Company registration number 03936551 (England and Wales)
NIPRO DIAGNOSTICS (UK) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
NIPRO DIAGNOSTICS (UK) LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
NIPRO DIAGNOSTICS (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
5
-
0
39,354
Current assets
Stocks
-
2,055,678
Debtors
6
5,547,078
4,366,206
Cash at bank and in hand
-
0
10,000
5,547,078
6,431,884
Creditors: amounts falling due within one year
7
(264,701)
(1,719,567)
Net current assets
5,282,377
4,712,317
Total assets less current liabilities
5,282,377
4,751,671
Provisions for liabilities
-
0
(7,918)
Net assets
5,282,377
4,743,753
Capital and reserves
Called up share capital
2
2
Profit and loss reserves
5,282,375
4,743,751
Total equity
5,282,377
4,743,753

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 6 February 2026
S Kemps
Director
Company registration number 03936551 (England and Wales)
NIPRO DIAGNOSTICS (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
2
4,281,011
4,281,013
Year ended 31 December 2024:
Profit and total comprehensive income
-
462,740
462,740
Balance at 31 December 2024
2
4,743,751
4,743,753
Year ended 31 December 2025:
Profit and total comprehensive income
-
538,624
538,624
Balance at 31 December 2025
2
5,282,375
5,282,377
NIPRO DIAGNOSTICS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Nipro Diagnostics (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Units 12 – 14 South Point, Ensign Way, Hamble, Southampton, Hampshire, United Kingdom, SO31 4RF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

Due to the transfer of trade and assets to Nipro Medical UK Limited on the 31st of October 2025, the remaining balances relate to the settlement of year end taxation liabilities, once settled, the company will be dissolved. true

Consequently, the financial statements are not prepared on a going concern basis. The director considers that the accounts would not be significantly different if they were prepared on the going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the sale of diagnostic products and medical devices in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
20% straight line basis
Fixtures and fittings
11.11% - 25% straight line basis
IT equipment
33.33% straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

NIPRO DIAGNOSTICS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

NIPRO DIAGNOSTICS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.9
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Determine whether leases entered into by the company are operating or finance leases

These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

NIPRO DIAGNOSTICS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 6 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock is reviewed annually for impairment and a stock provision is provided for accordingly on a line by line basis. Product life cycles, general market conditions and expected net realisable value are taken into consideration when determining the level of provision required.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
17
17
4
Pillar Two Taxation

The company is part of a multinational group headed by Nipro Corporation, a company incorporated in Japan with consolidated annual revenues exceeding €750 million. As such, the group is within the scope of the OECD’s Pillar Two Global Anti-Base Erosion (GloBE) Model Rules, which introduce a global minimum effective tax rate of 15%. The company is claiming exemption from Pi l lar Two specific disclosures in accordance with FRS 102 Section 1A, as these disclosures will be included in the consolidated financial statements of the ultimate parent, Nipro Corporation.

5
Tangible fixed assets
Software
Fixtures and fittings
IT equipment
Total
£
£
£
£
Cost
At 1 January 2025
16,335
40,144
37,858
94,337
Additions
1,313
383
9,558
11,254
Disposals
(17,648)
(40,527)
(47,416)
(105,591)
At 31 December 2025
-
0
-
0
-
0
-
0
Depreciation and impairment
At 1 January 2025
13,705
12,516
28,762
54,983
Depreciation charged in the year
502
5,258
5,586
11,346
Eliminated in respect of disposals
(14,207)
(17,774)
(34,348)
(66,329)
At 31 December 2025
-
0
-
0
-
0
-
0
Carrying amount
At 31 December 2025
-
0
-
0
-
0
-
0
At 31 December 2024
2,630
27,628
9,096
39,354
NIPRO DIAGNOSTICS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
-
0
1,350,135
Amounts owed by group undertakings
5,547,078
2,977,318
Other debtors
-
0
22,500
Prepayments and accrued income
-
0
16,253
5,547,078
4,366,206

On 31st October 2025 Nipro Diagnostics (UK) Limited transferred trade and assets to fellow group company Nipro Medical UK Limited, resulting in the significant balance due from group noted in 2025.

7
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
-
0
98,156
Amounts owed to group undertakings
215,697
1,177,541
Taxation and social security
49,004
224,031
Other creditors
-
0
219,839
264,701
1,719,567
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter

We draw attention to Note 1.2 to the financial statements which explains that the directors intend to dissolve the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
James Reilly ACCA
Statutory Auditor:
Azets Audit Services
Date of audit report:
6 February 2026
NIPRO DIAGNOSTICS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
9
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Total commitments
-
0
321,434

The amount of non-cancellable operating lease payments recognised as an expense during the year was £169,366 (2024 - £202,405).

10
Parent company

The company's immediate parent is Nipro Medical Europe NV, incorporated in Belgium. Nipro Medical Europe NV is a wholly owned subsidiary of Nipro Corporation.

The ultimate controlling party is Nipro Corporation, a company registered in Japan and listed on the Tokyo stock exchange, who prepares group financial statements.

These financial statements are available on request from Nipro Corporation, 3-9-3 Honjo-nishi, Kita-Ku, Osaka 531-8510, Japan.

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