Company registration number 00955553 (England and Wales)
VERNON-CARUS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
VERNON-CARUS LIMITED
COMPANY INFORMATION
Directors
Mr M J Tokich
Mr J P Ubbing
Company number
00955553
Registered office
2200 Renaissance
Basing View
Basingstoke
Hampshire
RG21 4EQ
Auditor
Ernst & Young LLP
No.1 Colmore Square
Birmingham
B4 6HQ
VERNON-CARUS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 17
VERNON-CARUS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company during the year continued to be that of an intermediate holding company.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M J Tokich
Mr J P Ubbing
Qualifying third party indemnity provisions

The group maintains directors' and officers' liability insurance for the directors, which gives appropriate cover for any legal action brought against its directors. This indemnity provision was in place throughout the financial year and is in place at the date of approval of the financial statements.

Future developments

The directors do not expect a change in the business activities of the company in the foreseeable future.

Auditor

In accordance with the company's articles, a resolution proposing that Ernst & Young LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions provided by section 415A of the Companies Act 2006, applicable to companies entitled to the small companies exemption.

The directors have also taken advantage of the exemptions available under section 414B of the Companies Act 2006, and consequently no strategic report has been prepared.

Going Concern

For the year to 31 March 2025 the company made a profit amounting to £96,069 and had net assets of £4,625,976. Although the company is expected to be profitable, the company has also received confirmation from its intermediate parent undertaking, STERIS Limited, of its intention to provide support, where needed, for a period of 12 months from the date of approval of the accounts. T he directors have assessed the ability of STERIS Limited to provide support, and therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

VERNON-CARUS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
On behalf of the board
Mr M J Tokich
Director
14 October 2025
VERNON-CARUS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

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 the company's financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102"). 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 in accordance with Section 10 of FRS 102 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 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the group and company financial position and financial performance;

- in respect of the company financial statements, state whether applicable UK Accounting Standards, including FRS102, 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 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 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 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.

VERNON-CARUS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VERNON-CARUS LIMITED
- 4 -
Opinion

We have audited the financial statements of Vernon-Carus Limited (the 'company') for the year ended 31 March 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 16, including 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).

In our opinion the financial statements:

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

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

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

Basis for opinion

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 Auditor's 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 UK, including the FRC’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.

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 approved for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

VERNON-CARUS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VERNON-CARUS LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport. 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 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 exemption in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement set out on page 3, 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.

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.

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.

VERNON-CARUS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VERNON-CARUS LIMITED (CONTINUED)
- 6 -

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006) and tax regulation in the United Kingdom.

- We understood how the Company is complying with those frameworks by making enquiries of senior management and the finance team to understand how the company maintains and communicates its policies and procedures in these areas and corroborated this by reviewing minutes of the board meetings and the financial statements.

- We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where they considered there was susceptibility to fraud. We considered the processes and controls that the Company had established to address identified risks, or that otherwise prevent or detect fraud; and how management monitors those processes and controls. Due to the nature of the Company and its limited level of transaction activities, we have not identified any risk of material misstatement due to fraud.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved understanding management’s internal controls over compliance with laws and regulations, enquiries of management, vouching transactions to source documentation and verifying that they are recorded in compliance with FRS 102 and in conformity with the requirements of the Companies Act 2006.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Lorna McNeil (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP, Statutory Auditor
No.1 Colmore Square
Birmingham
B4 6HQ
14 October 2025
VERNON-CARUS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
2025
2024
Notes
£
£
Turnover
-
-
Administrative expenses
69,240
-
0
Operating profit
69,240
-
Interest receivable and similar income
5
132,609
118,734
Profit before taxation
201,849
118,734
Tax on profit
6
(105,780)
(85,049)
Profit for the financial year
96,069
33,685
VERNON-CARUS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
7
649,896
649,896
Current assets
Debtors falling due after more than one year
9
-
0
1,924,073
Debtors falling due within one year
9
5,631,529
3,499,000
5,631,529
5,423,073
Creditors: amounts falling due within one year
10
(1,506,449)
(1,394,062)
Net current assets
4,125,080
4,029,011
Total assets less current liabilities
4,774,976
4,678,907
Creditors: amounts falling due after more than one year
11
(149,000)
(149,000)
Net assets
4,625,976
4,529,907
Capital and reserves
Called up share capital
13
1,095,000
1,095,000
Share premium account
14
144,000
144,000
Capital redemption reserve
14
15,000
15,000
Profit and loss reserves
14
3,371,976
3,275,907
Total equity
4,625,976
4,529,907
The financial statements were approved by the board of directors and authorised for issue on 14 October 2025 and are signed on its behalf by:
Mr M J Tokich
Director
Company registration number 00955553 (England and Wales)
VERNON-CARUS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 April 2023
1,095,000
144,000
15,000
3,242,222
4,496,222
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
33,685
33,685
Balance at 31 March 2024
1,095,000
144,000
15,000
3,275,907
4,529,907
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
96,069
96,069
Balance at 31 March 2025
1,095,000
144,000
15,000
3,371,976
4,625,976
VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
1
Accounting policies
Company information

Vernon-Carus Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2200 Renaissance, Basing View, Basingstoke, Hampshire, RG21 4EQ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of STERIS plc. These consolidated financial statements are available from its registered office, 70 Sir John Rogerson's Quay, Dublin 2, D02 R296, Ireland.

The company has taken advantage of the exemption under section 40 1 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

For the year to 31 March 2025 the company made a profit amounting to £96,069 and had net assets of £4,625,976. Although the company is expected to be profitable, the company has also received confirmation from its intermediate parent undertaking, STERIS Limited, of its intention to provide support, where needed, for a period of 12 months from the date of approval of the accounts. T true he directors have assessed the ability of STERIS Limited to provide support, and therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 11 -
1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position 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 are amounts due from group undertakings, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities

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

VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
Taxation

Tax is recognised in the Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current tax

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

1.6
Foreign exchange

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

1.7

Preference shares

A preference share that provides for mandatory redemption by the issuer for a fixed or determined amount at a fixed or determinable future date, or gives the holder the right to require the issuer to redeem the instrument at or after a particular date for a fixed or determinable amount, is a financial liability.

2
Judgements and key sources of estimation uncertainty

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

The directors deem that there are no material judgements or estimates to be disclosed.

3
Auditors' remuneration

The auditors remuneration of £8,000 (2024: £8,000) has been borne by another group company.

VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
4
Employees

The c ompany does not have any employees (20 24 - Nil).

The d irectors’ remuneration has been borne by another group company. The d irectors are also directors or officers of a number of group companies. The d irectors’ services to the c ompany do not occupy a significant amount of their time. As such, the d irectors do not consider that they have received any remuneration for their incidental services for the current or prior years.

5
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest receivable from group companies
132,609
118,734
6
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
105,828
85,049
Adjustments in respect of prior periods
(48)
-
0
Total current tax
105,780
85,049

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
201,849
118,734
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
50,462
29,684
Transfer pricing adjustments
55,318
55,365
Taxation charge for the year
105,780
85,049
VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Taxation
(Continued)
- 14 -

The company accounts for the tax charge or credit arising on imputed interest from historic intercompany balances. These are shown as transfer pricing adjustments.

In December 2021, the OECD released an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules, which aim to reform corporate taxation rules, including a global minimum tax rate. These rules are applicable for multinational enterprise groups with global revenue over €750m. The legislation implementing the rules in the UK was substantively enacted on 20 June 2023 and first has effect for the company for the year ended 31 March 2025. The company has applied the exemption under FRS102 in relation to accounting for deferred tax assets and liabilities arising from the implementation of the Pillar Two model rules.

The STERIS plc Group's assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the constituent entities in the Group. Based on the assessment carried out so far and to the extent information is known and reasonably estimable, the Group considers that there are no countries where there is a potential impact, which would be captured in this Company. A current tax expense has therefore not been recorded in respect of Pillar Two income taxes in this Company.

7
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
8
649,896
649,896
8
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Vernon and Co. Limited
2200 Renaissance House, Basing View, Basingstoke, RG21 4EQ
Non-trading
Ordinary
100.00
9
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
5,631,529
3,499,000
2025
2024
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
-
0
1,924,073
Total debtors
5,631,529
5,423,073
VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
9
Debtors
(Continued)
- 15 -

Included within the amounts owed to group undertakings is a loan owed to Synergy Health (UK) Ltd. The loan is for a principal amount of £1,943,322, matures on 28 Ma y 202 7 (2024: 28 May 2024), and can be terminated by either party with 30 days notice. The interest rate on the loan is variable and based on the group's external borrowing rates plus a margin. The interest rate on the loan is updated on a monthly basis to reflect movements resulting from changes in external borrowing rates.

All other amounts are trading balances repayable on demand.

10
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
1,293,042
1,273,240
Corporation tax
213,407
120,822
1,506,449
1,394,062

Amounts owned to group undertakings are trading balances repayable on demand. No interest is charged on these balances.

11
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Other borrowings
12
149,000
149,000
12
Loans and overdrafts
2025
2024
£
£
Preference shares
149,000
149,000
Payable after one year
149,000
149,000
13
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 25p each
4,380,000
4,380,000
1,095,000
1,095,000
VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
13
Share capital
(Continued)
- 16 -
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
149,120
149,120
149,120
149,120
Preference shares classified as liabilities
149,120
149,120

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the c ompany. Upon a winding up of the c ompany ordinary shareholders rank below unsecured creditors.

The 5.6% cumulative preference shares are entitled in priority to any payment of dividend on any other class of shares to a fixed cumulative preferential dividend of 5.6% per annum to be paid if and so far as in the opinion of the directors the profits of the c ompany justify such payments. On a winding-up, the holders have priority before all other classes of shares to receive repayment of capital plus any arrears of dividend. The holders have no voting rights.

On 9 November 2009 the shareholder of the c ompany waived all preference dividends until further notice. As such no dividends are accrued in these accounts.

14
Reserves
Share premium

The share premium reserve represents the amount received for shares sold, over and above the nominal value, less transaction costs.

Capital redemption reserve

The capital redemption reserve represents the nominal value of own shares purchased by the c ompany.

Profit and loss reserves

The profit and loss account represents the cumulative earnings of the business, net of distributions to owners.

15
Related party transactions

Advantage has been taken of the exemption conferred by Section 33 Related Party Disclosures not to disclose transactions with subsidiary undertakings 100% of whose voting rights are controlled within the STERIS plc group.

16
Ultimate controlling party
VERNON-CARUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
16
Ultimate controlling party
(Continued)
- 17 -

The c ompany's immediate parent undertaking is Synergy Health (UK) Limited a company incorporated in England and Wales. The registered office of Synergy Health (UK) Limited is 2200 Renaissance, Basing View, Basingstoke, Hampshire, RG21 4EQ.

The ultimate parent undertaking and controlling party is STERIS plc, a company incorporated and domiciled in Ireland.

The largest and smallest group for which consolidated financial statements are prepared is STERIS plc. Copies of the consolidated financial statements are available from its registered office at 70 Sir John Rogerson's Quay, Dublin 2, D02 R296, Ireland.

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