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Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report on the Company for the year ended 31 December 2025.
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) products.
Turnover for the year was £12,758,602 (2024: £11,206,786), an increase on the previous year linked to strength and delivery of commercial contracts whilst maintaining consistent development revenue year on year. Net assets at 31 December 2025 were £21,108,148 (2024: £19,452,478).
The business delivered performance above expectations, supported by strong customer relationships and reliable delivery of services and products. Commercial revenues increased as projects progressed from development into manufacturing, and the company continued to maintain a healthy pipeline of development programmes expected to convert into commercial volumes as customers advance through clinical trials and regulatory approval. To support long term growth, the company continued to invest in its people, equipment and facilities – to enhance operational efficiency and expand production capacity and capabilities.
The company’s strategy is to build and maintain a strong pipeline of clinical development projects that can transition into commercial manufacturing opportunities. Market trends—including increased demand for high potency actives, the need to improve solubility of poorly soluble compounds, and the growth of specialised dosage forms—align well with the capabilities of the Edinburgh site.
The business model is primarily fee for service. Once products reach commercialisation, MW Encap is positioned well to scale production, and pricing / costing structures are regularly reviewed to ensure competitiveness and long term customer retention.
Key risks include macro economic factors such as global trade dynamics, geopolitical tensions, supply chain disruption and the availability of capital, all of which may influence customer funding decisions. Additional risks relate to competition from domestic and international manufacturers, fluctuations in commodity prices and challenges in retaining skilled employees.
The company mitigates these risks by serving a diverse international customer base, partnering with clients from development through to commercial manufacture, and maintaining a strong reputation for quality and reliability. Supplier diversification and regular review of pricing help manage cost pressures. Employee retention is supported through structured packages designed to motivate and retain key personnel.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
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 profit for the year, after taxation, amounted to £2,755,257 (2024 - loss £286,259).
During the financial year no dividends were paid (2024 - £nil).
The Company responds to investment in research and development by closely working with its customers on an ongoingbasis. 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 andDirectors' Report) Regulations 2013, to set out within the Company's Strategic Report Information Required by Schedule 7of the Large and Medium Sized Companies and Group (Accounts and Reports) Regulation 2008. This includes informationthat 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 2025
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 LIMITED
We have audited the financial statements of MW Encap Limited (the 'Company') for the year ended 31 December 2025, 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).
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:
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MW ENCAP LIMITED (CONTINUED)
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 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 identify 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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MW ENCAP LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants
Statutory Auditor
2nd Floor, Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
29 May 2026
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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 29 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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).
On 27 March 2024, the FRC issued amendments to FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and other FRSs - Periodic Review 2024. The effective date for most amendments is periods beginning on or after 1 January 2026, with early adoption permitted. The directors of MW Encap Limited have early adopted the amendments from 1 January 2025. Full details of the early adoption have been given in Note 26 of these financial statements.
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 2025 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 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Under the amended standard the company recognised revenue under the five-step model. The requires the company to identify the contract with a customer and the separate performance obligations within that contract, determine and allocate the transaction price to those performance obligations, and recognise revenue when (or as) the performance obligations are satisfied. 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 2025
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 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 2025
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.
The company has early adopted the amendments to FRS 102 issued in March 2024, which are effective for accounting periods beginning on or after 1 January 2026. The amendments have been applied from 1 January 2025, being the date of initial application.
Under the amended standard, the company recognises a right-of-use asset at the commencement date of most lease arrangements. The right-of-use asset is initially measured at the amount of the lease liability, adjusted for any lease payments made at or before commencement, initial direct costs incurred and any lease incentives received. The entity has taken advantage of the practical expedient supplied in FRS 102.1.48, whereby previously calculated balances under IFRS 16 for group reporting purposes have been used as opening carrying amounts. The right-of-use asset is depreciated on a straight-line basis over the shorter of the lease term and the useful economic life of the underlying asset. Interest is charged on the lease liability using the effective interest method. The company applies the recognition exemptions for short-term leases and leases of low-value assets, with the associated lease payments recognised as an expense on a straight-line basis over the lease term.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company has early adopted the amendments to FRS 102 issued in March 2024, which are effective for accounting periods beginning on or after 1 January 2026. The amendments have been applied from 1 January 2025, being the date of initial application.
Under the amended standard, the company recognises a lease liability at the commencement date of most lease arrangements. The lease liability is measured at the present value of future lease payments, discounted using the interest rate implicit in the lease or, where this cannot be readily determined, the company’s incremental borrowing rate. The entity has taken advantage of the practical expedient supplied in FRS 102.1.48, whereby previously calculated balances under IFRS 16 for group reporting purposes have been used as opening carrying amounts. The company applies the recognition exemptions for short-term leases and leases of low-value assets, with the associated lease payments recognised as an expense on a straight-line basis over the lease term. Lease payments were formally recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis. 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 2025
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.
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 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 2025
Accounting Judgements Trade Debtors and Accrued Income Included in the trade debtors and accrued income in the prior year are balances of £387,079 and £433,384 respectively, in relation to balances subject to legal dispute. This has since been resolved and as at the year end, there were no legal claims and therefore no additional assessment regarding the recovery of the balances. Obtainable borrowing rate in lease liabilities The interest rate used to calculate the finance charge on the lease liabilities is the same as the interest rate used by the wider group. This being the rate used to borrow from the group to meet capital expenditure and other requirements at the inception of the lease. The Directors' have made the judgment that this rate represents the obtainable borrowing rate for the entity, on the basis that group policy is for all capital requirements to be met by existing group cash reserves, borrowed at a rate that is considered to be representative of an arms' length arrangement per benchmarking exercises undertaken at group level. Lease liabilities are discounted using the incremental borrowing rate of 4% - 7.19%. Capitalisation of assets under construction Where down payments and part payments have been made for assets under construction these have been capitalised on the basis that the payment is non-refundable and MW Encap bearing the construction risk. Accounting Estimates Dilapidation Included in provisions is £503,675 (2024: £472,133) in relation to dilapidation on leased premises. During the year leases were renewed, which led to management 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 £420,915 (2024: £270,915), 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 2025
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 22
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 23
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