The directors present the strategic report for the year ended 31 March 2025.
The principal activity of the company during the year continued to be that of an intermediate holding company.
Primarily the company's transactions are with fellow group undertakings and as such there are not considered to be any significant risks and uncertainties impacting the company. Any uncertainties impacting the company would arise from internal decisions taken within the group.
Foreign exchange risk
The company has exposure to foreign exchange risk due to its intercompany lending profile.
Investments
The investment balance as at 31 March 2025 was £41,249,000 (2024: £32,382,000). The investments were considered for impairment by the directors, and the balances were considered to be recoverable in full. Therefore, management do not consider the investment balances held within this intermediate holding company impaired or at risk of material impairment.
The key financial performance indicators during the period were as follows:
| 2025 | 2024 |
| £000 | £000 |
|
|
|
Loss after tax | (1,942) | (1,956) |
Net assets | 52,123 | 45,065 |
During the year, the company issued a single share, for a total subscription price of £9,000,000, and then injected £8,867,000 into a subsidiary.
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.
Synergy Health Investments 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 Investments Limited 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 employee any personnel and does not trade. As such its stakeholders are limited and the company identifies these as its shareholder and regulators. The directors acknowledge that the views of, and effects on, these people in regard to key business objectives and decisions are of critical importance to the continued success of the company. Each of these stakeholders will have different expectations of the company and these are as follows:
Shareholder – the shareholder expects the company to continue to provide a return on its capital and to continue to provide opportunities for future returns via its subsidiaries.
Regulators –The key regulator for the company is HMRC. HMRC expects the company to meet all compliance requirements and submit returns and payments as required, accurately and on time.
There have been no strategic or key changes to the operating structure or objectives of the business in the year. The directors would consider a key business decision to be one which has a material impact on the operations, objectives or financial position of the business.
Key business decisions
During the year, the company issued a single share, for a total subscription price of £9,000,000, and then injected £8,867,000 into a subsidiary.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 9.
No ordinary dividends were paid (2024: £Nil). 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:
The Directors do not expect a change in the business activities of the company in the foreseeable future.
In accordance with the company's articles, a resolution proposing that Ernst & Young LLP be reappointed as auditor of the company will be put at a General Meeting.
The Company’s business activities, together with a review of the business and the impact of the principal risks and uncertainties have been described in the strategic report. For the year to 31 March 2025 the company made a loss amounting to £1,942,000 and had net assets of £52,123,000. 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.
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 Investments 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 17, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of twelve months from when the financial statements are approved for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and tax regulation in the United Kingdom.
We understood how the Company is complying with those frameworks by making enquiries of senior management and the finance team to understand how the company maintains and communicates its policies and procedures in these areas and corroborated this by reviewing minutes of board meetings and the financial statements.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where they considered there was susceptibility to fraud. We considered the processes and controls that the company had established to address identified risks, or that otherwise prevent or detect fraud; and how management monitors those processes and controls. Due to the nature of the Company and its limited level of transaction activities, we have not identified any risk of material misstatement due to fraud.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved understanding management’s internal controls over compliance with laws and regulations, enquiries of management, vouching transactions to source documentation and verifying that they are recorded in compliance with FRS 102 and in conformity with the requirements of the Companies Act 2006.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's 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.
There was no other comprehensive income in the current or preceding financial year.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
Synergy Health Investments Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2200 Renaissance, Basing View, Basingstoke, Hampshire, RG21 4EQ.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest thousand pounds.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of STERIS plc. These consolidated financial statements are available from its registered office, 70 Sir John Rogerson's Quay, Dublin 2, D02 R296, Ireland.
Basic financial assets, which include amounts owed by group undertakings 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, 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 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 amounts owed to group undertakings and corporation tax payable 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.
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.
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 assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Where there are indicators of impairment, the company performs impairment loss calculations based upon the difference between the carrying value and the present value of the estimated future cash flows. These calculations are based upon the expected performance and future cash flows of the subsidiaries. The cash flows are derived from the previous twelve months results, unless a declining trend is identified. The cash flows do not include restructuring activities that have not been committed to or significant future investments that will enhance performance.
The auditor's remuneration of £8,000 (2024: £8,000) has been borne by another group company.
The average monthly number of persons (including directors) employed by the company during the year was:
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.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
In December 2021, the OECD released an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules, which aim to reform corporate taxation rules, including a global minimum tax rate. These rules are applicable for multinational enterprise groups with global revenue over €750m. The legislation implementing the rules in the UK was substantively enacted on 20 June 2023 and first has effect for the company for the year ended 31 March 2025. The company has applied the exemption under FRS102 in relation to accounting for deferred tax assets and liabilities arising from the implementation of the Pillar Two model rules.
The STERIS plc Group's assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the constituent entities in the Group. Based on the assessment carried out so far and to the extent information is known and reasonably estimable, the Group considers that there are no countries where there is a potential impact, which would be captured in this Company. A current tax expense has therefore not been recorded in respect of Pillar Two income taxes in this Company.
Details of the company's subsidiaries at 31 March 2025 are as follows:
During the year, the company injected £8,867,000 into a subsidiary, Synergy Sterilisation (M) Sdn Bhd.
Included in the amounts owed by the group undertakings due within one year is £80,000 (2024: £101,000) relating to a cash pooling structure. These amounts can be utilised on demand. 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.
Included in the amounts owed by the group undertakings due after more than one year in the prior year relates to a loan to Synergy Sterilisation Rawang (M) Sdn Bhd. The loan was for an amount of MYR 19,000,000, was for an indefinite period, and was repaid during the year. The interest rate on the loan was variable and based on the Group's external borrowing rates plus a margin. The interest rate on the loan was updated on a monthly basis to reflect movements resulting from changes in external borrowing rates.
All other balances are trading balances and repayable on demand. No interest is charged on these balances.
Included within the amounts owed to group undertakings due in less than one year (2024: due in more than one year) is a loan owed to STERIS Irish FinCo. The loan is for a principal amount of £26,602,000, matures on 19 July 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.
In December 2024, the company issued one ordinary share of 5p to its parent, Synergy Health Sterilisation UK Limited, at a premium equal to £8,999,999.95.
The share premium reserve represents the amount received for shares sold, above the nominal value, less transaction costs.
The profit and loss account represents the cumulative earnings of the business, net of distributions to owners.
Advantage has been taken of the exemption conferred by Section 33 Related Party Disclosures not to disclose transactions with subsidiary undertakings 100% of whose voting rights are controlled within the STERIS plc group.