The directors present their strategic report for the year ended 31 December 2025.
Phenomenex Limited ("the Company") is a provider of separation science consumables and operates in the UK and through a German branch.
The Company's key financial and other performance indicators were as follows:
The directors consider the operating profit to be satisfactory given the demanding trading conditions. The Company has continued to trade through a difficult year and has a fairly stable market share.
As is prevalent in the industry the Company continues to deal with the risk that products will become obsolete in a highly specialised market. However new product development by its suppliers continues to provide a strong competitive edge going forward into the future.
The directors are monitoring the ongoing conflict in Ukraine and in the middle east. The business has not experienced a direct impact from the conflict to date and the directors believe that the Company, its parent company and its other fellow group companies ("the Group") should be reasonably protected from this conflict.
Liquidity risk
Adequate finance is available for the Company, through it being part of the Danaher Corporation Group, to take advantage of any business opportunities.
Credit risk
The Company has implemented tight controls over credit offered to customers and subsequent collection of balances. This mitigated the risk of losses caused by non-payment by customers.
The Company intends to continue to increase its market share in the industry. As such the Company intends to continue to develop and improve on its product range and provide a high quality service to support sales to the customer.
In order to facilitate the growth, the Company will continue to expand its product range, staff training and number of sales staff to meet the demands of the customer. The Company will also seek to take advantage of finance arrangements available to the Group in order to reduce costs.
On behalf of the board
The directors present their annual report and the audited financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £950,292 (2024: £1,033,028).
The directors paid a dividend of £10,000,000 in the current year (2024: £nil). No final dividend is proposed to be paid post year end. Refer to note 11 for further details.
The directors who held office during the year and up to the date of signature of the financial statements, except as noted, were as follows:
Branches outside the United Kingdom
The Company has a branch operation, as defined in section 1046(3) of the Companies Act 2006, in Germany. The results have been combined in the financial statements.
Matters covered in the Strategic Report
The Company has chosen, in accordance with s.414C(II) Companies Act 2006, to set out in the Company's Strategic Report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' Report. It has done so in respect of future developments and financial risk management.
Going concern
Despite the uncertainty in the current global geopolitical environment, the directors are confident that they have put measures in place to ensure the impact is mitigated as much as possible, with protection of staff, continuity of supply chain, continued service delivery to customers and ongoing productivity being maintained.
As well as cash generated from operations the Company is also part of the Danaher UK Group cash pool arrangement. All members of the cash pool have entered into unlimited cross guarantees in respect of bank borrowings based on cash balances within the cash pool accounts.
The Company, as a limited risk distributor with pricing arrangements in place, is trading profitably as expected and also has positive cash flow and a strong balance sheet throughout the assessment period. The Group cash pool arrangement in the UK is also available if the Company requires immediate access to cash funds to meet its liabilities as they fall due. The cash position of the UK Group as a whole is strong and therefore the Company has access to sufficient operating funds as necessary.
The directors have a reasonable expectation that the Company has adequate resources to continue in operation during the assessment period of 12 months from approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
The directors are responsible for preparing the annual 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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101"). 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, 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;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in FRS 101 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on company financial position and financial performance;
in respect of the financial statements, state whether applicable UK Accounting Standards, including FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is appropriate to presume that the Company will not 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.
Under applicable law and regulations, the directors are also responsible for preparing a strategic report and directors' report, that comply with that law and those regulations, The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.
We have audited the financial statements of Phenomenex Limited for the year ended 31 December 2025 which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes 1 to 25, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for 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 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this 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 the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions 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 year 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.
Explanation as to what extent the audit was considered 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 irregularities, including fraud. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice), the Companies Act 2006, and United Kingdom direct and indirect tax regulations. In addition, the Company must comply with operational and employment laws and regulations including health and safety regulations, environmental regulations, Competition Law, anti-bribery and corruption regulations and General Data Protection Requirements.
We understood how the Company is complying with those frameworks by holding enquiries with management and those charged with governance. We understood the potential incentive and ability to override controls, and employee access to guidance of how to report any instances on non-compliance. We understood any controls put in place by wider group management to reduce the opportunities for fraudulent transactions.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by obtaining and reading group policies and holding enquiries of management and those charged with governance. Through these procedures we considered the risk of management override in relation to revenue recognition as the key area of focus. We addressed this risk through sample testing of revenue recognised in the year to underlying contracts and other supporting documentation, ensuring such revenue was recognised in accordance with the satisfaction of performance obligations in line with the operating companies’ revenue recognition policy and UK Generally Accepted Accounting Practice. We have also used data analytics and obtained the entire population of journals for the year and identified specific transactions for further investigation based on certain criteria. We understood the transactions identified for testing and agreed them to source documentation.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved:
a. Enquiry of management and those charged with governance as to any fraud identified or suspected in the period, any actual or potential litigation or claims or breaches of significant laws or regulations applicable to the Company;
b. Auditing the risk of management override of controls, through testing of a sample of journal entries and other adjustments for appropriateness;
c. Enquiry of management, coupled with testing of journal entries, in order to identify understand any significant transactions outside of the normal course of business; Challenging the judgements made by management through corroborating the basis for those judgments and considering contradicting evidence; and
d. Reading financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
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 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.
All amounts are derived from continued operations.
The notes on pages 12 to 28 form part of these financial statements.
The notes on pages 12 to 28 form part of these financial statements.
The notes on pages 12 to 28 form part of these financial statements.
Phenomenex Limited (the Company) is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown on the Company information page.
The nature of the Company's operations and its principal activities are set out in the Directors' report on page 2.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
These financial statements are presented in pounds sterling which is the currency of the primary economic environment in which the Company operates.
Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
IAS 8 requirement to disclose information about the impact of standards not yet effective;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets and;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
This information is included in the consolidated financial statements of Danaher Corporation as at 31 December 2025 and these financial statements may be obtained from 2200 Pennsylvania Avenue, Suite 800 West, Washington DC 20037, USA.
Computer software is stated at cost less accumulated amortisation. Software is amortised over its estimated useful life, of between one and five years, on a straight-line basis.
Intellectual property is stated at cost less accumulated amortisation. Intellectual property is amortised over its estimated useful life, which is 10 years, on a straight-line basis.
Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation are amended prospectively to reflect the new circumstances.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Basic financial liabilities, including trade creditors, amounts owed to fellow group undertakings and other creditors 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 receipts discounted at a market rate of interest. 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. Creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
The Company does not hold or issue derivative financial instruments.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Statement of Financial Position date.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of underlying timing differences can be deducted.
The Organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) published the Pillar Two model rules. These are aimed at ensuring that large corporate groups are subject to a minimum taxation at a 15 percent rate in each jurisdiction where they operate. The Company is in the scope of the Pillar Two Model Rules and has adopted the amendments to IAS 12 (see note 10, tax on profit). It is unclear if the Pillar Two model rules create additional temporary differences, whether to remeasure deferred taxes for the Pillar Two model rules and which tax rate to use to measure deferred taxes. In response to this uncertainty, on 23 May 2023 and 27 June 2023, respectively, the IASB and AASB issued amendments to IAS 12 ‘Income taxes’ introducing a mandatory temporary exception to the requirements of IAS 12 under which a company does not recognise or disclose information about deferred tax assets and liabilities related to the proposed OECD/ G20 BEPS Pillar Two model rules.
The Company continues to apply the temporary exception at 31 December 2025.
Other short term benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
The Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Company recognises the lease payments as an administrative expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise:
Fixed lease payments (including in substance fixed payments), less any lease incentives receivable;
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
The amount expected to be payable by the lessee under residual value guarantees;
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The Company did not make any such adjustments during the periods presented.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented with the tangible fixed assets in the Statement of Financial Position.
Investment income
Investment income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Dividend payable
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.
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:
Stock provisioning
The Company's product is of a highly technical nature and is subject to changing consumer demands. As a result, it is necessary to consider the recoverability of the cost of stock and associated provisioning is required. When calculating the stock provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated sale ability of goods for resale.
Impairment of debtors
The Company makes an estimate of the recoverability value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, ageing profile and historical ageing experience.
There are no non-audit services payable to auditors during the current or previous year.
The average monthly number of persons (including directors) employed by the Company during the year was:
Their aggregate remuneration comprised:
The directors are also directors of other entities within the Danaher Group. Given their services to Phenomenex Limited are incidental to their overall group role then no remuneration is recognised in these financial statements.
The interest on the intercompany loan is calculated daily, based on the closing balance of the current account and the applicable mid-Euro overnight deposit rate. In 2025, the intercompany loan generated £87,196 (2024: £314,517) in interest income, corresponding to an effective remuneration rate of 4.77% ( 2024: 2.89%).
The charge for the year can be reconciled to the profit per the income statement as follows:
Change in Corporation Tax rate
The current main rate of corporation tax in the UK is 25%.
The Company is part of the Danaher Corporation Group (the “Group”). Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which the Group operates.
Legislation was enacted in the UK on 11 July 2023 which introduced, as part of Finance (No 2) Act 2023:
a Domestic minimum Top-up Tax (“DTT”) which is intended to be a Qualified Domestic Top-up Tax (“QDMTT”)
an Income Inclusion Rule (“IIR”), known locally as the “multinational top-up tax”.
Both the UK DTT and the UK IIR apply for accounting periods beginning on or after 31 December 2023.
The Group has performed an assessment of the Group’s potential exposure to Pillar Two and it is not anticipated that the IIR will apply in the UK.
The UK satisfies the Transitional Country-by-Country Reporting Safe Harbor (“TCSH”) for financial year ending December 31, 2025 and as a consequence no QDMTT is due.
Finished goods includes goods in transit of £28,921 (2024: £46,537).
The Company participates in a cash pool with AB Sciex Finance B.V., a group company. Interest is received annually and is calculated based on the daily closing balance of the current account, multiplied by the applicable mid-Euro overnight deposit rate.
Accruals and deferred income include accruals of £1,008,105 (2024: £784,506) and deferred income of £174,893 (2024: £137,161).
The following are the major deferred tax assets recognised by the Company and movements thereon during the current and prior reporting year.
The Company does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the Company's treasury function.
Restructure provision above represents provision for severance pay.
Retained earnings represent cumulative profits and losses recognised in the Statement of Comprehensive Income, net of any distributions to owners.
On 24 October 2025, the Company, through its German branch, acquired the Swiss commercial assets and related business of Phenomenex Helvetia for a cash consideration of £2,426,628 (€2,804,746). The business combination was accounted for using merger accounting (a common control transaction), and the excess of the consideration paid over the book value of the net assets acquired has been recorded as a debit balance within a merger reserve of £2,204,334. At the end of the year, the directors reviewed the carrying value of the merger reserve and did not identify any indicators of impairment.
The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly owned subsidiaries.
The most senior parent entity producing publicly available financial statements is Danaher Corporation. These financial statements are available upon request from 2200 Pennsylvania Avenue, Suite 800 West, Washington DC 20037, USA.