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Registered number: 08971622









Meridian Bioscience International Limited









Annual Report and Financial Statements

For the Period Ended 31 December 2023

 
Meridian Bioscience International Limited
 
 
Company Information


Directors
A S Kitzmiller 
E Moser (appointed 1 June 2023)




Registered number
08971622



Registered office
16 The Edge Business Centre
Humber Road

London

NW2 6EW




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Railway Road

Stockport

SK1 3GG





 
Meridian Bioscience International Limited
 

Contents



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Balance Sheet
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 28


 
Meridian Bioscience International Limited
 
 
Strategic Report
For the Period Ended 31 December 2023

Introduction
 
The Directors present their Strategic Report for the period ended 31 December 2023.
The group within which the company is a member was acquired during the year, as explained in the notes to the accounts. The new ultimate parent heads a group which prepares its accounts to 31 December, and the company aligned its year end accordingly. The period ended 31 December 2023 was therefore a 15 month period, and is therefore not entirely comparable to the prior period, being 12 months to 30 September 2022.

Business review
 
The company has been set as a holding company for certain trading companies of the group headed by SD Biosensor Inc, previously Meridian Bioscience, Inc. (The 'Meridian Group'). The company is intended to continue to act in this vein in future periods.
The company was formed on 1st April 2014. The company primarily functions as an intermediate holding company within the Meridian Group. The company sets annual business plans for each of the entities it controls as part of the overall Meridian Group planning process. Management of the company continually monitors the trading performance of each of the entities in line with the overall plan to ensure revenue, profit and working capital utilisation goals are met.
During the current period an impairment of £Nil (
2022: £Nil) was recognised in relation to the investments it holds in Meridian Group companies.

Principal risks and uncertainties
 
The Board has a policy of continuous identification and review of key business risks and uncertainties. It oversees the development of processes to ensure that those risks are managed appropriately and operational management are delegated with the task of implementing these processes and reporting to the Board on the outcome. The key risks identified by the Board are as follows:
Dependence of key personnel
The company employs a number of senior professionals, who act as the leadership team. A pro-active succession and development plan is in place to mitigate risk, but the loss of senior executives could affect the future success of the company.
Fluctuations in foreign exchange
The company has exposure to foreign currency movement in a number of currencies, but primarily the Euro and US Dollar. Within the group there is considerable natural hedging provided by the balance of revenue and cost exposure. The company does not therefore currently formally enter into currency hedging transactions. This is kept constantly under review. However, high volatility in currency markets could have a material impact on the performance of the company.
Adverse economic and market conditions
The company is dependent on the profitability of its subsidiaries, which trade throughout Europe and the Middle East. Their profitability is mainly dependent on spending within the healthcare and life science research areas. The company is therefore at risk due to changes in economic and market conditions. This risk is mitigated by the wide geographical spread of where revenues are generated.
The above risks are reviewed by the Board and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible side effects to the company.

Page 1

 
Meridian Bioscience International Limited
 

Strategic Report (continued)
For the Period Ended 31 December 2023

Financial key performance indicators
 
A number of Key Performance Indicators (KPIs) are used by the company in managing and monitoring business performance. The primary driver of the company is investment income from subsidiaries. Subsidiary performance is continually monitored with a focus on Financial KPIs including turnover, gross margins, as well as overall profitability.
Income from subsidiaries amounted to £22,918,469 in the 15 month period (
12 months 2022: £38,822,242).
In addition the company made management recharges to group companies totalling £1,740,478 (
2022: £1,704,781) during the period.

Directors' statement of compliance with duty to promote the success of the Company
 
The directors of the company must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006, which is summarised as follows:
'A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:
- the likely consequences of any decisions in the long-term;
- the interests of the Company's employees;
- the need to foster the Company's business relationships with suppliers, customers and others;
- the impact of the Company's operations on the community and environment;
- the desirability of the Company maintaining a reputation for high standards of the business conduct, and 
- the need to act fairly as between shareholders of the Company.'
As part of their induction, a Director is briefed on their duties and they can access professional advice. 
In the period ended 31 December 2023, the Directors have exercised all their duties, whilst having regard to these and other factors as they managed and governed the Company and Group which it heads.


This report was approved by the board and signed on its behalf.



................................................
A S Kitzmiller
Director

Date: 26 July 2024

Page 2

 
Meridian Bioscience International Limited
 
 
 
Directors' Report
For the Period Ended 31 December 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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, the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting 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 Company will continue in business.

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

Results and dividends

The profit for the period, after taxation, amounted to £22,778,520 (2022 - £39,086,995).

A dividend of £24,350,000 (2022: £38,500,000) was paid during the period.
The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the period were:

A S Kitzmiller 
E Moser (appointed 1 June 2023)
J P Kenny (resigned 30 June 2023)
J D Smith (resigned 31 January 2023)

Page 3

 
Meridian Bioscience International Limited
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2023

Future developments

The strategic focus for 2024 is to create value through the following four pillars:
- Account focus - to focus on top accounts to create consistent growth from the high value customers
-  Customer focus - to provide a seamless customer experience by delivering a high level of customer service which    would help gain competitive advantage
- Operational efficiency - to review processes across the business to reduce cost, wastage and to increase productivity   and efficiency
- Innovative solutions - focus on creating innovative products and to have marketing in place to promote new products  and to generate future demand.

Engagement with suppliers, customers and others

Please see "Directors statement of compliance with duty to promote the success of the company" in the Strategic report.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, Hurst Accountants Limited, were appointed in the year, and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
A S Kitzmiller
Director

Date: 26 July 2024

Page 4

 
Meridian Bioscience International Limited
 
 
 
Independent Auditors' Report to the Members of Meridian Bioscience International Limited
 

Opinion


We have audited the financial statements of Meridian Bioscience International Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 
Meridian Bioscience International Limited
 
 
 
Independent Auditors' Report to the Members of Meridian Bioscience International Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
Meridian Bioscience International Limited
 
 
 
Independent Auditors' Report to the Members of Meridian Bioscience International Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the company operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of local management and parent company management, including whether management    was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge   of any actual, suspected, or alleged fraud. 
• Supporting documentation relating to the Company's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Company operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with laws  and regulations and fraud.
• Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect    irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
 
Page 7

 
Meridian Bioscience International Limited
 
 
 
Independent Auditors' Report to the Members of Meridian Bioscience International Limited (continued)


We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to    identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or   error.
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the    judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Anthony Woodings (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Railway Road
Stockport
SK1 3GG

27 July 2024
Page 8

 
Meridian Bioscience International Limited
 
 
Statement of Comprehensive Income
For the Period Ended 31 December 2023

15 months
31 December
12 months
30 September
2023
2022
Note
£
£

  

Turnover
 4 
1,740,478
1,704,781

Administrative expenses
  
(1,892,530)
(1,380,121)

Operating (loss)/profit
 5 
(152,052)
324,660

Income from fixed assets investments
 8 
22,918,469
38,822,242

Interest receivable and similar income
 9 
12,241
11,215

Interest payable and similar expenses
 10 
-
(9,007)

Profit before tax
  
22,778,658
39,149,110

Tax on profit
 11 
(138)
(62,115)

Profit for the financial period
  
22,778,520
39,086,995

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 28 form part of these financial statements.

Page 9

 
Meridian Bioscience International Limited
Registered number: 08971622

Balance Sheet
As at 31 December 2023

31 December
30 September
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
-
45

Investments
 14 
69,622,103
69,622,103

  
69,622,103
69,622,148

Current assets
  

Debtors: amounts falling due within one year
 15 
660,542
659,277

Cash at bank and in hand
 16 
1,444,718
3,189,544

  
2,105,260
3,848,821

Creditors: amounts falling due within one year
 17 
(172,058)
(344,184)

Net current assets
  
 
 
1,933,202
 
 
3,504,637

  

Net assets
  
71,555,305
73,126,785


Capital and reserves
  

Called up share capital 
 19 
128,861
128,861

Share premium account
 20 
21,884,049
21,884,049

Other reserves
 20 
29,965,950
29,965,950

Profit and loss account
 20 
19,576,445
21,147,925

  
71,555,305
73,126,785


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 July 2024.




................................................
A S Kitzmiller
Director

The notes on pages 12 to 28 form part of these financial statements.

Page 10

 
Meridian Bioscience International Limited
 

Statement of Changes in Equity
For the Period Ended 31 December 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 October 2021
128,861
21,884,049
29,965,950
20,560,930
72,539,790


Comprehensive income for the year

Profit for the year
-
-
-
39,086,995
39,086,995


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(38,500,000)
(38,500,000)



At 1 October 2022
128,861
21,884,049
29,965,950
21,147,925
73,126,785


Comprehensive income for the period

Profit for the period
-
-
-
22,778,520
22,778,520


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(24,350,000)
(24,350,000)


At 31 December 2023
128,861
21,884,049
29,965,950
19,576,445
71,555,305


The notes on pages 12 to 28 form part of these financial statements.

Page 11

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

1.


General information

Meridian Bioscience International Limited is a private company limited by shares and incorporated in England and Wales. The registered office is located at 16 The Edge Business Centre, Humber Road, London, NW2 6EW.
The principal activity of the company for the period under review was that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Meridian Bioscience Inc. as at 31 December 2023 and these financial statements may be obtained from Companies House, as these have been submitted in line with Section 401 of the Companies Act 2006.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 12

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue relates to management charge income from subsidiary companies. Revenue is recognised as it falls due, usually monthly on invoice.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 13

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 14

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Debtors

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

 
2.14

Cash and cash equivalents

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

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 15

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction
Page 16

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The items in the financial statements where these judgements and estimates have been made include:
Valuation of investments
Management assess at each reporting date whether there is an indication that investments are impaired, by reviewing results to date and future budgets and forecasts. If such indication exists, management shall estimate the recoverable amount of the asset and any impairment loss shall be recognised immediately in the Statement of Comprehensive Income. At the period end, impairments held against investments totalled £3,005,417 (2022: £3,005,417).

Page 17

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


15 months
31 December
12 months
30 September
2023
2022
£
£

Other revenue
8,628
-

Management charges made to group companies
1,731,850
1,704,781

1,740,478
1,704,781


Analysis of turnover by country of destination:

15 months
31 December
12 months
30 September
2023
2022
£
£

United Kingdom
8,628
-

Rest of the world
1,731,850
1,704,781

1,740,478
1,704,781



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

15 months
31 December
12 months
30 September
2023
2022
£
£

Exchange differences
178,342
(259,272)

Other operating lease rentals
1,013
-

Page 18

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

6.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors and their associates:


15 months
31 December
12 months
30 September
2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
5,000
33,750

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
4,750
7,500


The audit for the 12 months ended 30 September 2022 was completed by the company's previous auditor.




Page 19

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

7.


Employees

Staff costs were as follows:


15 months
31 December
12 months
30 September
2023
2022
£
£

Wages and salaries
1,074,184
983,478

Social security costs
130,125
128,214

Cost of defined contribution scheme
66,724
56,623

1,271,033
1,168,315


The average monthly number of employees, including the directors, during the period was as follows:


       15 months
     31 December
       12 months
     30 September
        2023
        2022
            No.
            No.







Management
2
2



Sales and Marketing
2
2



Administration
5
6

9
10

The directors of the Company received no remuneration during the period.  All directors are remunerated by other companies in the group.


8.


Income from investments

15 months
31 December
12 months
30 September
2023
2022
£
£





Dividends received from group entities
22,918,469
38,822,242


Page 20

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

9.


Interest receivable

15 months
31 December
12 months
30 September
2023
2022
£
£


Other interest receivable
12,241
11,215


10.


Interest payable and similar expenses

15 months
31 December
12 months
30 September
2023
2022
£
£


Bank interest payable
-
9,007


11.


Taxation


15 months
31 December
12 months
30 September
2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
62,508


-
62,508


Total current tax
-
62,508

Deferred tax


Origination and reversal of timing differences
138
(231)

Changes to tax rates
-
(162)

Total deferred tax
138
(393)


Tax on profit
138
62,115
Page 21

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023
 
11.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 22.6% (2022 - 19%). The differences are explained below:

15 months
31 December
12 months
30 September
2023
2022
£
£


Profit on ordinary activities before tax
22,778,658
39,149,110


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.6% (2022 - 19%)
5,147,977
7,438,331

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
135

Adjustments to tax charge in respect of prior periods
-
205

Group relief
35,186
-

Other differences leading to an increase (decrease) in the tax charge
2,480
-

Remeasurement of deferred tax for changes in tax rates
-
(162)

Deferred tax movement
-
(168)

Income not taxable for tax purposes
(5,185,505)
(7,376,226)

Total tax charge for the period/year
138
62,115


12.


Dividends

31 December
30 September
2023
2022
£
£


Dividends paid
24,350,000
38,500,000

Page 22

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

13.


Tangible fixed assets







Computer equipment

£



Cost


At 1 October 2022
30,703



At 31 December 2023

30,703



Depreciation


At 1 October 2022
30,658


Charge for the period on owned assets
45



At 31 December 2023

30,703



Net book value



At 31 December 2023
-



At 30 September 2022
45

Page 23

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

14.


Fixed asset investments








Investments in subsidiary companies

£



Cost


At 1 October 2022
72,627,520



At 31 December 2023

72,627,520



Impairment


At 1 October 2022
3,005,417



At 31 December 2023

3,005,417



Net book value



At 31 December 2023
69,622,103



At 30 September 2022
69,622,103

Page 24

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Meridian Bioscience Europe Srl
Via dell'industria no 7, 20020 Villa Cortese, Italy
Ordinary
100%
Meridian Bioscience Europe SA
Avenue du Japon 2, 1420 Braine l'Alleud, Belgium
Ordinary
100%
Bioline Reagents Limited
16 The Edge Business Centre, Humber Road, London, NW2 6EW, UK
Ordinary
100%
Bioline GMBH
IM Biotechnologiepark, TGZ 2 D-1493, Luckenwalde, Germany
Ordinary
100%
Meridian Bioscience UK Limited
16 The Edge Business Centre, Humber Road, London, NW2 6EW, UK
Ordinary
100%
Meridian Bioscience Israel Holding Ltd
4 Ha 'Maavan St. Modiin, 7177872, Israel
Ordinary
100%

Security
The company's investment in Meridian Bioscience Israel Holding Limited has been offered as security for the Group's new credit facility scheme, entered into by its ultimate parent on behalf of the group, with effect from 31 January 2023. Please see note 21 for further information.


15.


Debtors

31 December
30 September
2023
2022
£
£


Amounts owed by group undertakings
619,930
583,751

Other debtors
4,530
39,200

Prepayments and accrued income
35,544
35,650

Deferred taxation
538
676

660,542
659,277


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Page 25

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

16.


Cash and cash equivalents

31 December
30 September
2023
2022
£
£

Cash at bank and in hand
1,444,718
3,189,544



17.


Creditors: Amounts falling due within one year

31 December
30 September
2023
2022
£
£

Amounts owed to group undertakings
36,935
59,222

Corporation tax
1,476
62,615

Other taxation and social security
45,309
44,554

Other creditors
45,697
11,684

Accruals and deferred income
42,641
166,109

172,058
344,184


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.


18.


Deferred taxation






2023


£






At beginning of year
676


Charged to profit or loss
(138)



At end of year
538

The deferred tax asset is made up as follows:

31 December
30 September
2023
2022
£
£


Accelerated capital allowances
538
(11)

Other timing differences
-
687

538
676

Page 26

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

19.


Share capital

31 December
30 September
2023
2022
£
£
Allotted, called up and fully paid



128,861 (2022 - 128,861) Ordinary shares shares of £1.00 each
128,861
128,861



20.


Reserves

Share premium account

Represents the premium paid over nominal value of shares.

Other reserves

This represents a capital contribution towards the acquisition by the company of Meridian Bioscience Holding Israel Limited, which is a parent to Meridian Bioscience Israel Limited.

Profit and loss account

The profit and loss account records retained profits and accumulated losses, less dividends paid. 


21.


Contingent liabilities

On 31 January 2023, the company's immediate parent, Meridian Bioscience Inc, was acquired by SD Biosensor Inc., a company incorporated in the Republic of Korea, as described in note 23.
With effect from the same date, the company, and various members of the group of which it is a member, entered into security arrangements on a term loan credit agreement and a revolving credit facility ("the debt arrangements"). As part of these security arrangements, the company's subsidiaries have been pledged as security on the liabilities arising out of the debt arrangements. Therefore, if the group were to be in breach of its covenants on the debt arrangements, there is a possibility that the company may need to surrender its ownership of the subsidiary.
At the year end, management have confirmed that there is no indication that the group is in breach of its covenants and there is no immediate concern as to the ownership of the subsidiary.


22.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £66,724 (2022: £56,623) . Contributions totalling £34,029 (2022: £Nil) were payable to the fund at the balance sheet date and are included in creditors.

Page 27

 
Meridian Bioscience International Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2023

23.


Controlling party

The immediate parent company is Meridian Bioscience Inc., a company incorporated in the United States of America, by virtue of its 100% holding of the voting share capital.
The smallest group within which the results of the company are included is that headed by Meridian Bioscience Inc.. The address of Meridian Bioscience Inc. is 3471 River Hills Drive, Cincinnati, OH 45244, United States of America.
The ultimate parent undertaking and controlling entity is SD Biosensor Inc., a company incorporated in the Republic of Korea (South Korea) and is the largest group within which the results of the company are included. The address of SD Biosensor Inc. is C-4&5 Floor, 16, Deogyeong-daero 1556beon-gil, Yeongtong-gu, Suwon-si, Gyeonggi-do, 16690, Republic of Korea.

 
Page 28