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Registered number:
For the Year Ended
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Meridian Bioscience International Limited
Company Information
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Meridian Bioscience International Limited
Contents
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Meridian Bioscience International Limited
Strategic Report
For the Year Ended 31 December 2025
The Directors present their Strategic Report for the period ended 31 December 2025.
The company has been set as a holding company for certain trading companies of the group headed by SD Biosensor Inc, previously Meridian Bioscience, Inc. (The 'Meridian Group'). The company is intended to continue to act in this vein in future periods.
The company was formed on 1st April 2014. The company primarily functions as an intermediate holding company within the Meridian Group. The company sets annual business plans for each of the entities it controls as part of the overall Meridian Group planning process. Management of the company continually monitors the trading performance of each of the entities in line with the overall plan to ensure revenue, profit and working capital utilisation goals are met. During the current period an impairment of £Nil (2024: £Nil) was recognised in relation to the investments it holds in Meridian Group companies.
The Board has a policy of continuous identification and review of key business risks and uncertainties. It oversees the development of processes to ensure that those risks are managed appropriately and operational management are delegated with the task of implementing these processes and reporting to the Board on the outcome. The key risks identified by the Board are as follows:
Dependence of key personnel The company employs a number of senior professionals, who act as the leadership team. A pro-active succession and development plan is in place to mitigate risk, but the loss of senior executives could affect the future success of the company. Fluctuations in foreign exchange The company has exposure to foreign currency movement in a number of currencies, but primarily the Euro and US Dollar. Within the group there is considerable natural hedging provided by the balance of revenue and cost exposure. The company does not therefore currently formally enter into currency hedging transactions. This is kept constantly under review. However, high volatility in currency markets could have a material impact on the performance of the company. Adverse economic and market conditions The company is dependent on the profitability of its subsidiaries, which trade throughout Europe and the Middle East. Their profitability is mainly dependent on spending within the healthcare and life science research areas. The company is therefore at risk due to changes in economic and market conditions. This risk is mitigated by the wide geographical spread of where revenues are generated. 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 side effects to the company.
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Meridian Bioscience International Limited
Strategic Report (continued)
For the Year Ended 31 December 2025
A number of Key Performance Indicators (KPIs) are used by the company in managing and monitoring business performance. The primary driver of the company is investment income from subsidiaries. Subsidiary performance is continually monitored with a focus on Financial KPIs including turnover, gross margins, as well as overall profitability.
Income from subsidiaries amounted to £2,271,811 (2024: £6,058,967). In addition the company made management recharges to group companies totalling £1,371,116 (2024: £1,461,182) during the period.
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.' As part of their induction, a Director is briefed on their duties and they can access professional advice. In the period ended 31 December 2025, the Directors have exercised all their duties, whilst having regard to these and other factors as they managed and governed the Company and Group which it heads.
This report was approved by the board and signed on its behalf.
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Meridian Bioscience International Limited
Directors' Report
For the Year Ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 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.
The profit for the year, after taxation, amounted to £2,357,288 (2024 - £6,073,158).
A dividend of £2,250,000 (2024: £7,000,000) was paid during the period.
The directors do not recommend the payment of a final dividend.
The directors who served during the year were:
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Meridian Bioscience International Limited
Directors' Report (continued)
For the Year Ended 31 December 2025
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Meridian Bioscience International Limited
Independent Auditors' Report to the Members of Meridian Bioscience International Limited
We have audited the financial statements of Meridian Bioscience International Limited (the 'Company') for the year ended 31 December 2025, 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 policies. The 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).
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.
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.
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 Report. Our 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.
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Meridian Bioscience International Limited
Independent Auditors' Report to the Members of Meridian Bioscience International Limited (continued)
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.
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.
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Meridian Bioscience International Limited
Independent Auditors' Report to the Members of Meridian Bioscience International Limited (continued)
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.
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Meridian Bioscience International Limited
Independent Auditors' Report to the Members of Meridian Bioscience International 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.
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 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Railway Road
SK1 3GG
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Meridian Bioscience International Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2025
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Meridian Bioscience International Limited
Registered number: 08971622
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 25 form part of these financial statements.
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Meridian Bioscience International Limited
Statement of Changes in Equity
For the Year Ended 31 December 2025
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Meridian Bioscience International Limited is a private company limited by shares and incorporated in England and Wales. The registered office is located at 16 The Edge Business Centre, Humber Road, London, NW2 6EW.
The principal activity of the company for the period under review was that of a holding company.
2.Accounting policies
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).
Certain prior-year amounts have been reclassified to conform with the current-year presentation. These reclassifications had no effect on previously reported profit or net assets.
The following principal accounting policies have been applied:
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);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Meridian Bioscience Inc. as at 31 December 2025 and these financial statements may be obtained from Companies House, as these have been submitted in line with Section 401 of the Companies Act 2006.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
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:
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.
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
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.
Basic 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 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.
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Valuation of investments Management assess at each reporting date whether there is an indication that investments are impaired, by reviewing results to date and future budgets and forecasts. If such indication exists, management shall estimate the recoverable amount of the asset and any impairment loss shall be recognised immediately in the Statement of Comprehensive Income. At the period end, impairments held against investments totalled £3,005,417 (2024: £3,005,417).
Analysis of turnover by country of destination:
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
10.Taxation (continued)
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
Share premium account
Other reserves
Profit and loss account
On 31 January 2023, the company's immediate parent, Meridian Bioscience Inc, was acquired by SD Biosensor Inc., a company incorporated in the Republic of Korea.
With effect from the same date, the company, and various members of the group of which it is a member, entered into security arrangements on a term loan credit agreement and a revolving credit facility ("the debt arrangements"). As part of these security arrangements, the company's subsidiaries have been pledged as security on the liabilities arising out of the debt arrangements. Therefore, if the group were to be in breach of its covenants on the debt arrangements, there is a possibility that the company may need to surrender its ownership of the subsidiary. At the year end, management have confirmed that there is no indication that the group is in breach of its covenants and there is no immediate concern as to the ownership of the subsidiary. Furthermore, 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.
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 £57,552 (2024: £63,707). Contributions totalling £10,707 (2024: £22,049) were payable to the fund at the balance sheet date and are included in creditors.
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Meridian Bioscience International Limited
Notes to the Financial Statements
For the Year Ended 31 December 2025
The immediate parent company is Meridian Bioscience Inc., a company incorporated in the United States of America, 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.. 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.
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