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BioMerieux : AG 2026 - Statutory auditors' report - 2025 consolidated financial statements
BioMerieux : AG 2026 - Statutory auditors' report - 2025 consolidated financial

About this update from Biomerieux Sa
6 Financial statements Consolidated financial statements 6.1.3 Statutory Auditors' report on the consolidated financial statements This is a free translation into English of the Statutory Auditors' report issued in French and is provided solely for the convenience of English speaking readers. The Statutory Auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the Auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements. This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France. To the bioMérieux Annual General Meeting, Opinion In performing the duty assigned to us by your Annual General Meetings, we conducted an audit of the consolidated financial statements of bioMérieux for the fiscal year ended December 31, 2025, as appended to this report. We hereby certify that the consolidated financial statements are in accordance with International Financial Reporting Standards as adopted by the European Union, are reliable and give a true and fair view of the results of the operations for the previous fiscal year as well as of the financial position and assets, at the end of the year, of the parties and entities included in the consolidation scope. The opinion expressed above is consistent with the contents of our report to the Audit Committee. Basis for opinion Audit Standard We conducted our audit according to generally accepted professional standards in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our responsibilities under these standards are stated in the section "Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements" of this report. Independence We have conducted our audit in accordance with the rules of independence as set out in the French Commercial Code and in the French Code of Ethics for Statutory Auditors, over the period between January1, 2025 to the date of issue of our report, and in particular we have not provided any services prohibited by Article 5(1) of EU Regulation No. 537/2014. Justification for our assessments - Key points of the audit Pursuant to the provisions of Articles L. 821-53 and R. 821-180 of the French Commercial Code relating to the justification of our assessments, we draw your attention to the key points of the audit relating to risks of material misstatements which, according to our professional judgment, were the most significant for the audit of the consolidated financial statements for the fiscal year, plus the answers we have provided to control these risks. Our assessments on these matters are part of the audit approach of the consolidated financial statements taken as a whole and the formation of our opinion expressed above. We do not express an opinion on the elements of these consolidated financial statements taken separately. Valuation of goodwill and other intangible assets Risk identified Our response At December 31, 2025, goodwill amounted to €727.8 million and intangible assets amounted to €401.5 million. Together, they account for almost 20.3% of the Group's total assets. As described in Notes 4 and 5 to the consolidated financial statements, at the acquisition date, goodwill and intangible assets were allocated to a cash-generating unit (CGU) based on expected synergies for the Group. A CGU corresponds either to a legal entity or to a product line. At each closure, the Group systematically applies impairment tests to cash-generating units (CGUs) and also determines whether there are any indications of impairment losses. Impairment tests are used to determine the recoverable amount of a CGU or group of CGUs, representing the higher of their value in use and fair value less costs to sell. In practice, the value in use of a CGU or group of CGUs is determined primarily on the basis of discounted operating cash flow projections covering a period of five years and based on the most recent business plan, and a terminal value. We consider this to be a key audit issue, given the uncertainties inherent in the likelihood of achieving forecasts and the fact that the recoverable amount of goodwill relies heavily on management's judgment, particularly with regard to operating margin rate assumptions, growth rates for cash flow projections and discount rates. We included assessment specialists in the audit team in order to examine the impairment tests performed by senior management. To this end, our work consisted mainly in: assessing the principles and methods for determining evidence of impairment losses and the recoverable amount of goodwill and intangible assets; analyzing, including through interviews with senior management, the main data and the assumptions on which the estimates are based (such as the discount rate and the perpetuity growth rate); reviewing business forecasts and prospects of legal entities or ranges through interviews with senior management, and comparing the cash flow projections of previous periods with the corresponding actual figures; comparing, through random sampling, the accounts of the data used in carrying out impairment tests and testing the arithmetical accuracy of the calculations for the valuations used by the Group; comparing with accounting records any impairment losses resulting from impairment test calculations prepared by management. 320 2025 Universal Registration Document • bioMérieux 6 Financial statements Consolidated financial statements Specific verification As required by the legal and regulatory provisions, and in accordance with the professional standards applicable in France, we have also verified the information presented in the Board of Directors' management report concerning the group. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Other verifications or information required by laws and regulations Format of the consolidated financial statements to be included in the annual financial report In accordance with the professional standard on the due diligence of statutory auditors in relation to the annual and consolidated financial statements presented in accordance with the single European electronic reporting format, we have also verified compliance with this format, as defined by European Delegated Regulation No. 2019/815 of December 17, 2018, as presented in the consolidated financial statements to be included in the annual financial report referred to in Article L. 451-1-2, I of the French Monetary and Financial Code. These have been prepared under the responsibility of the Chief Executive Officer. Our work with consolidated financial statements includes verifying that the markup of these financial statements complies with the format defined by the above-mentioned regulation. Based on our work, we conclude that the presentation of the consolidated financial statements for inclusion in the annual financial report complies, in all material respects, with the single European electronic reporting format. It is not our responsibility to verify that the consolidated financial statements that your company will include in the annual financial report filed with the AMF correspond to those we have audited. Appointment of Statutory Auditors We were appointed Statutory Auditors of bioMérieux by your Annual General Meeting of May 30, 2017 for GRANT THORNTON and May 30, 2012 for ERNST & YOUNG et Autres. At December 31, 2025, GRANT THORNTON was in the ninth continuous year of its audit engagement, while ERNST & YOUNG et Autres was in the 14th year. Responsibilities of senior management and the persons constituting corporate governance for the consolidated financial statements Senior management is responsible for the preparation of consolidated financial statements that present a true view in accordance with the IFRS standard adopted by the European Union, together with the implementation of the internal control it deems relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. When preparing the consolidated financial statements, senior management is responsible for assessing the Company's ability to continue as a going concern, to present in these financial statements, if necessary, information concerning the continuity of the Company's operations and to apply the accounting policy of going concern, unless there are plans to unwind the Company or discontinue the business. The Audit Committee is responsible for monitoring the financial reporting preparation process and the effectiveness of internal control and risk management systems and, if necessary, the Internal Audit Department with respect to procedures relating to preparation and treatment of financial and accounting information. These consolidated financial statements have been approved by the Board of Directors. Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements Audit objective and procedure It is our duty to draw up a report on the consolidated financial statements. Our objective is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance corresponds to a high level of assurance, without however guaranteeing that an audit conducted in accordance with professional standards will systematically detect any material misstatement. Misstatements may arise from fraud or result from errors and are considered as material when it can be reasonably expected that, taken singly or together, they can influence the economic decisions that users of the financial statements take based thereon. As stated in Article L. 821-55 of the French Commercial Code, our engagement to certify the financial statements does not consist in guaranteeing the viability or quality of management of your Company. Within the framework of an audit conducted in compliance with professional standards applicable in France, the statutory Auditor exercises his professional judgment throughout the audit. Furthermore: the statutory auditor identifies and assesses the risks whereby the consolidated financial statements may contain material misstatements, whether from fraud or errors; defines and implements audit procedures in view of those risks; and collects the elements they consider sufficient and appropriate on which to base their opinion. The risk of not detecting a material misstatement arising from fraud is higher than the risk of a material misstatement resulting from error, because fraud may imply collusion, falsification, voluntary omissions, false declarations or the circumvention of internal control; the statutory auditor reviews the relevant internal control for the audit in order to define the appropriate audit procedures for the circumstances and not to express an opinion on the effectiveness of internal control; bioMérieux • 2025 Universal Registration Document 321 6 Financial statements Consolidated financial statements he assesses the appropriateness of the accounting methods used and the reasonable nature of the accounting estimates made by senior management, as well as information concerning these methods provided in the consolidated financial statements; he assesses the appropriateness of the application by the management of the going concern concept and, according to the elements collected, whether or not there is a material uncertainty linked to events or circumstances likely to compromise the Company's ability to continue as a going concern. This assessment is based on the information collected until the date of his report. It is however pointed out that subsequent circumstances or events could jeopardize continuity as a going concern. If he concludes that there is a material uncertainty, the statutory auditor draws the attention of the readers of the report to the information provided in the consolidated financial statements about such uncertainty, or if this information is not provided or is not relevant, he issues a certification with reservations or a refusal to certify; he assesses the overall presentation of the consolidated financial statements and whether these reflect underlying operations and events, so as to give a true view; concerning the financial information of the persons or entities included in the consolidation scope, he collects the information considered sufficient and appropriate to express an opinion on the consolidated financial statements. He is responsible for the management, supervision and performance of the audit of the consolidated financial statements as well as the opinion expressed thereafter. Report to the Audit Committee We submit a report to the Audit Committee that presents, in particular, the scope of the audit and the work schedule implemented as well as the conclusions of our audit. Our audit also informs the Audit Committee of any material weaknesses of internal control that we have identified with respect to the procedures relating to the preparation and treatment of financial and accounting information. The points mentioned in the report to the Audit Committee include the risks of material misstatements that we consider to have been the most important for the audit of the consolidated financial statements of the fiscal year, which therefore constitute the key points of the audit, which it is our duty to describe in this report. We also submit to the Audit Committee the declaration provided for in Article 6 of EU Regulation No. 537/2014 confirming our independence, within the meaning of the rules applicable in France as set out in Articles L. 821-27 to L. 821-34 of the French Commercial Code and in the Statutory Auditors' Professional Code of Ethics. If necessary, we will meet the Audit Committee to discuss the risks that threaten our independence and the safeguard measures applied. Lyon, March 13, 2026 The Statutory Auditors GRANT THORNTON French member of Grant Thornton International Jean Morier ERNST & YOUNG et Autres Sylvain Lauria 322 2025 Universal Registration Document • bioMérieux 2025 Universal Registration Document