REGISTERED NUMBER: 14075146 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2024

FOR

NEOGEN FOOD SAFETY UK HOLDINGS LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Independent Auditor's Report

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

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:

14075146 (England and Wales)

AUDITOR:

BDO LLP

Statutory Auditor

Citypoint

65 Haymarket Terrace

Edinburgh, UK

EH12 5HD

The directors present their strategic report for the year ended 31 May 2024.

PRINCIPAL ACTIVITY

The company is a non-trading holding company.

REVIEW OF THE BUSINESS

During the period, the company continued to wholly own a subsidiary, Neogen Food Safety UK Ltd. Otherwise, the company was dormant throughout the current period.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is a non-trading, intermediate holding company. Its risks and uncertainties are derived from its subsidiary company, Neogen Food Safety UK Limited as described below:

The subsidiary operates in an innovative and competitive global market. The subsidiary manages the risks associated with that market with a commitment to:

Innovation and product improvement

Expanding its product and service range

Retaining existing customers and acquiring new ones

Management of margins and costs; and

Maintaining a skilled and efficient workforce

The principal risks facing the subsidiary's business are:

Disruption to supply chain

Changing raw material prices

Loss of customers due to external market factors

Being unable to retain and attract skilled and efficient employees

ON BEHALF OF THE BOARD:

A Holmes - Director

19 September 2025

The directors present their report with the financial statements of the company for the year ended 31 May 2024.

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

D E Jones - appointed 17 July 2023

W J Waelke - appointed 17 July 2023

M L Mittino - 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 OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditor is unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

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

19 September 2025

Responsibilities of Directors

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

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

Auditor's responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the Company's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Extent to which the audit was capable of detecting irregularities, including fraud

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

Non-compliance with laws and regulations

Based on:

- Our understanding of the Company and the industry in which it operates;

- Discussion with management and those charged with governance; and

- Obtaining and understanding of the Company's policies and procedures regarding compliance with laws

and regulations;

We considered the significant laws and regulations to be the applicable accounting framework, UK tax legislation and the Companies Act 2006.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations

Our procedures in respect of the above included:

- Review of minutes of meeting of those charged with governance for any instances of non-compliance

with laws and regulations;

- Review of correspondence with tax authorities for any instances of non-compliance with laws

and regulations;

- Review of financial statement disclosures and agreement 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 meeting of those charged with governance for any known or suspected

instances of fraud;

- Discussion amongst the engagement team as to how and where fraud might occur in the financial

statements; and

- Performing analytical procedures to identify any unusual or unexpected relationships that may

indicate risks of material misstatement due to fraud.

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.

Our procedures in respect of the above included:

- Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to

supporting documentation;

- Assessing significant estimates made by management for bias.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. In addition, the extent to which the audit was capable of detecting irregularities, including fraud was limited by the matter described in the Basis for disclaimer of opinion section of our report.

Use of our report

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

Alastair Rae (Senior Statutory Auditor)

for and on behalf of BDO LLP

Statutory Auditor

Edinburgh, UK

19 September 2025

BDO LLP is a limited liability partnership registered in England and Wales (with

registered number OC305127).

TURNOVER

-

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

-

Tax on profit

4

-

-

PROFIT FOR THE FINANCIAL YEAR

-

-

PROFIT FOR THE YEAR

-

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

-

FIXED ASSETS

Investments

5

6,190,002

6,190,002

TOTAL ASSETS LESS CURRENT LIABILITIES

6,190,002

6,190,002

RESERVES

Capital contribution reserve

6

6,190,002

6,190,002

6,190,002

6,190,002

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

A Holmes - Director

Capital

Retained

contribution

Total

earnings

reserve

equity

£

£

£

Changes in equity

Capital contribution from group company

-

6,190,002

6,190,002

Balance at 31 May 2023

-

6,190,002

6,190,002

Changes in equity

Balance at 31 May 2024

-

6,190,002

6,190,002

1.	ACCOUNTING POLICIES

General information and basis of preparing the financial statements

Neogen Food Safety UK Holdings Ltd is a private limited company, limited by guarantee, registered in England and Wales. The address of its registered office and company number is given in the company information on page 1 of these financial statement and the nature of the company's operations and principal activities are set out in the strategic report.

The financial statements have been prepared in accordance with the applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared in pounds sterling which is the functional currency of the company, rounded to the nearest pound.

The significant accounting policies applied in the preparation of these financial statements are set out below

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

The information is included in the consolidated financial statements of Neogen Corporation which may be obtained from 620 Lesher Place, Lansing MI, 48912, USA.

Preparation of consolidated financial statements

The financial statements contain information about Neogen Food Safety UK Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Neogen Corporation, a publicly owned company, based in the United States of America.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported as assets, liabilities, revenues and expenses for the year. The key sources of estimation uncertainty are as follows:

Impairment in subsidiary

The investment in subsidiary is reviewed annually for evidence of impairment. Factors taken into consideration include the financial position and expected future financial performance of the subsidiary.

Investments in subsidiaries

The cost of the investment in the company's subsidiary is based on its fair value when it was gifted to it by another group company. The investment is carried at cost less accumulated impairment losses.

2.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 May 2024 nor for the period ended 31 May 2023.

The average number of employees during the year was NIL (2023 - NIL).

Period

28.4.22

Year Ended

to

31.5.24

31.5.23

£

£

Directors' remuneration

-

-

The directors are remunerated by other group companies.

3.	OPERATING PROFIT

The auditor is remunerated by another group company.

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 May 2024 nor for the period ended 31 May 2023.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 June 2023

and 31 May 2024

6,190,002

NET BOOK VALUE

At 31 May 2024

6,190,002

At 31 May 2023

6,190,002

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Neogen Food Safety UK Ltd

Registered office: United Kingdom

Nature of business: Manufacture of food safety products

%

Class of shares:

holding

Ordinary

100.00

6.

RESERVES

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 June 2023

-

6,190,002

6,190,002

Profit for the year

-

-

At 31 May 2024

-

6,190,002

6,190,002

Capital contribution reserve

Represents an amount treated as contributed to the company by a group company. It arose because the company was gifted the shares in its subsidiary company.

7.	IMMEDIATE AND ULTIMATE PARENT COMPANY

The company's immediate holding company is Neogen Food Safety Euro Holdings Ltd (registered in the United Kingdom).

The company's ultimate parent company is now Neogen Corporation, a publicly owned company based in the United States of America whose shares are traded on the NASDAQ Stock Market. Copies of the group financial statements for Neogen Corporation are available from Neogen Corporation, 620 Lesher Place, Lansing, MI, 48912, USA.

8.	LIMITED BY GUARANTEE

The company is limited by guarantee of members and does not have a share capital.