Company registration number 10999568 (England and Wales)
STE UK HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
STE UK HOLDCO LIMITED
COMPANY INFORMATION
Directors
Mr J A Zangerle
Ms Karen Burton
(Appointed 14 November 2025)
Company number
10999568
Registered office
2200 Renaissance
Basing View
Basingstoke
Hampshire
RG21 4EQ
Auditor
Ernst & Young LLP
No.1 Colmore Square
Birmingham
B4 6HQ
STE UK HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19
STE UK HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Review of the business

The principal activity of the company was that of a non-trading investment company. During the year, the company performed a capital reduction and declared dividends to transfer its investments and remaining net assets up to its parent in anticipation of winding up the company. The accounts have therefore been prepared on a basis other than going concern.

Principal risks and uncertainties

The company is financed by other STERIS group companies and has no third party debt. It has little interest rate and liquidity exposure. Group risks are discussed in the STERIS plc group's Annual Report, which does not form part of this report.

Key performance indicators

The key financial performance indicators during the year were as follows:

 

 

2025

2024

 

$

$

 

Profit after tax          6,870 2,158,708

Net assets         1 41,431,865

 

 

The main driver for the change in profit after tax is the receipt of dividends from subsidiary companies in the prior year. The reduction in net assets is due to the dividends paid to its parent as referenced above.

Section 172(1) statement

Section 172 states a director of a company must act in the way he considers, 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.

STE UK HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

STE UK Holdco 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:

 

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.

 

Key business decisions

During the year, STE UK Holdco Limited performed a capital reduction, and then paid dividends of $41,438,734 (2024: $2,178,218).

On behalf of the board

Ms Karen Burton
Director
16 December 2025
STE UK HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

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

Principal activities

The principal activity of the company was that of a non-trading investment company. During the year, the company performed a capital reduction and declared dividends to transfer its investments and remaining net assets up to its parent in anticipation of winding up the company. The accounts have therefore been prepared on a basis other than going concern.

 

In September 2024, all of the company's assets (including the equity investments in its subsidiaries) were transferred as a dividend in specie to its immediate parent company.

 

The company has not traded during the year.

Results and dividends

In the year ended 31 March 2025, the company received a dividend in specie of investments in Solar New US Holding Corporation for nil consideration.

On 26 September 2024, The Company declared and paid an interim dividend in specie to its parent, STERIS Corporation, for $41,441,064. When the directors of the Company considered and approved the payment of the Interim Dividend, they determined in good faith based on duly prepared accounts, that the Company had sufficient distributable reserves to pay the Interim Dividend. It has since come to light that the Company was liable for additional costs and charges totalling $2,330 at the date on which the Interim Dividend was approved and paid. Accordingly, to the extent of the Additional Charges, the Company had insufficient distributable reserved to pay the Interim Dividend.

 

Subsequent to the year end, the Company and Parent have entered into a deed of partial repayment of the dividend and release the Directors from liability in respect of the Interim Dividend and to provide for the repayment to the Company by Parent of the Additional Charges. As a result of signing the deed, a receivable has been recognised for $2,330 at the year-end from the parent undertaking with respect to the quantum of the the illegal dividend, which also increased the reserves to nil position.

 

Following the above the net ordinary dividend paid was $41,438,734 (2024: $2,178,219). The directors do not recommend payment of a further 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
(Resigned 14 November 2025)
Mr J A Zangerle
Ms Karen Burton
(Appointed 14 November 2025)
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.

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.

STE UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report certain information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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.

Going concern

The Company's business activities have been described above. It should be noted that the directors transferred all of the company's assets via a dividend in specie in September 2024, and plan to strike off the company in the future. The accounts have therefore been prepared on a basis other than going concern. The directors have determined that the accounting policies applied to individual items should be consistent with those adopted in the prior year. There have been no adjustments made to the financial statements as a result of adopting this basis of preparation.

On behalf of the board
Ms Karen Burton
Director
16 December 2025
STE UK HOLDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -

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:

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.

STE UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STE UK HOLDCO LIMITED
- 6 -
Opinion

We have audited the financial statements of STE UK Holdco 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 15, 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:

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.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw your attention to note 1.2 of the financial statements which explains that the directors have distributed its investments and other assets to its parent company during the year and plan to strike off the company therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in the note 1.2. Our opinion is not modified in respect of this matter.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in 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.

STE UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STE UK HOLDCO LIMITED (CONTINUED)
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

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

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 identified material misstatements in the strategic report or the Directors' report.

 

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:

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, 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.

STE UK HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STE UK HOLDCO LIMITED (CONTINUED)
- 8 -

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
16 December 2025
STE UK HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
$
$
Turnover
-
-
Administrative expenses
8,704
(26,650)
Operating profit/(loss)
3
8,704
(26,650)
Interest receivable and similar income
5
457
2,178,972
Interest payable and similar expenses
6
-
0
(118)
Profit before taxation
9,161
2,152,204
Tax on profit
7
(2,291)
6,504
Profit for the financial year
6,870
2,158,708
STE UK HOLDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
$
$
$
$
Fixed assets
Investments
9
-
0
41,233,006
Current assets
Debtors
10
2,330
85,766
Cash at bank and in hand
-
0
136,894
2,330
222,660
Creditors: amounts falling due within one year
11
(2,329)
(23,801)
Net current assets
1
198,859
Net assets
1
41,431,865
Capital and reserves
Called up share capital
12
1
2
Share premium account
13
-
0
2,001
Other reserves
13
-
0
41,224,660
Profit and loss reserves
13
-
0
205,202
Total equity
1
41,431,865

The financial statements were approved by the board of directors and authorised for issue on 16 December 2025 and are signed on its behalf by:
Ms Karen Burton
Director
Company registration number 10999568 (England and Wales)
STE UK HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Share premium account
Other reserve
Profit and loss reserves
Total
Notes
$
$
$
$
$
Balance at 1 April 2023
2
2,001
41,224,660
224,713
41,451,376
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
2,158,708
2,158,708
Dividends
8
-
-
-
(2,178,219)
(2,178,219)
Balance at 31 March 2024
2
2,001
41,224,660
205,202
41,431,865
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
6,870
6,870
Dividends
8
-
-
-
(41,438,734)
(41,438,734)
Reduction of shares
12
(1)
(41,226,661)
-
41,226,662
-
0
Share Issue
-
41,224,660
(41,224,660)
-
-
Balance at 31 March 2025
1
-
0
-
-
0
1
STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
1
Accounting policies
Company information

STE UK Holdco 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 US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

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. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

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 401 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

The Company's business activities have been described in the strategic report. It should be noted that the directors transferred all of the company's assets via a dividend in specie in September 2024, and plan to strike off the company in the future. The accounts have therefore been prepared on a basis other than going concern. The directors have determined that the accounting policies applied to individual items should be consistent with those adopted in the prior year. There have been no adjustments made to the financial statements as a result of adopting this basis of preparation.true

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.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, repayable without penalty on no more than 24 hours notice.

STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
1.5
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 include debtors and cash and bank balances, 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, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
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 subsequently 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 through 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.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Foreign exchange

Transactions in currencies other than US Dollars 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.

STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

There have been no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.

3
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging/(crediting):
$
$
Exchange losses/(gains)
699
(1,398)
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
-
0

Auditors remuneration of $15,720 (2024: $15,062) was borne by another group company.

4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
-
0
-
0

The company does not have any employees as it is a non trading holding company.

 

The directors’ remuneration has been borne by another group company. The directors are also directors or officers of a number of group companies. 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 incidental services for the period.

STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
5
Interest receivable and similar income
2025
2024
$
$
Interest income
Interest on bank deposits
457
754
Income from fixed asset investments
Income from shares in group undertakings
-
0
2,178,218
Total income
457
2,178,972
6
Interest payable and similar expenses
2025
2024
$
$
Interest on bank overdrafts and loans
-
118
7
Taxation
2025
2024
$
$
Current tax
UK corporation tax on profits for the current period
2,291
(7,537)
Deferred tax
Origination and reversal of timing differences
-
0
1,033
Total tax charge/(credit)
2,291
(6,504)

The actual charge/(credit) 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
9,161
2,152,204
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
2,290
538,051
Tax effect of expenses that are not deductible in determining taxable profit
1
-
0
Tax effect of income not taxable in determining taxable profit
-
0
(544,555)
Taxation charge/(credit) for the year
2,291
(6,504)
STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Taxation
(Continued)
- 17 -

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.

8
Dividends
2025
2024
$
$
Final paid
41,438,734
2,178,219
9
Fixed asset investments
2025
2024
Notes
$
$
Investments in subsidiaries
-
0
41,233,006
Movements in fixed asset investments
Shares in subsidiaries
$
Cost or valuation
At 1 April 2024
41,233,006
Disposals
(41,233,006)
At 31 March 2025
-
Carrying amount
At 31 March 2025
-
At 31 March 2024
41,233,006
STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
9
Fixed asset investments
(Continued)
- 18 -

On 26 September 2024, STE UK Holdco acquired 63.4507 shares of common stock of Solar New US Holding Corporation, by way of a dividend for nil consideration from two of its subsidiary companies, Dover UK I Limited and Dover UK II Limited.

 

Also on the same date, STE UK Holdco disposed of all owned shares in STE UK Sub Holdco Limited, STERIS Brazil Holdings, LLC and Solar New US Holding Corporation by way of a dividend to its immediate parent undertaking.

 

On 14 Jan 2025 Dover UK I Limited and Dover UK II Limited were struck off.

10
Debtors
2025
2024
Amounts falling due within one year:
$
$
Corporation tax recoverable
-
0
7,537
Amounts owed by group undertakings
2,330
78,229
2,330
85,766

Amounts owed by group undertakings are trading balances repayable on demand.

11
Creditors: amounts falling due within one year
2025
2024
$
$
Amounts owed to group undertakings
38
23,801
Corporation tax
2,291
-
0
2,329
23,801

Amounts owed to group undertakings are trading balances repayable on demand.

12
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of 4.6p (2024: 10p) each
13
12
1
2

On 18 September 2024, STE UK Holdco Limited capitalised the sum of $41,224,660 of the Other Reserve, and applied this in paying up in full one new ordinary share of £0.10, issued at a premium of equal to the capitalised amount less £0.10. Immediately following the issue of the new share, the company resolved to reduce its share capital, by cancelling and extinguishing capital to the extent of £0.054 on each ordinary share of £0.10 each in the Company and reducing the nominal value of each such share to £0.046, and its share premium account from $41,226,660 to $0, thereby cancelling it in full.

STE UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 19 -
13
Reserves
Share premium

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

Other reserve

The other reserve consists of capital contributions from the immediate parent company, Isomedix Operations Inc.

Profit and loss reserves

Retained earnings represent the cumulative earnings of the business, net of distributions to owners.

14
Related party transactions

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 headed by STERIS plc.

15
Ultimate controlling party

The company's immediate parent undertaking is STERIS Corporation Inc. The registered office of STERIS Corporation Inc is 5960 Heisley Road, Mentor, OH 44060, United States.

 

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, Ireland.

2025-03-312024-04-01falsefalsefalseCCH SoftwareCCH Accounts Production 2024.301Mr M J TokichMr J A ZangerleMs Karen Burton109995682024-04-012025-03-3110999568bus:Director22024-04-012025-03-3110999568bus:Director32024-04-012025-03-3110999568bus:Director12024-04-012025-03-3110999568bus:RegisteredOffice2024-04-012025-03-31109995682025-03-31109995682023-04-012024-03-3110999568core:RetainedEarningsAccumulatedLosses2023-04-012024-03-3110999568core:RetainedEarningsAccumulatedLosses2024-04-012025-03-31109995682024-03-3110999568core:CurrentFinancialInstrumentscore:WithinOneYear2025-03-3110999568core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3110999568core:CurrentFinancialInstruments2025-03-3110999568core:CurrentFinancialInstruments2024-03-3110999568core:ShareCapital2025-03-3110999568core:ShareCapital2024-03-3110999568core:SharePremium2025-03-3110999568core:SharePremium2024-03-3110999568core:OtherMiscellaneousReserve2025-03-3110999568core:OtherMiscellaneousReserve2024-03-3110999568core:RetainedEarningsAccumulatedLosses2025-03-3110999568core:RetainedEarningsAccumulatedLosses2024-03-3110999568core:ShareCapital2023-03-3110999568core:SharePremium2023-03-3110999568core:RetainedEarningsAccumulatedLosses2023-03-3110999568core:ShareCapital2024-04-012025-03-3110999568core:SharePremium2024-04-012025-03-3110999568core:UKTax2024-04-012025-03-3110999568core:UKTax2023-04-012024-03-3110999568core:Non-currentFinancialInstruments2025-03-3110999568core:Non-currentFinancialInstruments2024-03-3110999568bus:PrivateLimitedCompanyLtd2024-04-012025-03-3110999568bus:FRS1022024-04-012025-03-3110999568bus:Audited2024-04-012025-03-3110999568bus:FullAccounts2024-04-012025-03-31xbrli:purexbrli:sharesiso4217:GBP