REGISTERED NUMBER: 02480330 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025

FOR

DELF (UK) LIMITED

Page

Company Information

1

Report of the Directors

2

Independent Auditors' Report

4

Statement of Income and Retained Earnings

8

Balance Sheet

10

Notes to the Financial Statements

11

DIRECTORS:

S Donnachie

W J Waelke

A Holmes

SECRETARY:

Csc Cls (UK) Limited

REGISTERED OFFICE:

C/O Csc Cls (UK) Limited

5 Churchill Place

10th Floor

London

E14 5HU

REGISTERED NUMBER:

02480330 (England and Wales)

AUDITORS:

Gilmour Hamilton LLP

Statutory Auditor

37 Portland Road

KILMARNOCK

Ayrshire

KA1 2DJ

The directors present their report with the financial statements of the company for the year ended 31 May 2025.

CESSATION OF TRADING

The company ceased trading on 31 March 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

S Donnachie

W J Waelke

Other changes in directors holding office are as follows:

D E Jones - resigned 31 October 2024

A Holmes was appointed as a director after 31 May 2025 but prior to the date of this report.

M L Mittino and A M Rocklin ceased to be directors after 31 May 2025 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 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. As stated in Note 2, the directors do not consider the Company to be a going concern and have prepared the financial statements on a basis other than going concern.

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 auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Subsequent to the year end, BDO LLP resigned as auditor and Gilmour Hamilton LLP were appointed as auditor.

The auditors, Gilmour Hamilton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S Donnachie - Director

27 May 2026

Other Companies Act 2006 reporting

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

- the information given in the Report of the Directors for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

- the Report of the Directors has been prepared in accordance with applicable legal requirements.

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

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

- adequate accounting records have not been kept, or returns adequate for our audit have not been

received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit; or

- the directors were not entitled to take advantage of the small companies' exemptions in preparing

the report of the Directors and from the requirement to prepare a Strategic Report.

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. As stated in note 2, the Directors do not consider the company to be a going concern and have prepared the financial statements on a basis other than going concern.

Auditor's responsibilities for the audit of the financial statements

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

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:

We identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error and then performed audit procedures responsive to those risks.

From our general experience and through discussion with the directors, we identified areas of laws and regulations that could reasonably be expected to have a material impact on the financial statements. We discussed the company's policies and procedures regarding the compliance with laws and regulations with the directors and considered the internal controls established to mitigate risks of fraud or non-compliance with laws or regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

We reviewed available regulatory and legal correspondence, available board minutes and enquired of the directors regarding any pending litigation or known instances of irregularities, including fraud.

We also performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

We addressed the risk of fraud through management override of controls, reviewing the appropriateness of journal entries and other adjustments, assessed accounting estimates for potential bias and reviewed any significant unusual transactions.

We reviewed the accounting policies and presentation adopted in the financial statements to determine if they were in accordance with applicable law and United Kingdom Accounting Standards;

We addressing the risk of fraud in revenue recognition by obtaining an understanding of the controls in place and where possible testing the operating effectiveness of those controls. Substantive tests were executed to supplement testing of controls.

We vouched balances and reconciling items in management's key control account reconciliations to supporting documentation as at 31 May 2025 and carried out detailed testing, on a sample basis, of transactions to verify the completeness, occurrence and accuracy of the reported financial statements.

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

A further description of our responsibilities 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 Auditor's Report.

Use of our report

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

Neil McConnell (Senior Statutory Auditor)

for and on behalf of Gilmour Hamilton LLP

Statutory Auditor

KILMARNOCK

27 May 2026

TURNOVER

-

3,715,429

3,715,429

Cost of sales

-

(2,976,314

)

(2,976,314

)

GROSS PROFIT

-

739,115

739,115

Administrative expenses

-

(1,554,236

)

(1,554,236

)

-

(815,121

)

(815,121

)

Other operating income

-

10,000

10,000

OPERATING LOSS

4

-

(805,121

)

(805,121

)

Interest receivable and similar income

-

117

117

LOSS BEFORE TAXATION

-

(805,004

)

(805,004

)

Tax on loss

-

15,988

15,988

LOSS FOR THE FINANCIAL YEAR

-

(789,016

)

(789,016

)

Retained earnings at beginning of year

2,285,387

RETAINED EARNINGS AT END OF YEAR

1,496,371

TURNOVER

4,656,706

-

4,656,706

Cost of sales

(3,564,176

)

-

(3,564,176

)

GROSS PROFIT

1,092,530

-

1,092,530

Distribution costs

(5,078

)

-

(5,078

)

Administrative expenses

(919,565

)

-

(919,565

)

167,887

-

167,887

Other operating income

12,000

-

12,000

OPERATING PROFIT

4

179,887

-

179,887

Interest payable and similar expenses

(1,981

)

-

(1,981

)

PROFIT BEFORE TAXATION

177,906

-

177,906

Tax on profit

(47,272

)

-

(47,272

)

PROFIT FOR THE FINANCIAL YEAR

130,634

-

130,634

Retained earnings at beginning of year

2,154,753

RETAINED EARNINGS AT END OF YEAR

2,285,387

FIXED ASSETS

Intangible assets

5

-

65,659

Tangible assets

6

-

70,354

-

136,013

CURRENT ASSETS

Stocks

-

687,958

Debtors

7

162,440

948,816

Cash at bank and in hand

1,887,334

893,139

2,049,774

2,529,913

CREDITORS

Amounts falling due within one year

8

102,403

363,307

NET CURRENT ASSETS

1,947,371

2,166,606

TOTAL ASSETS LESS CURRENT LIABILITIES

1,947,371

2,302,619

PROVISIONS FOR LIABILITIES

450,000

16,232

NET ASSETS

1,497,371

2,286,387

CAPITAL AND RESERVES

Called up share capital

9

1,000

1,000

Retained earnings

10

1,496,371

2,285,387

SHAREHOLDERS' FUNDS

1,497,371

2,286,387

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

The financial statements were approved by the Board of Directors and authorised for issue on 27 May 2026 and were signed on its behalf by:

S Donnachie - Director

1.	STATUTORY INFORMATION

Delf (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page (page 1). The company manufactured and supplied soft soaps and speciality chemical until it ceased trading on 31 March 2025.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" 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 presentation of these financial statements are set out below.

Basis other than going concern

The company ceased to trade on 31 March 2025 and the Directors intend to apply to have the company struck off or wound up as soon as possible. The Directors do not therefore consider it 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. No adjustments were required to the financial statements as a result of preparing them on a basis other than going concern.

Related party exemption

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of goods is recognised when the 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.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Product registrations are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

25% on cost, 20% on cost and 10% 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 Income and Retained Earnings.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out basis. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

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 Balance Sheet date are translated using the closing rate.

Pension costs and other post-retirement benefits

Impairment

Provisions

Provisions are recognised when the company has a legal or constructive obligation arising from a past event, and it is probable that an outflow of the company's financial resources will be required to settle the obligation. Provisions are measured as management's best estimate of the amount with which the liability is expected to be settled. Where the impact is expected to be material, a provision would be discounted to reflect the time value of cash flows.

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 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.

Impairment of assets:

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

In connection with tangible fixed assets, 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.

Provisions are based on managements best estimate of of the amount with which the liability is expected to be settled. Managements estimate will be based on the information available at the time the accounts are finalised. Depending on the circumstances at that time and the nature of the provision, it is possible that subsequent events could result in the provision being materially under or overstated.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 17 (2024 - 17 ) .

The directors are remunerated by other group companies and they are not therefore included in the average number of employees above.

4.	OPERATING (LOSS)/PROFIT

Operating profit is stated after exceptional costs totalling £954,036 connected with the cessation of the company's trade. These costs comprise (principally) of stock provisions and write offs, waste disposal costs, severance and redundancy costs and lease dilapidation costs.

5.	INTANGIBLE FIXED ASSETS

Product

registrations

£

COST

At 1 June 2024

72,693

Additions

41,840

Disposals

(114,533

)

At 31 May 2025

-

AMORTISATION

At 1 June 2024

7,034

Amortisation for year

50,397

Eliminated on disposal

(57,431

)

At 31 May 2025

-

NET BOOK VALUE

At 31 May 2025

-

At 31 May 2024

65,659

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 June 2024

557,628

Additions

7,301

Disposals

(564,929

)

At 31 May 2025

-

DEPRECIATION

At 1 June 2024

487,274

Charge for year

22,370

Eliminated on disposal

(509,644

)

At 31 May 2025

-

NET BOOK VALUE

At 31 May 2025

-

At 31 May 2024

70,354

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

97,912

901,778

Amounts owed by group undertakings

5,225

-

Other debtors

59,303

47,038

162,440

948,816

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

55,275

201,585

Amounts owed to group undertakings

3,296

41,645

Taxation and social security

-

42,841

Other creditors

43,832

77,236

102,403

363,307

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,000

Ordinary

£1

1,000

1,000

10.

RESERVES

Retained

earnings

£

At 1 June 2024

2,285,387

Deficit for the year

(789,016

)

At 31 May 2025

1,496,371

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

11.	ULTIMATE CONTROLLING PARTY

The company's immediate parent company is Neogen Europe Limited, incorporated and based in the United Kingdom. Its ultimate parent company and the parent of the smallest group which draws up consolidated financial statements 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.

12.	BUSINESS TRANSFER AND CESSATION OF TRADE

On 31 March 2025, the company transferred its remaining trade to a fellow (wholly owned) subsidiary company, Quat-chem Limited. The company ceased to trade on that date. All staff were made redundant.

The company's remaining tangible fixed assets and (intangible) product registration costs were transferred to Quat-chem Limited at book value, except finished goods stock which was transferred at selling price. No amount was paid in respect of other intangibles. The amounts transferred were:

£

Product registration costs

58,103

Tangible fixed assets

19,453

Stock

178,696

Total

256,252