The directors present the strategic report for the year ended 31 March 2025.
The principal activity of Medisafe Holdings Limited during the year was that of a holding company. No changes are expected in the foreseeable future.
Investments are held at cost less accumulated impairment and therefore there is a risk of impairment charge. This risk is managed by the annual review for impairment completed on investments and through the monthly reporting of results for the companies in the ownership structure.
The company is part of the STERIS plc group (the "group"). The company is financed by group companies and has no third party debt. It therefore has little interest rate and liquidity exposure. Group risks are discussed in the group's annual report, which does not form part of this report.
The key performance indicators during the year were as follows:
|
| 2025 | 2024 |
|
| £ | £ |
|
|
|
|
Profit after tax |
| 10,000,000 | 5,500,000 |
Shareholders' funds |
| 101,050 | 101,050 |
The profit for the year is due to receiving income of £10,000,000 (2024: £5,500,000) from its subsidiary Medisafe UK Limited.
Section 172 states a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term,
(b) the interests of the company's employees,
(c) the need to foster the company's business relationships with suppliers, customers and others,
(d) the impact of the company's operations on the community and the environment,
(e) the desirability of the company maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly between members of the company.
Medisafe Holdings Limited is a 100% owned subsidiary within the STERIS plc group, and as with many international groups, the directors delegate the day to day management of the company to local teams. The directors of the company are U.S. based and are executive officers of STERIS plc. The company’s management is structured to align the company’s objectives with that of the group, and to ensure the company follows group policies. Further details on these can be found in STERIS plc’s financial statements, which are available online or from 70 Sir John Rogerson’s Quay, Dublin 2, D02 R296, Ireland.
The directors of the company receive regular reporting from their delegated management team and have regular updates to ensure the company continues to meet the directors’ expectations. Details of the KPIs monitored by the directors and the results for the year are detailed above.
The company is an intermediate holding company within the STERIS group, that does not employ any personnel and does not trade. As such its stakeholders are limited and the company identifies these as its shareholder and regulators. The directors acknowledge that the views of, and effects on, these people in regard to key business objectives and decisions are of critical importance to the continued success of the company. Each of these stakeholders will have different expectations of the company and these are as follows:
Shareholder – the shareholder expects the company to continue to provide a return on its capital and to continue to provide opportunities for future returns.
Regulators –The key regulator for the company is HMRC. HMRC expects the company to meet all compliance requirements and submit returns and payments as required, accurately and on time.
There have been no strategic or key changes to the operating structure or objectives of the business in the year. The directors would consider a key business decision to be one which has a material impact on the operations, objectives or financial position of the business.
Key business decisions
The company paid out dividends of £10,000,000 during the year to 31 March 2025 as part of a group-wide cash repatriation project. The impact on the stakeholders was considered and viewed to be minimal.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £10,000,000 (2024: £5,500,000). The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
No significant changes are expected to the core business in the near future.
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.
The Company’s business activities, together with a review of the business and the impact of the principal risks and uncertainties have been described in the strategic report. For the year to 31 March 2025 the company made a profit amounting to £10,000,000 and had net assets of £101,050. 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. The 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, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
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.
We have audited the financial statements of Medisafe Holdings 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 14, 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).
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 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
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 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.
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 those that relate to the reporting framework (FRS 102 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 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 noncompliance 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 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.
There was no other comprehensive income in the current or preceding financial year.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
Medisafe Holdings 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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
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. The company has therefore taken advantage of exemptions 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.
Basic financial assets, which include amounts owed by 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.
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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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 do not consider there to be any specific judgements or estimates that need to be disclosed.
Directors' remuneration for all the directors have been borne by another group company. The directors are also directors or officers of a number of the companies within the STERIS plc group. The directors' services to the company do not occupy a significant amount of their time. As such the directors do not consider that they have received any remuneration for their inconsequential services to the company for the current or preceding year.
Auditors remuneration of £8,000 (2024: £8,000) has been borne by another group company.
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:
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.
Details of the company's subsidiaries at 31 March 2025 are as follows:
The profit and loss account represents the retained earnings of the business, net of distributions to owners.
The company has taken advantage of the exemption conferred by section 33 of FRS 102 "Related party disclosures" not to disclose transactions with wholly owned members of the group.