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Registered number: 03577928
CATALENT CTS (WALES) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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CATALENT CTS (WALES) LIMITED
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CATALENT CTS (WALES) LIMITED
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CONTENTS
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Independent Auditor's Report
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Statement of Changes in Equity
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Notes to the Financial Statements
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CATALENT CTS (WALES) LIMITED
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STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The director presents his Strategic Report 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.
The company is an intermediate holding company within the Catalent group, positioned between Catalent CTS (Edinburgh) Limited and Catalent CTS UK Holding Limited. Its principal activity is that of a holding company, with its primary asset being its investment in Catalent CTS (Edinburgh) Limited, which represents the main trading entity within this part of the group. Catalent CTS (Edinburgh) Limited undertakes clinical supply services and associated operations and therefore drives the underlying performance of the sub-group.
As the company does not undertake trading activities and operates solely as an intermediate holding entity, there have been no significant business developments during the period to report at the company level. The results of the company are therefore primarily driven by movements in its investment in the subsidiary undertaking.
Given the nature of the company’s activities as a non-trading holding company, the director does not consider company-specific key performance indicators to be relevant. Performance is instead monitored at the level of the underlying trading subsidiary, Catalent CTS (Edinburgh) Limited.
Catalent, Inc., the intermediate company, was acquired by Novo Nordisk Fonden in an all-cash transaction on 18 December 2024. This transaction has had no effect on the future developments of the company, nor is this expected to change in the future.
Principal risks and uncertainties
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The director has considered and reviewed business risks relating to Catalent CTS (Wales) Limited. As this company is an intermediate holding company there are no commercial or regulatory risks. There are also no interest rate or exchange rate risks borne by this entity.
As an intermediate holding company, the risks of the entity are limited to the performance of the investments. An investment impairment review is considered annually and for the period ended 31 December 2025 no indicators of impairment were identified (year ended 30 June 2024: no indicators).
Legislative/regulatory risks
Currently the company's subsidiary Catalent CTS (Edinburgh) Limited is regulated by various national regulatory bodies, with the main one being MHRA in the UK. Regulatory changes may raise risks as to the subsidiary's abilities to service these markets, either impacting its capabilities or impacting it indirectly through changes to customers' product requirements. The subsidiary is upgrading its capabilities and systems continuously to ensure they meet all current and reasonably foreseen regulatory changes.
Macro-economic risks
Whilst not directly impacting the company in its capacity as a holding company, management have considered the potential impact of the recent sharp cost of living increases on demand for its subsidiaries' products when assessing whether an impairment of the investments might be necessary.
Other risks
As predominantly a non-trading holding company, the risks of the entity are limited to those economic risks outlined above.
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CATALENT CTS (WALES) LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The business intends to continue operating principally as an intermediate holding company for the foreseeable future.
In accordance with section 172 of the Companies Act 2006, the director has acted in good faith to promote the success of the company for the benefit of its members as a whole. As a non-trading intermediate holding company, the company has no direct customers, suppliers or employees. The director therefore relies on the governance framework of the wider Catalent group in considering stakeholder interests, with primary focus placed on safeguarding the company’s investment in its subsidiary and ensuring alignment with group strategy.
This report was approved by the board and signed on its behalf.
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CATALENT CTS (WALES) LIMITED
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DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The director presents his report and the financial statements for the 18-month period ended 31 December 2025.
The company is a non-trading intermediate holding company which has not traded in either the current or prior period and has therefore not generated any profit or loss in either period.
The director did not recommend the payment of dividends in the period (year ended 30 June 2024: £Nil).
The director who served during the period, and up to the date of signing this report, was:
The director in office during the period didn't hold any beneficial interests in the share capital of the company during the period.
Director's responsibilities statement
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The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial period. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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
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The company has granted an indemnity to its director against liability in respect of proceedings brought by third parties, subject to the conditions set out in Section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Director's Report.
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CATALENT CTS (WALES) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The financial statements have been prepared on a going concern basis. The company has not traded during the current 18-month period (prior year: 12 months) and has incurred no cash outflows. The company has no liabilities at the Balance Sheet date.
The director has assessed the company’s financial position and considers that it has adequate resources to continue in operational existence for the foreseeable future. The only matter considered as part of this assessment is the carrying value of the company’s investment. Based on his review, no indicators of impairment have been identified and no impairment provision is considered necessary.
Engagement with suppliers, customers and others
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As a non-trading intermediate holding company, the company has no direct customers, suppliers or employees.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the period is 40,000kWh or lower.
Matters covered in the Strategic Report
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As permitted under s414C(11) of the Companies Act 2006, the director has included information in the Strategic Report that otherwise would be required under s416(4) to be disclosed in the Director's Report, including information in respect of principal activity, financial risks and policies and future developments.
There have been no material events after the end of the reporting period that require disclosure or adjustment to the financial statements.
Disclosure of information to auditor
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The director confirms that:
∙so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
∙the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor, Grant Thornton UK LLP, will 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS (WALES) LIMITED
We have audited the financial statements of Catalent CTS (Wales) Limited (the 'company') for the 18-month period ended 31 December 2025, which comprise the Income Statement, the Balance Sheet, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (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 result 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.
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.
Conclusions relating to going concern
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We are responsible for concluding on the appropriateness of the director' 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.
In our evaluation of the director's conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as inflationary pressures, we assessed and challenged the reasonableness of estimates made by the director and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS (WALES) LIMITED (CONTINUED)
Conclusions relating to going concern (continued)
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Strategic and Director's Report, other than the financial statements and our Auditor's Report thereon. The director is responsible for the other information contained within the Strategic and Director's 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
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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 period 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS (WALES) LIMITED (CONTINUED)
Matter on which we are required to report under the Companies Act 2006
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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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of director
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As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS (WALES) LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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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 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 102 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; 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 102 in conformity with the requirements of the Companies Act 2006 and the application of the legal and regulatory requirements;
We have not identified any matters relating to non-compliance with laws and regulation or relating to fraud.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS (WALES) LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
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 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 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
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Glasgow
29 June 2026
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CATALENT CTS (WALES) LIMITED
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INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company has not traded during the 18-month accounting period or the preceding 12-month period. During these periods, the company received no income and incurred no expenditure and therefore made neither profit or loss.
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The notes on pages 13 to 17 form part of these financial statements.
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CATALENT CTS (WALES) LIMITED
REGISTERED NUMBER:03577928
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BALANCE SHEET
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 13 to 17 form part of these financial statements.
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CATALENT CTS (WALES) LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Capital contribution reserve
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On 9 August 2023 the company issued 3,930,634,000 ordinary shares of £0.01 each by way of capitalisation of the capital contribution reserve.
On 19 January 2024 the company reduced its share capital to £1.00 and the amount by which the share capital was reduced has been credited to retained earnings. See note 8 for further details.
The notes on pages 13 to 17 form part of these financial statements.
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CATALENT CTS (WALES) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Catalent CTS (Wales) Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 03577928, and its registered head office is located at Frankland Road, Blagrove, Swindon, England, SN5 8YG.
2.Accounting policies
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Basis of preparation of financial statements
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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 company’s functional and presentation currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.
The preparation of financial statements in compliance with FRS 102 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).
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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); and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
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.
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Exemption from preparing consolidated financial statements
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The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The Novo Holdings A/S financial statements will be filed alongside the financial statements of Catalent CTS UK Holding Limited at Companies House.
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CATALENT CTS (WALES) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. The company has not traded during the current 18-month period (prior year: 12 months) and has incurred no cash outflows. The company has no liabilities at the Balance Sheet date.
The director has assessed the company’s financial position and considers that it has adequate resources to continue in operational existence for the foreseeable future. The only matter considered as part of this assessment is the carrying value of the company’s investment. Based on his review, no indicators of impairment have been identified and no impairment provision is considered necessary.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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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
Investments in subsidiary companies (note 7)
The company is required to assess at each reporting date whether there are indicators that its investment may be impaired. This assessment involves significant judgement and includes consideration of both external and internal factors, such as the financial performance and position of the investee company, changes in market conditions, and any adverse changes in the economic or regulatory environment in which the investments operate.
Where indicators of impairment are identified, management would be required to estimate the recoverable amount of the investment. This would involve judgement in determining appropriate valuation methodologies, including assessing expected future cash flows and the selection of suitable discount rates.
For the 18-month period ended 31 December 2025, management performed an impairment indicator review of its investments, considering the latest available financial information and forecasts of the underlying entities. No indicators of impairment were identified, and therefore no detailed impairment assessment was required. Accordingly, the carrying value of investments at the Balance Sheet date is considered supportable.
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CATALENT CTS (WALES) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
Judgements
In the process of preparing the financial statements, no significant judgements were applied.
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During the period, the company obtained the following services from the company's auditor and its associates:
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Fees payable to the company's auditor and its associates for the audit of the company's financial statements
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Fees payable to the company's auditor and its associates in respect of:
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Fees in respect of audit and non-audit services of the company are borne by the subsidiary company Catalent CTS (Edinburgh) Limited.
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The company does not have any employees other than the director, and there were no employee costs in the 18-month period nor for the year ended 30 June 2024.
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The director did not receive any remuneration from the company. The director of the company received his remuneration from other group companies during the period. The director of the company is also director or officer of other companies within the Catalent, Inc. group. The director's services to the company do not occupy a significant amount of his time. As such the director does not consider that he has received any remuneration for his incidental service to the company for the 18-month period ended 31 December 2025 nor for the year ended 30 June 2024.
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CATALENT CTS (WALES) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the company:
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Catalent CTS (Edinburgh) Limited
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Frankland Road, Blagrove, Swindon, England, SN5 8YG
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Allotted, called up and fully paid
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3,930,634,200 (30 June 2024: 3,930,634,200)
Ordinary shares of £0.0000000003 each
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On 19 January 2024 the issued share capital of the company was reduced from £39,306,342 to £1 by cancelling and extinguishing £0.0099999997 on each issued fully paid-up ordinary share of £0.01 each and sub-dividing the nominal value of each ordinary share from £0.01 to £0.0000000003. The amount by which the share capital was reduced has been credited to retained earnings.
There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.
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CATALENT CTS (WALES) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company's reserves are as follows:
Retained earnings
Distributable reserve includes all current and prior period retained profits and losses.
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Related party transactions
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The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland, not to disclose related party transactions with wholly owned subsidiaries within the group.
All directors 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.
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There have been no material events after the end of the reporting period that require disclosure or adjustment to the financial statements.
Catalent CTS UK Holding Limited is the immediate parent company.
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. 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.
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