning on or after 1 January 2013:
Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set off in accordance with
the accounting standards followed, and the related net credit exposure. This information will help investors understand
the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity’s rights and
obligations.
IFRS 9 Financial Instruments – Effective for periods beginning on or after 1 January 2015:
New standard that forms the first part of a three-part project to replace IAS 39 Financial Instruments: Recognition and
Measurement .
IFRS 10 Consolidated Financial Statements – Effective for periods beginning on or after 1 January 2013:
New standard that replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and
IAS 27 Consolidated and Separate Financial Statements. The standard builds on existing principles by identifying the
concept of control as the determining factor in whether an entity should be included within the consolidated financial
statements of the parent company and provides additional guidance to assist in the determination of control where
this is difficult to assess. 
IFRS 11 Joint Arrangements – Effective for periods beginning on or after 1 January 2013:
New standard that deals with the accounting for joint arrangements and focuses on the rights and obligations of the
arrangement, rather than its legal form. The standard requires a single method for accounting for interests in jointly
controlled entities. 
IFRS 12 Disclosure of Interest in Other Entities – Effective for periods beginning on or after 1 January 2013:
New and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint
arrangements, associates, special purpose vehicles and other off balance sheet vehicles. 
IFRS 13 Fair Value Measurement – Effective for periods beginning on or after 1 January 2013:
New guidance on fair value measurement and disclosure requirements. 
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine – Effective for periods beginning on or after
1 January 2013:
Clarifies the requirements for accounting for stripping costs associated with waste removal in surface mining. Microsaic Systems plc Annual Report and Financial Statements 2012 29
3. Going concern
The financial statements have been prepared on a going concern basis, which assumes that sufficient funds will be
available for the Company to continue in operational existence for at least 12 months.
The Company’s business activities together with the factors likely to affect its future development, performance and
position are set out in the business review sections within the annual report. 
The Company has been developing its technologies for the market place and as such has been absorbing funds.
The Company is now in the early commercialisation phase of its development, and the financing of operations in
the future will be from employment of existing cash reserves, revenue from product sales and new funding. 
Although there remain uncertainties associated with both the amount of sales revenue and the availability of
additional funding, after considering these and assessing the business’s prospects, the Directors have a reasonable
expectation that the Company will have access to adequate resources to be able to continue in operational existence
for at least 12 months from the signing of this report, and consequently they continue to adopt the going concern
basis of accounting in preparing the annual financial statements.
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 Company 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 significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are summarised below:
Going concern
The financial statements have been prepared on a going concern basis, which assumes that sufficient funds will be
available for the Company to continue in operational existence for at least 12 months. More details are provided in
note 3.
Revenue recognition 
The revenue recognised from development contracts reflects management’s best estimate about the contract’s
outcome and stage of completion. The Company’s management assesses the contracts at each balance sheet date,
including the costs to completion, which are subject to estimation uncertainty. 
Amortisation of trademarks and patents 
Capitalised costs relating to trademarks and patents are amortised over their estimated useful lives. As the product
development programme is still ongoing and the lifetime of the Company’s intellectual property is difficult to
determine, the Directors have applied a prudent estimate of five years. This assumption is reviewed at each balance
sheet date and amended if required.
Share based payments 
The calculation of the share based payments expense utilises assumptions and estimates (for example volatility, future
exercise rates) which may differ from actual results. Details of the assumptions are set out in note 22.
Research and development tax credits
The Company recognises research and development tax credits receivable in cash as a current asset under the
heading corporation tax receivable. These credits are subject to acceptance by HM Revenue & Customs and the
resulting cash receipt from HM Revenue & Customs may be greater or less than this amount. 30 Microsaic Systems plc Annual Report and Financial Statements 2012
Notes to the financial statements (continued)
5. Revenue
Throughout 2012 the Company operated in one business segment, that of research, development and
commercialisation of scientific instruments. All of the Company’s assets are held in the UK and all of its capital
expenditure arises in the UK. The revenue of the Company for the year has been derived from its principal activity
undertaken in the United Kingdom. Although the Company’s operations are solely in the United Kingdom, some of
the Company’s revenues sourced from other geographic markets and are analysed as follows:
Year to Year to
31 December 31 December
2012 2011
£ £
Northern America 116,556 27,108
United Kingdom and Europe 489,725 240,891
606,281 267,999
Government grants
Included within the Company’s revenue for the year ended 31 December 2012 is £294,580 (2011: £200,090) from
UK Government grants and European grant funded projects.
In 2009 the Company was awarded a grant of up to €360,000 under the European Commission’s 7th Framework
Programme as part of a consortium for a research project. Revenue of £315,645 has been recognised to date as the
Company believes it has fulfilled its practical and administrative obligations under this project. Final project sign-off by
the European Commission was completed in early 2013. 
In 2010 the Company was awarded a grant of up to €964,000 under the European Commission’s 7th Framework
Programme as part of a consortium for a research project. Revenue of £575,087 has been recognised to date as the
Company believes it has fulfilled its practical and administrative obligations under this project and is committed to
fulfilling its future obligations, which are subject to European Commission reviews annually and final project sign-off
in 2013/2014.
6. Expenses by nature
Year to Year to
31 December 31 December
2012 2011
£ £
Loss from operations is stated after charging/(crediting)
Amortisation of intangible assets 67,169 52,463
Depreciation of property, plant and equipment 58,513 55,929
Pension costs 54,755 52,133
Share based payments – equity settled (48,568) 21,658
Operating lease rentals – land and buildings 66,225 69,480
Exchange loss/(gain) 2,618 (28)
Research and development expenditure 1,298,129 1,314,851
Directors’ emoluments 322,505 296,079 Year to Year to
31 December 31 December
2012 2011
£ £
Services provided by the Company’s auditors
Fees payable to the Company’s auditors for the audit of the financial statements 12,000 5,000
Fees payable to the Company’s auditors for other services
– Tax compliance 4,000 2,500
– As reporting accountant for AIM admission – 78,893
– Other 1,250 2,900
17,250 89,293
7. Finance income
Year to Year to
31 December 31 December
2012 2011
£ £
Bank interest 7,313 28,605
Other interest 3,180 –
10,493 28,605
8. Tax on loss on ordinary activities
Year to Year to
31 December 31 December
2012 2011
£ £
Domestic current period tax
UK corporation tax (150,000) (190,000)
Adjustment for prior periods (32,163) (19,712)
Current tax credit (182,163) (209,712)
Deferred tax ––
Tax on loss on ordinary activities (182,163) (209,712)
Factors affecting the current tax credit for the period
Loss before tax (2,049,232) (2,108,965)
Loss before tax multiplied by standard rate of UK corporation tax 
of 20% (2011: 20.25%) (409,846) (427,065)
Effects of:
Non deductible expenses (7,207) 2,659
Depreciation 11,703 11,326
Capital allowances (13,111) (10,661)
Research and development expenditure (4,833) (20,438)
Tax losses carried forward 273,294 254,179
Previous period research and development adjustment (32,163) (19,712)
Current tax credit (182,163) (209,712)
The Company has estimated tax losses of £5,762,000 (2011: £4,396,000) available for carry forward against future
trading profits. A deferred tax asset in respect of these losses has only been recognised to the extent of the deferred
tax liability in respect of accelerated capital allowances (see note 15). 
Microsaic Systems plc Annual Report and Financial Statements 2012 31 9. Basic and diluted loss per ordinary share
Year to Year to
31 December 31 December
2012 2011
£ £
Loss after tax attributable to equity shareholders £(1,867,069) £(1,899,253)
Weighted average number of ordinary 0.25p shares for the purpose of 
basic and diluted loss per share* 40,935,477 34,712,966
Basic and diluted loss per ordinary share (4.56)p (5.47)p
* The weighted average numbers of shares have been adjusted to reflect the bonus issue and share sub-division in April 2011.
Potential ordinary shares are not treated as dilutive as the Company 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.
10. Intangible assets
Intangible assets comprise patents and trademarks owned by the Company. The cost is amortised on a straight line
basis over a five year period as this has been judged as their estimated useful life. 
£
Cost
At 1 January 2012 343,072
Additions 58,682
Disposals (59,590)
At 31 December 2012 342,164
Amortisation
At 1 January 2012 205,700
Charge for the year 67,169
Disposals (59,590)
At 31 December 2012 213,279
Net book value
At 31 December 2012 128,885
At 31 December 2011 137,372
32 Microsaic Systems plc Annual Report and Financial Statements 2012
Notes to the financial statements (continued) 11. Property, plant and equipment
Plant and Fixtures and
equipment fittings Total
£££
Cost
At 1 January 2012 507,540 124,723 632,263
Additions 54,313 971 55,284
Disposals (5,750) (2,200) (7,950)
At 31 December 2012 556,103 123,494 679,597
Depreciation
At 1 January 2012 429,591 115,178 544,769
Charge for the year 53,129 5,384 58,513
Disposals (5,750) (2,200) (7,950)
At 31 December 2012 476,970 118,362 595,332
Net book value
At 31 December 2012 79,133 5,132 84,265
At 31 December 2011 77,949 9,545 87,494
The gross carrying amount of fully depreciated assets still in use at 31 December 2012 is £429,773.
12. Inventories 
Year to Year to
31 December 31 December
2012 2011
£ £
Raw materials 109,133 56,670
Work in progress 66,371 92,455
Finished goods 14,848 –
190,352 149,125
13. Trade and other receivables
Year to Year to
31 December 31 December
2012 2011
£ £
Amounts falling due within one year
Trade receivables 24,000 37,500
Other receivables 127,499 189,715
Other taxes and social security 30,030 84,226
181,529 311,441
Microsaic Systems plc Annual Report and Financial Statements 2012 33 14. Trade and other payables
Year to Year to
31 December 31 December
2012 2011
£ £
Amounts falling due within one year
Trade payables 286,339 176,790
Other taxes and social security 53,756 39,708
Other payables 9,840 8,261
Accruals and deferred income 396,368 222,873
746,303 447,632
15. Provisions
Deferred tax
£
Balance at 1 January and 31 December 2012 –
Deferred taxation provided in the financial statements
31 December 31 December
2012 2011
£ £
Accelerated capital allowances 15,602 15,964
Tax losses carried forward (15,602) (15,964)
––
A deferred tax asset in respect of tax losses has only been recognised to the extent of the deferred tax liability in
respect of accelerated capital allowances.
16. Share capital
Number £
Allotted, called up and fully paid ordinary shares of 0.25p each
Ordinary shares as at 31 December 2011 38,672,500 96,681
Ordinary shares issued for cash in the year 3,867,248 9,668
Ordinary shares as at 31 December 2012 42,539,748 106,349
Following adoption of new articles of association in April 2011, the Company does not have a stated authorised
share capital. Previously the authorised share capital was £100,000 comprising 10,000,000 ordinary shares of 1p
each.
In April 2011 the Company made a bonus issue of 289 ordinary shares of 1p each for each 1p ordinary share held.
Subsequently, each 1p ordinary share was subdivided into four ordinary shares of 0.25p each. The Company has just
this one class of share, with each share carrying one vote and equal rights to discretionary dividends.
The Company issued the following ordinary shares of 0.25p each for cash in the year:
Shares Issue Cash
issued price consideration
Number p £
Placing – June 2012 3,867,248 40 1,546,899
34 Microsaic Systems plc Annual Report and Financial Statements 2012
Notes to the financial statements (continued) 17. Reserves
The share premium account represents the excess over the nominal value for shares allotted, less issue costs. 
The share option reserve represents accumulated charges made under IFRS 2 in respect of share based payments.
18. Operating lease commitments
At the year end the Company had future minimum lease payments under non-cancellable operating leases which fall
due as follows: 
31 December 31 December
2012 2011
£ £
Land and buildings
Within one year 47,557 66,067
Between one and two years – 41,500
47,557 107,567
19. Capital commitments
At the balance sheet date the Company had the following capital commitments. 
31 December 31 December
2012 2011
£ £
Contracted for but not provided in the financial statements – –
20. Directors’ emoluments
Year to Year to
31 December 31 December
2012 2011
£ £
Salaries and fees 282,357 243,343
Other payments 29,025 41,200
Pension costs 11,123 11,536
322,505 296,079
During the year, no options were exercised by the Directors and options over 1,396,191 shares were granted
amongst three Directors. 
In the year to 31 December 2012 two Directors accrued benefits under money purchase retirement benefit schemes
(2011: three).
Further information is provided in the Directors’ remuneration report.
Microsaic Systems plc Annual Report and Financial Statements 2012 35 36 Microsaic Systems plc Annual Report and Financial Statements 2012
Notes to the financial statements (continued)
21. Employees 
Year to Year to
31 December 31 December
2012 2011
Number Number
The average monthly numbers of employees
Directors 7 7
Other staff 24 21
31 28
Year to Year to
31 December 31 December
2012 2011
£ £
Employment costs (including Directors)
Wages and salaries 1,329,969 1,167,320
Social security costs 151,302 135,378
Pension costs 54,755 52,133
Employment related share based payments (48,568) 21,658
1,487,458 1,376,489
The employment related share based payments credit of £48,568 for 2012 is due to the write back of prior year
share based payment charges totalling £81,901 following the exit of staff members from the Company’s share option
schemes. 
22. Share-based payment transactions
The Company operates approved and unapproved share option schemes as a means of encouraging ownership and
aligning interests of staff and shareholders.
Year to 31 December 2012 Year to 31 December 2011
Weighted Weighted
Number of average Number of average
options exercise price options exercise price
Outstanding at the beginning of the year 1,944,025 59.43p 2,601 £392.84
Adjustment for share subdivision – 3,014,559
Total after share subdivision 1,944,025 59.43p 3,017,160 33.86p
Granted during the year 1,984,863 41.21p 136,165 100.67p
Cancelled during the year (616,500) 32.38p (52,200) 0.26p
Exercised during the year – – (1,157,100) 0.29p
Outstanding at 31 December 3,312,388 53.55p 1,944,025 59.43p
Exercisable at 31 December 1,174,757 81.55p 1,117,525 92.55p
In April 2011 the Company made a bonus issue of 289 ordinary shares of 1p each for each 1p ordinary share held
and subsequently, each 1p ordinary share was subdivided into four ordinary shares of 0.25p each. In accordance with
the share option scheme rules, the share options then extant were adjusted in both quantity and exercise price to
reflect this change in share capital. The estimated fair values of the share options were calculated by applying the Black Scholes model. The period of
exercise for all options granted is between one and 10 years from date of grant and the vesting periods last up to five
years from the date of grant. The model inputs were:
Risk Gross
Share free Expected dividend
Date of grant price rate volatility yield
October 2004 £3 5.25% 35% –
March 2006 £3 5.25% 35% –
May 2006 £1,247 5.25% 35% –
February 2008 £1,500 5.25% 35% –
December 2010 £300 1.50% 75% –
April 2011 32p 0.50% 50% –
June 2012 40p 0.50% 33% –
July 2012 42p 0.50% 33% –
December 2012 39p 1.00% 33% –
Number Number
Latest of options of options
Exercise exercise Estimated 31 December 31 December
Date of grant price date fair value 2012 2011
Director and employee share options:
March 2006 0.3p Mar 2012 42.9p – 130,500
March 2006 0.3p Mar 2012 42.9p – 232,000
May 2006 43.1p May 2013 79.5p 116,000 116,000
May 2006 43.1p May 2015 79.5p 116,000 116,000
May 2006 43.1p May 2016 79.5p 116,000 116,000
February 2008 129.3p Feb 2018 26.6p 266,800 382,800
December 2010 25.86p Dec 2020 11.0p 406,000 464,000
July 2012 42.0p Jul 2022 12.1p 590,000 –
December 2012 39.0p Dec 2022 13.6p 1,276,191 –
Advisor share options:
May 2006 100.7p May 2013 54.8p 250,560 250,560
April 2011 100.7p May 2013 1.1p 136,165 136,165
June 2012 100.7p May 2013 1.6p 38,672 –
3,312,388 1,944,025
Microsaic Systems plc Annual Report and Financial Statements 2012 37 23. Financial instruments
The Company’s financial instruments comprise cash and various items such as trade receivables and trade payables
that arise directly from its operations. No trading in financial instruments is undertaken.
The main risks arising from the Company’s financial instruments are liquidity, currency and interest rate. The Board
oversees the management of these risks, which are summarised below.
Liquidity risk
Until the Company becomes cash generative, it is financing its operations by raising equity funding and investing the
proceeds on a short term basis. The Company seeks to manage financial risk to ensure sufficient liquidity to meet
foreseeable requirements and to invest cash profitably and at low risk. 
The Company holds investments in bank deposits as a liquid resource to fund its operations. The Company’s strategy
for managing cash is to maximise interest income whilst ensuring availability to match the profile of the Company’s
expenditure.
Interest rate risk
The Company does not face any significant interest rate risk as it has no borrowings.
Surplus funds are invested to maintain a balance between accessibility of funds and competitive rates of return whilst
investing funds safely.
Credit risk
The Company manages its credit risk in cash and cash equivalents by spreading surplus funds between creditworthy
financial institutions. 
The Company’s is also exposed to credit risk attributable to trade and other receivables. The maximum credit risk in
respect of the financial assets at each period end is represented by the balance outstanding on trade and other
receivables. The Company has limited exposure to credit risk, as the majority of its trade and other receivables are
due from national governmental bodies and major international corporations. 
Foreign currency risk
The Company is based in the United Kingdom and the majority of its costs are denominated in pounds sterling.
The Company has no long term commitments to purchase goods or services in foreign currencies. Purchases
denominated in foreign currency are expensed at the exchange rate prevailing at the date of the transaction, and
comprise an immaterial proportion of the Company’s total expenditure. 
The only assets and liabilities denominated in foreign currencies relate to trade receivables and trade payables with
overseas counterparties together with small balances of US dollar and Euro currencies to settle these liabilities. The
risks and sums involved are considered to be immaterial.
Where a significant transaction in a foreign currency is anticipated with a high degree of certainty, the Company
takes out a forward exchange contract to mitigate the risk of currency fluctuation. No such instruments were held at
31 December 2012.
Fair values
The Directors consider that there is no material difference between the book value and the fair value of the financial
instruments at 31 December 2012 and 31 December 2011.
Capital management
The Company’s capital base comprises equity attributable to shareholders, particularly as represented by cash. As the
Company’s focus has been on establishing itself as a supplier of scientific instruments, the primary objective in
managing cash spend has been to achieve progress on product development and commercialisation in a cost
efficient manner and in managing liquidity risk to ensure the Company continues as a going concern.
38 Microsaic Systems plc Annual Report and Financial Statements 2012
Notes to the financial statements (continued) 24. Related party transactions
The remuneration paid to the Directors is shown in note 20 to the financial statements and in the Directors’ remuneration
report.
There were no other related party transactions.
25. Control
As at 31 December 2012, no individual shareholder had a controlling interest in the Company.
26. Subsequent events
Since the balance sheet date the Company has exercised an option to terminate the lease for its premises. This
decision will give rise to an estimated restoration and dilapidations liability of £50,000 during 2013.
Microsaic Systems plc Annual Report and Financial Statements 2012 39 Microsaic Systems plc
Company number 3568010
Notice is hereby given that the Annual General Meeting of Microsaic Systems plc (the “Company”) shall be held at the
offices of Citigate Dewe Rogerson, 3 London Wall Buildings, London Wall, London EC2M 5SY on 15 May 2013 at
11 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of which resolutions 1 to 6
inclusive shall be proposed as ordinary resolutions and resolution 7 shall be proposed as a special resolution.
Ordinary resolutions
1. THAT the Company’s financial statements for the year ended on 31 December 2012, together with the Directors’
report and auditors’ report thereon, be and are hereby received and considered;
2. THAT upon the recommendation of the Directors, Saffery Champness be and hereby are reappointed as auditors to
the Company, and that the Board be authorised to fix the remuneration of the auditors;
3. THAT Colin Robert Jump be and hereby is re-appointed as a Director of the Company, following his retirement
pursuant to Article 81.1(a) of the of the articles of association of the Company (the “Articles”);
4. THAT Colin James Nicholl be and hereby is re-appointed as a Director of the Company, following his retirement
pursuant to Article 81.1(c) of the Articles;
5. THAT James Cumming Ramage be and hereby is re-appointed as a Director of the Company, following his retirement
pursuant to Article 81.1(c) of the Articles;
6. THAT the Directors be and are hereby generally and unconditionally authorised, in accordance with section 551
of the Companies Act 2006, to exercise all the powers of the Company to allot equity securities (as defined by
section 560 of the Companies Act 2006) up to an aggregate nominal value of £35,449.79, representing one third
of the Company’s issued share capital at the date of this document, provided that this authority shall (unless renewed,
varied or extended by the Company in general meeting) expire on the date which is 15 months after the date on
which this resolution is passed or, if earlier, on the conclusion of the next annual general meeting of the Company,
save that the Company may before such expiry make an offer or agreement which would or might require equity
securities to be allotted after such expiry, and the Directors may allot such equity securities in pursuance of such offer
or agreement as if this authority had not expired, and provided further that this authority shall revoke and replace all
unexercised authorities previously granted to the Directors to allot shares but without prejudice to any allotment of
shares or grant of rights already made, offered or agreed to be made pursuant to such authorities;
Special resolution
7. THAT the Directors be and are hereby empowered, pursuant to section 570 of the Companies Act 2006 Act, to allot
equity securities (as defined by section 560 of the Companies Act 2006) for cash as if section 561(1) of the
Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities pursuant to an offer or issue by way of rights, open offer or other pre-emptive
offer:
(i) to the holders of ordinary shares in the capital of the Company and other person entitled to participate
therein in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise
consider necessary, but subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
and
40 Microsaic Systems plc Annual Report and Financial Statements 2012
Notice of the annual general meeting (b) the allotment (otherwise than pursuant to resolution 7(a) above) of equity securities up to an aggregate nominal
amount of £10,634.94 representing 10% of the Company’s issued share capital at the date of this document,
and such power shall expire (if it has not previously expired by non-fulfilment of conditions) on the date which is
15 months after the date on which this resolution is passed or, if earlier, the conclusion of the Company’s next
annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that
the Company may, before such expiry make offers or agreements which would or might require equity securities
to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or
agreement notwithstanding that the power conferred by this resolution has expired.
provided that this authority revokes and replaces all unexercised powers previously granted to the Directors to allot
equity securities as if section 561(1) of the Companies Act 2006 did not apply but without prejudice to any allotment
of equity securities already made or agreed to be made pursuant to such authorities. 
By order of the Board
Andrew Holmes
Company Secretary
12 April 2013
Explanatory notes to the resolutions proposed at the Annual General Meeting (the “Meeting”) of the Company
to be held at the offices of Citigate Dewe Rogerson, 3 London Wall Buildings, London Wall, London EC2M 5SY
on 15 May 2013 at 11 a.m.
Resolution 1 – The Company is required by its Articles and by the Companies Act 2006 to lay the Directors’ and auditors’
reports and copies of the annual accounts before the Meeting. 
Resolution 2 – This resolution concerns the re-appointment of Saffery Champness (“SC”), recommended by the Directors,
as auditors to the Company. Whilst resolving to reappoint SC as auditors to the Company, the resolution also authorises
the Board to fix the auditors’ remuneration.
Resolutions 3 to 5 – Directors appointed by the Board since the last annual general meeting are required to retire from
office by the Articles of the Company and seek re-appointment at the Meeting. Similarly, a third of the Directors are also
required to retire each year and seek re-appointment at the Meeting. Biographies of the Directors are contained in the
Company’s annual report for the year ended 31 December 2012.
Resolutions 6 and 7 – These resolutions concern the authority of the Directors to allot up to one third of the Company’s
existing issued share capital (including up to 10% as if the statutory pre-emption rights did not apply, so as to raise funds
at short notice).
Please also read the notes below which provide further information in respect of the Meeting.
Registered Office
GMS House
Boundary Road
Woking
Surrey
GU21 5BX
Microsaic Systems plc Annual Report and Financial Statements 2012 41 Notes
Quorum
1. The quorum for the meeting shall be two shareholders present in person or by proxy. If, within 15 minutes from the
appointed time for the meeting, a quorum is not present, then the meeting will stand adjourned to the same day in the
next week (or if that day is a public holiday to the next working day thereafter) at the same time and place or to such
other day, time or place as the Directors may determine and no notice of such adjournment need be given. At an
adjourned meeting, shareholders present in person or by proxy will form a quorum.
Website address
2. Information regarding the meeting is available from www.microsaic.com
Entitlement to attend and vote
3. Only those holders of ordinary shares of £0.0025 each in the capital of the Company (“Shares”) registered on the
Company’s register of members at 11 a.m. on 13 May 2013 shall be entitled to attend and vote at the meeting.
Appointment of proxies
4. Members entitled to attend, speak and vote at the meeting (in accordance with Note 3 above) are entitled to appoint
one or more proxies to attend, speak and vote in their place. If you wish to appoint a proxy please use the form of
proxy enclosed with this document (the “Form of Proxy”). In the case of joint members, only one need sign the Form of
Proxy. The vote of the senior joint member will be accepted to the exclusion of the votes of the other joint members.
For this purpose, seniority will be determined by the order in which the names of the members appear in the register
of members in respect of the joint shareholding. The completion and return of the Form of Proxy will not stop you
attending and voting in person at the meeting should you wish to do so. A proxy need not be a member of the
Company. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to
a different share or shares held by you. If you choose to appoint multiple proxies use a separate copy of this form
(which you may photocopy) for each proxy, and indicate after the proxy’s name the number of shares in relation to
which they are authorised to act (which, in aggregate, should not exceed the number of Shares held by you). Please
also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned
in the same envelope.
5. You can appoint the Chairman of the meeting, or any other person, as your proxy. If you wish to appoint someone
other than the Chairman, cross out the words “the Chairman of the meeting” on the Form of Proxy and insert the full
name of your appointee.
6. You can instruct your proxy how to vote on each resolution by ticking the “For” and “Against” boxes as appropriate
(or entering the number of shares which you are entitled to vote). If you wish to abstain from voting on any resolution
please tick the box which is marked “Vote Withheld”. It should be noted that a vote withheld is not a vote in law and
will not be counted in the calculation of the proportion of votes “For” and “Against” a resolution. 
If you do not indicate on the Form of Proxy how your proxy should vote, he/she can exercise his/her discretion as to
whether, and if how so how, he/she votes on each resolution, as he/she will do in respect of any other business
(including amendments to resolutions) which may properly be conducted at the meeting.
A company incorporated in England and Wales or Northern Ireland should execute the Form of Proxy under its
common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by
a duly authorised officer or attorney whose power of attorney or other authority should be enclosed with the Form of
Proxy.
Appointment of proxy using hard copy form
7. The Form of Proxy and any power of attorney (or a notarially certified copy or office copy thereof) under which it is
executed must be received by Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United
Kingdom at 11 a.m. on 13 May 2013 in respect of the meeting. Any Forms of Proxy received before such time will be
deemed to have been received at such time. In the case of an adjournment, the Form of Proxy must be received by
Capita Registrars no later than 48 hours before the rescheduled meeting.
42 Microsaic Systems plc Annual Report and Financial Statements 2012
Notice of the annual general meeting (continued) On completing the Form of Proxy, sign it and return it to Capita Registrars at the address shown on the reverse of the
Form of Proxy. As postage has been prepaid no stamp is required. You may, if you prefer, return the Form of Proxy in a
sealed envelope to the address shown above.
Termination of proxy appointments
8. In order to revoke a proxy instruction you will need to inform the Company. Please send a signed hard copy notice
clearly stating your intention to revoke your proxy appointment to Capita Registrars at PXS, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, United Kingdom.
In the case of a member which is a company incorporated in England and Wales or Northern Ireland, the revocation
notice must be executed under its common seal or otherwise in accordance with section 44 of the Companies Act
2006 or by signature on its behalf by an officer or attorney whose power of attorney or other authority should be
included with the revocation notice. 
If you attempt to revoke your proxy appointment but the revocation is received after the time of the meeting or the
taking of the vote at which the proxy is used, then, subject to the paragraph directly below, your proxy will remain
valid.
If you submit more than one valid proxy appointment in respect of the same Shares, the appointment received last
before the latest time for receipt of proxies will take precedence.
Completion of a Form of Proxy will not preclude a member from attending and voting in person. If you have
appointed a proxy and attend the meeting in person, your proxy appointment will be automatically terminated.
Issued shares and total voting rights
9. The total number of Shares in issue in the capital of the Company at the date of this notice is 42,539,748 ordinary
shares of £0.0025 each. 
On a vote by a show of hands, every holder of Shares who (being an individual) is present by a person, by proxy or
(being a corporation) is present by a duly authorised representative, not being himself a member, shall have one vote.
On a poll every holder of Shares who is present in person or by proxy shall have one vote for every complete Share
held by him and such proportion of a vote that represents the number of fractions of a Share so held.
Communication
10. Except as provided above, members who have general queries about the Meeting should use the following means of
communication (no other methods of communication will be accepted):
— calling Capita Registrars’ shareholder helpline (lines are open from 9a.m. to 5p.m. Monday to Friday, excluding
public holidays):
(i) From the UK: 0871 664 0300 (calls cost 10p per minute plus network extras);
(ii) From outside the UK: +44 208 639 3399 (calls from outside the UK are charged at applicable international
rates); or
— in writing to Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.
You may not use any electronic address provided either:
— in this notice of meeting; or
— any related documents (including the Form of Proxy for this meeting), to communicate with the Company for any
purposes other than those expressly stated.
Microsaic Systems plc Annual Report and Financial Statements 2012 43 Directors E M Yeatman Chairman
C J Nicholl Deputy Chairman
C R Jump Chief Executive Officer
M R Bateman
P I T Edwards
A S Holmes
J C Ramage
Company Secretary A S Holmes
Company number 3568010
Company website www.microsaic.com
Registered office GMS House
Boundary Road
Woking
Surrey 
GU21 5BX
Auditors Saffery Champness
Chartered Accountants
Lion House
Red Lion Street
London 
WC1R 4GB
Bankers HSBC Bank plc
95 Gloucester Road
London 
SW7 4SX
Solicitors Dorsey & Whitney (Europe) LLP
21 Wilson Street
London 
EC2M 2TD
Nominated adviser and broker Numis Securities Limited
The Stock Exchange Building
10 Paternoster Square
London 
EC4M 7LT
Registrars Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham 
Kent 
BR3 4TU
Financial PR Citigate Dewe Rogerson Limited
3 London Wall Buildings
London Wall
London 
EC2M 5SY
Corporate information and advisors
44 Microsaic Systems plc Annual Report and Financial Statements 2012 Linkway Financial Printers
Typeset & Printed in London (UK) 16180 Microsaic Systems plc
GMS House
Boundary Road
Woking
Surrey  GU21 5BX
UK
T:  +44 (0)1483 751577
F:  +44 (0)1483 757901
E:  info@microsaic.com
W: www.microsaic.com