Company registration number: 02886521
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report on the Company for the year ended 31 December 2024.
The Company’s principal activities during the year were the development and manufacturing, under GMP conditions, of liquid filled hard capsules for clinical and commercial (licensed) pharmaceutical products.
Turnover for the year was £11,206,786 (2023: £13,504,583), a decrease on the previous year linked to softness in the development market. The company had net assets at 31 December 2024 of £19,452,478 (2023: £19,738,737).
The future development of the company’s business is focused on increasing sales by working in collaboration with customers from initial product development of the liquid filled capsules through all stages of clinical supply to commercial manufacture. We partner with our customers to ensure that they can meet their long term needs commercially, and in most cases expect to be able to launch these products without further investment in capacity or new technology. Nevertheless, the company continues to invest in its machine park, lab equipment and the wider facility to secure performance and to bring additional technologies where appropriate and drive operational efficiencies.
Performance for the year was below original expectations. Revenues were adversely impacted due to continued softness in the pharmaceutical development market over the last two years, following the significant increase in interest rates. This had the effect to cause some new projects to be paused as funding requirements and ROI were reviewed, impacting project business conversion in the short term. As cash availability begins to ease in the pharmaceutical market, we can see signs of recovery and strengthening demand that will ensure the company meets its growth expectations in the medium term.
In addition, there is a pipeline of current products that we expect to see commercialised over the coming months, as our customers proceed through clinical trials, obtain regulatory approval and commence production. We continue to manage the timing and execution risk which is inherent in development work by ensuring there is sufficient breadth in the pipeline to assert that the company will meets its growth expectations over the medium term.
The future development of the company’s business is focused on increasing sales by working in collaboration with customers from initial product development of the liquid filled capsules through all stages of clinical supply to commercial manufacture. We partner with our customers to ensure that they can meet their long term needs commercially, and in most cases expect to be able to launch these products without further investment in capacity or new technology. Nevertheless, the company continues to invest in its machine park, lab equipment and the wider facility to secure performance and to bring additional technologies where appropriate and drive operational efficiencies.
Performance for the year was below original expectations. Revenues were adversely impacted due to continued softness in the pharmaceutical development market over the last two years, following the significant increase in interest rates. This had the effect to cause some new projects to be paused as funding requirements and ROI were reviewed, impacting project business conversion in the short term. As cash availability begins to ease in the pharmaceutical market, we can see signs of recovery and strengthening demand that will ensure the company meets its growth expectations in the medium term.
In addition, there is a pipeline of current products that we expect to see commercialised over the coming months, as our customers proceed through clinical trials, obtain regulatory approval and commence production. We continue to manage the timing and execution risk which is inherent in development work by ensuring there is sufficient breadth in the pipeline to assert that the company will meets its growth expectations over the medium term.
The core strategy is to continue to build a strong pipeline of clinical development projects which can be expected to become commercial manufacturing opportunities if and when these projects successfully complete clinical trials. Market trends towards High Potency Actives, the need to enhance solubility of poorly soluble products in development (> 80% of pipeline show poor solubility) and the trend towards specialised dosage forms play well to the core capabilities of the Edinburgh site. Our business model will remain primarily fee for service.
The key business risks and uncertainties affecting the company are considered to be the macro-economic environment including cost of capital and potentially trade tariffs which can affect project funding decisions, competition from international and domestic manufacturers, commodity prices and employee retention. The company aims to manage these risks by selling products internationally for a number of different clients, with a focus on partnering with clients from the development stages of the project through to commercial manufacture and maintaining its reputation as a leading supplier in the marketplace. The company is continually seeking ways to develop and extend its supplier base, working with suppliers to mitigate price rises. In addition, bids to customers have limited validity so that commodity prices can be monitored and updated accordingly. The success of the company relies on the continued service of its key personnel and the company structures packages to retain and motivate these employees.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Compliance with laws, regulations and other applicable Environmental, Health and Safety (EHS) requirements is a top priority for Encap and its parent Company NextPharma. While compliance is a critical starting point, the Company is also focused on continually enhancing all aspects of our business, including EHS. To that end the Company seeks to achieve the highest standards of EHS performance, which includes three key elements:
1. Fully compliant operations
2. Zero EHS incidents
3. Environmentally sustainable operations, products and services.
The Company has a written policy covering each of the above three elements and it is Encap’s Site Management responsibility to implement this policy and the EHS Management System.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors who served during the year were:
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 to 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.
The loss for the year, after taxation, amounted to £286,259 (2023 - loss £255,998).
During the financial year no dividends were paid (2023: £Nil).
The Company responds to investment in research and development by closely working with its customers on an ongoing basis. It recognises the need to set aside available resources and funding to undertake such project work when required.
The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Group (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, Menzies LLP, will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MW ENCAP LIMITED
We have audited the financial statements of MW Encap Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of 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).
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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 at least 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MW ENCAP LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the 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.
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 Auditors' 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 material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙The Companies Act 2006;
∙Financial Reporting Standard 102;
∙UK employment legislation;
∙UK health and safety legislation; and
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MW ENCAP LIMITED (CONTINUED)
∙General Data Protection Regulation.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of legal & professional nominal ledger.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identigy or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identigy or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the parent company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud is in the following areas:
∙Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
∙Timing of revenue recognition;
∙The use of management override of controls to manipulate results; and
∙The potential manipulation of work in progress and consideration of onerous contracts, leading to revenue and costs being recorded within the incorrect period.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MW ENCAP LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
2nd Floor
Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
28 May 2025
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 26 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MW Encap Limited (‘the Company’) is a private limited company incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales.
The Company is incorporated and domiciled in the UK. The address of its registered office is 83 Victoria Street, London, SW1H 0HW. The principal place of business is Units 1-8, Oakbank Park Way, Livingston, EH54 0TH.
The Company is incorporated and domiciled in the UK. The address of its registered office is 83 Victoria Street, London, SW1H 0HW. The principal place of business is Units 1-8, Oakbank Park Way, Livingston, EH54 0TH.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Bowtie Germany BidCo GmbH as at 31 December 2024 and these financial statements may be obtained from Companies House with the statements of NextPharma Holdings Limited, the Company's UK parent company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Sales are normally made with credit terms of 30 to 60 days.
Dividend income is recognised when the right to receive payment is established.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
(i) Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
(ii) Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the inventory to its present location and condition. The cost of manufactured finished goods and work in progress includes, raw materials, direct labour and other direct costs and related production overheads (based on normal operating capacity).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
In particular:
∙Restructuring provisions are recognised when the company has a detailed, formal plan for the restructuring and has raised a valid expectation in those affected by either starting to implement the plan or announcing its main features to those affected and therefore has a legal or constructive obligation to carry out the restructuring; and
∙Provision is not made for future operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.
Contingencies
Contingent liabilities, arising as a result of past events, are not recognised when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.
Contingent liabilities, arising as a result of past events, are not recognised when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.
Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Trade Debtors and Accrued Income
Included in trade debtors and accrued income are a balances of £387,079 (2023: £372,000) and £433,384 (2023: £nil) respectively, which are currently subject to legal dispute. Management have used their knowledge of the contractual obligations and consultation of legal experts, to assess that this balance is recoverable, and no provision is required.
Dilapidation
Included in provisions is £472,133 (2023: £443,232) in relation to dilapidation on leased premises. During the year leases were renewed, which led to mangement assessing whether any dilapidation provision was needed. They have used their knowledge of the contractual obligations and the conditions of the building to estimate the cost that will likely be required at the end of the lease. The cost has been discounted using a factor of 6.70% as in line with the Group's average interest rate for borrowing.
RDEC Estimation
The Research and Development Expenditure Credit (RDEC) debtor is included at the best estimation of the RDEC claim, subject to then being finalised. In the following period the Directors carry out a "true-up" exercise to bring the debtor in line with the finalised RDEC claim. Included within other debtors is a debtor in relation to RDEC of £270,915 (2023: £176,151), which was still being finalised at the year end. The balance included within the financial statements is the best estimate of the Directors, based on information available at the year end. The final claim may alter in future accounting periods.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Profit and loss account
The amount recognised in profit or loss in relation to defined contribution plans was £290,876 (2023: £262,950).
The amount payable in relation to defined contribution plans as at the year end was £51,720 (2023: £48,434).
The amount payable in relation to defined contribution plans as at the year end was £51,720 (2023: £48,434).
The Company's immediate parent undertaking is MW Encap (Holdings) Limited, a company incorporated in England.
The smallest and largest consolidated group is within the financial statements of Bowtie Germany BidCo Gmbh which can be obtained from their registered office, Hilderbrandstrasse 21, 37081 Gottingen, Germany and are also filed at Companies House with NextPharma Holdings Limited's financial statements.
The directors consider the ultimate parent undertaking and controlling party to be private equity investment funds advised by CapVest Partners LLP.
The smallest and largest consolidated group is within the financial statements of Bowtie Germany BidCo Gmbh which can be obtained from their registered office, Hilderbrandstrasse 21, 37081 Gottingen, Germany and are also filed at Companies House with NextPharma Holdings Limited's financial statements.
The directors consider the ultimate parent undertaking and controlling party to be private equity investment funds advised by CapVest Partners LLP.
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