Company registration number: 03166262
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 principal activity of the company during the year was that of a holding company. It is anticipated that the company will continue as a holding company.
Operating loss for the year was £nil, (2023: £nil). The company had net assets of £16,936,973 (2023: net assets of £16,936,973).
The future development of the company's subsidiary business is focused on the development and retention of its customer base, by working in collaboration with customers from initial development of the liquid filled hard capsule through all stages of clinical supply to commercial manufacture.
The future development of the company's subsidiary business is focused on the development and retention of its customer base, by working in collaboration with customers from initial development of the liquid filled hard capsule through all stages of clinical supply to commercial manufacture.
The management of the business and the execution of the strategy of the company's subsidiary are subject to a number of risks. The key business risks and uncertainties affecting the company and its subsidiary are considered to be the ongoing economic uncertainty, competition from international manufacturers and employee retention. The group and company aim 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 group and company are continually seeking ways to develop and extend its supplier base, working with suppliers to mitigate price rises. The success of the group and company relies on the continued service of its key personnel and the group and company structures packages to retain and motivate these employees. Levels of competition in our core markets continue. We continue to plan on a global basis to minimise these risks.
The directors of MW Encap (Holdings) Ltd do not believe that an analysis using KPIs for the company is necessary or appropriate for an understanding of the development, performance, or position of the business of the company.
Compliance with laws, regulations and other applicable EHS requirements is a top priority for the company 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 written a policy covering each of the above three elements and it is the Site Management's responsibility to implement this policy and the EHS Management System.
1. Fully compliant operations
2. Zero EHS incidents
3. Environmentally sustainable operations, products and services
The company has written a policy covering each of the above three elements and it is the Site Management's 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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
The profit for the year, after taxation, amounted to £NIL (2023 - £NIL).
No dividend is declared for the year under review (2023: £nil).
The Company's operations expose it to a variety of financial risks. Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the directors are implemented by each group Company's finance department.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
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 auditors 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 (HOLDINGS) LIMITED
We have audited the financial statements of MW Encap (Holdings) Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss account, the Balance Sheet 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 (HOLDINGS) 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MW ENCAP (HOLDINGS) LIMITED (CONTINUED)
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
∙General Data Protection Regulation.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financialstatement items.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries tomanagement and those responsible for legal and compliance procedures. The engagement partner assessed whether theengagement team collectively had the appropriate competence and capabilities to identigy or recognise non-compliancewith 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 howfraud 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;
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 organisationfor 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; and
∙The use of management override of controls to manipulate results.
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 (HOLDINGS) 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 11 to 15 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 (Holdings) Limited ('the Company') acts as a holding Company.
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 address of its registered office is MW Encap (Holdings) Limited, 83 Victoria Street, London, SW1H 0HW. The principal place of business is Units 1-8, Oakbank Park Way, Livingston, EH54 0TH.
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 address of its registered office is MW Encap (Holdings) Limited, 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..
These financial statements are the Company's seperate financial statement and do not contain consolidated information as the parent of subsidiary Companies.
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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
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.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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.
Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
There was no current or deferred tax in either the current year or the prior year. Therefore a tax reconciliation has not been prepared.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Profit and loss account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's immediate parent undertaking is Nextpharma Technologies Holdings Limited, a Company incorporated in England.
The smallest and largest consolidated group is within the financial statements of Bowtie Germany BidCo GmbH which are available from 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 are available from 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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