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Registered number: 08338521
CATALENT CTS UK HOLDING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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CATALENT CTS UK HOLDING LIMITED
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CATALENT CTS UK HOLDING LIMITED
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CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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CATALENT CTS UK HOLDING LIMITED
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STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their 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 principal activity of the company in the period under review was that of investment holding company.
Business review and key performance indicators ("KPI")
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Due to the company’s status as a non-trading holding entity, there have been no business developments during the financial period to report. The company’s activities are limited to holding investments and, as such, it does not engage in operational or revenue-generating activities. Consequently, in accordance with UK GAAP (FRS 102), management has determined that there are no relevant company-specific financial or non-financial key performance indicators to disclose, as such metrics are not considered meaningful for assessing the performance or position of a holding company of this nature.
Whilst not directly impacting the company in its capacity as a holding company, management have considered the ongoing situation in the Middle East and the impact of Tariffs being applied by the US and any resulting response by other countries on the demand for its subsidiaries’ products when assessing whether an impairment of the investments might be necessary.
Catalent, Inc., the intermediate parent company, was acquired by Novo Nordisk Fonden in an all-cash transaction on the 18th of December 2024. This transaction has had no effect on the future developments of the company, nor is this expected to change in the future.
The loss for the period ended 31 December 2025 for the company, after taxation, amounted to £19,785,352 (year ended 30 June 2024: £10,633,645). The directors do not recommend a dividend for the period. (year ended 30 June 2024: £Nil).
The company's key financial and other performance indicators during the period were as follows:
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18-month period ended
31 December
2025
£000
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Year ended
30 June
2024
£000
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Loss for the financial year was £19,785,352 (year ended 30 June 2024: £10,633,645) this increased due to a 5.5% increase in the interest rate from last year.
The business intends to remain as an investment holding company. This is unlikely to change.
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CATALENT CTS UK HOLDING LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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Legislative/regulatory risks
Currently the company's subsidiaries are regulated by various national regulatory bodies, with the main one being MHRA (Medicines & Healthcare products Regulatory Agency) in the UK. Regulatory changes may raise risks as to the company's abilities to service these markets, either impacting its capabilities or impacting it indirectly through changes to customers' product requirements. The subsidiaries are upgrading their capabilities and systems continuously to ensure they meet all current and reasonably foreseen regulatory changes.
Macro-economic risks
Through the normal course of its activities, the company has exposure to economics risks specifically interest rates and foreign exchange rate fluctuations. The company borrowings are with group entities where it pays a variable interest rate. Due to the global nature of the borrowings the company is exposed to exchange rate variations, mainly for its Euro denominated loan principal and interest. There are no currency hedges or other financial instruments in place at company level to protect against exchange rate variations. Such risks are managed by the company's treasury function at corporate level. In addition, 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.
Introduction
The directors, in line with their duties under section 172 (“s172”) of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long-term. Key decisions and matters that are of strategic importance to the company are appropriately informed by s172 factors.
Board training and support on 172 duties
Directors are supported in the discharge of their duties by the office of the company secretary. All directors receive guidance on their statutory duties including s172 and were briefed on the governance and reporting requirements introduced by the Companies (Miscellaneous Reporting) Regulations 2018.
Stakeholders
The company Board’s responsibility to promote the long-term success of the company, relies on inputs from, and positive relationships with, a wide range of stakeholders.
Employees
The company's policy is to consult and discuss with employees matters likely to affect employee's interests. Information on matters of concern to employees is given through employee daily, monthly and quarterly meetings and involves all levels of staff. These meetings seek to achieve a common awareness of the financial and economic factors affecting the company's performance. Our vision is to speed the process to better health for patients globally by providing the most reliable, sought after clinical supply services and solutions for the company.
We continue to build strong values based on Patient First, Customer Dedication, People, and Service.
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CATALENT CTS UK HOLDING LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Section 172 statement (continued)
During the period we have engaged with our employees in the following ways:
∙Monthly Town Hall meetings to update the employees.
∙Quarterly Global Town Hall meetings
∙Employee engagement surveys.
∙Promoting Disability and Inclusion through employee resource groups.
∙Health & Safety Committee.
Customers
One of Catalent’s main values is Patient First. Patient First is knowing and following the procedures, taking the time to do it right the first time, asking when you’re not sure what to do, advising and correcting others if needed, questioning when things don’t appear to be right, thinking about the impact your actions and decision will on the patient’s and clients. Catalent’s directors are actively involved with customers ensuring that they receive the best care and make a difference to clients and patients’ lives.
Local Communities
Catalent directors recognise the importance to supporting the communities in which we operate. We also see the opportunity for employee career and personal growth through community involvement. We have STEM Ambassadors who attend local schools career events and support learning interview practice and guidance to young people. We also host regular charity events such as coffee morning and raise funds or donate to charities e.g. local food bank or Cancer charities.
Suppliers
Catalent has a number of large international suppliers who are critical to our Supply Chain, in addition we have local relationships with a number of businesses. We monitor our supplier payment practices in line with the UK Payment Practices Act. We also report regulatory bi-annual information regarding out payment practices and performance relating to businesses within the UK, for the Department for Business, Energy and Industrial Strategy.
Other Stakeholders
Additional details on the group Board approach to stakeholder engagement, which applies to the company and all group companies, can be found within the group Annual Report and on the Corporate Social Responsibility and Corporate Governance sections of our public website.
Principal Decisions
When making decisions, the directors have regard to the longer-term impact of such decisions and any possible impact on all stakeholders.
This report was approved by the board and signed on its behalf.
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CATALENT CTS UK HOLDING LIMITED
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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.
The loss for the period, after taxation, amounted to £19,785,352 (year ended 30 June 2024: £10,633,645).
The directors did not recommend the payment of dividends in the period (year ended 30 June 2024: £Nil).
The directors who served during the period, and up to the date of signing this report, were:
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C Dick (appointed 22 August 2025)
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A Rispoli (resigned 22 August 2025)
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Directors' responsibilities statement
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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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). 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;
∙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 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
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The company has granted an indemnity to one or more of its directors 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 Report of the Directors.
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CATALENT CTS UK HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company's business activities, together with the factors likely to affect its future development and position, are set out in the Strategic and Directors Report.
The directors have reviewed the going concern of the legal entity. The company has limited activity and has limited cash flows outside of the Catalent Inc ("Catalent") group and is therefore reliant on the support of Catalent, Inc. to satisfy the going concern assumption.
To assess the company's ability to continue as a going concern, a thorough review was conducted of the company's financial position. The parent company has provided a letter of support, however given the company's limited outflows, this support may not be necessary This assessment ensures that the business can operate without significant uncertainty and comply with its obligations in the foreseeable future.
As a result, the directors conclude that the adoption of the going concern basis of accounting remains appropriate in preparing the company financial statements.
Engagement with suppliers, customers and others
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Details of engagement with suppliers, customers and others is included within the Section 172 statement.
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 Directors' Report, including information in respect of principal activity, financial risks and policies, engagement with suppliers, customers and others 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 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.
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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CATALENT CTS UK HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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 UK HOLDING LIMITED
We have audited the financial statements of Catalent CTS UK Holding Limited (the 'company') for the 18 month period ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the 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 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.
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 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.
In our evaluation of the directors' 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 directors 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 UK HOLDING LIMITED (CONTINUED)
Conclusions relating to going concern (continued)
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Strategic and Directors' Report, other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Strategic and Directors' 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS UK HOLDING 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 Directors' 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
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As explained more fully in the Directors' Responsibilities Statement 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS UK HOLDING 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 understood how the company complies with these legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated these enquiries through our review of board minutes and relevant correspondence.
∙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 also communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance throughout the audit.
∙In assessing the susceptibility of the company’s financial statements to material misstatement, including the risk of fraud and management override of controls, we considered:
−the company’s operations, including the nature of its objectives and strategies;
−the applicable statutory provisions; and
−the company’s control environment, including policies and procedures implemented to comply with relevant laws and regulations.
We assessed the principal risks as relating to:
−journal entries, particularly manual journals and those indicating large or unusual transactions; and
−potential management bias in accounting estimates.
Our audit procedures in response to these risks included:
−identifying and assessing the design effectiveness of controls implemented by management to prevent and detect fraud;
−testing journal entries, with a focus on manual journals and those with unusual account combinations or posting patterns;
−challenging assumptions and judgements made by management in significant accounting estimates; and
−assessing compliance with relevant laws and regulations in relation to financial statement items.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CATALENT CTS UK HOLDING LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
In accordance with ISA (UK) 240, we incorporated an element of unpredictability in the audit procedures performed.
∙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; and
∙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 experience with audits of a similar nature and complexity, understanding of the industry in which the Company operates, and knowledge of the applicable financial reporting and legal framework.
We have not identified any matters relating to non-compliance with laws and regulation 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 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 UK HOLDING LIMITED
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Interest payable and similar expenses
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Loss on ordinary activities before taxation
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Tax charge on ordinary activities
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Loss for the financial period
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2025 (2024: £Nil).
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The notes on pages 15 to 24 form part of these financial statements.
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CATALENT CTS UK HOLDING LIMITED
REGISTERED NUMBER:08338521
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BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital contribution reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 24 form part of these financial statements.
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CATALENT CTS UK HOLDING 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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Comprehensive loss for the year
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Comprehensive loss for the period
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The notes on pages 15 to 24 form part of these financial statements.
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Catalent CTS UK Holding Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 08338521, 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 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).
The following principal accounting policies have been applied:
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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);
∙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.
The company's business activities, together with the factors likely to affect its future development and position, are set out in the Strategic and Directors Report.
The directors have reviewed the going concern of the legal entity. The company has limited activity and has limited cash flows outside of the Catalent Inc ("Catalent") group and is therefore reliant on the support of Catalent, Inc. to satisfy the going concern assumption.
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Going concern (continued)
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To assess the company's ability to continue as a going concern, a thorough review was conducted of the company's financial position. The parent company has provided a letter of support, however given the company's limited outflows, this support may not be necessary. This assessment ensures that the business can operate without significant uncertainty and comply with its obligations in the foreseeable future.
As a result, the directors conclude that the adoption of the going concern basis of accounting remains appropriate in preparing the company financial statements.
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Foreign currency translation
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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.
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'.
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.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 balance sheet 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 balance sheet 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 balance sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's Balance Sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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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
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities as at the balance sheet date and the amounts reported for income and expenses during the year. These estimates will, by definition, seldom equal the related actual results particularly given changes in economic conditions and the level of uncertainty regarding their duration and severity.
Investment in subsidiary companies (note 9)
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.
Judgements
In the process of preparing the financial statements, no significant judgements were applied.
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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During the period, the company obtained the following services from the company's auditor:
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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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Taxation compliance services
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Fees in respect of the audit of the company are borne by the indirect subsidiary company Catalent CTS (Edinburgh) Limited.
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There were no staff costs for the period ended 31 December 2025 nor for the year ended 30 June 2024.
The directors of the company are also directors or officers of other companies within the Catalent, Inc. group from where they received remuneration for the services rendered. The directors' services to the company do not occupy a significant amount of their time. As such the directors do not consider that they have received any remuneration for their incidental services to the company for the period ended 31 December 2025 (year ended 30 June 2024: £Nil).
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Interest payable and similar expenses
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Bank overdraft interest payable
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Interest payable to group undertakings
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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There was no tax charge in either the 18-month period ended 31 December 2025 or the year ended 30 June 2024.
Factors affecting tax charge for the period/year
The tax assessed for the period is higher than (year ended 30 June 2024: higher than) the standard rate of corporation tax in the UK of 25% (year ended 30 June 2024: 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (year ended 30 June 2024: 25%)
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Movement in deferred tax not recognised
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Total tax charge for the period/year
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Factors that may affect future tax charges
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Deferred tax balances have been measured at 25%, being the enacted UK corporation tax rate applicable to future periods at the balance sheet date.
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CATALENT CTS UK HOLDING 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 were subsidiary undertakings of the company:
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Catalent CTS (Wales) Limited
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Frankland Road, Blagrove, Swindon, England, SN5 8YG
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Catalent CTS (Edinburgh) Limited*
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Frankland Road, Blagrove, Swindon, England, SN5 8YG
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are non-interest bearing, unsecured and repayable on demand.
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CATALENT CTS UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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The bank overdraft is a result of a corporate treasury cash pooling initiative, centralising all cash surplus and deficit positions of all the Catalent, Inc. subsidiaries removing the need of intercompany loans.
Amounts owed to group undertakings were interest free, unsecured and repayable on demand.
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Creditors: amounts falling due after more than one year
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Loans from group undertakings
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Interest free unsecured loan of £44,500,000 repayable on 31 December 2033
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6.2% unsecured loan of £133,500,000
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Amounts owed to group undertakings
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On 15 June 2023, the 6.2% unsecured loan of £133.5m was extended to 30 June 2027.
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Allotted, called up and fully paid
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200 (2024: 200) Ordinary shares of £0.01 each
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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 UK HOLDING LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Capital contribution reserve
A non-distributable capital contribution reserve of £14,867,842, as a result of forgiving a loan, and £33,481,708 as a result of lower than market rate interest is included within other reserves.
Profit and loss account
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 Pharma Solutions, Inc. 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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