| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2024 |
| FOR |
| NEOGEN EUROPE LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2024 |
| FOR |
| NEOGEN EUROPE LIMITED |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 6 |
| Independent Auditor's Report | 9 |
| Statement of Comprehensive Income | 13 |
| Balance Sheet | 14 |
| Statement of Changes in Equity | 15 |
| Notes to the Financial Statements | 16 |
| NEOGEN EUROPE LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MAY 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITOR: |
| Statutory Auditor |
| Citypoint |
| 65 Haymarket Terrace |
| Edinburgh, UK |
| EH12 5HD |
| SOLICITORS: |
| The Ca'd'oro |
| 45 Gordon Street |
| Glasgow |
| G1 3PE |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MAY 2024 |
| The directors present their strategic report for the year ended 31 May 2024. |
| PRINCIPAL ACTIVITY |
| The company develops and markets products and services dedicated to food safety including diagnostic test kits to detect food borne bacteria, natural toxins, food allergens, drug residues, plant diseases and sanitation concerns. It also provides genomics services for agricultural, livestock and food customers. |
| REVIEW OF BUSINESS |
| This has been a successful year for Neogen Europe Limited. However the company continues to encounter challenges in its supply chain and logistical issues. Sourcing goods and materials from suppliers and supplying to customers within desired lead times is proving difficult in some cases. |
| In September 2022, Neogen Group completed a global merger with 3M's Food Safety business. The merger is progressing as planned but, whilst it will take time for the 3M business to be fully integrated into Neogen Group, it is not expected that there will be any immediate material impact on Neogen Europe's trade. |
| The directors are confident that the company's broad client base and range of products and testing services provide a strong platform for future growth. |
| As detailed in note 26 below, subsequent to the year end, the company ceased the trade of two subsidiaries, Abbott Analytical Limited and Delf (UK) Limited, transferring the business and assets of Delf (UK) Limited to another subsidiary, Quat-Chem Limited. The company's parent, Neogen Corporation announced on 21 April 2025 that it had entered into a definitive agreement to sell its global cleaners and disinfectants business, that will involve the sale of Quat-Chem Limited. The company is expected to make a gain on the sale of Quat-Chem Limited when the sale completes in the first quarter of the next financial year. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| Turnover increased by 6.5% to £46.9m. |
| The gross profit percentage increased from 36.9% to 39.3%. |
| Operating profit was £2,471,020 compared to £2,538,724 last year. |
| Profit before tax was up from £2,181,993 to £4,165,754. That increase is as a result of a £5,005,354 dividend received from a subsidiary prior to it being struck off, net of an impairment of the investment in the subsidiary totalling £2,379,103 and increased interest charges of £1,053,991, up from £394,419. |
| Other highlights in the year include: |
| Balance Sheet increase in net asset value from £40.6m to £44.2m |
| Capital investment of circa £728,912 |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MAY 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks facing the business are: |
| Potential disruption to the supply chain from unforeseen events |
| Changing raw material prices |
| Loss of customers due to external market factors |
| Being unable to retain and attract skilled and efficient employees |
| Financial risks |
| The company operates in an innovative and competitive global market and manages the risks associated with that market with a commitment to innovation and product improvement, continually looking to improve and expand its product and service range through research and development and acquisitions. The company also strives to provide an excellent standard of customer service, using customer surveys and other means as it seeks to maintain and improve our customer's experience. |
| The company works closely with its suppliers to build long term relationships and secure the best possible prices and reliable supplies, where possible ensuring alternative sources of supply are identified for key products. The company carries a significant level of buffer stock to allow it to withstand any short term disruption or delay to supplies. |
| We aim to provide an exceptional working environment for our employees and offer training and other opportunities for them to progress and thrive within the company. Our HR department carries out regular staff surveys, interviews and other programmes to ensure training and other requirements are identified and to monitor and improve staff welfare. |
| The company's activities expose it to a number of financial risks - primarily risks of changes in foreign currency exchange rates and credit risk. |
| The company purchases goods and services from key suppliers in (principally) US dollars and also Euros. It also makes sales and therefore has debtors and bank deposits denominated in both US dollars and Euros. It also has substantial foreign denominated loans from other group entities. Because the company has both assets and liabilities denominated in foreign currencies there is an element of natural hedging. However because of the level of US dollar denominated group loans, the company's result will be adversely affected if the US dollar strengthens against the pound. |
| All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors balances are monitored closely on an ongoing basis and provision is made for any doubtful debts where necessary. |
| The company's bank deposits are held by banks with high credit ratings assigned by international credit rating agencies. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MAY 2024 |
| SECTION 172(1) STATEMENT |
| The directors, in line with their duties under s172 of the Companies Act, act individually and collectively in the way they consider, in good faith, would be most likely to promote the success of the company for the overall benefit of its members and in doing so have regard to the impact on the company's key stakeholders as described in more detail below. |
| The decisions of the board mainly relate to the delivery of goods and and services to the company's customers. The principal decision that the company took in the period was: |
| Ongoing merger with 3M Food Safety |
| Neogen completed a global merger with 3M Food Safety in September 2022. The decision to embark on the merger was taken at group level. The merger will expand the product range that the Neogen Group can provide to its customers. The merger is progressing as planned but, whilst it will take time for the 3M business to be fully integrated into Neogen Group, it is not expected that there will be any immediate material impact on Neogen Europe's trade. |
| In making its decisions, the board considers: |
| Likely consequences of any decision in the long term |
| Interest of the company's employees |
| Need to foster the company's business relationships with suppliers, customers and others |
| Impact of the company's operations on the community and the environment |
| Desirability of the company maintaining a reputation of high standards of business conduct |
| Need to act fairly between members of the company |
| Our employees remain fundamental to the achievement of our business plan and we continue to engage with all employees on a regular basis. The company invests in training, coaching and skills acquisition and personal development is a key element of the company's strategy. The company carries out well-being surveys and holds well-being sessions to monitor and improve how employees are coping with changes in working habits, mental health and other key issues. |
| We continue to work closely with our customers to ensure our products and services are tailored to meet their requirements. Our customer services team works closely with our customers to ensure they remain satisfied with the service we provide. Customer surveys are regularly carried out and processes and procedures are adapted as necessary to maintain and improve performance. |
| We value our suppliers as partners and our aim is to develop and enter into strong stable working relationships. The company has regular contact with key suppliers with a view to fostering a partnership approach. |
| The board takes sustainability and environmental responsibility very seriously and tries to minimise environmental impact by recycling as much waste created as possible, ensuring employees are all aware of their impact and, where possible, make use of more energy efficient products. The company regularly reviews its manufacturing processes and works with suppliers and external consultants to identify ways of reducing packaging and other waste and reducing other environmental impacts, for example by seeking to reduce fuel and energy use by adapting or using greener or more energy efficient processes, products or equipment. |
| The company complies with environmental legislation and is committed to reducing its environmental impact through a process of continuous improvement via its internal auditing and use of approved management companies in order to meet environmental objectives. |
| We have a responsibility to engage with the shareholders of our business and their views are an important driver of our strategy. We keep our shareholders regularly informed through submission of monthly financial information and regular meetings. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MAY 2024 |
| The directors' intention is to act responsibly and to ensure that the management team operates the business in a responsible manner, acting with high standards of business conduct and good governance expected of companies of our nature and size and in alignment with legal requirements. In doing so, we believe we will achieve our long term business strategy. |
| GOING CONCERN |
| Despite supply chain and logistical issues experienced during the year, the company still generated substantial profits. The principal concerns moving forward are ongoing supply chain and logistical issues and the impact of any unforeseen adverse currency exchange movements. The company continues to work with key suppliers to ensure supply chain issues do not have a detrimental impact on performance. |
| In preparing forecasts for the next 12 months, management have prepared sensitivities considering the "worst case scenario" that the company could face. Management were able to conclude that under all scenarios modelled there would be sufficient cash to allow the company to meets its liabilities (other than the group company loans discussed below) as they fall due. |
| Whilst the company has only a small net current asset position at the year end, the position relates to loans advanced to the company by group companies in order to acquire subsidiaries. Although the loans are repayable on demand, the group companies have confirmed in writing that they will continue to support the company's working capital for the foreseeable future and will not recall the loans within the next 12 months, unless the company has sufficient working capital to allow it to do so and continue to trade. |
| Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements. |
| ON BEHALF OF THE BOARD: |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 May 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 May 2024. |
| RESEARCH AND DEVELOPMENT |
| The company conducts research and development on its own accord. The emphasis of such activities is on developing commercial testing products from diagnostic technologies. Expenditure of £371,161 (2023, £487,366) was incurred on research and development during the period and that cost is reflected in the Statement of Comprehensive Income. |
| FUTURE DEVELOPMENTS |
| The directors look forward to sustained growth in continuing activities in the coming year. This opinion is based on expected success in maintaining and growing both customer base and product range. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| The directors hold shares and share options in the ultimate parent company, Neogen Corporation. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| This report encompasses information in relation to energy and carbon usage for the period from to |
| Reporting Parameters |
| The reporting parameters are the financial year ended 31 May 2024 and covers the operations of Neogen Europe Limited only. |
| The reporting intensity ratio used is tonnes of CO2 emissions per £million turnover. It is considered that this provides the best representation of activity across the company. |
| The table below shows the total electricity, natural gas, transportation fuel, burning oil and gas oil consumed by the company from the period 1 June 2023 to 31 May 2024. |
| Energy consumption and greenhouse gas emissions |
| 2023/24 | 2022/23 |
| kWh/ | tCO2e/ | kWh/ | tCO2e/ |
| annum | % | annum | % | annum | % | annum | % |
| Total electricity |
1,403,962 |
42.46 |
291 |
40.54 |
1,473,852 |
35.23 |
285 |
33.89 |
| Total gas | 1,254,895 | 37.95 | 256 | 35.67 | 1,951,548 | 46.64 | 356 | 42.33 |
| Transport | 150,028 | 4.54 | 36 | 5.01 | 216,011 | 5.16 | 54 | 6.42 |
| Gas Oil | 416,338 | 12.59 | 114 | 15.84 | 429,987 | 10.28 | 117 | 13.91 |
| Burning oil | 81,267 | 2.46 | 21 | 2.94 | 112,431 | 2.69 | 29 | 3.45 |
| 3,306,490 | 100.00 | 100.00 | 4,183,829 | 100.00 | 100.00 |
| Intensity Ratio |
| The energy intensity metric being reported is tCO2e/£million turnover and the results are shows below: |
| Intensity ratio |
| Emissions | Intensity ratio |
| tCO2e/ | Turnover | tCO2e/ |
| annum | £m | turnover £m |
| 2023/24 | 717 | 46.91 | 15.29 |
| 2022/23 | 842 | 44.03 | 19.12 |
| Methodology used for data collection |
| The carbon emission figures follow the Greenhouse Gas (GHG) Reporting Protocol and used the 2022 Government emission conversion factors for greenhouse gases. Measurement of total energy consumption has focused on the supply of all grid electricity, natural gas, transportation fuel, burning oil and gas oil. |
| Energy Efficiency |
| We have implemented various strategies in an effort to reduce our carbon emissions, and continue to achieve our objectives and targets in relation to our environmental impact. As a business, we have implemented the use of LED lighting in various site locations, updated a number of company vehicles from fossil fuel to electric powered, and have reviewed the use of air conditioning throughout. We continue to review operations for opportunities to reduce our carbon emissions and environmental impact. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 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), 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 and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable 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 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information. |
| 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 EUROPE LIMITED |
| Opinion on the financial statements |
| In our opinion the financial statements: |
| - give a true and fair view of the state of the Company's affairs as at 31 May 2024 and of its profit for the |
| year then ended; |
| - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting |
| Practice; and |
| - have been prepared in accordance with the requirements of the Companies Act 2006. |
| We have audited the financial statements of Neogen Europe Limited ("the Company") for the year ended 31 May 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 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 auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Independence |
| 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. |
| 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 Directors are responsible for the other information. The other information comprises the information included in the Strategic Report and Report of the Directors, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| 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. |
| INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF |
| NEOGEN EUROPE LIMITED |
| Other Companies Act 2006 reporting |
| In our opinion, 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 year 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 |
| 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 Report of the Directors. |
| 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 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 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 auditor's 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. |
| INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF |
| NEOGEN EUROPE LIMITED |
| 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, UK tax legislation, 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 Companies Act 2006, Corporate and VAT legislations, Employment Taxes, Health and Safety and the Bribery Act 2020. |
| 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 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: |
| - Detecting and responding to the risks of fraud; and |
| - Internal controls established to mitigate risks related to fraud. |
| - 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. |
| - Considering remuneration incentive schemes and performance targets and the related financial |
| statement areas impacted by these. |
| Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls, revenue recognition and stock provision. |
| Our procedures in respect of the above included: |
| - Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing |
| to supporting documentation; |
| - Assessing significant estimates made by management for bias; |
| - Carrying out detailed testing, on a sample basis, of revenue transactions which occurred around the |
| year end, agreeing to despatch documentation or confirmation of receipt of service from customer and |
| ensuring that revenue is recognised in the correct period; and |
| - Carrying out detailed testing on the stock provision by reviewing the reasonability of the provision |
| and testing a sample for both existence and completeness ensuring that the provision isn't overstated |
| or understated. |
| INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF |
| NEOGEN EUROPE LIMITED |
| 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. |
| A further description of our responsibilities is available on the Financial Reporting Council's website at: |
| https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Distribution costs |
| Administrative expenses |
| 16,160,309 | 14,122,766 |
| 2,261,560 | 2,134,408 |
| Other operating income | 4 |
| OPERATING PROFIT | 6 |
| Income from shares in group undertakings |
| Interest receivable and similar income | 7 |
| 5,127,828 | 37,688 |
| 7,598,848 | 2,576,412 |
| Amounts written off investments | 8 |
| 5,219,745 | 2,576,412 |
| Interest payable and similar charges | 9 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 10 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| BALANCE SHEET |
| 31 MAY 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Stocks | 14 |
| Debtors | 15 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
| ACCRUALS AND DEFERRED INCOME | 20 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Share premium | 22 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MAY 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 June 2022 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 May 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 May 2024 |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 1. | ACCOUNTING POLICIES |
| General information and basis of preparation |
| Neogen Europe Limited is a private limited company, limited by shares, registered in Scotland. 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. |
| Going concern |
| Whilst the company has only a small net current asset position at the year end, the position relates to loans advanced to the company by group companies in order to acquire subsidiaries. Although the loans are repayable on demand, the group companies have confirmed in writing that they will continue to support the company's working capital for the foreseeable future and will not recall the loans within the next 12 months, unless the company has sufficient working capital to allow it to do so and continue to trade. Accordingly, the directors believe that there is no material uncertainty and they continue to adopt the going concern basis in preparing the financial statements. |
| 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 Lesher Place, Lansing MI, USA. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Neogen Europe Limited 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. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. |
| The policies adopted for the recognition of turnover are as follows: |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| Sale of goods |
| Turnover from the sale of goods (principally test kits and related products and equipment) is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| Rendering of services |
| The company provides analysis and testing services and recognises revenue from such services when the test/analysis is complete and reported to the customer. |
| Goodwill |
| The company has elected not to restate any business combinations which took place prior to the transition to FRS102. Goodwill therefore includes other intangible assets (such as customer lists) which were acquired prior to the transition date. |
| Goodwill is measured at cost less accumulated amortisation and any accumulated impairment losses. It is being amortised evenly over its estimated useful life of between five and twenty years. |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Freehold property | - | Straight line over 50 years |
| Long leasehold property | - | Straight line over 50 years |
| Improvements to property | - | Straight line over 5 and 10 years |
| Plant and machinery | - | Straight line over 5 and 6.67 years |
| Fixtures and fittings | - | Straight line over 5, 6.67 and 10 years |
| Computer equipment | - | Straight line over 3 years |
| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of 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 the Statement of Comprehensive Income. |
| Antiques, which are included in fixtures and fittings, are not depreciated on the grounds that, taking their residual value into consideration, any depreciation would be immaterial. |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out basis. Provision is made for damaged, obsolete and slow-moving stock where appropriate. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 1. | ACCOUNTING POLICIES - continued |
| Tax |
| Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Foreign currency transactions are initially recognised by applying to the foreign currency amount a set monthly exchange rate between the functional currency and the foreign currency for the month of the transaction. |
| Monetary assets and liabilities denominated in foreign currency at the balance sheet date are translated using the closing rate. |
| Leasing |
| Rentals payable under operating leases are charged on a straight line basis over the term of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution scheme. The assets of the scheme are held separately from those of the company in independently administered funds. Contributions payable to the scheme are charged to the statement of comprehensive income in the period to which they relate. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 1. | ACCOUNTING POLICIES - continued |
| Share-based payments |
| The company's ultimate parent company, Neogen Corporation, grants the UK based director and certain key employees of the company, options to purchase shares in Neogen Corporation as part of its Employee Stock Option Plan. The options vest over a 3 to 5 year period and expire after 3 to 7 years and they have no performance conditions. |
| Neogen Corporation also grants the UK based director and certain key employees of the company Restricted Stock Units (RSU's) which vest over a 3 to 5 year period with, again, no performance conditions. |
| These arrangements are an equity-settled share-based payment transaction. |
| In accordance with FRS102, an expense has been recognised in the statement of comprehensive income to spread the fair value of options and RSU's granted over their vesting period. The fair value of the options is based on the Black-Scholes pricing model and the assumptions used in its calculation are detailed in Neogen Corporation's published financial statements. The fair value of the RSU's is the market value of the shares on the date of grant. The cost is adjusted to reflect expected and actual vesting levels. |
| Neogen Corporation does not require the company to pay for the shares needed to settle the share options when they are exercised. |
| A small proportion of the options granted are under a scheme approved by the UK tax authorities and the remainder are unapproved share options. On the exercise of the unapproved options, the company will be liable to pay employers national insurance contributions on the excess of the market price over the exercise price at that time. It will also be liable to pay employers national insurance when the RSU's vest, based on the market value of the shares on that date. At the year end, an accrual has been made in respect of such national insurance cost, based on the year end share price. The accrual is recognised over the period from the grant date until the end of the vesting period. |
| The amounts included in the financial statements in respect of share-based incentives are only in respect of employees and the UK based directors of the company. Any share options or RSU's received by the remaining directors are in connection with their services to Neogen Corporation and are not therefore disclosed in Neogen Europe's financial statements. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 1. | ACCOUNTING POLICIES - continued |
| Impairment |
| Assets are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the statement of comprehensive income. |
| Investments |
| Investments in subsidiary companies are held at cost less accumulated impairment losses. |
| An entity is treated as a joint venture where the company is party to a contractual agreement with one or more parties from outside the group to undertake economic activity that is subject to joint control. Investments in joint ventures are accounted for using the equity method of accounting whereby the investment is recognised at cost and is subsequently adjusted to reflect the company's share of the joint venture's comprehensive income less any distributions received. |
| Employee benefits |
| When employees have rendered service to the company, short term benefits (including holiday pay) to which employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service. |
| Finance costs |
| Finance costs are charged to the statement of comprehensive income 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 |
| Financial instruments |
| Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income in administrative expenses. |
| Cash on the balance sheet comprises cash in hand and cash at bank. |
| Provisions for liabilities |
| Provisions are made when an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by transfer of economic benefit and a reliable estimate can be made of the amount of the obligation. |
| Provisions are charged as an expense to the statement of comprehensive income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. |
| When payments are eventually made, they are charged to the provision carried in the balance sheet. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 2. | 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: |
| Depreciation and amortisation of tangible and intangible fixed assets: |
| Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The expected lives of assets and their residual values are assessed regularly and may vary depending on a number of factors including technological innovation, product life cycles, future market conditions and maintenance programmes. |
| Intangible assets, including goodwill, are amortised over their expected useful lives. These estimates are based on a variety of factors such as expected product life cycles, customer retention rates, and levels of cash generation. |
| Impairment of assets: |
| Fixed asset investments, stock and debtors are all reviewed for evidence of impairment. |
| In connection with fixed assets investments) factors taken into consideration include economic viability, the expected future financial performance of the asset and, where appropriate, the viability and expected future performance of related cash generating units. |
| For stock, past and expected future sales, current stock levels, expiry dates and expected selling price less cost to complete and sell are all considered to determine the appropriate level of impairment provision. |
| Trade debtors are reviewed for evidence of impairment. Factors considered include ageing, past recovery rates, customer creditworthiness, and the stage and expected outcome of any recovery proceedings. |
| Share based payments: |
| The cost of employee services received in exchange for awards of equity instruments are recognised based upon the grant date fair value of stock options. The grant date fair value of stock options is estimated using a Black-Scholes option valuation model. This Black-Scholes option valuation model requires the use of assumptions, including expected stock price volatility and risk-free interest rate. The expense recognised is also impacted by estimates of the number of options that will be exercised in the future, which is impacted by the expected number of option holders who may retire or leave prior to the options vesting or being exercised. |
| Stock costing |
| In arriving at the cost of stock, estimation is required to determine the value of labour and overheads to be applied. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the principal activities of the company. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £ | £ |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 3. | TURNOVER - continued |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| United Kingdom |
| Europe |
| Rest of the world |
| 4. | OTHER OPERATING INCOME |
| 2024 | 2023 |
| £ | £ |
| Rents received |
| Management fees |
| R&D tax credit |
| Government grants |
| 209,460 | 404,316 |
| 5. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Management | 2 | 2 |
| Sales | 63 | 71 |
| Production and R&D | 116 | 131 |
| Administration | 38 | 26 |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| Staff costs and the average number of employees include any directors remunerated by the company. Where directors are remunerated by other group companies they are not included in staff costs or the average number of employees totals above. |
| The company's parent company, Neogen Corporation, grants the UK based director and certain key employees of the company Restricted Stock Units and/or options to purchase shares in Neogen Corporation. The amounts charged through the statement of comprehensive income in respect of the share-based incentives granted to employees and UK director of Neogen Europe Limited are as follows: |
| 2024 | 2023 |
| £ | £ |
| Fair value of options and RSU's spread over vesting period | 276,509 | 260,175 |
| Social security and related costs connected to share options & RSU's * | 27,567 | 11,184 |
| * included in staff costs above. |
| The company also allows eligible employees to purchase shares in its parent company, Neogen Corporation under an unapproved Employee Share Purchase Plan. The plan gives eligible employees the option to purchase shares (total purchases are limited to 10% of earnings) at 95% of the lower of the market value of the shares at the beginning or end of each participation period. Participation periods end on 30 November and 31 May. The total cost of the scheme to the company over the year was £394 (2023 £6,873). |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director for the year ended 31 May 2024 is as follows: |
| 2024 |
| £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 6. | OPERATING PROFIT |
| Operating profit is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Depreciation of fixed assets | 1,303,685 | 1,313,660 |
| (Gain)/Loss on disposal of fixed assets | 60,900 | 14,791 |
| Goodwill amortisation | 505,873 | 492,900 |
| Auditor's remuneration for audit of the company's accounts | 46,800 | 49,500 |
| Auditor's remuneration for other assurance services | 123,000 | - |
| Government grants | (17,634 | ) | (28,636 | ) |
| Operating lease rentals | 301,404 | 349,662 |
| Net (gains)/losses on foreign exchange | (1544 | ) | (297,901 | ) |
| Research & development tax credit | - | (51,129 | ) |
| Research and development expenditure | 371,161 | 487,366 |
| Impairment of stock (included within cost of sales) | 104,935 | 256,846 |
| Impairment of debtors | 87,332 | 49,625 |
| 7. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 2024 | 2023 |
| £ | £ |
| HM Revenue & Customs interest |
| Exchange gain on loans from group companies |
| 8. | AMOUNTS WRITTEN OFF INVESTMENTS |
| 2024 | 2023 |
| £ | £ |
| Impairment of investments | 2,379,103 | - |
| 9. | INTEREST PAYABLE AND SIMILAR CHARGES |
| 2024 | 2023 |
| £ | £ |
| Interest on loans from group companies |
| 10. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Adjustments in respect of previous periods | - | 72,056 |
| Hive up related tax adjustment | - | (2,073 | ) |
| Total current tax |
| Deferred tax: |
| Origination and reversal of timing differences | ( |
) |
| Tax on profit |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 10. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Income not taxable for tax purposes | ( |
) | ( |
) |
| Adjustments to tax charge in respect of previous periods |
| Relief on exercise of unapproved share options | ( |
) |
| Other timing differences | ( |
) |
| R&D expenditure credits timing difference | - | (2,226 | ) |
| Fixed asset differences |
| Hive up related tax adjustment | - | (2,073 | ) |
| Impairment of investment |
| Group loss relief | ( |
) |
| Total tax charge | 616,150 | 773,099 |
| Rate of UK corporation tax |
| The main UK Corporation tax rate changed from 19% to 25% on 1 April 2023. That resulted in an average tax rate for the financial year to 31 May 2023 of 20%. |
| 11. | INTANGIBLE FIXED ASSETS |
| Goodwill |
| £ |
| COST |
| At 1 June 2023 |
| and 31 May 2024 |
| AMORTISATION |
| At 1 June 2023 |
| Amortisation for year |
| At 31 May 2024 |
| NET BOOK VALUE |
| At 31 May 2024 |
| At 31 May 2023 |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 12. | TANGIBLE FIXED ASSETS |
| Long | Improvements |
| Freehold | leasehold | to |
| property | property | property |
| £ | £ | £ |
| COST |
| At 1 June 2023 |
| Additions |
| Disposals |
| At 31 May 2024 |
| DEPRECIATION |
| At 1 June 2023 |
| Charge for year |
| Eliminated on disposal |
| At 31 May 2024 |
| NET BOOK VALUE |
| At 31 May 2024 |
| At 31 May 2023 |
| Fixtures |
| Plant and | and | Computer |
| machinery | fittings | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 June 2023 |
| Additions |
| Disposals | ( |
) | ( |
) | ( |
) |
| At 31 May 2024 |
| DEPRECIATION |
| At 1 June 2023 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) | ( |
) |
| At 31 May 2024 |
| NET BOOK VALUE |
| At 31 May 2024 |
| At 31 May 2023 |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 13. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 June 2023 |
| Impairments | ( |
) |
| At 31 May 2024 |
| NET BOOK VALUE |
| At 31 May 2024 |
| 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: Italy |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: United Kingdom |
| Nature of business: |
| % |
| Class of shares: | holding |
| At 31 May 2023, fixed assets investments included £2,379,103 in respect of an investment in Lab M Holdings Limited and its subsidiary Lab M Limited. During the year, the final legal steps were taken to convert the subsidiaries' share capital and non-distributable reserves to distributable profits and dividends were voted to pass all remaining distributable profits to Neogen Europe Limited. Applications were then submitted to Companies House to strike both companies off. |
| In the financial statements to 31 May 2024, the fixed asset investment of £2,379,103 was fully impaired and the company received a dividend from the subsidiaries totalling £5,005,354 which was offset against intragroup balances. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 14. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Raw materials and consumables |
| Stock in transit |
| Work in progress |
| Finished goods |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Corporation tax |
| Prepayments and accrued income |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Corporation tax |
| Social security and other taxes |
| Value added tax |
| Other creditors |
| Accruals and deferred income |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| 18. | FINANCIAL INSTRUMENTS |
| There were no financial instruments measured at fair value through the statement of comprehensive income. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 19. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax |
| Capital allowances taken in advance of depreciation |
435,680 |
476,632 |
| Deferred government grants | (6,342 | ) | (8,898 | ) |
| Share option costs | (28,416 | ) | (20,000 | ) |
| 400,922 | 447,734 |
| Deferred |
| tax |
| £ |
| Balance at 1 June 2023 |
| Credit to Statement of Comprehensive Income during year | ( |
) |
| Balance at 31 May 2024 |
| The timing difference in connection with share option and restricted stock unit costs arises because the fair value of the options and restricted stock units are expensed over their vesting period but no corporation tax relief is available until the options are exercised or restricted stock units vest. At 31 May 2024, the estimated future tax deduction available in connection with the share options and restricted stock units is based on the lesser of the tax relief that would be available if vested options and restricted stock units were taxed at the year end share price, and the fair value expense recognised to date. |
| The amount of deferred taxation unprovided at 31 May 2024 and 2023 was nil. |
| Movements in the deferred tax balance over the coming year are impacted by the number of options exercised which cannot be predicted. |
| 20. | ACCRUALS AND DEFERRED INCOME |
| 2024 | 2023 |
| £ | £ |
| Deferred government grants | 105,857 | 123,490 |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 21,800 | 21,800 |
| A Ordinary | £1 | 9,000 | 9,000 |
| B Ordinary | £1 | 9,200 | 9,200 |
| 40,000 | 40,000 |
| The Ordinary shares, 'A' and 'B' Ordinary shares rank pari passu in respect of dividends, return of capital and voting rights. The 'A' and 'B' Ordinary shares may be converted into a like number of Ordinary shares at any time. |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 22. | RESERVES |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 June 2023 | 40,578,054 |
| Profit for the year |
| At 31 May 2024 | 44,127,658 |
| Retained earnings |
| Represents cumulative profits and losses net of dividends and other adjustments. |
| Share premium account |
| Represents the premium arising on the issue of shares. |
| 23. | ULTIMATE PARENT COMPANY |
| The company's immediate and ultimate parent company is 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. |
| 24. | CONTINGENT LIABILITIES |
| On the exercise of unapproved share options, the company will be liable to pay national insurance contributions on the excess of the market price over the exercise price at that time. In addition, when restricted stock units vest, the company will be liable for employers national insurance on the market value of shares vested. At the year end, an accrual of £22,783 has been made in respect of such costs, based on the year end share price (for restricted stock units) and excess of the year end share price over the exercise price (for options), and the elapsed portion of the relevant vesting periods. |
| Based on the year end share price, there is a further contingent liability of £51,535 arising by the end of the vesting period that has not been provided for in these financial statements. Corporation Tax relief will be available when the liability crystallises. |
| 25. | CAPITAL COMMITMENTS |
| 2024 | 2023 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| NEOGEN EUROPE LIMITED (REGISTERED NUMBER: SC186341) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2024 |
| 26. | POST BALANCE SHEET EVENTS |
| After the year end, the company sold a surplus freehold property to a third party for £3,250,000. The sale price is not materially different to the net book value of the property in the financial statements at 31 May 2024. |
| On 7 April 2025, the business of Delf (UK) Limited (a subsidiary of the company) was transferred to another subsidiary, Quat-Chem Limited and Delf (UK) Limited ceased to trade. |
| On 16 January 2025 it was decided to wind-down and close the business of Abbott Analytical Limited (a subsidiary of the company) with cessation in March 2025. The decision to close the business was made post year in an effort to streamline group operations, rather than reflecting the company’s inability to continue to trade as a going concern at 31 May 2024. Abbott Analytical Limited is expected to recover all material assets and meet all its liabilities. |
| On 21 April 2025, Neogen Corporation announced that it had entered into a definitive agreement to sell its global cleaners and disinfectants business to Kersia Group. The company's subsidiary, Quat-Chem Limited (including the business transferred from Delf (UK) Ltd) will form part of that sale which is expected to complete in the first quarter the next financial year. The company is expected to make a gain on the sale of Quat-Chem Limited. |