Caseware UK (AP4) 2024.0.164 2024.0.164 2025-12-312025-12-31The financial statements have been prepared on a going concern basis. In assessing the appropriateness of the going concern basis of preparation, the directors have considered the company's cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. On 6 July 2026, Codis announced its intention to acquire 100% of the share capital of the company. Completion of the proposed acquisition remains subject to certain closing conditions and, accordingly, there can be no certainty as to whether, or when, the transaction will complete. Should the proposed acquisition not proceed, the company will remain under the ownership of its existing ultimate parent company, Catalent, Inc. Catalent, Inc. has confirmed its intention to continue providing financial support to the company for a period of at least twelve months from the date of approval of these financial statements, as evidenced by a letter of financial support provided to the directors. Should the proposed acquisition complete, the company would cease to be part of the Catalent group and would therefore no longer be able to rely on the financial support currently available from Catalent, Inc. At the date of approval of these financial statements, the company's post-acquisition funding arrangements are not yet fully within the company's control and remain dependent upon completion of the transaction and implementation of replacement funding arrangements In assessing the company's ability to continue as a going concern, the directors have considered both the scenario in which the proposed acquisition completes and the scenario in which it does not complete. Having considered the company's forecasts and the funding support expected to be available under each scenario, the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis. However, the outcome and timing of the proposed acquisition of 100% of the company's share capital by Codis, together with the dependency on replacement funding arrangements should the transaction complete, represent a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern. The financial statements do not include any adjustments that would arise if the company were unable to continue as a going concern.0Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.1112725911671600246676459025true163truetruetruetruetruetruetrue2024-07-01falseNovo Nordisk Fonden,185false 03397582 2024-07-01 2025-12-31 03397582 2023-07-01 2024-06-30 03397582 2025-12-31 03397582 2024-06-30 03397582 2023-07-01 03397582 1 2024-07-01 2025-12-31 03397582 1 2023-07-01 2024-06-30 03397582 2 2024-07-01 2025-12-31 03397582 2 2023-07-01 2024-06-30 03397582 3 2023-07-01 2024-06-30 03397582 1 2024-07-01 2025-12-31 03397582 e:Director1 2024-07-01 2025-12-31 03397582 e:Director1 2025-12-31 03397582 e:Director2 2024-07-01 2025-12-31 03397582 e:Director2 2025-12-31 03397582 e:Director3 2024-07-01 2025-12-31 03397582 e:Director3 2025-12-31 03397582 e:Director4 2024-07-01 2025-12-31 03397582 e:Director4 2025-12-31 03397582 e:Director5 2024-07-01 2025-12-31 03397582 e:Director5 2025-12-31 03397582 e:Director6 2024-07-01 2025-12-31 03397582 e:Director6 2025-12-31 03397582 e:RegisteredOffice 2024-07-01 2025-12-31 03397582 d:Buildings 2024-07-01 2025-12-31 03397582 d:Buildings 2025-12-31 03397582 d:Buildings 2024-06-30 03397582 d:Buildings d:OwnedOrFreeholdAssets 2024-07-01 2025-12-31 03397582 d:PlantMachinery 2024-07-01 2025-12-31 03397582 d:PlantMachinery 2025-12-31 03397582 d:PlantMachinery 2024-06-30 03397582 d:PlantMachinery d:OwnedOrFreeholdAssets 2024-07-01 2025-12-31 03397582 d:FurnitureFittings 2024-07-01 2025-12-31 03397582 d:ComputerEquipment 2024-07-01 2025-12-31 03397582 d:ComputerEquipment 2025-12-31 03397582 d:ComputerEquipment 2024-06-30 03397582 d:ComputerEquipment d:OwnedOrFreeholdAssets 2024-07-01 2025-12-31 03397582 d:OtherPropertyPlantEquipment 2024-07-01 2025-12-31 03397582 d:OtherPropertyPlantEquipment 2025-12-31 03397582 d:OtherPropertyPlantEquipment 2024-06-30 03397582 d:OtherPropertyPlantEquipment d:OwnedOrFreeholdAssets 2024-07-01 2025-12-31 03397582 d:OwnedOrFreeholdAssets 2024-07-01 2025-12-31 03397582 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-07-01 2025-12-31 03397582 d:ComputerSoftware 2024-07-01 2025-12-31 03397582 d:ComputerSoftware 2025-12-31 03397582 d:ComputerSoftware 2024-06-30 03397582 d:IntangibleAssetsOtherThanGoodwill 2025-12-31 03397582 d:IntangibleAssetsOtherThanGoodwill 2024-06-30 03397582 d:CurrentFinancialInstruments 2025-12-31 03397582 d:CurrentFinancialInstruments 2024-06-30 03397582 d:ReportableOperatingSegment1 2024-07-01 2025-12-31 03397582 d:ReportableOperatingSegment1 2023-07-01 2024-06-30 03397582 d:ReportableOperatingSegment2 2024-07-01 2025-12-31 03397582 d:ReportableOperatingSegment2 2023-07-01 2024-06-30 03397582 f:UnitedKingdom 2024-07-01 2025-12-31 03397582 f:UnitedKingdom 2023-07-01 2024-06-30 03397582 f:RestWorldOutsideUK 2024-07-01 2025-12-31 03397582 f:RestWorldOutsideUK 2023-07-01 2024-06-30 03397582 d:UKTax 2024-07-01 2025-12-31 03397582 d:UKTax 2023-07-01 2024-06-30 03397582 d:ShareCapital 2025-12-31 03397582 d:ShareCapital 2024-06-30 03397582 d:ShareCapital 2023-07-01 03397582 d:SharePremium 2024-07-01 2025-12-31 03397582 d:SharePremium 2025-12-31 03397582 d:SharePremium 2024-06-30 03397582 d:SharePremium 2023-07-01 03397582 d:CapitalRedemptionReserve 2024-07-01 2025-12-31 03397582 d:CapitalRedemptionReserve 2025-12-31 03397582 d:CapitalRedemptionReserve 2024-06-30 03397582 d:CapitalRedemptionReserve 2023-07-01 03397582 d:RetainedEarningsAccumulatedLosses 2024-07-01 2025-12-31 03397582 d:RetainedEarningsAccumulatedLosses 2025-12-31 03397582 d:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 03397582 d:RetainedEarningsAccumulatedLosses 2024-06-30 03397582 d:RetainedEarningsAccumulatedLosses 2023-07-01 03397582 d:AcceleratedTaxDepreciationDeferredTax 2025-12-31 03397582 d:AcceleratedTaxDepreciationDeferredTax 2024-06-30 03397582 d:OtherDeferredTax 2025-12-31 03397582 d:OtherDeferredTax 2024-06-30 03397582 e:OrdinaryShareClass1 2024-07-01 2025-12-31 03397582 e:OrdinaryShareClass1 2025-12-31 03397582 e:OrdinaryShareClass1 2024-06-30 03397582 e:FRS101 2024-07-01 2025-12-31 03397582 e:Audited 2024-07-01 2025-12-31 03397582 e:FullAccounts 2024-07-01 2025-12-31 03397582 e:PrivateLimitedCompanyLtd 2024-07-01 2025-12-31 03397582 d:FinancialLiabilitiesFairValueThroughProfitOrLoss 2024-07-01 2025-12-31 03397582 d:FinancialLiabilitiesAmortisedCost 2024-07-01 2025-12-31 03397582 d:FinancialLiabilitiesDesignatedFairValueThroughProfitOrLoss 2024-07-01 2025-12-31 03397582 2 2024-07-01 2025-12-31 03397582 g:PoundSterling 2024-07-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03397582









CATALENT NOTTINGHAM LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

 
CATALENT NOTTINGHAM LIMITED
 
 
COMPANY INFORMATION


Directors
R Ceron 
M Streeter
A Gennadios




Registered number
03397582



Registered office
8 Orchard Place
Nottingham Business Park

Nottingham

Nottinghamshire

NG8 6PX




Independent auditor
Grant Thornton UK LLP
Chartered Accountants & Statutory Auditor

Level 8

120 Bothwell Street

Glasgow

G2 7JS





 
CATALENT NOTTINGHAM LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditor's Report
 
7 - 11
Statement of Comprehensive Income
 
12
Statement of Financial Position
 
13 - 14
Statement of Changes in Equity
 
15
Notes to the Financial Statements
 
16 - 35

 
CATALENT NOTTINGHAM LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025

Introduction
 
The directors present the Strategic Report of Catalent Nottingham Limited (the "company") for the period ended 31 December 2025.

These accounts are for the 18 month period from 1 July 2024 to 31 December 2025. The comparatives represent the year ended 30 June 2024.

Business review and future developments
 
Catalent Inc, the ultimate parent, was acquired by Novo Holdings A/S in an all-cash transaction on 18 December 2024. Due to the acquisition, the company has moved its reporting period from a 30 June close to a 31 December close so as to align with the ultimate parent's reporting periods. There have been no changes impacting the running of the business since the transaction closed.

Subsequent to the 31 December 2025 period end, Catalent entered into a Stock Sale Agreement for the sale of the company to US-based entity Codis. The proposed transaction was publicly announced on 6 July 2026 and is expected to complete on 31 July 2026, subject to the satisfaction of the remaining closing conditions. Based on the information currently available, the directors do not expect the proposed transaction to have a material impact on the company's principal activities or its future development as described in the Strategic Report.

Revenue for the 18 month period ended 31 December 2025 was £16.3
(year ended 2024: £14.5m), primarily due to a change in focus for the company over the last 18 months, targeting our offering more towards the early phase development of products with the aim of feeding the lifecycle of these molecules into the wider Catalent group. 

Within our revenue generating business model, we are focused on: 

Pharmaceutical Development Services - Focused on the early phases of development of small molecule compounds, including, "challenging" compounds that are considered difficult to formulate;

Clinical Trial Manufacturing Services - Customised manufacturing and packaging, primarily for phase 1 and 2 clinical trials, including the manufacturing of tablets, capsules, topicals, dry powder inhaled products and liquids; and

Advanced Analytical Consulting Services - Data driven decision support and regulatory support services across preclinical and clinical development programs.

During the period, we continued to enhance our expertise and offering in pharmaceutical development services, clinical trial manufacturing and advanced analytical consulting services. 

The company continues to play a key role within the wider group, adding value through developing molecules that go on to be commercialised in other sites across the Catalent network. 

Management remains focused on leveraging the company's strengths to further support group-wide objectives.

Page 1

 
CATALENT NOTTINGHAM LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025

Financial key performance indicators
 
The directors rely on certain key performance indicators to measure and manage the business. The key performance indicators that the directors find relevant is turnover generation, EBITDA contribution, net assets and average employee headcount in comparison to prior years and budget targets.


2025
2024

£'000
£'000



EBITDA
254
2,288
Depreciation and amortisation
(1,628)
(1,474)
Amounts deemed to be exceptional
(153)
(249)
Management recharges
(2,470)
(2,351)
Operating loss
(3,997)
(1,786)

In the 18 month period, turnover was £16.3(year ended 30 June 2024: £14.5m).

In the 18 month period, EBITDA was £254(year ended 30 June 2024: £2,288k). EBITDA is defined as profit/loss before tax, excluding interest, depreciation, amortisation, tax, amounts deemed exceptional by management and management recharges.

The company has net assets of £4.0
(30 June 2024: £8.7m) at the period end. 

In the 18 month period, headcount has decreased to 163
 (year ended 30 June 2024: 185). Management continues to review all areas of headcount and make strategic decisions based on capacity, demand and other ongoing factors that impact the business.

Revenue has a direct correlation to EBITDA. The company has implemented a number of cost savings initiatives throughout the period to help mitigate the impact that any reduction in revenue has on EBITDA. The primary cost for the company remains the staff costs which are constantly monitored against the sales demand to ensure that margins are maintained.

The company further implemented strategies throughout the period to help transition the change in focus. The outlook for Financial Year 2026 remains positive on the back of these strategies, however, the company's leadership team are actively reviewing the cost base of the company for opportunities should a risk to growth materialise.
Page 2

 
CATALENT NOTTINGHAM LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025

Principal risks and uncertainties
 
Management have identified below a summary of the main risks that could potentially impact the business operating and financial performance.

Economic Risks 

Through the normal course of its activities, the company has exposure to foreign exchange fluctuations due to the global nature of the revenues. The company is exposed to USD and Euro denominated revenues. Company spend in foreign currencies is limited and therefore the company has no currency hedges or financial instruments in place at company level to protect against exchange rate variations. The company reduces the risk by billing customers in company currency where possible and holding balances in different currencies to manage payments and receipts more effectively. 

The macroeconomic outlook has become more uncertain as the impact of higher inflation on the cost of living has increased. The company continues to monitor and mitigate inflation risk within the UK and surrounding global markets. Management mitigates inflation risk via having a strong procurement team in place, internal cost savings initiatives and strategic budgeting. Management have considered the risk from the conflict in the Middle East and US Tariffs and have deemed it minimal based on the low impact on trading since these events have occurred.

Liquidity and Cash-flow Risk 

The company faces liquidity and cash flow risks from customers and suppliers. The cash-flow risk is actively managed on a regular basis, through regular cashflow forecasting processes. The company can call upon the Catalent cash pooling facility at any given moment via an email and subsequent cash transfer once approved by treasury.

Legislative/regulatory risks 

Currently the company is regulated by the MHRA (Medicines & Healthcare products Regulatory Agency) in the UK, the main national regulatory body. 

Regulatory changes may give rise to risks related to the company's ability to service these markets, either impacting its capabilities or impacting the company indirectly through changes to customers' products requirements. The company is upgrading its capabilities and systems continuously to ensure it meets all current reasonably foreseen regulatory changes. 

Credit risk 

The principal credit risk arises from the company's trade debtors. In order to manage this risk, management reviews and approves the credit terms of all new clients. Further, a regular review of the credit position of existing clients is also performed. 

All potential areas of financial risk are regularly monitored and reviewed by the directors and local management. Preventative or corrective measures are taken as necessary. 

This report was approved by the board and signed on its behalf.



M Streeter
Director

Date: 30 July 2026
Page 3

 
CATALENT NOTTINGHAM LIMITED
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the period ended 31 December 2025.

These accounts are for the 18 month period from 1 July 2024 to 31 December 2025. The comparatives represent the year ended 30 June 2024.

Principal activity

The principal activity of the company is that of pharmaceutical research, formulation and consultancy services.

Results and dividends

The loss for the period, after taxation, amounted to £4,687,921 (year ended 30 June 2024: loss £2,256,800).

The directors did not recommend the payment of dividends in the period (year ended 30 June 2024: £Nil).

Directors

The directors who served during the period, and up to the date of signing this report, were:

R Ceron (appointed 31 March 2025)
M Streeter (appointed 31 March 2025)
A Gennadios (appointed 1 April 2025)
R Hopson (resigned 27 March 2025)
L Carletti (resigned 31 March 2025)
C Dick (resigned 1 April 2025)

Director's responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 101 ‘Reduced Disclosure Framework’). 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 and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; 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.

Qualifying third party indemnity provisions

The directors have third party indemnity insurance.

Page 4

 
CATALENT NOTTINGHAM LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025

Going concern

The financial statements have been prepared on a going concern basis.

In assessing the appropriateness of the going concern basis of preparation, the directors have considered the company's cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements.

On 6 July 2026, Codis announced its intention to acquire 100% of the share capital of the company. Completion of the proposed acquisition remains subject to certain closing conditions and, accordingly, there can be no certainty as to whether, or when, the transaction will complete.
 
Should the proposed acquisition not proceed, the company will remain under the ownership of its existing ultimate parent company, Catalent, Inc. Catalent, Inc. has confirmed its intention to continue providing financial support to the company for a period of at least twelve months from the date of approval of these financial statements, as evidenced by a letter of financial support provided to the directors.

Should the proposed acquisition complete, the company would cease to be part of the Catalent group and would therefore no longer be able to rely on the financial support currently available from Catalent, Inc. At the date of approval of these financial statements, the company's post-acquisition funding arrangements are not yet fully within the company's control and remain dependent upon completion of the transaction and implementation of replacement funding arrangements.

In assessing the company's ability to continue as a going concern, the directors have considered both the scenario in which the proposed acquisition completes and the scenario in which it does not complete. Having considered the company's forecasts and the funding support expected to be available under each scenario, the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.
 
However, the outcome and timing of the proposed acquisition of 100% of the company's share capital by Codis, together with the dependency on replacement funding arrangements should the transaction complete, represent a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.

The financial statements do not include any adjustments that would arise if the company were unable to continue as a going concern.

Research and development activities

Due to the industry in which the company operates, research and development is a key initiative. The company invests in technology and work processes that contribute towards enhancements in research and development. Due to this, the company applies for research and development tax relief each period and this value is reflected in other income in the profit and loss account (see note 5). R&D related expenditure equated to £4.9m in the period (year ended 30 June 2024: £4.1m).

Matters covered in the Strategic Report

As permitted under s414C(11) of the Companies Act 2006, the directors have included information in the Strategic Report that otherwise would be required under s416(4) to be disclosed in the Directors' Report, including information in respect of future developments and financial risks and policies.
 
Page 5

 
CATALENT NOTTINGHAM LIMITED
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025

Subsequent events

Subsequent to the period end, Catalent entered into a Stock Sale Agreement for the sale of the company to US-based entity Codis. The proposed transaction was publicly announced on 6 July 2026 and is expected to complete on 31 July 2026, subject to the satisfaction of the remaining closing conditions.

Based on the information currently available, the directors do not expect the proposed transaction to have a material impact on the company's principal activities or its future development as described in the Strategic Report.

Disclosure of information to auditor

The directors confirm that:
 
so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and

the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditor

The auditor, Grant Thornton UK LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





M Streeter
Director

Date: 30 July 2026

Page 6

 

 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT NOTTINGHAM LIMITED

Opinion


We have audited the financial statements of Catalent Nottingham Limited (the 'company') for the 18 month period ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion:


the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the period then ended; 

the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.



Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Material uncertainty related to going concern


We draw attention to note 2.4 in the financial statements, which indicates that on 6 July 2026, Codis announced its intention to acquire 100% of the share capital of Catalent Nottingham Limited. Completion of the proposed acquisition remains subject to a number of conditions and there can be no certainty as to whether, or when, the transaction will complete. Completion of the transaction would also result in the company leaving the Catalent group and the financial support currently available from Catalent Inc. would no longer be available. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.


Page 7


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT NOTTINGHAM LIMITED (CONTINUED)

Our responsibilities


We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Strategic Report, other than the financial statements and our Auditor’s Report thereon. The directors are responsible for the other information contained within the Strategic 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
 
Page 8


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT NOTTINGHAM LIMITED (CONTINUED)

Matter on which we are required to report under the Companies Act 2006
 

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 Director's Report.


Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.



Responsibilities of directors
 

As explained more fully in the Directors' Report set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Page 9


 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT NOTTINGHAM LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. 

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: 

We have obtained an understanding of the legal and regulatory frameworks that are applicable to the company and industry in which it operates through our general commercial and sector experience and discussions with management. We determined the following laws and regulations were most significant: FRS 101 ‘Reduced Disclosure Framework’ and the Companies Act 2006.

We have enquired with management as to any known instances of non-compliance with any of the applicable laws and regulations or whether they had any knowledge of actual, suspected, or alleged fraud.

We assessed the susceptibility of the company’s financial statements to material misstatements, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of the processes and controls which management have in place to prevent and detect fraud; 

Challenging assumptions and judgments made by management in its significant accounting estimates, including key estimates made within the impairment review;

Identifying and testing journal entries that we consider to be indicative of fraud; and

Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statements item.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:

Understanding of, and practical experience with, audit engagements of a similar nature and complexity, through appropriate training and participation;

Knowledge of the industry in which the company operates; and

Understanding of the requirements of FRS 101 in conformity with the requirements of the Companies Act 2006 and the application of the legal and regulatory requirements.
Page 10


 
img47f1.png
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT NOTTINGHAM LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements (continued)


We have not identified any matters relating to non-compliance with laws and regulations or relating to fraud.

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 Auditor's Report.


Use of our 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 2006Our 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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.




Amanda James BFP ACA FCCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory AuditorChartered Accountants
Glasgow

30 July 2026
Page 11

 
CATALENT NOTTINGHAM LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025

Period ended
31 December
As restated
year ended
30 June
2025
2024
Note
£
£

  

Turnover
 4 
16,341,344
14,518,036

Cost of sales
  
(9,309,775)
(7,835,730)

Gross profit
  
7,031,569
6,682,306

Administrative expenses
  
(13,550,445)
(10,556,597)

Other operating income
 5 
2,522,249
2,087,799

Operating loss
 6 
(3,996,627)
(1,786,492)

Interest receivable and similar income
 10 
51,111
-

Interest payable and similar expenses
 11 
(474,879)
(360,320)

Loss before tax
  
(4,420,395)
(2,146,812)

Tax on loss
 12 
(267,526)
(109,988)

Loss for the financial period
  
(4,687,921)
(2,256,800)

See note 26 for details on the prior year adjustment.

There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.

There was no other comprehensive income for 2025 (year ended 30 June 2024£Nil).

The notes on pages 16 to 35 form part of these financial statements.
Page 12

 
CATALENT NOTTINGHAM LIMITED
REGISTERED NUMBER:03397582

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

31 December
30 June
2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
118,526
88,771

Tangible assets
 14 
9,997,746
9,962,759

  
10,116,272
10,051,530

Current assets
  

Stocks
 15 
-
22,198

Debtors: amounts falling due within one year
 16 
3,989,775
5,652,077

Cash at bank and in hand
 17 
1,640,191
1,883,730

  
5,629,966
7,558,005

Creditors: amounts falling due within one year
 18 
(10,495,156)
(8,044,847)

Net current liabilities
  
 
 
(4,865,190)
 
 
(486,842)

Total assets less current liabilities
  
5,251,082
9,564,688

  

Provisions for liabilities
  

Deferred tax
 19 
(1,243,864)
(869,549)

  

Net assets
  
4,007,218
8,695,139


Capital and reserves
  

Called up share capital 
 20 
9,696
9,696

Share premium account
 21 
181,659
181,659

Capital redemption reserve
 21 
2,000
2,000

Retained earnings
 21 
3,813,863
8,501,784

Total shareholders' funds
  
4,007,218
8,695,139

Page 13

 
CATALENT NOTTINGHAM LIMITED
REGISTERED NUMBER:03397582
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M Streeter
Director

Date: 30 July 2026

The notes on pages 16 to 35 form part of these financial statements.
Page 14

 
CATALENT NOTTINGHAM LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025


Called up share capital
Share premium account
Capital redemption reserve
Retained earnings
Total shareholders' funds

£
£
£
£
£


At 1 July 2023
9,696
181,659
2,000
10,758,584
10,951,939


Comprehensive loss for the year

Loss for the year
-
-
-
(2,256,800)
(2,256,800)



At 1 July 2024
9,696
181,659
2,000
8,501,784
8,695,139


Comprehensive loss for the period

Loss for the period
-
-
-
(4,687,921)
(4,687,921)


At 31 December 2025
9,696
181,659
2,000
3,813,863
4,007,218


The notes on pages 16 to 35 form part of these financial statements.
Page 15

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

1.


General information

Catalent Nottingham Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 03397582, and its registered head office is located at 8 Orchard Place, Nottingham Business Park, Nottingham, Nottinghamshire, NG8 6PX.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment; and
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures;
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets; and
the requirements of paragraph 88C and 88D of IAS 12 Income Taxes.

This information is included in the consolidated financial statements of Novo Holdings A/S as at 31 December 2025 and these financial statements may be obtained from https://novoholdings .dk/annual
-results.

  
2.3

Impact of new international reporting standards, amendments and interpretations

The company has applied the following standards and amendments for the first time for its annual reporting period commencing 1 July 2024:

Lack of Exchangeability – Amendments to IAS 21.

The amendment listed above did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
Page 16

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis.

In assessing the appropriateness of the going concern basis of preparation, the directors have considered the company's cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements.

On 6 July 2026, Codis announced its intention to acquire 100% of the share capital of the company. Completion of the proposed acquisition remains subject to certain closing conditions and, accordingly, there can be no certainty as to whether, or when, the transaction will complete.

Should the proposed acquisition not proceed, the company will remain under the ownership of its existing ultimate parent company, Catalent, Inc. Catalent, Inc. has confirmed its intention to continue providing financial support to the company for a period of at least twelve months from the date of approval of these financial statements, as evidenced by a letter of financial support provided to the directors.

Should the proposed acquisition complete, the company would cease to be part of the Catalent group and would therefore no longer be able to rely on the financial support currently available from Catalent, Inc. At the date of approval of these financial statements, the company's post-acquisition funding arrangements are not yet fully within the company's control and remain dependent upon completion of the transaction and implementation of replacement funding arrangements

In assessing the company's ability to continue as a going concern, the directors have considered both the scenario in which the proposed acquisition completes and the scenario in which it does not complete. Having considered the company's forecasts and the funding support expected to be available under each scenario, the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.

However, the outcome and timing of the proposed acquisition of 100% of the company's share capital by Codis, together with the dependency on replacement funding arrangements should the transaction complete, represent a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.

The financial statements do not include any adjustments that would arise if the company were unable to continue as a going concern.

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Page 17

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.5
Foreign currency translation (continued)

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.6

Revenue

Revenue is recognised at an amount that reflects consideration to which the company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the company;
 
Identifies the contract with the customer;

Identifies the separable performance obligations in the contract; 

Determines the overall transaction (contract) price; 

Allocates the transaction price across the separable performance obligations on the basis of the relative standalone selling price of each distinct goods or services to be delivered, applying any overall discounts across the entire contract (or on specific performance obligations if more appropriate); and 

Recognise revenue when, or as, each performance obligation is satisfied in a manner that reflects the transfer of control of the goods or services promised to the customer.

Rendering of services 

Development services contracts generally take the form of short-term, fee-for-service arrangements. Performance obligations vary, but frequently include biologic cell-line development, formulation, analytical stability testing, and other services related to product development. Each promised service is typically assessed as a distinct performance obligation. The transaction price is generally fixed and based on amounts specified in the contract for each promised service.

Revenue is recognised over time as performance obligations are satisfied, as the company's performance does not create an asset with an alternative use and the company has an enforceable right to payment for performance completed to date.

Progress towards satisfaction of performance obligations is measured using an output method, based on the achievement of contractually defined milestones or deliverables. Revenue is recognised when the relevant milestone or deliverable is achieved, as this best reflects the transfer of control of services to the customer.

Billing can vary by contract, but typically include invoicing upon achievement of milestones or, in some cases, in advance of performance.



 

Page 18

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.6
Revenue (continued)

Contract balances 

Contract assets represent the company's right to consideration in exchange for goods and/or services that have been transferred to a customer, and mainly includes accrued revenue in respect of goods and services provided to a customer but not yet fully billed. Contract liabilities represent the company's obligation to transfer goods and/or services to a customer for which the company has either received consideration or consideration is due from the customer.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Page 19

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.13

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 The estimated useful lives range as follows:

Computer software
-
3-5 years straight line

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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.


 

Page 20

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.14
Tangible fixed assets (continued)

Depreciation is provided on the following basis:

Freehold property
-
5-10 years
Plant and machinery
-
3-15 years
Fixtures and fittings
-
3-10 years
Computer equipment
-
5 years

Assets under construction are not depreciated until the assets are available for use. They are then transferred to the relevant tangible fixed asset category and depreciated in line with the depreciation policy.

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.

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 
Page 21

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 22

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.

Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:

Estimates

Alternative Performance Measures "APMs" (see Strategic Report)

The directors exercise judgement in determining adjustments to apply to FRS 101 measurements in order to derive suitable APMs which are used by management to provide additional information on the trends and performance of the group. The directors believe that EBITDA is a key APM. This measure is used for performance analysis by the board, is not defined by FRS 101 and not intended to be a substitute from FRS 101 measurements. They may not be directly comparable with other companies' APMs.

Judgements

Indicators of Impairment

Management applies judgment to evaluate whether internal or external triggers exist that suggest an asset may be impaired. These considerations include significant changes in the technological, market, economic, or legal environment in which the company operates, as well as internal metrics such as physical obsolescence, under performance against budget, or planned restructures.

Going concern

In assessing the going concern assumption, the Directors have exercised significant judgment regarding the availability of future funding. The company is reliant on the continued financial support of its parent company, Catalent Inc. The parent company has provided a formal, legally binding commitment to provide unconditional financial support to the company for a period of at least 12 months from the date of approval of these financial statements. This support ensures that the company can meet its liabilities as they fall due and continue its operations without material disruption.

Page 23

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
31 December
Year ended
30 June
2025
2024
£
£

Pharmaceutical development services
12,378,224
11,503,484

Clinical trial manufacturing services
3,963,120
3,014,552

16,341,344
14,518,036


Analysis of turnover by country of destination:

Period ended
31 December
Year ended
30 June
2025
2024
£
£

United Kingdom
5,214,085
2,846,436

United States of America
8,508,180
7,073,333

Rest of the world
2,619,079
4,598,267

16,341,344
14,518,036


Assets and liabilities relating to contracts with customers.

All opening balance contract assets were recognised in revenue throughout the period. The company has recognised the following assets and liabilities related to contracts with customers.


Period ended
31 December
Year ended
30 June
2025
2024
£
£

Contract assets


Current contract assets

215,390
204,754

Contract liabilities


Current contract liabilities

(9,709)
(45,200)

There is no impairment loss recognised on any contract assets arising from contracts with customers both in the period to 31 December 2025 and year to 30 June 2024.

Page 24

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

5.


Other operating income

Period ended
31 December
Year ended
30 June
2025
2024
£
£

R&D tax credit
396,075
313,052

Other income
2,126,174
1,774,747

2,522,249
2,087,799


Other income relates to supply chain management and operations team cost recharge to the immediate parent company Catalent Supply Chain UK Limited. This is derived of employees on the Nottingham payroll and a facilities recharge for the usage of the property office space.


6.


Operating loss

The operating loss is stated after charging:

Period ended
31 December
Year ended
30 June
2025
2024
£
£

Depreciation of property, plant and equipment
1,614,237
1,415,484

Amortisation of intangible assets
13,690
58,324

(Gain)/loss on disposal
(11,331)
43,734

Bad debt write-back
(2,164)
(3,479)

Exchange losses/(gains)
174,123
(8,025)

Expected Credit loss movement
(89,672)
84,029


7.


Auditor's remuneration

During the period, the company obtained the following services from the company's auditor:


Period ended
31 December
Year ended
30 June
2025
2024
£
£

Fees payable to the company's auditor for the audit of the company's financial statements
92,450
85,263

Fees payable to the company's auditor in respect of:

Accounts production
3,090
-

Taxation services
22,282
-

Page 25

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

8.


Employees

Staff costs were as follows:


Period ended
31 December
Year ended
30 June
2025
2024
£
£

Wages and salaries
12,477,481
8,394,894

Social security costs
1,359,840
901,430

Other pension costs
582,860
396,631

14,420,181
9,692,955


Of this total, £1,746,778 was recharged to other companies within the Catalent group (year ended 30 June 2024: £1,032,434)

Additional employee costs recharged to the company from other companies within the Catalent group during the period, totalled £214,332 
(year ended 30 June 2024: £352,806).
 
The average monthly number of employees, including the directors, during the period was as follows:


Period ended
31 December
Year ended
30 June
2025
2024
No.
No.



Technical
126
106

Administrative
33
75

Marketing
4
4

163
185

Employee numbers includes employees that do not carry out work for Catalent Nottingham, but are on the Catalent Nottingham payroll and recharged to other companies within the Catalent group accordingly. In the period reported, the average number of employees recharged was 27 (year ended 30 June 2024: 11).


9.


Directors' remuneration

The directors were paid by another group entity in the period to 31 December 2025 and year to 30 June 2024. The directors spend most of their time working with other group companies and it is not practical to allocate any of their remuneration to the company.

Page 26

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

10.


Interest receivable and similar income

Period ended
31 December
Year ended
30 June
2025
2024
£
£


Other interest receivable
51,111
-


11.


Interest payable and similar expenses

Period ended
31 December
Year ended
30 June
2025
2024
£
£


Interest on loans from group undertakings
474,879
360,320


12.


Taxation


Period ended
31 December
Year ended
30 June
2025
2024
£
£

Corporation tax


Adjustment in respect of prior years
(106,789)
-

Total current tax
(106,789)
-

Deferred tax


Current period/year
198,562
(111,300)

Adjustments in respect of prior years
175,753
221,288

Total deferred tax
374,315
109,988


Total tax charge
267,526
109,988
Page 27

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
 
12.Taxation (continued)

Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than 
(year ended 30 June 2024: higher than) the standard rate of corporation tax in the UK of25% (year ended 30 June 2024:25%). The differences are explained below:

Period ended
31 December
Year ended
30 June
2025
2024
£
£


Loss on ordinary activities before tax
(4,420,395)
(2,146,812)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (year ended 30 June 2024: 25%)
(1,105,099)
(536,703)

Effects of:


Fixed asset differences
76,173
-

Expenses not deductible for tax purposes
2,221
37,188

Adjustments to tax charge in respect of prior periods
(106,789)
221,288

R&D expenditure credits
21,777
-

Effects of group relief
1,170,222
381,417

Share awards
33,268
6,798

Movement in deferred tax not recognised
175,753
-

Total tax charge for the period/year
267,526
109,988

Factors that may affect future tax charges

Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the Statement of Financial Position date.

Page 28

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

13.


Intangible assets






Computer software

£



Cost


At 1 July 2024
409,232


Additions
43,445



At 31 December 2025

452,677



Accumulated amortisation


At 1 July 2024
320,461


Charge for the period
13,690



At 31 December 2025

334,151



Net book value



At 31 December 2025
118,526



At 30 June 2024
88,771

Amortisation on intangible assets is charged to administrative expenses in profit or loss. The remaining amortisation period of the computer software at the Statement of Financial Position date is between 1 and 4 years.




Page 29

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

14.


Tangible fixed assets







Freehold property
Plant & machinery and fixtures & fittings
Computer equipment
Assets under construction
Total

£
£
£
£
£



Cost or valuation


At 1 July 2024
8,287,228
10,422,762
583,970
36,646
19,330,606


Additions
-
1,341,393
56,338
262,378
1,660,109


Disposals
-
(125,708)
-
-
(125,708)


Transfers between classes
-
28,102
-
(28,102)
-


Impairment
-
-
-
(8,544)
(8,544)



At 31 December 2025

8,287,228
11,666,549
640,308
262,378
20,856,463



Depreciation


At 1 July 2024
2,517,093
6,304,304
546,450
-
9,367,847


Charge for the period on owned assets
373,166
1,281,933
(40,862)
-
1,614,237


Disposals
-
(123,367)
-
-
(123,367)



At 31 December 2025

2,890,259
7,462,870
505,588
-
10,858,717



Net book value



At 31 December 2025
5,396,969
4,203,679
134,720
262,378
9,997,746



At 30 June 2024
5,770,135
4,118,458
37,520
36,646
9,962,759


15.


Stocks

31 December
30 June
2025
2024
£
£

Raw materials and consumables
-
22,198



Page 30

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

16.


Debtors: amounts falling due within one year

31 December
30 June
2025
2024
£
£


Trade debtors
1,304,357
1,942,735

Amounts owed by group undertakings
1,761,657
2,552,403

Prepayments, accrued income and other debtors
294,243
230,271

Corporation tax
629,518
926,668

3,989,775
5,652,077


Trade debtors include contract asset balance of £215,390 (30 June 2024: £204,754). See note 4. 

An expected credit loss (ECL) of £3,349 
(30 June 2024: £93,021) was recognised against trade debtors, with an decrease in the ECL during the period of £89,672 (30 June 2024: an increase of £84,029).

The company applies the IFRS 9 simplified approach to measuring expected credit losses for trade receivables at an amount equal to lifetime ECL. The ECL on trade debtors is calculated based on actual credit loss experience over the preceding three to five years on the total balance of non-credit impaired trade debtors, adjusted for forward-looking information where relevant (such as a significant deterioration in the economic environment).

The company considers a trade debtor to be credit impaired when one or more detrimental events have occurred such as:

significant financial difficulty of the customer; or
it is becoming probable that the customer will enter bankruptcy or other financial reorganisation.

Amounts owed by group undertakings are unsecured, interest free, repayable on demand and have been considered for any indicators of impairment.


17.


Cash and cash equivalents

31 December
30 June
2025
2024
£
£

Cash at bank and in hand
1,640,191
1,883,730

Less: bank overdrafts
(8,461,604)
(4,840,906)

(6,821,413)
(2,957,176)


Page 31

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

18.


Creditors: amounts falling due within one year

31 December
30 June
2025
2024
£
£

Trade creditors
210,933
237,139

Loans payable to group undertakings
-
331,153

Amounts owed to group undertakings
31,656
107,652

Short-term borrowings - overdraft
8,461,604
4,840,906

Social security and other taxes
1,228,227
1,162,126

Accruals and deferred income
562,736
1,365,871

10,495,156
8,044,847


Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.

Short-term borrowings relate to an overdraft within a group cash pooling agreement. It can be repaid at any time and has no fixed maturity date or payment terms Interest is charged at base rate plus a margin of 1.50%. 

Accruals and deferred income balance include contract liabilities of £9,709 
(30 June 2024: £45,200). See note 4.


19.


Deferred taxation

31 December
30 June
2025
2024
£
£



Opening balance
(869,549)
(843,554)

Charged to profit or loss
(374,315)
111,300

Prior year R&D
-
4,555

Current year R&D
-
79,438

Adjustment in respect of prior periods
-
(221,288)

At end of period/year
(1,243,864)
(869,549)

Page 32

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

19.


Deferred taxation (continued)

The provision for deferred taxation is made up as follows:


31 December
30 June
2025
2024
£
£



Fixed asset timing difference
(1,490,540)
(1,328,574)

Short term timing difference
16,976
53,572

R&D expenditure credit
229,700
405,453

(1,243,864)
(869,549)


20.


Share capital

31 December
30 June
2025
2024
£
£
Allotted, called up and fully paid



9,696 (2024: 9,696) Ordinary shares of £1.00 each
9,696
9,696

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.


21.


Reserves

The company's capital and reserves are as follows:

Share premium account

The share premium account represents amounts received on the issue of share capital in excess of the nominal value of share capital, less any costs incurred as a result of the issue.

Capital redemption reserve

The capital redemption reserve represents the nominal value of share capital issued by the company which were subsequently repurchased.

Retained earnings

Retained earnings represent the accumulated profits, losses and distributions of the company.

Page 33

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

22.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £582,860 (year ended 30 June 2024: £396,631). Contributions totalling £64,553 (30 June 2024: £69,706) were payable to the fund at the reporting date and are included in creditors.


23.


Related party transactions

The company has opted not to disclose transactions with wholly owned members of the group as permitted by the exemption under FRS 101 in relation to IAS 24 Related Party Disclosures.

All directors and certain senior employees who have authority and responsibility for planning, directing
and controlling the activities of the company are considered to be key management personnel. There were no transactions with any such related parties other than those disclosed within the Employees or Directors' remuneration note.


24.


Subsequent events

Subsequent to the period end, Catalent entered into a Stock Sale Agreement for the sale of the company to US-based entity Codis. The proposed transaction was publicly announced on 6 July 2026 and is expected to complete on 31 July 2026, subject to the satisfaction of the remaining closing conditions.

Based on the information currently available, the directors do not expect the proposed transaction to have a material impact on the company's principal activities or its future development as described in the Strategic Report.


25.


Controlling party

The immediate parent company is Catalent UK Supply Chain Limited. 

The company’s ultimate controlling party is Novo Nordisk Fonden, a foundation in Denmark. Catalent, Inc., the intermediate parent company incorporated in the United States of America, heads the smallest group in which the results of the company are consolidated. Copies of its group financial statements may be obtained from: Catalent Inc., 14 Schoolhouse Road, Somerset, NJ 08873, United States of America. Novo Holdings A/S heads the largest group in which the results of the company are consolidated. Copies of its group financial statements may be obtained from: https://novoholdings .dk/annual-results.

Page 34

 
CATALENT NOTTINGHAM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025

26.


Prior year adjustment

During the current period, the directors identified that certain costs amounting to £817,034, which were previously presented within cost of sales in the comparative period, were more appropriately classified within administrative expenses. Accordingly, the comparative information for the year ended 30 June 2024 has been restated to reflect the revised presentation.

The impact of the restatement on the comparative Statement of Comprehensive Income was as follows:
 
Decrease in cost of sales: £817,034

Increase in administrative expenses: £568,331

Increase in exceptional costs (included in administrative expenses): £248,703

This restatement relates solely to the presentation of expenses within the Statement of Comprehensive Income and has no impact on total net assets or profit for the financial year.

Page 35