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

Synergy Health (UK) Limited (the "company") provides the health care industry with services, under its Instrument Management Services (‘IMS’) division. The company provides a high quality instrument sterilisation service for reusable medical and surgical equipment used in operating theatres and other hospital departments. The company also sells consumable medical products.

Details of the results for the year are given below. The company took advantage of price increases as well as higher processing volumes to increase revenue. The company also won a significant new contract which contributed nearly £8m to revenue in the second half of the year, whilst only increasing consumables by £3m. The company recognised intangible assets of £6m related to this contract.

Within the company, the necessary framework has been established to ensure sufficient review of the risks and the opportunity to regularly review the adequacy and effectiveness of our mitigating controls and strategies.

Risk management supports the company’s vision to build a lasting reputation and our core values by:

• building and protecting the company’s reputation by championing a responsible approach to business;

• achieving brand and business resilience supported by effective risk management;

• developing the culture and capability across the company to manage changing risks and opportunities; and

• ensuring the safety and well-being of employees and others who could be affected by our business activities.

The risk management strategy enables and supports the company to identify and manage its own risks. This is accomplished by embedding risk management and translating risk management into operational ownership, defining clear responsibilities and measuring risk management performance.

Foreign exchange risk

The company has limited exposure to foreign currency as it operates in the UK and all of its trade and most of its purchases are procured in pound sterling. At each reporting date all financial assets and financial liabilities are denominated in pound sterling.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations with financial liabilities. The company aims to mitigate liquidity risk by managing cash generation by its operations and applying cash collection targets throughout the company. The company also has the ability to draw down on both intercompany loans and the group wide cash pooling structure if needed.

Financial risks

Credit risk is the risk of financial loss to the company if a Customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the company’s receivables from Customers. The company has no significant concentration of credit risk. The amounts presented in the balance sheet are net of allowances for impairment. Management has credit policies in place to manage risk and to monitor exposure to risk on an ongoing basis. These include the use of Customer specific credit limits based on third party credit reports and in cases of Customer default or requests for credit above agreed limits the use of pro forma invoices to secure payment in advance of delivery. Given these factors and based on extensive past experience, the company believes that its financial assets are of good credit quality.

Pension risk

Certain of the company's employees are members of the Synergy Health plc Retirement Benefits Scheme, a defined benefit pension plan. Synergy Health (UK) Limited is the principal employer entity legally responsible for this defined benefit pension plan, and so the net defined benefit cost of the pension plan and the net defined benefit asset/liability are recognised fully by the company.

The improvement in turnover is primarily attributable to a new contract won during the year, as well as annual price increases. Whilst the new site has led to increased turnover, it has also increased cost of goods sold and admin expenses, primarily due to site costs and higher staff costs.

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.

Synergy Health (UK) 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 Synergy Health (UK) Limited are U.S. based and are members of the STERIS plc management team. The company’s local 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, and the board as a whole, receive routine 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 identifies its key stakeholders as its shareholder, customers, suppliers, employees 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 growth for future returns.

Customers – All customers expect the company to provide a good service, this includes providing quality product on a timely basis and working closely with the customers to understand their needs and requirements.

Suppliers – All suppliers expect the company to continue to settle its debts on a timely basis and provide a consistent purchase stream.

Employees – the company’s employees want the company to provide a stable employment, for the company to engage and develop their skills and expertise and to provide fair remuneration.

Regulators – the company is regulated by a number of external regulators due to the nature of the service it is providing. These regulators expect the company to produce a consistent service and output in a compliant manner. The other 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, the company entered into a significant new contract, as mentioned above.

Other interaction with key stakeholders

The group holds employee forums and work councils and aims to communicate with employees about all areas of the business wherever possible.

The directors also acknowledge the need to continue to foster the relationships with both their customers and suppliers. The company aims to have an open dialogue with its customers and to continue to understand and react to their needs. The company continues to maintain good trading relationships with suppliers.

The directors feel that the above actions continue to promote the success of the company as a whole.

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 11.

No ordinary dividends were paid. 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:

During the period the group maintained insurance cover for directors' and officers' liability as permitted under the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the directors report.

The company gives full consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. Where existing employees become disabled, it is the company's policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.

Regular two-way communication with our employees is vital in ensuring that we all share in the common goals and values, foster innovation, and deliver service excellence.

The company has a number of systems in place that enable us to understand the opinions of our employees. The annual employee engagement survey is a useful tool for feedback, and we also hold employee forums and works councils within the STERIS plc group ("the group"). The company continues to communicate achievements, our daily challenges and insights into the different business units across the business.

Engagement with customers, suppliers and others

As noted in the section 172 disclosure, the company acknowledges that maintaining strong relationships with all stakeholders is vital to ensure the company continues to deliver excellent service and meet our core values. More information on engagement with stakeholders can be found in the strategic report.

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.

During the year energy consumption has been as follows:

The information presented within this report has been prepared in accordance with WRI/WBCSD Greenhouse Gas Protocol (GHG) to meet the 2019 HM Government Environmental Reporting Guidelines. In 2024 and 2025 reporting, we used the 2023 and 2024 UK Government’s Conversion Factors for Company Reporting for scope 1 and 2 emission factors. For scope 3 emission factors we used the Environmental Protection Agency's (EPA) US Environmentally-Extended Input-Output (USEEIO) model.

Synergy Health (UK) Limited has made the decision to voluntarily include five additional categories of scope 3 emissions within the total scope 3 emissions in the above table. The five categories of scope 3 emissions are upstream transportation and distribution, waste in operations, employee commuting, downstream transportation and distribution, and upstream leased assets. We have also voluntarily included all emissions associated with the scope 3 emissions category business travel beyond the SECR requirement for fuel consumption for rented and employee-owned vehicles.

The amount of scope 3 emissions from fuel consumed for rented and employee-owned vehicles, includes the required portion from business travel (1.00 metric tonnes of CO2 equivalence (tCO2e)) and all voluntarily included upstream leased assets (943.00 tCO2e). In 2024, all mobile scope 1 emissions were moved to scope 3 emissions for upstream leased asset, as the mobile emissions are inclusive of fuel emissions from leased vehicles. Aggregate of energy consumption in the year includes all scope 1 and 2 (location-based) emission sources, all emission sources from upstream leased assets, and the mandatory scope 3 emission sources from business travel. Total location-based scope 2 emissions was equal to 2,882.00 tCO2e, location based scope 2 emissions excludes emission reduction from procured renewable electricity from the reporting year. The total scope 3 emissions from the above table includes the cumulative amount of emissions from all six described scope 3 categories. Total gross emissions includes total scope 1 emissions, market based scope 2 emissions, and total scope 3 emissions. Total market-based scope 2 emissions includes emission reduction from procured renewable electricity from the reporting year equal to 1,455.00 tCO2e.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full time equivalent employee, the recommended ratio by the Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance.

The following environmental management measures and projects have been completed or implemented.

• Synergy Health (UK) Limited procured 7,002 MWh of renewable electricity, which was approximately 50% of their total procured electricity for the reporting year.

• We have completed an energy audit at a select location for the Energy Savings Opportunity Scheme (ESOS) regulatory requirement.

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 to be contained in the directors' report.

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.

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 £7,030,000 and had net assets of £154,548,000. 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.

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.

We have audited the financial statements of Synergy Health (UK) 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 27, 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. 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.

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.

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:

• 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.

As explained more fully in the Directors' responsibilities statement set out on page 7, 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.

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.

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 compliance with relevant direct and indirect tax regulations in the United Kingdom. In addition, the Company has to comply with laws and regulations relating to its operations, including occupational health and safety, environmental, General Data Protection Regulation (GDPR) and industry regulations and quality standards.

• We understood how the Company is complying with those frameworks by making enquiries of senior management to understand how the Company maintains and communicates its policies and procedures in these areas. We corroborated our enquiries through our review of minutes of the meetings of those charged with governance. We understand any controls put in place by management to reduce the opportunities for fraudulent transactions and how monitoring of these processes is done to avoid any instance of non-compliance.

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by 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. We have determined there to be a risk of management override in relation to the posting of non-standard manual journals to revenue. To address this risk, our procedures include obtaining the population of all journals processed during the year. We performed a three-way correlation between revenue, receivables and cash and obtained explanations for any material outliers. We also tested non-standard manual journals posted to revenue using professional judgement. We then understood the transactions identified and agreed them to source documentation. We determined the sample based on either size or nature for further testing and agreed to source documentation.

• 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 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.

The income statement has been prepared on the basis that all operations are continuing operations.

Synergy Health (UK) 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.

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. Monetary amounts in these financial statements are rounded to the nearest £000.

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:

• 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’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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 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.

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 £7,030,000 and had net assets of £154,548,000. 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. Ttruehe 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.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover from the sale of goods is recognised at the point the goods are despatched. Turnover from the provision of services is recognised when the service has been performed.

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Costs incurred in setting up long term arrangements are capitalised as intangible assets and amortised over the life of the contract to which the costs relate.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold buildings are depreciated on a 50 year straight line basis. Leasehold property and leasehold improvements are depreciated over the life of the lease.

Freehold land and assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the statement of comprehensive income.

Investments 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.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses, excluding those relating to goodwill, are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

Stocks held for distribution at no or nominal consideration are measured at the lower of replacement cost and cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held with banks repayable without penalty on notice of not more than 24 hours.

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, 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.

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.

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.

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, including creditors and 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.

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.

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Certain of the company’s employees are members of the Synergy Health plc Retirement Benefits Scheme, a defined benefit pension plan. Synergy Health (UK) Limited is the principal employer entity legally responsible for this defined benefit pension plan. The net defined benefit cost of the pension plan and the net defined benefit liability are recognised fully by the company.

The cost of providing benefits under the above defined benefit plan is determined using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

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 the statement of comprehensive income.

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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

The company establishes a reliable estimate of the useful life of goodwill and intangible assets arising on business combinations. This estimate is based upon a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed and the expected life of any legal or regulatory provisions.

The cost of defined benefit pension plans are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, inflation, future salary increases, mortality rates and future pension increases (see note 20). Due to the complexity of the valuation, the underlying assumptions and the long-term nature of these plans, such estimates are subject to significant uncertainty. In relation to the company’s defined benefit pension scheme, actuarial assumptions are established using relevant market benchmark data and with the advice of external qualified actuaries. Pension valuations are most sensitive to changes in the underlying discount rate and inflation assumptions.

Where there are indicators of impairment of non financial assets, the company performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell calculation is based on available market data less incremental costs for disposing of the asset. The value in use calculation is based on best estimates, group adjusted discount rates and UK growth rates. Impairment losses are recognised if the carrying amount of an asset exceeds its recoverable amount.

Included within government grants is £37,000 (2024: £43,000) relating to an apprenticeship levy.

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

Their aggregate remuneration comprised:

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 addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

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.

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

Reversals of previous impairment losses have been recognised in profit or loss as follows:

At the year end, the net asset values of all investments were analysed for indicators of impairment. For one of the subsidiaries, Diagmed Healthcare Limited, the previously recognised indicators of impairments no longer applied. Impairment losses of £2,537,000 have therefore been reversed.

The additions in the year relate to contract acquisition costs.

The carrying value of land and buildings comprises:

Included within land and buildings is land with a net book value of £364,000 (2024: £364,000) which is not depreciated.

As part of our annual review of impairment, which included a review of net assets of the underlying subsidiaries, the directors deemed it necessary to reverse £2.537,000 of a previously recognised impairment in Diagmed Healthcare Limited.

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

Sterile Supplies is controlled by the company.

Amounts owed by group undertakings due in less than one year includes £72,936,000 (2024: £78,099,000) relating to a cash pooling structure. The interest rate is variable, based on the group's external borrowing rates plus a margin, and is due on demand. The amounts can be utilised on demand. The interest rate is updated on a monthly basis to reflect movements resulting from changes in external borrowing rates. Also included is £3,245,000 relating to a loan to Sterile Supplies Limited. More details of this are given in note 26.

All other balances are trading balances and are repayable on demand. No interest is charged on these balances.

Included within the amounts owed to group undertakings is a loan owed to Vernon Carus. The loan is for a principal amount of £1,943,000, matures on 28 May 2027, 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. No interest is charged on these balances.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £306,000 (2024: £223,000) were unpaid at the year end and included in creditors.

NHS Pension Scheme

The company participates in the NHS Pension Scheme (‘NHSPS’). The NHSPS is an unfunded occupational scheme which is open to all employees of the NHS and the employees of certain other approved organisations. The NHSPS provides pension and other benefits for members based on final salary, and receives contributions from employees and employers to defray the costs of those benefits. As the NHSPS is an unfunded scheme, these liabilities are underwritten in full by the UK Government.

Under the specific exemptions within FRS102 Section 28 'Employee Benefits', the NHSPS is treated as a defined contribution scheme within these financial statements. The total cost charged to the income statement, and included within defined contribution costs above, in respect of this scheme was £253,000 (2024: £199,000).

The company operates a defined benefit scheme for qualifying employees. The company is the principal employer for the Synergy Health plc Retirement Benefits scheme ('the Synergy Scheme').

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 March 2021, rolled forward on an approximate basis to 31 March 2024. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

The company has agreed with the Trustees of the schemes that the following future contributions will be payable:

Contributions by active members - In line with amounts deducted from employees in line with the rules of the scheme

Contributions by the company in respect of future accrual of benefits and expenses - 29.8% of Pensionable Earnings plus an amount equal to the levy payments due from the scheme to the Pension Protection Fund

Contributions by the Company in respect of the shortfall in funding - There is no agreement in the current year for the Company to make any future payments to fund a deficit. In the prior year, amounts of £806,350 per quarter (£3,201,912 per annum) were paid. The last quarterly payment was paid on 18 January 2024.

Assumed life expectations on retirement at age 65:

The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:

The defined benefit obligations arise from plans which are wholly or partly funded.

The company's ultimate parent, STERIS plc, has granted rights to its equity instruments to certain of the company's employees. The company accounts for these share based payments as equity settled.

Stock options provide the right to purchase ordinary shares of STERIS plc at the market price on the date of grant, subject to the terms of the option plan. Generally, one fourth of the stock options become exercisable for each year of employment following the grant date. Stock options granted generally expire 10 years after the grant date, or earlier if the option holder is no longer employed by the group.

The other reserve represents the cost of share options granted to employees and regarded as equity settled.

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

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Amounts contracted for but not provided in the financial statements:

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Balances above relate to transactions with Sterile Supplies Limited. Included in the amounts owed from related party, is a loan for £3,245,000 which is repayable by mutual agreement between the company and the NHS Foundation Trust, the other shareholder of Sterile Supplies Limited. Interest is charged at 4% above the Bank of England base rate. The company has confirmed in October 2025 that it will only request repayment of the loan, including any interest accrued or accruing, to the extent that Sterile Supplies Limited has sufficient financial means for such repayment.

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.

The Company's immediate parent undertaking is Synergy Health Holdings Limited. The registered office of Synergy Health Holdings Limited is 2200 Renaissance, Basing View, Basingstoke, 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.