Profile WRc Group: Driven by the needs of its customers and the challenges they face

Enables both regulators and utilities to become more efficient and effective

Delivers results from research

Provides innovative and sustainable solutions that are easy to implement

Brings together consortia of European expertise and funders to solve new and unusual challenges

Acts with a high degree of integrity and confidentiality to remain trustworthy in the eyes of our customers and staff

Attracts exceptional people and is supportive of them achieving their full potential

Helps our customers to be successful and shares in that success

Has over 80 years' experience in the international water and waste field

WRc Corporate Responsibility Statement We take our Corporate Responsibility seriously and are committed to making it an integral part of whatever we do:

in the work we undertake for our customers and through involvement in key strategic projects that benefit the environment, assist customers fulfil their legal obligations and those to their customers;

by making WRc “The Place to Work” by investing in the wellbeing of our employees and providing opportunities for them to fulfil their own aspirations;

through minimising our impact on the environment and running our business operations responsibly and effectively;

in our relationships with the local, national and international communities in which we operate.

Our Corporate Responsibility Policy has buy-in from our staff and influences our way of thinking and our approach to everything we do.

This is an ongoing process and we will continuously strive to improve and set ourselves new challenges. You can learn more on our website (www.wrcplc.co.uk)

09 10

Contents Chairman’s Message 1

Directors’ Report 2

Statement of Directors’ responsibility 5

Independent auditors’ report to the members of WRc plc 6

Consolidated Profit and Loss Account for the Year Ended 31 March 2010 7

Consolidated Balance Sheet as at 31 March 2010 8

Company Balance Sheet as at 31 March 2010 9

Consolidated Cash Flow Statement for the Year Ended 31 March 2010 10

Note of Consolidated Historical Cost Profits and Losses for the Year Ended 31 March 2010 11

Consolidated statement of Total Recognised Gains and Losses for the Year Ended 31 March 2010 11

Notes to the Financial Statements 12

1

Chairman’s Message During the financial year ending March 31, 2010, WRc encountered some of the most difficult trading conditions in the Company’s twenty-year history as a shareholder-owned enterprise. The global recession continued with little relief and, in addition, WRc’s water company clients were confronted with a new five-year regulatory regime requiring unprecedented levels of cost-cutting. As a result, WRc’s consultancy revenues contracted by approximately 22%. Despite a voluntary 12.5% salary sacrifice by staff and other cost-cutting actions, the extremely diminished revenue level pushed the consultancy business into a loss-making position for the second year running. Supplementary pension costs – that is, payments over and above current service – totaled more than 10% of net earnings, and without those costs, the consultancy business would have earned a small profit. Fortunately for the Group as a whole, the Oakdale testing business recovered splendidly from the change in arrangements with its largest client, and turned in another strong performance, thereby reducing the operating loss at Group level to just below break-even. By year-end, the Company concluded a transaction transferring a further 50% interest in the Oakdale business to its joint venture partner, NSF. This will provide Swindon with an important cash infusion. In addition, NSF plans to integrate Oakdale with other international activities, thereby raising Oakdale’s profit and increasing the value of WRc’s remaining interest. Looking forward to the coming financial year, the salary sacrifice initiated in 2009 will remain in effect and costs have been further reduced through a voluntary leavers programme. The Board believes that these steps will protect the financial integrity of the Company and support a return to profitability as business conditions improve. That said, the ongoing burden of supplementary pension expenses will continue to weigh on WRc’s financial performance without a substantial improvement in revenue and/or without finding some way to reduce those costs. John Merrill Chairman 23rd August 2010

2

Directors’ Report 2009/10Principal Activities WRc is an innovative, research-based group, providing consultancy in the water, waste and environment sectors. We have nearly 200 staff with skills in engineering, science, environmental, social and financial fields and with an expertise built from over 80 years of national and international work. WRc assists governments and regulatory bodies in creating soundly based regulation. We also help organisations impacted by regulation (particularly water utilities, their suppliers, local authorities, and waste operators) to optimise operational efficiency and minimise risk. WRc has a strong research and development base and a proven track record of delivering quality-assured, innovative and technologically robust projects around the world. Results and Dividend Profit after taxation was £287,000 (2009: £1,002,000). The Directors have not recommended the payment of a dividend. Business Review The business uses a number of Key Performance Indicators (KPIs) to evaluate progress. The productivity of our employees is an important factor and is measured in turnover per employee. The accounts are prepared using accounting standards FRS 17 Retirement Benefits and FRS 20 Share Based. To gauge underlying performance the operating profit before the FRS 17 and FRS 20 adjustments is another KPI.

The KPIs for 2009/10 are as follows: 2010

2009

Group turnover Number of employees Turnover per employee

£10,401,000

188 _________

£55,324

_________

£12,700,000

207 _________

£61,352

_________

Group Operating Profit before non recurring items FRS 17 Transactions* Pre FRS 17 Group Operating (Loss) / Profit

£366,000

(£566,000)

_________

(£200,000)

£495,000

(£522,000)

_________

(£27,000)

FRS 20 Transactions Underlying Group Operating (Loss) / Profit

(£53,000) _________

(£253,000) _________

£307,000 _________

£280,000 _________

* Excess of contributions over FRS 17 current service cost. In terms of risk the Group has exposure to the regulated water sector in the UK and environmental public sector in both the UK and Europe. A strategy of key account development is intended to mitigate this exposure through better understanding of customer needs. WRc-NSF performed well with operating profit increasing over the previous year. During the year WRc plc reduced its interest in WRc-NSF to 25% by selling a 50% stake to its JV partner, NSF International. This gave rise to an exceptional profit of £1.36 million. WRc plc’s other JV partner Cognica offers services to Severn Trent Water and other clients in the water, and construction sectors for the delivery of electronic information related to the operation and maintenance of their asset bases.

3

Cognica exceeded its full year budget though new orders for delivery in future years were impacted by the recession.

WRc disposed of its entire shareholding in Cynnovation during the year. Board of Directors The Directors who served during the year were: John Merrill - Non Executive Chairman Ron Chapman Tony Griffiths Roberto Zocchi - Non Executive In line with normal practice, the Company provides indemnity insurance for Directors and Officers in relation to their duties on behalf of the Group. In accordance with the Company's Articles of Association, there is no automatic re-election of Directors. All Directors are subject to re-election, with one third retiring by rotation each year. Directors’ Interests in Shares The Directors’ interests in ‘A’ Ordinary shares of the Company are: 31.3.10 31.3.09

John Merrill 31,000 31,000 Ron Chapman 33,397 32,510 Tony Griffiths 10,197 10,020 Roberto Zocchi 75 75

Share Options In pursuance of its objective to increase employee share ownership, the Board continued to operate the Share Incentive Plan Scheme and Equity Management Incentive Schemes to enable employees to acquire shares in a tax efficient way. Payment of Creditors The Company aims to pay suppliers in accordance with agreed terms. In 2010 the average creditor balance represented 47 days of purchases (2009: 45 days).

Employees The Company has retained its Investors in People status. Staff are recruited and promoted on an equal opportunity basis, without regard for gender, partnership status, race, creed or disability. The Board regularly reviews reports on Health and Safety issues which remain a high priority. Share Capital The share capital is 580,000 A Ordinary Shares. Employee Benefit Trust Shares are held by the Employee Benefit Trust for the benefit of employees. The maximum number of shares held by the Employee Benefit Trust was 84,636 shares with a nominal value of £84,636 and representing approximately 14.6% of the issued capital. At 31 March 2010 the Employee Benefit Trust held 79,887 shares with a nominal value of £79,887 and representing approximately 13.8% of the issued capital at that date (580,000 shares). Share Incentive Plan (SIP) Trust The Company’s SIP Scheme offers a tax efficient way for employees to acquire WRc shares. Dutybound Limited is the corporate trustee for both the SIP Trust and the Employee Benefit Trust. Shares are held by the SIP Trust on behalf of employees who have purchased WRc shares or acquired free WRc shares under the SIP Scheme. In the year a total of 337 free SIP shares were issued to Cognica employees based on company performance during the year. At 31 March 2010 the SIP Trust held 44,734 shares representing approximately 8% of the issued capital at that date (580,000 shares). Research and Development The amount spent on internally funded research in 2010 was £31,000 (2009: £42,000). Charitable Donations The Company provides ongoing support to Water Aid, the UK charity funding basic water services for the developing world. Local charities also receive donations from time to time. The

4

aggregate value of charitable donations in the year was £1,527 (2009: £3,143). Accountability and Audit The Board conducts regular reviews of the Group's performance against its business plan and annual operating budget. The Board retains authority for the key strategic, financial and investment decisions of the Company. After reviewing the Group's business plans and forecasts, the cash resources available and investment plans, the Directors have a reasonable expectation that the Group will have adequate resources to continue its operations for the foreseeable future. They have therefore continued to adopt the going concern basis in preparing the financial statements. The Board has overall responsibility for the Company's system of internal financial control, which is designed to set consistent standards to protect against material error and loss, and to provide reasonable assurance that exceptions are identified and dealt with promptly and appropriately. No such system can provide absolute assurance against material error or loss. The Company's review of its system of financial controls extends to operational, compliance and risk management and the Board is satisfied with the reliability of financial reporting and the safeguarding of assets. Auditors In accordance with section 489 of the Companies Act 2006, a resolution for the reappointment of KPMG LLP as auditors of the Company is to be proposed at the forthcoming Annual General meeting

Disclosure of Information to Auditors The Directors who held office at the date of approval of this Directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. By Order of the Board Karen McLintock Company Secretary 23rd August 2010

5

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS

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

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the group and parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

6

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF WRC PLC

We have audited the financial statements of WRc plc for the year ended 31st March 2010 set out on pages 7 to 26.The financial reporting framework that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice). This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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 5, 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 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 (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's web-site at www.frc.org.uk/apb/scope/UKNP.

Opinion on financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31st March 2010 and of the group's profit for the year then ended;

• have been properly prepared in accordance with UK Generally Accepted Accounting Practice; 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 year for which the financial statements are prepared is consistent with the financial statements.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit. A C Antonius (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 100 Temple Street Bristol BS1 6AG 23rd August 2010

7

Consolidated Profit and Loss Account for the Year Ended 31 March 2010 Notes

2010 £000

2009 £000

Turnover: group and share of joint ventures Less: share of joint ventures' turnover

10,872

(471) ———

13,244

(544) ———

Group turnover 2 10,401 12,700 Staff costs Direct costs Other operating charges Depreciation Other operating income

3

4 13 5

(6,375) (1,663) (2,250)

(480) 501 ———

(7,953) (2,001) (2,294)

(520) 1,731

——— Group operating profit 134 1,663

Adjusted operating profit before non recurring item Non recurring item Group operating profit

5

366 (232)

——— 134

495 1,168

——— 1,663

Share of operating profit in: Joint ventures Associates

41 12

———

77 -

——— Total operating profit

187 1,740

Exceptional item 6 1,361 219 Income from other fixed asset investments Dividend receivable - 178 Net interest (payable)/receivable Group Joint ventures

7 (48)

1

(8) 10

Other finance expenses 8 (1,748) ———

(528) ———

(Loss)/Profit on ordinary activities before taxation

(247) 1,611

Tax on profit on ordinary activities 9 534 ———

(609) ———

Profit on ordinary activities after taxation

287 1,002

Minority interests 10 (85) ———

(96) ———

Profit for the financial year 21 202 ———

906 ———

Basic profit per share Diluted profit per share

11 11

40.2p 34.8p

180.8p 156.2p

The Company is exempt under S408 of the Companies Act 2006 from the requirement to present its own profit and loss. The profit after tax of the Company is included in note 11 of these accounts. The notes on pages 12 to 26 form part of these financial statements.

8

Consolidated Balance Sheet as at 31 March 2010 Notes

2010 £000

2010 £000

2009 £000

2009 £000

Fixed Assets Tangible assets Investments Investments in joint ventures – gross assets – gross liabilities Investment in associates

13 14

535 (369)

———

4,470

166 319

——— 4,955

549 (339)

———

5,244

210 (12)

——— 5,442

Current Assets Debtors Cash at bank and in hand

15 2,845 1,924

——— 4,769

3,486 2,078

——— 5,564

Creditors: Amounts falling due within one year

16

(2,180) ———

(3,465) ———

Net current assets 2,589 ———

2,099 ———

Total assets less current liabilities 7,544 7,541 Creditors: Amounts falling due after more than one year

17

(759)

(889)

Provisions for liabilities 18 (335) ———

(375) ———

Net assets excluding pension liability 6,450 6,277

Defined benefit pension liability 26 (20,218) ———

(10,940) ———

Net liabilities (13,768) ———

(4,663) ———

Capital and reserves Called up share capital Capital redemption reserve Share premium account Revaluation reserve Other reserves Profit and loss account Shareholders' deficit Minority shareholders' equity interest

19 20 20 20 20 20

580 420

1,562 498 446

(17,274) ———

(13,768)

- ———

(13,768) ———

580 420

1,562 504 446

(8,806) ——— (5,294)

631

——— (4,663)

——— These financial statements were approved by the board of Directors on 23rd August 2010 and were signed on its behalf by: John Merrill - Chairman Ron Chapman - Chief Executive The notes on pages 12 to 26 form part of these financial statements.

9

Company Balance Sheet as at 31 March 2010 Notes

2010 £000

2010 £000

2009 £000

2009 £000

Fixed Assets

Tangible assets Investments

13 14

4,470 735

——— 5,205

4,762 1,285

——— 6,047

Current Assets

Debtors Cash at bank and in hand

15 2,907 1,923

——— 4,830

3,142 -

——— 3,142

Creditors: Amounts falling due within one year

16

(2,648) ———

(3,557) ———

Net current assets 2,182 ———

(415) ———

Total assets less current liabilities

7,387 5,632

Creditors: Amounts falling due after more than one year

17

(759)

(889)

Provisions for liabilities 18 (335) ———

(332) ———

Net assets excluding pension liability

6,293 4,411

Defined benefit pension liability 26 (20,218) ———

(10,940) ———

Net liabilities (13,925) ———

(6,529) ———

Capital and reserves

Called up share capital Capital redemption reserve Share premium account Revaluation reserve Other reserves Profit and loss account Shareholders' deficit

19 20

20 20 20

580 420

1,562 498 416

(17,401) ———

(13,925) ———

580 420

1,562 504 416

(10,011) ——— (6,529) ———

These financial statements were approved by the board of Directors on 23rd August 2010 and were signed on its behalf by: John Merrill - Chairman Ron Chapman - Chief Executive The notes on pages 12 to 26 form part of these financial statements.

10

Consolidated Cash Flow Statement for the Year Ended 31 March 2010

Notes 2010 £000

2010 £000

2009 £000

2009 £000

Net cash (outflow) / inflow from operating activities

22 (163) 1,943

Dividends received from joint ventures & associates

75 178

Returns on investments and servicing of finance Interest received Interest paid

4 (52)

———

63 (71)

———

Net cash outflow from returns on investments and servicing of finance

(48)

(8)

Taxation Tax paid

(224) ———

(762) ———

Net cash outflow from taxation (224)

(762)

Capital expenditure and financial investment Payments to acquire tangible fixed assets Receipts from sales of tangible fixed assets Net proceeds of sale of investment

(89) 64

602 ———

(528) 8 -

———

Net cash outflow from capital expenditure and financial investment

577

———

(520)

——— Net cash inflow before financing

217 831

Financing Purchase and cancellation of own shares Purchase of shares by EBT Repayment of bank loans

-

(248) (123)

———

(494) (129) (95)

———

Net cash outflow from financing

(371) ———

(718) ———

Net (decrease) / increase in cash 23 (154) ———

113 ———

The notes on pages 12 to 26 form part of these financial statements.

11

Note of Consolidated Historical Cost Profits and Losses for the Year Ended 31 March 2010

2010 £000

2009 £000

Reported profit on ordinary activities before taxation

(172)

1,611

Difference between the historical cost depreciation charge and the actual depreciation charge for the year calculated on the revalued amount

6 ———

6 ———

Historical cost profit on ordinary activities before taxation

(166)

———

1,617

——— Historical cost profit for the year retained after taxation, minority interests and dividends

208 ———

912 ———

Consolidated statement of Total Recognised Gains and Losses for the Year Ended 31 March 2010

Notes 2010 £000

2009 £000

Profit for the financial year

202 906

Actuarial (loss) recognised in the pension scheme

26 (11,705) (14,768)

Deferred tax on actuarial loss in the pension scheme 3,277 4,126 Total recognised gains and losses relating to the financial year

——— (8,226) ———

——— (9,736) ———

The notes on pages 12 to 26 form part of these financial statements.

12

Notes to the Financial Statements 1. ACCOUNTING POLICIES A summary of the significant accounting policies adopted by the Group and consistently applied is set out below. (a) Basis of accounting - The accounts of the Group are prepared under the historical cost convention, as

modified by the revaluation of the freehold and long leasehold property, and in accordance with the Companies Act 1985 and applicable accounting standards. The accounts have been prepared on a going concern basis.

(b) Consolidation - The consolidated accounts include the accounts of WRc plc and its subsidiary undertakings. Unless otherwise stated, the acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal. An associate is an undertaking in which the Group has a long term interest, usually for 20% to 50% of the equity voting rights, and over which it exercises significant influence. The Group's share of the profits less losses of associates and joint ventures is included in the consolidated profit and loss account and its interest in the net assets of joint ventures is included in the consolidated balance sheet.

(c) Turnover - Turnover, which excludes value added tax, represents the sales of services and products to customers. For long-term contracts, turnover is recognised by reference to the total sales value and estimated stage of completion of the contract. The amount of profit attributable to the stage of completion of a long term contract is recognised on a straight line basis. Turnover for such contracts represents the estimated value of work executed during the year, which excludes VAT.

(d) Tangible Fixed assets - These are held at modified historic cost, in accordance with the transition arrangements provided under FRS 15.

(e) Depreciation - Tangible fixed assets with a cost in excess of £2,000 and an effective life of three years or more are capitalised and the provision for depreciation is calculated on the cost or valuation, less residual value, in order to write off such amounts in equal instalments over their estimated effective lives, which are as follows: Land Not depreciated Buildings - freehold 50 years Buildings - short leasehold Over the length of lease Fixed plant 10 years Other plant, equipment and operating software 3 to 4 years Research plant 3 to 10 years Intangible assets 5 years

(f) Stock - Publication stock is stated at the lower of cost and net realisable value.

(g) Amounts recoverable on contracts - These are stated at net cost, plus profit attributable, less foreseeable losses. Net cost comprise cumulative direct labour, direct costs and attributable overheads.

(h) Payments on account - Progress payments received and receivable in excess of amounts transferred to turnover are included in creditors as payments on account to the extent that they exceed the value of amounts recoverable on contracts on a contract by contract basis.

(i) Deferred taxation - Deferred tax is recognised without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19.

(j) Patent costs - The costs of registering patents are written off in the period in which they are incurred.

(k) Foreign currencies i) Balances denominated in foreign currencies are translated at the rate of exchange ruling at the

balance sheet date. Transactions denominated in foreign currencies are recorded at the rate ruling at the date of the transaction. Differences on exchange are taken to the profit and loss account.

ii) The results and assets and liabilities of all overseas investments are translated at the closing rate for the period. Exchange differences arising from the retranslation of the opening net investment are recorded as a movement in reserves.

13

(l) Research and development - Research plant is classified as a fixed asset and depreciated in accordance with the Group's depreciation policy. All other research and development costs are written off in the period in which they are incurred except to the extent that they relate to amounts recoverable on contracts and are included therein.

(m) Pension accounting policy - The Group operates a pension scheme providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the Group. Pension scheme assets are measured using market values. Pension scheme liabilities are measured using a projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability. The pension scheme deficit is recognised in full. The movement in the scheme deficit is split between operating charges, finance items and, in the statement of total recognised gains and losses, actuarial gains and losses.

The Group also operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The amount charged to the profit and loss account represents the contributions payable to the scheme in respect of the accounting period.

(n) Operating leases - The annual payments under operating leases are charged to the profit and loss account as incurred.

(o) Finance leases - Assets held under finance leases are capitalised and depreciated over their effective lives. The net obligations outstanding are recorded as a liability. The interest element of rental obligations is charged to the profit and loss account over the period of the lease in proportion to the balance of capital repayments outstanding.

(p) Goodwill - Purchased goodwill arising on consolidation in respect of acquisitions before I April 1998, when FRS 10 was adopted, was written off to reserves in the year of acquisition. In the Company's financial statements, investments in subsidiary undertakings, associates, and joint ventures are stated at cost less amounts written off.

(q) Employee Benefit Trust - The WRc Employee Benefit Trust ("the EBT") is governed by a trust deed and has the object of ensuring that shares in WRc plc are acquired and held by the trustee, Dutybound Limited, for the benefit of employees, either by sale or the grant of share options, so that employees have an interest in the business of the Company. In accordance with FRS 5, the assets and liabilities of the EBT are consolidated into the Group balance sheet, and the surplus or deficit of the EBT is included in the Group profit and loss account. In accordance with UITF 38 the cost of shares held are deducted from distributable reserves. Dividends received by the EBT are shown as sundry income to the Group.

(r) Share Based Payment - The Company has a share option scheme which is open to Directors and members of the senior management team. Options vest on the date of grant and expire ten years after the date of grant. There are no performance conditions attaching to the exercise of the options. The fair value of the options granted is measured using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted. The options are considered as cash-settled share based payment transactions, the fair value of the amount payable to the employee is recognised as an expense with a corresponding increase in liabilities. The liability is revalued at each balance sheet date and settlement date with any changes to fair value being recognised in the profit and loss account.

2. SEGMENTAL ANALYSIS

2010 £000

2009 £000

All turnover arises from one class of business

Geographical analysis - by destination United Kingdom Rest of Europe Americas Middle and Far East, and Africa

8,018 1,524

314 545

——— 10,401 ———

9,905 1,768

430 597

——— 12,700 ———

No material operating profits are generated outside the UK. No material net assets are held outside the UK.

14

3. STAFF NUMBER AND COSTS Group 2010

Number

Group 2009

Number

Company 2010

Number

Company 2009

Number The average number of persons, including Directors, employed by the Group during the year was as follows: Scientists, engineers and technicians Indirect staff Management

152 21 15

——— 188

———

168 23 16

——— 207

———

121 20 12

——— 153

———

132 21 13

——— 166

———

Group 2010 £000

Group 2009 £000

Company 2010 £000

Company 2009 £000

The aggregate payroll costs of these persons were as follows: Wages and salaries Social security costs Pension costs Share based payments (see Note 28)

5,336 462 630 (53)

——— 6,375

———

6,450 587 609 307

——— 7,953

———

4,375 373 510 (53)

——— 5,205

———

5,243 472 513 307

——— 6,535

——— The total emoluments of Directors, charged before arriving at profit on ordinary activities, were: Total Pension Costs

Name Salary/Fees

£000 Benefits in kind

£000 2010 £000

2009 £000

2010 £000

2009 £000

John Merrill (Chairman) 32 - 32 36 - - Ron Chapman 112 1 113 123 7 7 Tony Griffiths 72 1 73 80 4 4 Roberto Zocchi 14 - 14 13 - - Total 2010 Total 2009

——— 230

———

——— 2

———

——— 232

———

——— 311

———

——— 11

———

——— 11

——— 4. OTHER OPERATING CHARGES

2010 £000

2009 £000

Included in other operating charges are: Operating lease rentals - plant and machinery 53 80 - other 78 78 Equipment hire - plant and machinery 43 44 - other 17 41 Exchange profit / (loss) 14 (74) Patent costs 12 15 R&D expenditure 31 42 Auditors Remuneration: Audit of the Group annual accounts 40 40 Amounts payable to auditors: Audit of financial statements of subsidiaries Other services relating to : Taxation Pension scheme Other services

5

17 - 1

5

19 11 15

15

5. OTHER OPERATING INCOME

2010 £000

2009 £000

Rent receivable 119 122 Royalties 43 133 Other income Non recurring item - Sale of overseas rights to Sahara leak detection system - Restructuring costs Total other operating cost

571 -

(232) ———

501 ———

308 1,168

- ——— 1,731

——— 6. EXCEPTIONAL ITEM

2010 £000

2009 £000

Gain on disposal of 5% investment in LaboratoRI Spa - 219 LaboratoRI SpA is majority owned by ACEA SpA. The 5% investment in LaboratoRI SpA were exchanged for 45,000 WRc plc shares owned by ACEA SpA. Gain on disposal of 50% investment in WRc-NSF Ltd 1,361 - WRc plc sold a 50% stake in WRc-NSF Ltd to its JV partner, NSFInternational. ———

1,361 ———

——— 219

——— 7. NET INTEREST PAYABLE

2010 £000

2009 £000

Group Interest payable on bank loans and overdrafts falling due within five years (38) (43) Interests payable on other loans (14)

——— (28)

——— Gross interest payable (52) (71) Interest receivable 4

——— 63

——— Net Group interest payable (48)

——— (8)

——— Joint Ventures Interest receivable 1

——— 10

——— 8. OTHER FINANCE EXPENSES

2010 £000

2009 £000

Interest on pension scheme liabilities 1,748 528 ———

———

16

9. TAX ON PROFIT ON ORDINARY ACTIVITIES

2010 £000

2009 £000

The tax charge is based on the taxable profit for the year and comprises: Current tax: Corporation tax – group – joint ventures

(207) 10

542 26

Adjustment related to prior year Corporation Tax Overseas tax suffered

- (2)

———

6 11

——— Total current tax (199)

——— 585

——— Deferred tax: Timing differences 10 19 Adjustments in respect of prior period (14)

——— 5

——— Total deferred tax (note 18) (4)

——— 24 ———

Deferred tax on movement in FRS 17 liability (331) - ——— ——— Total tax on ordinary activities (534) 609 ——— ——— The current tax charge can be reconciled to the UK standard rate of Corporation tax as follows: (Loss) / profit on ordinary activities before taxation (247) 1,611 ——— ——— (Loss) / profit on ordinary activities at standard rate of corporation tax in the UK of 28% (2009: 28%)

(69) 453

Permanent timing differences 71 128 Capital allowances in excess of depreciation (9) 1 Short term timing differences (1) (19) Prior period adjustments (2) 6 Overseas tax rates - 11 Share based payments (15) 86 Utilisation / no relief for losses (1) - Non taxable income (376) (61) S419 Liability - (3) Schedule 23 deductions (128) (13) Schedule 4AA deduction - (4) FRS17 pension charge in excess of contributions 331 - ——— ——— Total current tax (199) 585 ——— ——— 10. MINORITY INTERESTS

Minority interests represent the minority shareholder’s interest in the net assets of WRc-NSF Limited. 11. EARNINGS PER SHARE Earnings per share has been calculated as follows:

2010 £000

2009 £000

Profit on ordinary activities after taxation and minority interests 202 906 Shares Shares Weighted average ordinary shares in issue during the year 580,000 580,000 Less: weighted average number of shares held by the Employee Benefit Trust (77,484)

————— (78,987)

————— 502,516

————— 501,013

————— Basic earnings per share – pence Diluted earnings per share – pence

40.2 34.8

180.8 156.2

The dilution relates to shares held in the EBT some of which are subject to options.

17

12. COMPANY PROFIT/LOSS FOR THE YEAR

In accordance with Section 480 of the Companies Act 2006, these accounts do not include the profit and loss account of the Company. The profit after tax of the Company included in these accounts amounted to £1,280,000 (2009: profit £402,000). 13. TANGIBLE ASSETS Buildings Land

Freehold £000

Freehold £000

Short Leasehold

£000

Plant & Equipment

£000 Total £000

The Group Cost 1 April 2009 1,717 3,728 317 4,927 10,689 Additions at cost - - - 89 89 Disposals - - (317) (1,877) (2,194) ———— ———— ———— ———— ———— 31 March 2010 1,717

———— 3,728

———— -

———— 3,139

———— 8,584

————

Depreciation 1 April 2009 - 1,149 159 4,137 5,445 On disposals - - (176) (1,635) (1,811) Charge for the year - 154 17 309 480 ———— ———— ———— ———— ———— 31 March 2010 -

———— 1,303

———— -

———— 2,811

———— 4,114

————

Net book value 31 March 2010 1,717 2,425 - 328 4,470 31 March 2009 1,717 2,579 158 790 5,244

The Company Cost 1 April 2009 1,717 3,728 - 3,131 8,576 Additions at cost - - - 89 89 Disposals - - - (82) (82) ———— ———— ———— ———— ———— 31 March 2010 1,717

———— 3,728

———— -

———— 3,138

———— 8,583

————

Depreciation 1 April 2009 - 1,149

- 2,665

3,814

On disposals - - - (82) (82) Charge for the year - 154 - 227 381 ———— ———— ———— ———— ———— 31 March 2010 -

———— 1,303

———— -

———— 2,810

———— 4,113

————

Net book value 31 March 2010 1,717 2,425 - 328 4,470 31 March 2009 1,717 2,579 - 466 4,762

The depreciation charge for the year includes £Nil (2009: £Nil) related to finance leases. An independent professional valuation of the freehold land and buildings at Swindon, at £4,500,000, was approved by the Directors on 24 June 1999. This valuation was adopted as deemed cost under the transitional rules of FRS15. The Net book value of assets held under leases at 31 March 10 was £Nil (2009: £Nil).

Original historical cost of the Swindon property is as follows:

£000

Cost 2,755 Depreciation (1,051) ———— Net book value 1,704

————

18

14. INVESTMENTS Shares

in Group undertakings

£000

Interests in joint

ventures £000

Interests in

associates £000

Total £000

The Group 1 April 2009 - 210 (12) 198 Shares of retained profit/loss

-

31

331

362

Dividends received - (75) - (75) ———— ———— ———— ———— 31 March 2010 -

———— 166

———— 319

———— 485

————

The Company 1 April 2009 1,185 100 - 1,285 Disposals (825) - - (825) Additions - - 275 275 ———— ———— ———— ———— 31 March 2010 360

———— 100

———— 275

———— 735

————

Details of subsidiaries and associated undertakings are set out on the back page. 15. DEBTORS The Group The Company

2010 £000

2009 £000

2010 £000

2009 £000

Trade debtors 1,542 2,364 1,551 1893 Amounts recoverable on contracts 637 916 637 916 Amounts owed by subsidiary undertakings - - - 51 Amounts owed by associate undertakings 57 - 110 - Corporation tax 493 54 493 148 Other debtors 26 45 26 44 Prepayments 90

——— 107

——— 90

——— 90

——— 2,845 3,486 2,907 3,142 ——— ——— ——— ——— 16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR The Group The Company

2010 £000

2009 £000

2010 £000

2009 £000

Bank overdraft - - - 72 Bank loan 108 101 108 101 Payments in advance 357 428 357 428 Trade creditors 199 289 189 219 Amounts owed to subsidiary undertakings - - 478 480 Social security and other taxes 398 552 398 458 Other creditors 23 35 23 34 Accruals and deferred income 1,092 1,344 1,092 1,049 Share based payments 3

——— 716

——— 3

——— 716

——— 2,180 3,465 2,648 3,557 ——— ——— ——— ——— The bank overdraft facility and the loans are secured by a fixed and floating charge on the assets of the Company, with cross-guarantees with all UK subsidiaries. Interest on the overdraft is payable at 2% over base rate.

19

17. CREDITORS: OTHER AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

The Group The Company

2010 £000

2009 £000

2010 £000

2009 £000

Bank loans 415 545 415 545 Unsecured loan stock 344

——— 344

——— 344

——— 344

——— 759

——— 889

——— 759

——— 889

——— The Company entered into a ten year term loan in November 2004. The loan attracts interest at 2.125% over base rate. The unsecured loan stock is held by shareholders who previously held 'B' ordinary shares. The loan stock will be redeemed on 31 March 2014, although it may be redeemed sooner by agreement, or in the event of an offer being made for all the share capital of the Company, or on a listing of that capital on a recognised Stock Exchange. Due as follows: The Group The Company

2010 £000

2009 £000

2010 £000

2009 £000

Less than one year 108 101 108 101 Within one-two years 105 107 105 107 Within two-five years 310 361 310 361 More than 5 years 344

——— 421

——— 344

——— 421

——— 867 990 867 990 ——— ——— ——— ——— 18. PROVISIONS FOR LIABILITIES Deferred

taxation £000

The Group 1 April 2009 375 Deferred tax relating to disposal of subsidiary (36) Credit for the year (note 9) (4) 31 March 2010

——— 335

——— The Company 1 April 2009 332 Charge for the year 3 31 March 2010

——— 335

——— The amounts provided for deferred taxation for both the Group and the Company are set out below: The Group The Company

2010 £000

2009 £000

2010 £000

2009 £000

Provided Accelerated capital allowances 396 418 396 375 Short term timing differences (61)

——— (43)

——— (61)

——— (43)

——— 335 375 335 332 ——— ——— ——— ——— There were no amounts unprovided for.

20

19. SHARE CAPITAL The authorised share capital of the Company consists of 1,250,000 £1 ‘A’ shares (2009: 1,250,000 £1 ‘A’ shares). The issued share capital is 580,000 £1 ‘A’ shares (2009: 580,000 £1 ‘A’ shares). 20. RESERVES Capital

redemption reserve

£000

Share premium account

£000

Revaluation reserve

£000

Other reserves

£000

Profit and loss account

£000 Total £000

The Group 1 April 2009 420 1,562 504 446 (8,806) (5,874) Movement in shares held in the EBT - - - - (248) (248) Profit for the year - - - - 202 202 Transfers - - (6) - 6 - Actuarial loss recognised in pension scheme (net of tax) - - - - (8,428) (8,428) ——— ——— ——— ——— ——— ——— 31 March 2010 420 1,562 498 446 (17,274) (14,348) ——— ——— ——— ——— ——— ——— The Company 1 April 2009 420 1,562 504 416 (10,011) (7,109) Movement in shares held in the EBT - - - - (248) (248) Profit for the year - - - - 1,280 1,280 Transfers - - (6) - 6 - Actuarial loss recognised in pension scheme (net of tax) - - - - (8,428) (8,428) ——— ——— ——— ——— ——— ——— 31 March 2010 420 1,562 498 416 (17,401) (14,505) ——— ——— ——— ——— ——— ——— Revaluation and other reserves are not distributable. The revaluation reserve all relates to property. 21. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS DEFICIT The Group 2010

£000 2009 £000

Profit for the financial year 202 906 Other recognised gains & losses relating to year (net of tax) (8,428) (10,642) Purchase and cancellation of own shares - (797) Movement in shares held in the EBT (248)

——— (129)

——— Net reduction in shareholders funds (8,474) (10,662) Opening shareholders’ deficit (5,294)

——— 5,368

——— Closing shareholders’ deficit (13,768) (5,294) ——— ———

21

22. NET CASH INFLOW FROM OPERATING ACTIVITIES The Group 2010

£000 2009 £000

Operating profit 134 1,663 Depreciation 480 520 Decrease in debtors 1,080 1,318 Decrease in creditors (1,237) (1,343) Decrease in stock - 9 Difference between FRS 17 current service cost and contributions paid (567) (531) Share based payment (credit)/expense (53)

——— 307 ———

Net cash inflow from operating activities (163) 1,943 ——— ——— 23. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET SURPLUS / (DEBT) 2010

£000 2009 £000

Net (decrease) / increase in cash (154) 113 Repayment of bank and other loans 123

——— 95

——— Movement in net surplus in the year (31) 208 Net surplus at beginning of year 1,088

——— 880

——— Net surplus at end of year 1,057 1,088 ——— ——— ANALYSIS OF NET SURPLUS

At 1 April 2009 £000

Cash flow changes

£000

At 31 March 2010 £000

Cash at bank 2,078 (154) 1,924 Bank loan (646) 123 (523) Loan stock (344)

——— -

——— (344)

——— Net surplus 1,088 (31) 1,057 ——— ——— ——— 24. FUTURE CAPITAL EXPENDITURE The Group The Company

2010 £000

2009 £000

2010 £000

2009 £000

Contracted but not provided for 1 25 1 10 ——— ——— ——— ———

22

25. COMMITMENTS UNDER OPERATING LEASES

As at 31 March 2010 amounts payable in the year to 31 March 2011 under non-cancellable operating leases are as follows: The Group The Company

2010 £000

2009 £000

2010 £000

2009 £000

Buildings Over five years - 78 - - Other One year 15 3 15 3 Two to five years inclusive 7

——— 72

——— 7

——— 42

——— 22

——— 153

——— 22

——— 45

——— 26. PENSION SCHEME

The Company participates in the Water Associated Employers Pension Scheme (WAEPS). The scheme had an actuarial valuation carried out effective 31 March 2007. Because the defined benefit scheme is closed to new employees, the valuation basis used was the attained age method. The WAEPS scheme operates both a defined benefit and a defined contribution money purchase arrangement. The valuation of the defined benefit scheme at 31 March 2007 was carried out by the scheme actuary, Hymans Robertson. It disclosed assets of £75.3 million, and liabilities of £82.7 million to give a deficit of £7.4 million. As a consequence of the defined benefit arrangements not being offered to new employees, the future level of contributions can fall if existing members leave the Company. Recognising this possibility of declining contributions, the Company agreed with Hymans Robertson that, from 6 April 2009, it will make a fixed annual contribution of £707,000 per annum. This represents around 29% of the pensionable pay of the scheme members at that date. Employees will continue to contribute 6% of salary for the most common categories of membership. The contribution to the defined contribution money purchase scheme was £87,000 (2009: £83,000). Contributions outstanding at year end were £7,000 (2009: £6,000). Under FRS 17 the assets and liabilities of the defined benefit pension scheme are included on the balance sheet of the Company. The current service cost and financing income/expense are included in the profit and loss account of the period to which they relate. Actuarial gains and losses are included in the statement of total recognised gains and losses. The latest triennial valuation was updated for FRS 17 purposes to 31 March 2010 by a qualified independent actuary (Hymans Robertson). The valuation was carried out on the projected unit method, under which the current service cost will increase as the scheme members approach retirement. The principal actuarial assumptions used in the FRS 17 valuation of the scheme were as follows: Actuarial assumptions In assessing the status of the pension fund at 31 March 2010, the following assumptions have been made, in accordance with the recommendation of the scheme actuary:

2010 2009 2008 % % % Discount rate 5.60 6.70 6.90 Rate of increase in salary 3.80 3.30 3.50 Rate of increase of pensions in payment 3.80 3.30 3.50 Rate of increase in deferred pensions 3.80 3.30 3.50 Assumed rate of inflation 3.80 3.30 3.50

23

Assets of the scheme and expected rates of return Having taken advice from the actuary, the Company has set the following expected rate of return on the assets of the scheme: 2010

Expected rate of return

% pa

2010 Market

value of assets

£000

2009 Expected

rate of return % pa

2009 Market

value of assets

£000

2008 Expected

rate of return % pa

2008 Market

value of assets £000

Equities 7.6 37,832 7.0 27,262 7.0 35,420 Corporate Bonds 5.5 12,804 4.8 11,519 6.9 11,003 Government Bonds

4.5 13,231 4.0 13,300 4.5 15,768

Property 5.8 6,966 4.9 4,513 7.0 6,639 Currency 7.6 1,458 7.0 1,594 - - Cash 0.5 254

———— 0.5 1,187

———— 5.3 2,711

———— Total 72,545 59,375 71,541 Estimated liabilities

(100,625) ————

(74,569) ————

(71,970) ————

Deficit in scheme (28,080) (15,194) (429) Deferred tax asset 7,862

———— 4,254

———— 128

———— Net pension liability recognised in balance sheet

(20,218) ————

(10,940) ————

(301) ————

Analysis of amount charged to operating profit 2010

£000 2009 £000

Current service cost 156 174 ———— ————

Analysis of amount charged to other finance expense 2010

£000 2009 £000

Expected return on pension scheme assets (3,149) (4,359) Interest on pension scheme liabilities 4,897 4,887 Expenses -

———— -

———— Total finance charge 1,748

———— 528

———— Analysis of amount recognised in statement of total recognised gains and losses (STRGL) 2010

£000 2009 £000

Actuarial gains / (losses) on plan assets 12,401 (14,793) Actuarial (losses) / gain on obligations (24,106) 25 ———— ———— Actuarial losses in pension scheme (11,705)

———— (14,768)

————

24

Reconciliation of defined benefit obligation 2010

£000 2009 £000

Opening defined benefit obligations 74,569 71,970 Current service cost 156 174 Interest costs 4,897 4,880 Contribution by plan participants 160 190 Actuarial losses / (gains) 24,106 207 Benefits paid (3,263)

———— (2,852)

———— Closing defined benefit obligation 100,625 74,569 ———— ———— Reconciliation of fair value of plan assets 2010

£000 2009 £000

Opening fair value of scheme assets 59,375 71,541 Expected return on assets 3,149 4,352 Contributions by scheme participants 160 190 Contributions by the employer 723 705 Actuarial losses 12,401 (14,561) Benefits (including expenses paid) (3,263)

———— (2,852)

———— Closing fair value of scheme assets 72,545 59,375 ———— ———— WRc plc expects to contribute £740,000 to its benefit pension plans in the period ended 31 March 2010 The major categories of plan assets as a percentage of total plan assets are as follows 2010 2009 Equities 52% 46% Corporate bonds 18% 19% Bonds 18% 22% Property 10% 8% Cash 0% 2% Currency 2% 3%

25

Fair value of plan assets Present value of defined benefit obligations Deficit Experience adjustments on scheme assets Amounts Percentage of scheme assets Experience adjustment on scheme liabilities Amount % of present value of scheme liabilities Total actuarial gain / (losses) on obligation Amount % of present value of scheme liabilities

2010 £000

72,545

(100,625)

———— (28,080) ————

12,401 17.1%

499 0.5%

(24,106) (24.0%)

2009 £000

59,375

(74,569)

———— (15,194) ————

(14,561) (24.5%)

(234) (0.3%)

(207) (0.3%)

2008 £000

71,541

(71,970)

————

(429) ————

(5,916) (8.3%)

19 (0.0%)

12,599 17.5%

2007 £000

75,365

(82,722)

————

(7,357) ————

(1,507) (2.0%)

6,345 7.7%

7,544 9.1%

2006 £000

74,540

(88,086)

————(13,546)

————

8,03810.8%

(554)(0.6%)

8,417(9.6%)

This disclosure has been prepared using tables PMA92 and PFA92. An adjustment was also made to allow for future mortality improvements by making allowance for the medium cohort effect. The resulting assumed life expectancy for a male member currently age 65 is 22.1 years. For a male member currently age 50, the life expectancy once they reach 65 is assumed to be 22.9 years. 28. SHARE BASED PAYMENTS The Company has a share option scheme which is open to Directors and members of the senior management team. Options vest on the date of grant and expire ten years after the date of the grant. There are no performance conditions attaching to the exercise of the options. Option Scheme (Exercise Price)

Options outstanding at

start of year

Granted during year

Exercised during year

Lapsed during year

Forfeited during year

Options outstanding

& exercisable at the end

of the year 2005 Grant (£2.88) 30,000 - 30,000 - - - 2006 Grant (£2.88) 37,311 - 37,311 - - - 2006 Grant (£3.03) 24,430 - 24,430 - - - 2007 Grant (£5.97) 3,561 3,561 - - - 2008 Grant (£6.72) 8,905 8,905 - - - 2009 Grant (£10.16) 261 - - - - 261 2010 Grant (£9.79) - 202 - - - 202 ———— ———— ———— ———— ———— ———— Total 104,468 202 104,207 - - 463 ———— ———— ———— ———— ———— ———— Weighted average exercise price

£3.37

£10.00

Weighted average contractual life remaining

6.8 years

8.4 years

The estimate of the fair value of the services received is measured based on the Black-Scholes formula, a financial model used to calculate the fair value of shares and share options. The options are considered as being cash-settled share based payment transactions.

26

For the year ended 31 March 2010 the Group recognised a credit of £53,000 (2009: £307,000 expense) in respect of outstanding share option awards. The carrying amount of liabilities was £3,000 as at 31 March 2010 (2009: £716,000). The fair values and assumptions to calculate this expense are set out below. 24

September 2008

Grant

31 July

2009 Grant

Fair value £5.08 £4.90 Share price £10.16 £9.79 Exercise price £10.16 £9.79 Expected volatility 20.0% 20.0% Option life 30 months 48 months Dividend yield 0.0% 0.0% Risk free interest rate

2.0% 2.0%

The expected volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information.

27

DIRECTORY OF SUBSIDIARIES AND ASSOCIATED UNDERTAKINGS Company Principal

activity Shares held Proportion of

Shares held Country of

incorporation and registration

Subsidiary undertakings

The following represents the subsidiaries which are consolidated within the Group accounts.

Dutybound Limited Corporate Trustee

2 ordinary £1 shares

100% Great Britain

Water Research Centre Limited Dormant 452 ordinary shares of £1

100% Great Britain

WRc Aqua Limited Dormant 50,000 ordinary shares of £1

100% Great Britain

WRc Evaluation and Testing Centre Limited

Dormant 22,960 ordinary shares of £1

100% Great Britain

WRc Waste Research Limited Non Profit Environmental

Body

2 ordinary shares of £1

100% Great Britain

Associated undertakings, joint ventures and investments Cognica Limited Multimedia

Products 100,001

ordinary shares of £1

50% Great Britain

WRc-NSF Limited Testing and Laboratory

Services

412,500 ‘A’ £1 ordinary shares and 550,000 ‘C’

£1 ordinary shares

25% Great Britain

Buildcert Limited Certification Services

51 ordinary shares of £1

25% Great Britain

Meter Logik Limited Meter Performance

Diagnosis

2,250 ordinary shares of

£0.444

5% Great Britain

All subsidiary and associated undertakings operate in their country of incorporation.

HEAD OFFICE WRc plc SWINDON

Frankland Road, Blagrove Swindon, Wilts, SN5 8YF

Tel: +44 1793 865000 Fax: +44 1793 865001 Email: solutions@wrcplc.co.uk

WRc-NSF Limited

Unit 30 Fern Close, Pen-y-Fan Industrial Estate, Oakdale, Gwent, NP11 3EH

Tel: +44 1495 236260 Fax: +44 1495 249234 Email: info@wrcnsf.com

COGNICA Limited Frankland Road, Blagrove, Swindon, Wilts, SN5 8YF

Tel: +44 1793 864600 Fax: +441793 864650 Email: sales@cognica.com

WRc BRUSSELS Chaussee de Louvain, 484,

5004 Namur, Belgium Tel +32 4 9431 6932 Fax: 32 81 215900 Email: anne.gendebien@wrcplc.co.uk

URL http://www.wrcplc.co.uk