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Registered number: 04838884









Bioline Reagents Limited









Annual Report and Financial Statements

For the Period Ended 31 December 2024

 
Bioline Reagents Limited
 
 
Company Information


Directors
A S Kitzmiller 
E Moser 




Registered number
04838884



Registered office
16 The Edge Business Centre
Humber Road

London

NW2 6EW




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Railway Road

Stockport

SK1 3GG





 
Bioline Reagents Limited
 

Contents



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 6
Independent Auditors' Report
 
7 - 10
Statement of Comprehensive Income
 
11
Balance Sheet
 
12
Statement of Changes in Equity
 
13
Notes to the Financial Statements
 
14 - 28


 
Bioline Reagents Limited
 
 
Strategic Report
For the Period Ended 31 December 2024

Introduction
 
The Directors present the Strategic Report for the period ended 31 December 2024. 

Business review
 
The principal activity of the Company during the period was the development and sale of reagents for molecular biology. The Company continues to pursue its strategic goal of being the partner of choice for manufacturers of innovative molecular assay solutions. The Company is committed to delivering high quality life science products designed to positively impact healthcare.
Sales to third party customers increased by 6% compared to the previous year (
2023: decrease by 72%). Intercompany sales decreased by 56% (2023: 54%). 
The Company reported a 9% increase in gross margin year on year  (
2023: reduction of 5%).

Principal risks and uncertainties
 
The Board maintains a policy of continuous assessment and review of the Company’s key business risks. It is responsible for overseeing the development of mitigation processes, with operational management tasked with implementing these strategies and reporting outcomes to the Board. The key risks identified by the Board are as follows:
Dependence on key personnel
The Company employs a number of senior professionals, including key management personnel. A proactive succession and talent development plan is in place to mitigate risk, the departure of senior executives could adversely impact the Company’s future performance.
Fluctuations of foreign currency exchange
The Company is exposed to foreign currency movement in a number of currencies, particularly in the Euro and US Dollar. While natural hedging occurs within the Group, formal hedging transactions are not currently employed. Volatility in currency markets may impact the financial results and is therefore under constant review.
Adverse economic and market conditions
The Company’s profitability is closely linked to funding levels in the healthcare and life science sectors. Adverse changes in the economic conditions could negatively influence business performance.
Liquidity risk
The objective of the Company is to manage liquidity to meet financial obligations as they fall due. It expects to meet commitments through operational cash flows and investment income. The Company’s primary obligations are to other companies within the Meridian Bioscience Group. In the event of a cash flows shortfall, revised terms may be negotiated. Within the broader Group context, such obligations are not considered material. 
The above risks are reviewed by the Board and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Company.

Financial key performance indicators
 
The Company uses several financial KPIs to monitor business performance, including turnover, gross margin, and net profit.
- Revenue £17,077,400 (12 months to December 2024), comparative period revenue £21,102,581 (
15 months to    December 2023)
-  Gross Margin: 84% (
2023: 75%)
- Profit for the Period: £6,990,005 (
2023: £7,537,400)

Page 1

 
Bioline Reagents Limited
 

Strategic Report (continued)
For the Period Ended 31 December 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The directors of the company must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006, which is summarised as follows:
'A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:
- the likely consequences of any decisions in the long-term;
- the interests of the Company's employees;
- the need to foster the Company's business relationships with suppliers, customers and others;
- the impact of the Company's operations on the community and environment;
- the desirability of the Company maintaining a reputation for high standards of the business conduct, and 
- the need to act fairly as between shareholders of the Company.'
In the period ended 31 December 2024, the Directors have exercised all their duties, whilst having regard to these and other factors as they managed and governed the Company.


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



A S Kitzmiller
Director

Date: 12 September 2025

Page 2

 
Bioline Reagents Limited
 
 
 
Directors' Report
For the Period Ended 31 December 2024

The directors present their report and the financial statements for the period ended 31 December 2024.

Directors' responsibilities statement

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

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


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

make judgements and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Results and dividends

The profit for the period, after taxation, amounted to £6,990,005 (2023 - £7,537,400).

Dividends paid during the period amounted to £6,000,000 (2023: £21,000,000). 
The Directors do not recommend the payment of a final dividend.

Directors

The directors who served during the period were:

A S Kitzmiller 
E Moser 
D L G Weltzien (resigned 8 August 2025)

Page 3

 
Bioline Reagents Limited
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2024

Future developments

The strategic focus for 2025 is to create value through the following four pillars:
- Account focus - prioritising high value customers to drive sustainable growth from top performing accounts.
-  Customer focus - to enhance the customer experience by providing a high level of customer service, aimed at    building competitive advantage.
- Operational efficiency - streamlining business processes to reduce costs, minimise waste, and improve overall    productivity.
- Innovative solutions - driving innovation through new product development and targeted marketing to stimulate    future demand.

Engagement with suppliers, customers and others

Our mission is to be the strategic partner of choice for innovative life science solutions, accelerating the development of immunological and molecular assays. The Company is focused on strengthening its core operations by embedding efficiency initiatives and operational excellence. The Company is committed to honouring agreed payment terms with suppliers and resolving queries professionally and efficiently.
The Company’s human resource strategy is to ensure that the employees’ interests match that of the business. It is vital to have motivated employees and teams in the workplace that encourage their personal and professional growth and development with shared values. We therefore devote resources to ensuring we provide attractive employment opportunities in a competitive market. The Company and its Board of Directors are committed to creating a culture of inclusion, diversity and equality. It appreciates and celebrates individual differences, life experiences, knowledge, perspectives, inventiveness, innovation, self-expression, unique capabilities, and talent.
To foster employee well-being and community engagement:
- Colleagues actively participate in charitable initiatives through fundraising and donations.
-  Employee Resource Groups (ERGs) focused on work-life balance and health and fitness were established based on   employee interest.
- These ERGs promote inclusion, innovation, and a sense of belonging.
- The Company has implemented recycling processes and continues to evaluate new ways to minimise its     environmental footprint. Environmental sustainability remains a key priority in operational planning.

Page 4

 
Bioline Reagents Limited
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2024

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company's greenhouse gas emissions and energy consumption are as follows. Please note that 2023 was a 15 month period and therefore consumption is not wholly comparable with the prior period. 


31 December
15 months
31 December
2024
2023

Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
19.68
27.58

Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
1,349.56
1,645.48

Energy consumed from activities for which the Company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Company for its own use, including for the purposes of transport, in kWh
283,415
346,327

Energy usage data has been provided by the company's energy provider and converted to CO2e using appropriate conversion factors from the Department for Business, Energy and Industrial Strategy.

Efforts were made to improve efficiency by using electrical central heating units, replacing gas ones, and challenging local management to continually review current energy consumption and identify potential efficiencies.

Management have decided to use CO2e/sq ft of premesis space as their reported ratio. In 2024, this was 57kg/sqft (2023: 69kg/sqft).

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

 
Bioline Reagents Limited
 
 
 
Directors' Report (continued)
For the Period Ended 31 December 2024

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





A S Kitzmiller
Director

Date: 12 September 2025

Page 6

 
Bioline Reagents Limited
 
 
 
Independent Auditors' Report to the Members of Bioline Reagents Limited
 

Opinion


We have audited the financial statements of Bioline Reagents Limited (the 'Company') for the period ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Other information


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


We have nothing to report in this regard.


Page 7

 
Bioline Reagents Limited
 
 
 
Independent Auditors' Report to the Members of Bioline Reagents Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

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


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


Page 8

 
Bioline Reagents Limited
 
 
 
Independent Auditors' Report to the Members of Bioline Reagents Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

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


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

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the company operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of local management and parent company management, including whether management    was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge   of any actual, suspected, or alleged fraud. 
• Supporting documentation relating to the Company's policies and procedures for:
    - Identifying, evaluating, and complying with laws and regulations
    - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Company operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with laws  and regulations and fraud.
• Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect    irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
 
Page 9

 
Bioline Reagents Limited
 
 
 
Independent Auditors' Report to the Members of Bioline Reagents Limited (continued)



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


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





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

15 September 2025
Page 10

 
Bioline Reagents Limited
 
 
Statement of Comprehensive Income
For the Period Ended 31 December 2024

31 December
15 months
31 December
2024
2023
Note
£
£

  

Turnover
 4 
17,077,400
21,102,581

Cost of sales
  
(2,660,973)
(5,221,992)

Gross profit
  
14,416,427
15,880,589

Administrative expenses
  
(5,072,513)
(6,290,441)

Exceptional administrative expenses
 12 
(255,922)
(254,622)

Other operating income
 5 
370,979
379,637

Operating profit
 6 
9,458,971
9,715,163

Interest payable and similar expenses
 9 
(22,834)
(25,745)

Profit before tax
  
9,436,137
9,689,418

Tax on profit
 10 
(2,446,132)
(2,152,018)

Profit for the financial period
  
6,990,005
7,537,400

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 28 form part of these financial statements.

Page 11

 
Bioline Reagents Limited
Registered number: 04838884

Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
-
-

Tangible assets
 14 
259,485
335,523

  
259,485
335,523

Current assets
  

Stocks
 15 
483,038
726,128

Debtors: amounts falling due within one year
 16 
6,127,213
4,991,052

Cash at bank and in hand
 17 
2,818,907
3,577,928

  
9,429,158
9,295,108

Creditors: amounts falling due within one year
 18 
(1,879,954)
(2,796,822)

Net current assets
  
 
 
7,549,204
 
 
6,498,286

Total assets less current liabilities
  
7,808,689
6,833,809

Provisions for liabilities
  

Deferred tax
 19 
(30,916)
(46,041)

  
 
 
(30,916)
 
 
(46,041)

Net assets
  
7,777,773
6,787,768


Capital and reserves
  

Called up share capital 
 20 
700
700

Profit and loss account
 21 
7,777,073
6,787,068

  
7,777,773
6,787,768


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A S Kitzmiller
Director

Date: 12 September 2025

The notes on pages 14 to 28 form part of these financial statements.

Page 12

 
Bioline Reagents Limited
 

Statement of Changes in Equity
For the Period Ended 31 December 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 October 2022
700
20,249,668
20,250,368


Comprehensive income for the period

Profit for the period
-
7,537,400
7,537,400


Contributions by and distributions to owners

Dividends: Equity capital
-
(21,000,000)
(21,000,000)



At 1 January 2024
700
6,787,068
6,787,768


Comprehensive income for the period

Profit for the period
-
6,990,005
6,990,005


Contributions by and distributions to owners

Dividends: Equity capital
-
(6,000,000)
(6,000,000)


At 31 December 2024
700
7,777,073
7,777,773


The notes on pages 14 to 28 form part of these financial statements.

Page 13

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

1.


General information

Bioline Reagents Limited is a company limited by private share capital, incorporated in England. The address of the company's registered office, and its principal place of business, is 16 The Edge Business Centre, Humber Road, London, NW2 6EW.
The principal activity of the company for the period under review was that of the development and sale of reagents for molecular biology.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Meridian Bioscience Inc. as at 31 December 2024 and these financial statements may be obtained from the Companies House page for the company's immediate parent, Meridian Bioscience International Limited.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

Page 14

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.4

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Company as lessee

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

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

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

Finance costs

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

Page 15

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

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

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

 
2.9

Current and deferred taxation

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

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

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

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


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 16

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over lease term
Plant and machinery
-
4 years
Fixtures and fittings
-
4 years
Computer equipment
-
4 years

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

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

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

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

 
2.15

Cash and cash equivalents

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

 
2.16

Creditors

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

Page 17

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)

 
2.17

Provisions for liabilities

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

 
2.18

Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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

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

Financial liabilities

Page 18

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

 
2.19

Dividends

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

Page 19

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. 
The items in the financial statements where these judgements and estimates have been made include:
Stock provisions
Management regularly review the ageing of stock and make appropriate provision where stock is anticipated to not be sold before it's "best before" date.
At the year end, the company held a provision against stock of £95,493 (
2023: £138,869).
Debtor provisions
Management regularly review the ageing of debtors and make appropriate provision where a debt is considered to be doubtful.
At the year end, the company held provisions against debtors of £205 (
2023: £112).


4.


Turnover

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


31 December
15 months
31 December
2024
2023
£
£

Third pary customers
13,259,884
12,463,817

Intercompany sales
3,817,516
8,638,764

17,077,400
21,102,581


Analysis of turnover by country of destination:

31 December
15 months
31 December
2024
2023
£
£

United Kingdom
2,647,979
1,996,535

Rest of Europe
7,004,039
7,918,144

Rest of the world
7,425,382
11,187,902

17,077,400
21,102,581


Page 20

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

5.


Other operating income

31 December
15 months
31 December
2024
2023
£
£

Research and development tax credit
370,979
379,637



6.


Operating profit

The operating profit is stated after charging:

31 December
15 months
31 December
2024
2023
£
£

Exchange differences
193,538
862,620

Other operating lease rentals
377,170
416,845


7.


Auditors' remuneration

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


31 December
15 months
31 December
2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
31,100
35,000

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

Taxation compliance services
10,250
10,250

Page 21

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

8.


Employees

Staff costs were as follows:


31 December
15 months
31 December
2024
2023
£
£

Wages and salaries
2,496,327
2,894,342

Social security costs
256,031
331,992

Cost of defined contribution scheme
139,382
179,958

2,891,740
3,406,292


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


     31 December
       15 months
      31 December
        2024
        2023
            No.
            No.







Management
2
2



Sales and Marketing
5
5



Production
26
33



Administration
3
2

36
42

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


9.


Interest payable and similar expenses

31 December
15 months
31 December
2024
2023
£
£


Other interest payable
22,834
25,745

Page 22

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

10.


Taxation


31 December
15 months
31 December
2024
2023
£
£

Corporation tax


Current tax on profits for the year
2,439,057
2,186,762

Adjustments in respect of previous periods
22,200
-


Total current tax
2,461,257
2,186,762

Deferred tax


Origination and reversal of timing differences
(15,125)
(34,744)

Total deferred tax
(15,125)
(34,744)


Tax on profit
2,446,132
2,152,018

Factors affecting tax charge for the period

The tax assessed for the period is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22.6%). The differences are explained below:

31 December
15 months
31 December
2024
2023
£
£


Profit on ordinary activities before tax
9,436,137
9,689,418


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.6%)
2,359,034
2,189,808

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
65,998
201

Adjustments to tax charge in respect of prior periods
20,198
-

Adjustments to tax charge in respect of prior periods - deferred tax
(1,100)
-

Changes in tax rates
-
(3,320)

Other differences leading to an increase (decrease) in the tax charge
2,002
515

Group relief
-
(35,186)

Total tax charge for the period
2,446,132
2,152,018

Page 23

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

11.


Dividends

31 December 2024
15 months
31 December 2023
£
£


Dividends paid on equity capital
6,000,000
21,000,000


12.


Exceptional items

31 December
15 months
31 December
2024
2023
£
£


Restructuring expenses
255,922
254,622

During the prior year, a decision was taken to relocate the Logistics function of the group from the UK to Germany. Total costs incurred in respect of this totalled £255,922.


13.


Intangible assets




Patents
Trademarks
Total

£
£
£



Cost


At 1 January 2024
170,179
434,554
604,733



At 31 December 2024

170,179
434,554
604,733



Amortisation


At 1 January 2024
170,179
434,554
604,733



At 31 December 2024

170,179
434,554
604,733



Net book value



At 31 December 2024
-
-
-



At 31 December 2023
-
-
-



Page 24

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

14.


Tangible fixed assets





Assets under construction
Plant and machinery
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost


At 1 January 2024
3,248
872,764
1,317,647
161,859
2,355,518


Additions
35,142
45,074
13,402
3,458
97,076


Transfers between classes
(8,388)
2,026
-
6,362
-



At 31 December 2024

30,002
919,864
1,331,049
171,679
2,452,594



Depreciation


At 1 January 2024
-
699,628
1,205,930
114,437
2,019,995


Charge for the period on owned assets
-
78,647
72,043
22,424
173,114



At 31 December 2024

-
778,275
1,277,973
136,861
2,193,109



Net book value



At 31 December 2024
30,002
141,589
53,076
34,818
259,485



At 31 December 2023
3,248
173,136
111,717
47,422
335,523


15.


Stocks

2024
2023
£
£

Raw materials and consumables
23,248
30,295

Finished goods and goods for resale
459,790
695,833

483,038
726,128


Page 25

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

16.


Debtors

2024
2023
£
£


Trade debtors
1,987,425
957,847

Amounts owed by group undertakings
3,941,458
3,825,208

Other debtors
39,045
55,564

Prepayments and accrued income
159,285
152,433

6,127,213
4,991,052


A charge of £94 (2023: credit of £1,969) was recognised in the Statement of comprehensive income during the year in respect of bad and doubtful debts.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
2,818,907
3,577,928



18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
121,732
176,062

Amounts owed to group undertakings
690,488
940,070

Corporation tax
468,246
457,235

Other taxation and social security
70,066
67,569

Other creditors
13,519
828

Accruals and deferred income
515,903
1,155,058

1,879,954
2,796,822


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

Page 26

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

19.


Deferred taxation




2024
2023


£

£






At beginning of year
(46,041)
(80,785)


Charged to profit or loss
15,125
34,744



At end of year
(30,916)
(46,041)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
34,296
49,339

Other timing differences
(3,380)
(3,298)

30,916
46,041


20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



700 (2023 - 700) Ordinary Shares shares of £1.00 each
700
700



21.


Reserves

Profit and loss account

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


22.


Contingent liabilities

The assets of the company, along with those of other companies within the group which it resides, have been offered as security on credit facilities and other loans granted by various banks to the wider group. The directors are not aware of any situation that would give rise to a claim being made on these guarantees as at the balance sheet date, nor at the date of signing these financial statements.

Page 27

 
Bioline Reagents Limited
 
 
 
Notes to the Financial Statements
For the Period Ended 31 December 2024

23.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £139,382 (2023: £179,958) . Contributions totalling £13,519 (2023: £828) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
304,816
110,500

Later than 1 year and not later than 5 years
1,175,264
-

1,480,080
110,500


25.


Controlling party

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

 
Page 28