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REGISTERED NUMBER: 14027492 (England and Wales)



















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2024

FOR

NEOGEN FOOD SAFETY UK LTD

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Statement of Directors' Responsibilities 6

Independent Auditor's Report 7

Statement of Comprehensive Income 11

Statement of Financial Position 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


NEOGEN FOOD SAFETY UK LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MAY 2024







DIRECTORS: A M Rocklin
W J Waelke
A Holmes





SECRETARIES: A M Rocklin
Csc Cls (UK) Limited





REGISTERED OFFICE: c/o Csc Cls (UK) Limited
5 Churchill Place, 10th Floor
London
E14 5HU





REGISTERED NUMBER: 14027492 (England and Wales)





AUDITOR: BDO LLP
Statutory Auditor
Citypoint
65 Haymarket Terrace
Edinburgh, UK
EH12 5HD

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

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 manufactures and sells food safety products.

REVIEW OF BUSINESS
During the period the company continued to integrate 3M's UK food safety business into the Neogen Group. The results for the period reflected a mixed trading position, partly under the various legal agreements related to the 3M integration and partly a more fully integrated group position. A more normal trading pattern will emerge as production and sales channels are fully integrated for a full reporting period.

The directors are pleased with the first period of trading and are confident that the results for the coming year will be satisfactory.

FINANCIAL KEY PERFORMANCE INDICATORS
Turnover for the year to 31 May 2024 was £11.6m compared to £7.7m for the period from 1 September 2022 to 31 May 2023. There gross profit for the year was £1.85m (15.9%) compared to £1.73m (22.3%) in the prior period.

Other operating income, up from £1.67m in the period to 31 May 2023 to £1.8m in the current year.

Operating profit was 413,027 for the year, down from £839,734 in the period from 1 September 2022 to 31 May 2023

Until 3M's food safety business is fully integrated and operations reach a settled position, there will be some variation in the level of profitability.

Other matters of note are:
Statement of financial position showed a net asset value of £7m (2023 £6.8m)
Fixed assets additions (including intangibles) of circa £0.3m (2023 £4.9m)


NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The company operates in an innovative and competitive global market. The company manages the risks associated with that market with a commitment to:
Innovation and product improvement
Expanding its product and service range
Management of margins and costs; and
Maintaining a skilled and efficient workforce

The principal risks facing the business are:

Disruption to supply chain
Changing raw material prices
Loss of end customers due to external market factors
Being unable to retain and attract skilled and efficient employees

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.

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 small 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.

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 US dollars and also Euros. It makes sales primarily in pounds sterling and has creditor and bank deposits denominated in both US dollars and Euros. Because the company has both assets and liabilities denominated in foreign currencies there is an element of natural hedging. However the company's result could be adversely affected if the US dollar and Euro strengthen against the pound.

The company mainly sells to other group entities so the risk of customer default is minimal. The company's bank deposits are held by banks with high credit ratings assigned by international credit rating agencies.


NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024

GOING CONCERN
As mentioned above, the company is taking steps to integrate 3M's UK food safety business into the Neogen Group. That is part of a global exercise to integrate the worldwide 3M food safety business.

The principal concern moving forward is ensure that process is successfully completed, minimising the impact on profitability whilst retaining former 3M personnel and customer base. More significant progress towards these goals have been made since the year end and the directors are confident of a successful integration.

The company is well funded with a strong net current asset position, it is profitable and generating substantial cash inflow and, based on the directors' forecasts prepared until July 2026, that position is expected to continue. The company's working capital position is supported by loans from other group companies. Although the loans are repayable on demand, the 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 continue to trade independently.

Accordingly, the directors believe that there is no material uncertainty and they have adopted the going concern basis in preparing the financial statements.

ON BEHALF OF THE BOARD:





A Holmes - Director


27 August 2025

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

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. Expenditure of £229,116 (2023 £155,110) was incurred on research and development during the period and that cost is reflected in the statement of comprehensive income.

DIRECTORS
A M Rocklin has held office during the whole of the period from 1 June 2023 to the date of this report.

Other changes in directors holding office are as follows:

J Adent - resigned 24 October 2023
Dr J W Lilly - resigned 17 July 2023
S J Quinlan - resigned 17 July 2023
W J Waelke - appointed 17 July 2023
M L Mittino - appointed 17 July 2023
D E Jones - appointed 17 July 2023

A Holmes was appointed as a director after 31 May 2024 but prior to the date of this report.

D E Jones and M L Mittino ceased to be directors after 31 May 2024 but prior to the date of this report.

The directors who were in office at the date the financial statements were approved are detailed on page 1.

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.

AUDITOR
The auditor, BDO LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A Holmes - Director


27 August 2025

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE YEAR ENDED 31 MAY 2024

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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
NEOGEN FOOD SAFETY UK LTD

Disclaimer of opinion

We were engaged to audit the financial statements of Neogen Food Safety UK Ltd ("the Company") for the year ended 31 May 2024 which comprise the Statement of comprehensive income, the Statement of financial position, the 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).

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.

Basis for disclaimer of opinion

We were not appointed as the auditor of the company until after the date that various assets and liabilities were acquired from 3M UK Plc in 2022. Thus, we did not observe the counting of physical stock at the date of the acquisition and did not physically verify the tangible fixed assets at the date of the acquisition. In addition to this, management could not provide a listing of the acquired stock and tangible fixed assets with their values. We were unable to satisfy ourselves by alternative means concerning the stock (£1,030,117) and the tangible fixed assets (£1,094,175) acquired by using other audit procedures. As a result of these limitations, we were unable to conclude on the accuracy of the goodwill arising on acquisition of £3,368,595.

Consequently, we were unable to determine whether any adjustment to goodwill, stocks and tangible fixed assets as at 31 May 2023 was necessary or whether there was any consequential adjustment to cost of sales, goodwill amortisation, depreciation of tangible fixed assets or related balances for the year ended 31 May 2024.

The combination of the financial statement areas noted above was considered to represent a substantial portion of the financial statements for the period ended 31 May 2023 and therefore was considered to be pervasive. Accordingly, we did not express an opinion on the financial statements of the company for the period ended 31 May 2023. As the acquired tangible fixed assets and goodwill are still carried on the Statement on Financial Position as at 2024, we have not been able to obtain the sufficient appropriate audit evidence required due to the reasons discussed above. Consequently, we were unable to determine whether any adjustment to goodwill and tangible fixed assets as at 31 May 2024 was necessary or whether there was any consequential adjustment to goodwill amortisation, depreciation of tangible fixed assets or related balances for the year ended 31 May 2024.

The combination of the financial statement areas noted above was considered to represent a substantial portion of the financial statements for the year ended 31 May 2024 and therefore was considered to be pervasive.

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 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.

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.




INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
NEOGEN FOOD SAFETY UK LTD

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.

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 an 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 and 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 legislations.






INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
NEOGEN FOOD SAFETY UK LTD


Our procedures in respect of the above included:

- Review of minutes of meetings of those charged with governance for any instances of
non-compliance with laws and regulations;
- Review of correspondences 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.
- Review of minutes of meetings 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 year, which met 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 year end to assess if 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.











INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
NEOGEN FOOD SAFETY UK LTD

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.




Alastair Rae (Senior Statutory Auditor)
for and on behalf of BDO LLP
Statutory Auditor
Edinburgh, UK

29 August 2025


BDO LLP is a limited liability partnership registered in England and Wales (with
registered number OC305127).

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024

Year Ended Period
31.5.24 5.4.22 to 31.5.23
Notes £    £    £    £   

TURNOVER 3 11,616,136 7,730,865

Cost of sales 9,764,504 6,003,582
GROSS PROFIT 1,851,632 1,727,283

Distribution costs 724,971 592,707
Administrative expenses 2,519,979 1,964,138
3,244,950 2,556,845
(1,393,318 ) (829,562 )

Other operating income 4 1,806,345 1,669,296
OPERATING PROFIT 6 413,027 839,734

Interest receivable and similar income 830 4
413,857 839,738

Interest payable and similar expenses 7 11 811
PROFIT BEFORE TAXATION 413,846 838,927

Tax on profit 8 162,128 211,019
PROFIT FOR THE FINANCIAL YEAR 251,718 627,908

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

251,718

627,908

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

STATEMENT OF FINANCIAL POSITION
31 MAY 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 3,073,843 3,242,273
Tangible assets 10 1,886,203 2,130,033
4,960,046 5,372,306

CURRENT ASSETS
Stocks 11 843,472 1,164,372
Debtors 12 1,936,595 3,448,721
Cash at bank 1,445,892 270,310
4,225,959 4,883,403
CREDITORS
Amounts falling due within one year 13 1,969,351 3,277,018
NET CURRENT ASSETS 2,256,608 1,606,385
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,216,654

6,978,691

PROVISIONS FOR LIABILITIES 16 147,026 160,781
NET ASSETS 7,069,628 6,817,910

CAPITAL AND RESERVES
Called up share capital 17 1,000,002 1,000,002
Share premium 18 5,190,000 5,190,000
Retained earnings 18 879,626 627,908
SHAREHOLDERS' FUNDS 7,069,628 6,817,910

The financial statements were approved by the Board of Directors and authorised for issue on 27 August 2025 and were signed on its behalf by:





A Holmes - Director


NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Changes in equity
Issue of share capital 1,000,002 - 5,190,000 6,190,002
Total comprehensive income - 627,908 - 627,908
Balance at 31 May 2023 1,000,002 627,908 5,190,000 6,817,910

Changes in equity
Total comprehensive income - 251,718 - 251,718
Balance at 31 May 2024 1,000,002 879,626 5,190,000 7,069,628

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1. ACCOUNTING POLICIES

General information and basis of preparing the financial statements
Neogen Food Safety UK Limited is a private limited company, limited by shares, incorporated in England & Wales under the Companies Act 2006. The address of the registered office and company number is given in the company information on page 1 of these financial statements. The nature of the company's operations and its principal activity 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 on a going concern basis under the historical cost convention.

The financial statements have been prepared in 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.

Going concern
The company is taking steps to integrate 3M's UK food safety business into the Neogen Group. That is part of a global exercise to integrate the worldwide 3M food safety business.

The principal concern moving forward is ensure that process is successfully completed, minimising the impact on profitability whilst retaining former 3M personnel and customer base. More significant progress towards these goals have been made since the year end and the directors are confident of a successful integration.

The company is well funded with a strong net current asset position, it is profitable and generating substantial cash inflow and, based on the directors' forecasts prepared until July 2026, that position is expected to continue.

The company's working capital position is supported by loans from other group companies. Although the loans are repayable on demand, the 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 continue to trade independently.

Accordingly, the directors believe that there is no material uncertainty and they have adopted the going concern basis in preparing the financial statements.

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.

This information is included in the consolidated financial statements of Neogen Corporation as at 31 May 2023 and these financial statements may be obtained from Neogen Corporation, 620 Lesher Place, Lansing MI, 48912, USA.

Turnover

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024
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:

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
Goodwill, being an amount paid in connection with the acquisition of part of 3M's foods safety business in 2022. It represents the difference between the cost of acquiring the business and the fair value of the identifiable assets and liabilities acquired. It is being amortised on a straight line basis over its estimated useful life of 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:

Short leasehold property- 27.27% on cost
Improvements to property- 27.27% on cost
Plant and Machinery- 14.29 % on cost
Fixtures and fittings- 20% on cost
Computer equipment- 33% on cost

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.

Assets in the course of construction are not depreciated. Depreciation on such assets begins when they are brought into use.

Stocks
Stocks and work in progress 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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.


NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024

1. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

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 the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency at the statement of financial position date are translated using the closing rate.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period 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.

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 in the balance sheet comprises cash in hand and cash at bank.

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.

Employee benefits
When employees have rendered service to the company, short term benefits (including holiday pay) to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

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 are amortised over their expected useful lives. These estimates are based on a variety of factors such as expected product life cycles and levels of cash generation.

Impairment of assets:
Tangible fixed assets, intangible fixed assets, stock and debtors are all reviewed for evidence of impairment.

In connection with fixed assets (tangible and intangible) factors taken into consideration include the 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.

Stock costing:
In arriving at the cost of stock, estimation is required to determine the value of labour and overheads to be applied.

Assets acquired from 3M
On acquisition, the fixed assets acquired from 3M as part of the global process to combine 3M's food safety business into the Neogen Group, were recorded at their estimated fair value. The fair value was as determined by an external plant valuation specialist.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
Sale of goods 11,616,136 5,481,878
Rendering of services - 2,248,987
11,616,136 7,730,865

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

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:

Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
United Kingdom 3,133,099 5,481,878
Europe 5,615,768 2,248,987
United States of America 2,867,269 -
11,616,136 7,730,865

4. OTHER OPERATING INCOME
Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
Intra-group payroll charges 180,957 36,364
Intra-group administration re-charges 1,625,388 1,632,932
1,806,345 1,669,296

5. EMPLOYEES AND DIRECTORS
Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
Wages and salaries 3,250,099 2,723,368
Social security costs 364,203 242,293
Other pension costs 397,822 165,785
4,012,124 3,131,446

The average number of employees during the year was as follows:
Period
5.4.22
Year Ended to
31.5.24 31.5.23

Production and R&D 70 73
Marketing 9 5
Administration 2 6
81 84

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024

5. EMPLOYEES AND DIRECTORS - continued

Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
Directors' remuneration - -

The directors are remunerated by other group companies.

6. OPERATING PROFIT

Period
Year5.4.22
endedto
31.5.2431.5.23
££
Depreciation - tangible fixed assets504,274267,703
Loss on disposal of tangible fixed assets73,624
Goodwill amortisation168,430126,322
Auditor's remuneration65.98819,250
Operating lease rentals258,694198,445
Net (gains)/losses of foreign exchange75,83443,436
Research and development229,116155,110

7. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
HMRC interest 11 336
Intra-group interest - 475
11 811

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
Current tax:
UK corporation tax 175,883 163,122
Withholding tax - 1
Total current tax 175,883 163,123

Deferred tax (13,755 ) 47,896
Tax on profit 162,128 211,019

UK corporation tax has been charged at 25% (2023 - 20.35%).

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
5.4.22
Year Ended to
31.5.24 31.5.23
£    £   
Profit before tax 413,846 838,927
Profit multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 20.350%)

103,462

170,722

Effects of:
Expenses not deductible for tax purposes 46,342 26,795
Depreciation in excess of capital allowances 14,842 9,846
Adjustments to tax charge in respect of previous periods (4,648 ) -
Change in tax rates - 8,917
Super-deduction - (9,446 )
Other differences 2,130 4,185
Total tax charge 162,128 211,019

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 company's financial period to 31 May 2023 of 20.35%

Factors that may affect future tax charges
The increase in the UK Corporation tax will impact the company's future tax charge accordingly. The value of the deferred tax liability at the statement of financial position date has been calculated using the applicable rate when the liability is expected to be realised.

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024

9. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 June 2023
and 31 May 2024 3,368,595
AMORTISATION
At 1 June 2023 126,322
Amortisation for year 168,430
At 31 May 2024 294,752
NET BOOK VALUE
At 31 May 2024 3,073,843
At 31 May 2023 3,242,273

10. TANGIBLE FIXED ASSETS
Improvements
Short to Plant and
leasehold property machinery
£    £    £   
COST
At 1 June 2023 354,679 12,109 1,551,772
Additions - - 239,884
Disposals (53,866 ) - (40,175 )
Reclassification/transfer 12,109 (12,109 ) 306,560
At 31 May 2024 312,922 - 2,058,041
DEPRECIATION
At 1 June 2023 72,548 2,477 161,380
Charge for year 89,005 - 356,322
Eliminated on disposal (14,680 ) - (5,737 )
Reclassification/transfer 2,477 (2,477 ) -
At 31 May 2024 149,350 - 511,965
NET BOOK VALUE
At 31 May 2024 163,572 - 1,546,076
At 31 May 2023 282,131 9,632 1,390,392

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024

10. TANGIBLE FIXED ASSETS - continued

Fixtures Assets
and under Computer
fittings construction equipment Totals
£    £    £    £   
COST
At 1 June 2023 32,018 306,560 140,598 2,397,736
Additions 25,667 56,311 12,206 334,068
Disposals - - - (94,041 )
Reclassification/transfer - (306,560 ) - -
At 31 May 2024 57,685 56,311 152,804 2,637,763
DEPRECIATION
At 1 June 2023 3,324 - 27,974 267,703
Charge for year 9,223 - 49,724 504,274
Eliminated on disposal - - - (20,417 )
Reclassification/transfer - - - -
At 31 May 2024 12,547 - 77,698 751,560
NET BOOK VALUE
At 31 May 2024 45,138 56,311 75,106 1,886,203
At 31 May 2023 28,694 306,560 112,624 2,130,033

11. STOCKS
2024 2023
£    £   
Raw materials 591,672 899,384
Work in progress 153,153 175,369
Finished goods 98,647 89,619
843,472 1,164,372

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 24,013 1,407,270
Amounts owed by group undertakings 842,552 1,315,000
Other debtors 1,873 26
Value added tax 264,131 -
Accrued income 657,573 591,620
Prepayments 146,453 134,805
1,936,595 3,448,721

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 879,179 903,220
Amounts owed to group undertakings 195,409 707,545
Tax 258,503 163,122
Social security and other taxes 81,279 -
Value added tax - 55,736
Other creditors 2,075 -
Accrued expenses 552,906 1,447,395
1,969,351 3,277,018

14. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Within one year 258,694 258,694
Between one and five years 258,694 517,388
517,388 776,082

15. FINANCIAL INSTRUMENTS

There are no financial instruments measured at fair value through the statement of comprehensive income.

16. PROVISIONS FOR LIABILITIES
2024 2023
£    £   
Deferred tax - capital allowances in
advance of depreciation

147,026

160,781

Deferred
tax
£   
Balance at 1 June 2023 160,781
Credit to Statement of Comprehensive Income during year (13,755 )
Balance at 31 May 2024 147,026

£66,887 of the above provision is expected to reverse by 31 May 2025.

The amount of unprovided deferred tax at 31 May 2024 was nil (2023 nil)

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1,000,002 Ordinary 1 1,000,002 1,000,002

NEOGEN FOOD SAFETY UK LTD (REGISTERED NUMBER: 14027492)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2024

18. RESERVES
Retained Share
earnings premium Totals
£    £    £   

At 1 June 2023 627,908 5,190,000 5,817,908
Profit for the year 251,718 251,718
At 31 May 2024 879,626 5,190,000 6,069,626

Retained earnings
Represents cumulative profits and losses net of dividends and other adjustments.

Share premium
Records the amount above the nominal value received on the issue of shares.

19. ULTIMATE PARENT COMPANY

The company's immediate parent company is Neogen Food Safety UK Holdings Limited, registered in the UK. Its 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.

20. RELATED PARTY DISCLOSURES

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.