REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
FOR |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
FOR |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Independent Auditor's Report | 5 |
Income Statement | 8 |
Other Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD |
COMPANY INFORMATION |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
DIRECTORS: |
SECRETARIES: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITOR: |
Statutory Auditor |
Citypoint |
65 Haymarket Terrace |
Edinburgh, UK |
EH12 5HD |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
STRATEGIC REPORT |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
The directors present their strategic report for the period 9 May 2022 to 31 May 2023. |
PRINCIPAL ACTIVITY |
The company is a non-trading holding company. |
REVIEW OF THE BUSINESS |
During the period, the company issues 999,999 ordinary shares at a premium of £237.89 per share to acquire two subsidiaries, Neogen Food Safety UK Holdings Ltd and Neogen Food Safety Switzerland GmbH. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company is a non-trading, intermediate holding company. Its risks and uncertainties are derived from its subsidiary companies as described below: |
The subsidiaries operate in an innovative and competitive global market. The subsidiaries manage the risks associated with that market with a commitment to: |
Innovation and product improvement |
Expanding its product and service range |
Retaining existing customers and acquiring new ones |
Management of margins and costs; and |
Maintaining a skilled and efficient workforce |
The principal risks facing the subsidiaries business are: |
Disruption to supply chain |
Changing raw material prices |
Loss of customers due to external market factors |
Being unable to retain and attract skilled and efficient employees |
ON BEHALF OF THE BOARD: |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
The directors present their report with the financial statements of the company for the period 9 May 2022 to 31 May 2023. |
INCORPORATION |
The company was incorporated on 9 May 2022 and passed a special resolution on 20 October 2022 changing its name from |
DIVIDENDS |
No dividends will be distributed for the period ended 31 May 2023. |
DIRECTORS |
The directors who have held office during the period from 9 May 2022 to the date of this report are as follows: |
The directors who were in office at the date the financial statements were approved are detailed on page 1. |
All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditor is unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditor is aware of that information. |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
AUDITOR |
The auditor, BDO LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD |
Disclaimer of opinion on the financial statements |
We do not express an opinion on the accompanying financial statements of the Company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. |
We were engaged to audit the financial statements of Neogen Food Safety Euro Holdings Ltd ("the Company") for the period 9 May 2022 to 31 May 2023 which comprise the income statement, other comprehensive income statement, the balance sheet, the statement of changes in equity and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). |
Basis for disclaimer of opinion |
The Company's investments are carried at cost in the Balance sheet which represents 100% of the Company's assets as at 31 May 2023. We were unable to obtain sufficient appropriate audit evidence on the recoverability of the Investments which are included in the Balance Sheet at £238,889,762 because the directors were unable to provide the supporting evidence required. We were unable to satisfy ourselves by alternative means concerning this balance by using other audit procedures. |
As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of the recorded or unrecorded investment and the elements making up the income statement, other comprehensive Income statement, balance sheet and statement of changes in equity. |
Other Companies Act 2006 reporting |
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion whether, based on the work undertaken in the course of the audit: |
- the information given in the Strategic Report and the Report of the Directors for the financial period for |
which the financial statements are prepared is consistent with the financial statements; and |
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable |
legal requirements. |
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
Arising from the limitation of our work referred to above: |
- we have not obtained all the information and explanations that we considered necessary for the purpose |
of our audit; and |
- we were unable to determine whether adequate accounting records have been kept. |
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: |
- 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. |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD |
Responsibilities of Directors |
As explained more fully in the Statement of Directors' Responsibilities, 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. |
Auditor's responsibilities for the audit of the financial statements |
Our responsibility is to conduct an audit of the Company's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report. |
However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. |
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. |
Extent to which the audit was capable of detecting irregularities, including fraud |
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: |
Non-compliance with laws and regulations |
Based on: |
- Our understanding of the Company and the industry in which it operates; |
- Discussion with management and those charged with governance; and |
- Obtaining and understanding of the Company's policies and procedures regarding compliance |
with laws and regulations. |
we considered the significant laws and regulations to be the applicable accounting framework and UK tax legislation and the Companies Act 2006. |
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation. |
Our procedures in respect of the above included: |
- Review of minutes of meeting of those charged with governance for any instances of non-compliance |
with laws and regulations; |
- Review of correspondence with tax authorities for any instances of non-compliance with laws and |
regulations; |
- Review of financial statement disclosures and agreeing to supporting documentation; and |
- Review of legal expenditure accounts to understand the nature of expenditure incurred. |
Fraud |
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: |
- Enquiry with management and those charged with governance regarding any known or suspected |
instances of fraud; |
- Obtaining an understanding of the Company's policies and procedures relating to: |
o Detecting and responding to the risks of fraud; and |
o Internal controls established to mitigate risks related to fraud. |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD |
- Review of minutes of meeting of those charged with governance for any known or suspected instances |
of fraud; |
- Discussion amongst the engagement team as to how and where fraud might occur in the financial |
statements; and |
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate |
risks of material misstatement due to fraud. |
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and revenue recognition. |
Our procedures in respect of the above included: |
- Testing a sample of journal entries throughout the period, which met a defined risk criteria, by agreeing |
to supporting documentation; |
- Assessing significant estimates made by management for bias; and |
- Carrying out detailed testing, on a sample basis, of revenue transactions which occurred around the |
period end to ensure that revenue was recognised in the correct period. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. In addition, the extent to which the audit was capable of detecting irregularities, including fraud was limited by the matter described in the Basis for disclaimer of opinion section of our report. |
Use of our report |
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
Edinburgh, UK |
BDO LLP is a limited liability partnership registered in England and Wales (with |
registered number OC305127) |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
INCOME STATEMENT |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
Notes | £ |
TURNOVER |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit | 4 |
PROFIT FOR THE FINANCIAL PERIOD |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
Notes | £ |
PROFIT FOR THE PERIOD |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
BALANCE SHEET |
31 MAY 2023 |
Notes | £ |
FIXED ASSETS |
Investments | 5 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 6 |
Share premium | 7 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - |
Balance at 31 May 2023 |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
1. | ACCOUNTING POLICIES |
General information and basis of presentation |
Neogen Food Safety Euro Holdings Limited is a private limited company, limited by shares, registered in England and Wales. The address of its registered office and company number is given in the company information on page 1 of these financial statement and the nature of the company's operations and principal activities are set out in the strategic report. |
The financial statements have been prepared in accordance with the applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
The financial statements have been prepared in pounds sterling which is the functional currency of the company, rounded to the nearest pound. |
The significant accounting policies applied in the preparation of these financial statements are set out below |
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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d); |
• | the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23; |
• | the requirement of paragraph 33.7. |
The information is included in the consolidated financial statements of Neogen Corporation which may be obtained from 620 Lesher Place, Lansing MI, 48912, USA. |
Preparation of consolidated financial statements |
The financial statements contain information about Neogen Food Safety Euro Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Neogen Corporation, a publicly owned company, based in the United States of America. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Critical accounting judgements 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 as assets, liabilities, revenues and expenses for the year. The key sources of estimation uncertainty are as follows: |
Impairment in subsidiaries |
The investment in subsidiaries is reviewed annually for evidence of impairment. Factors taken into consideration include the financial position and expected future financial performance of the subsidiaries. |
Investments in subsidiaries |
Investments in subsidiary companies are held at cost less accumulated impairment losses. |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
2. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the period ended 31 May 2023. |
The average number of employees during the period was NIL. |
£ |
Directors' remuneration |
The directors are remunerated by other group companies. |
3. | OPERATING PROFIT |
The auditor was remunerated by another group entity. |
4. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period. |
5. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 May 2023 |
NET BOOK VALUE |
At 31 May 2023 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Switzerland |
Nature of business: |
% |
Class of shares: | holding |
During the period, 999,999 ordinary shares in the company were issued at a premium of £237.89 per share to acquire 100% ownership of Neogen Food Safety UK Holdings Ltd and the entire share capital of Neogen Food Safety Switzerland GmbH. |
NEOGEN FOOD SAFETY EURO HOLDINGS LTD (REGISTERED NUMBER: 14095735) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 9 MAY 2022 TO 31 MAY 2023 |
6. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | 1 | 1,000,000 |
During the period, one share was issued at par and 999,999 shares were issued at a premium of £237.89 per share. |
7. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
Profit for the period |
Shares issued during period | - | 237,889,762 | 237,889,762 |
At 31 May 2023 | 237,889,762 |
Share premium account |
Represents the premium arising on the issue of shares. |
8. | ULTIMATE PARENT COMPANY |
The company was incorporated as a subsidiary of 3M Holding Company BV (based in the Netherlands) and became an immediate subsidiary of Neogen Food Safety US HoldCo Corporation (based in the United States of America) on 31 August 2022. |
The company's ultimate parent company is now Neogen Corporation, a publicly owned company based in the United States of America whose shares are traded on the NASDAQ Stock Market. Copies of the group financial statements for Neogen Corporation are available from Neogen Corporation, 620 Lesher Place, Lansing, MI, 48912, USA. |