Caseware UK (AP4) 2023.0.135 2023.0.135 2024-04-302024-04-303truetrue2023-05-01false3truefalsefalse 14284836 c:ReportableOperatingSegment1 2023-05-01 2024-04-30 14284836 c:ReportableOperatingSegment1 2022-08-09 2023-04-30 14284836 d:Audited 2023-05-01 2024-04-30 14284836 d:CompanySecretary1 2023-05-01 2024-04-30 14284836 c:CurrentFinancialInstruments 2024-04-30 14284836 c:CurrentFinancialInstruments 2023-04-30 14284836 d:Director1 2023-05-01 2024-04-30 14284836 d:Director2 2023-05-01 2024-04-30 14284836 d:Director3 2023-05-01 2024-04-30 14284836 d:FRS102 2023-05-01 2024-04-30 14284836 d:FullAccounts 2023-05-01 2024-04-30 14284836 c:Non-currentFinancialInstruments 2024-04-30 14284836 c:Non-currentFinancialInstruments 2023-04-30 14284836 d:OrdinaryShareClass1 2023-05-01 2024-04-30 14284836 d:OrdinaryShareClass1 2024-04-30 14284836 d:OrdinaryShareClass1 2023-04-30 14284836 e:PoundSterling 2023-05-01 2024-04-30 14284836 d:PrivateLimitedCompanyLtd 2023-05-01 2024-04-30 14284836 d:RegisteredOffice 2023-05-01 2024-04-30 14284836 c:RetainedEarningsAccumulatedLosses 2023-05-01 2024-04-30 14284836 c:ShareCapital 2023-05-01 2024-04-30 14284836 c:ShareCapital 2024-04-30 14284836 c:ShareCapital 2022-08-09 2023-04-30 14284836 c:ShareCapital 2023-04-30 14284836 2023-05-01 2024-04-30 14284836 1 2023-05-01 2024-04-30 14284836 2 2023-05-01 2024-04-30 14284836 2024-04-30 14284836 c:CurrentFinancialInstruments c:WithinOneYear 2024-04-30 14284836 c:CurrentFinancialInstruments c:WithinOneYear 2023-04-30 14284836 c:Non-currentFinancialInstruments c:AfterOneYear 2024-04-30 14284836 c:Non-currentFinancialInstruments c:AfterOneYear 2023-04-30 14284836 2022-08-09 2023-04-30 14284836 2023-04-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 14284836










UNCAPPED FINANCE III LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024

 
UNCAPPED FINANCE III LTD
 
 
COMPANY INFORMATION


Directors
A Sternberg 
CSC Directors (No.1) Limited 
CSC Directors (No.2) Limited 




Company secretary
CSC Corporate Services (UK) Limited



Registered number
14284836



Registered office
10th Floor
5 Churchill Place

London

E14 5HU




Independent auditor
MHA
Statutory Auditor

6th Floor

2 London Wall Place

London

EC2Y 5AU





 
UNCAPPED FINANCE III LTD
 

CONTENTS



Page(s)
Directors' Report
1 - 3
Independent Auditor's Report
4 - 7
Statement of Comprehensive Income
8
Statement of Financial Position
9 - 10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 21


 
UNCAPPED FINANCE III LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024

The financial statements are for the year ended 30 April 2024. The figures for 2023 are for the 9 month period ended 30 April 2023 and are therefore not entirely comparable.
 
Directors' responsibilities statement

The directors are responsible for preparing 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 year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The company is a special purpose company acting as a funding intermediary for the Uncapped Group of Companies. This information on the Group including the consolidated financial statements of the parent, Uncapped Ltd, as at 30 April 2024 and may be obtained from Companies House. 
The company has entered into a funding arrangement with a Funding Facility Provider. The proceeds from this funding arrangements are used to acquire a portflio of loans assets issued by Uncapped Finance Limited.
The loans acquired by the company have not been recognised in the balance sheet of the coampany since these have not met the de-recognition criteria in the financial statements of Uncapped Finance Limited. The amount paid by the company to acquire the loan portfolio is therefore classified as a deemed loan to Uncapped Finance Limited in the financial statements of the company.

Results and dividends

The profit for the year, after taxation, amounted to £NIL (2023 - £Nil).

The company did not declare any dividends during the year (2023 - £Nil).

Page 1

 
UNCAPPED FINANCE III LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024


Directors

The directors who served during the year were:

A Sternberg 
CSC Directors (No.1) Limited 
CSC Directors (No.2) Limited 

Principal and financial risk management

The principal risk arising from the Company’s financial instruments are reviewed below.
Credit Risk
Credit risk reflects the risk that the underlying borrows or other transaction parties will not meet their obligations as they fall due.
The Company seeks to manage these risks by employing a range of credit assessment checks on all applicants together with ongoing reviews and the assessment of credit performance of the loans.
Liquidity Risk
Liquidity risk reflects the risk that the Company may encounter difficulty in meeting its obligations associated with its financial liabilities. The purchase of the loans is financed by drawings under the Funding facility and the subordinated loan. The repayment terms of the Funding Facilities substantially reduces the Company’s liquidity risk by matching the payment profile of the company’s funding to the payment profile of its Loans.
Interest rate risk
Interest rate risk exists where interest rates on assets and liabilities are either set according to different bases or reset at different times.
The Company is exposed to interest rate risk because a portion of the Company's Funding Facilities are variable rate. There is a risk that a continued increase in the base rates could reduce the profitability of the Company, the risk is borne by Uncapped Ltd via the deferred consideration and the subordinated funding mechanisms. The Company would not initially increase interest rates on the Loans and absorb any increases in costs. However, should the impact become materiality to the Company over time, then a rate rise could be passed onto customers.

Going concern review

The directors have assessed the Company’s ability to continue as a going concern, taking into account the ongoing negotiations to renew its funding facility, which is due to expire in May 2025. As the Company serves as a special purpose vehicle (SPV) for the Uncapped Group, the renewal of this facility is critical to its ability to continue facilitating funding for the Uncapped Group.
The Uncapped Group’s Parent Company has committed to supporting the Company; however, this support remains contingent on the successful renewal of the funding facility. Whilst the directors remain confident in securing the renewal, the outcome is partially outside their control. As such, a material uncertainty exists that may cast doubt on the Company’s ability to continue as a going concern.
In the event that the funding facility is not renewed, the Company will cease originating new funding and will instead operate solely to collect its receivables. Despite this uncertainty, after considering all relevant factors, the directors believe that preparing the financial statements on a going concern basis remains appropriate.

Page 2

 
UNCAPPED FINANCE III LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

Directors' indemnity insurance

Directors' liability and indemnity insurance was in force throughout the period to cover the directors and officers of the company against actions brought against them in their personal capacities. Cover is not provided where the individual has acted fraudulently or dishonestly. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditor

The auditorsMHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

The Company has taken advantage of the disclosure exemption from the requirements of Statement of Cash Flows in accordance with FRS 102.
The Company has taken advantage of the small companies' exemption in preparing the Strategic Report in accordance with the small companies regime.

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





Oreoluwa Salu per pro CSC Directors (No.1) Limited, as Director
Director

Date: 5 February 2025

Page 3

 
UNCAPPED FINANCE III LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED FINANCE III LTD
 

Opinion


We have audited the financial statements of Uncapped Finance III Ltd (the ‘Company’) for the year ended 30 April 2024 which comprise of the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the notes to the financial statements, including 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 30 April 2024 and of the Company’s income for the year then ended;
have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and
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 ethical responsibilities in accordance with those 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 2.3 in the financial statements which describes the Uncapped Group’s ongoing negotiations to renew its funding facility that is set to expire in May 2025, which is less than 12 months from the date of approval of these financial statements. The Company acts as a funding intermediary in respect of the funding facility, as such it is integral to the Company’s purpose as a special purpose vehicle for the Uncapped Group.  


The outcome of the negotiations is, in part, outside the control of the directors of the Company and the directors of Uncapped Group. This indicates that a material uncertainty exists that may cast significant doubt upon 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. 
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
UNCAPPED FINANCE III LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED FINANCE III LTD (CONTINUED)


Other information


The other information comprises the information included in the Directors’ Report and Financial Statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.   


We have nothing to report in this regard.


Opinion 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 Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and 
the Directors’ Report have been prepared in accordance with applicable legal requirements. 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 by 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Director’s Report and from the requirement to prepare a Strategic Report.


Page 5

 
UNCAPPED FINANCE III LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED FINANCE III LTD (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors’ responsibilities statement, 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.  


Auditors' 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Obtaining an understanding of the legal and regulatory framework that the Company operates in;
Reviewing key correspondence with regulatory authorities, as applicable;
Enquiry of management to identify any instances of non-compliance with laws and regulations;
Enquiry of management around actual and potential litigation claims;
Enquiry of management to identify any instances of known or suspected instances of fraud; and
Discussing with the engagement team how and where fraud might occur.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 6

 
UNCAPPED FINANCE III LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNCAPPED FINANCE III LTD (CONTINUED)


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. 





Rakesh Shaunak FCA, CTA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
London, United Kingdom

5 February 2025
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (Registered number OC312313).
Page 7

 
UNCAPPED FINANCE III LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
Note
£
£

  

Interest receivable
 5 
6,740,232
2,365,156

Interest expense
6
(5,756,342)
(1,012,826)

Net interest income
  
983,890
1,352,330

Administrative expenses
 7
(983,890)
(1,352,330)

Operating profit
  
-
-

Taxation
 10 
-
-

Profit for the financial year
  
-
-

There was no other comprehensive income for 2024 (2023£NIL). All amounts relate to continuing operations.

The notes on pages 12 to 21 form part of these financial statements.

Page 8

 
UNCAPPED FINANCE III LTD
REGISTERED NUMBER: 14284836

STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Non-current assets
  

Deemed loan to Uncapped Ltd due after more than one year
 11 
-
599,932

  
-
599,932

Current assets
  

Deemed loan to Uncapped Ltd due within one year
 11 
55,392,813
11,676,243

Other debtors
 11 
1
96,985

Cash and cash equivalents
 12 
9,954,917
2,826,746

  
65,347,731
14,599,974

Creditors: amounts falling due within one year
 13 
(65,347,730)
(14,463,339)

Net current assets
  
 
 
1
 
 
136,635

Total assets less current liabilities
  
1
736,567

Creditors: amounts falling due after more than one year
 14 
-
(736,566)

  

Net assets
  
1
1


Capital and reserves
  

Called up share capital 
 15 
1
1

Total equity
  
1
1


Page 9

 
UNCAPPED FINANCE III LTD
REGISTERED NUMBER: 14284836
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 APRIL 2024


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




Oreoluwa Salu per pro CSC Directors (No.1) Limited, as Director
Director

Date: 5 February 2025

The notes on pages 12 to 21 form part of these financial statements.

Page 10

 
UNCAPPED FINANCE III LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024


Called up share capital
Total equity

£
£


Other comprehensive income for the period
-
-


Contributions by and distributions to owners

Shares issued during the period
1
1


Total transactions with owners
1
1



At 1 May 2023
1
1
Total comprehensive income for the year
-
-


At 30 April 2024
1
1


The notes on pages 12 to 21 form part of these financial statements.

Page 11

 
UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

Uncapped Finance III Ltd a private company limited by shares, incorporated in England and Wales, registration number is 14284836. The registered office is 10th Floor, 5 Churchill Place, London, E14 5HU, United Kingdom.

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 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 functional and presentational currency is GBP and the financial statements are rounded to the nearest £1.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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).

This information is included in the consolidated financial statements of Uncapped Ltd as at 30 April 2024 and these financial statements may be obtained from Companies House.

 
2.3

Going concern

The Uncapped Group is currently in negotiations to renew its funding facility, which is set to expire in May 2025, less than 12 months from the date of approval of these financial statements. The Company, acting as a special purpose vehicle (SPV) for the Uncapped Group, serves as a funding intermediary, making the renewal of this facility critical to its ongoing operations.
The outcome of the renewal negotiations is, in part, outside the control of both the Company’s directors. This creates a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The Uncapped Group’s Parent Company has committed to supporting the Company and ensuring its continued role as the Uncapped Group’s financing intermediary. However, if the SPV is unable to secure renewal of the funding facility, it will cease originating new funding and exist solely to collect its receivables.
Despite this uncertainty, after considering all relevant factors, the directors believe that preparing the financial statements on a going concern basis remains appropriate.

Page 12

 
UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.4

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.

 
2.5

Interest income and expense

Interest income and expense are recognised within ‘interest receivable and similar income’ and ‘interest payable and similar expenses’ in Statement of Comprehensive Income. Accrued interest income and accrued interest expense are recognised in other debtors and creditors on the Statement of Financial Position.
The Company accounts for interest income and interest expense on an effective interest rate basis. The effective interest method is a method of calculating the amortised cost of a financial asset or liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Company estimates cashflows considering all contractual terms of the financial instrument but does not consider future credit losses.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

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.

Page 13

 
UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

  
2.10

Funding facility

Borrowings under the funding facility are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. 
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. 

  
2.11

Deemed loan

For the receivables bought by the company from Uncapped Ltd, under the Group's funding arrangements, the threshold for recognition is not considered to have been met as the seller has retained significant risk and rewards of ownership in the form of the subordinated loan and the entitlement to deferred consideration. 
The company's financial statements are therefore prepared on the basis that its purchase of the beneficial interest in the loans is recognised as a collateralised non-recourse loan to Uncapped Ltd. 
The deemed loan was initially recognised at the amount corresponding to the consideration paid by the Company in respect of the purchase of the pool of loans, net of the funding facility, known as the subordinated loan. 
The deemed loan is subsequently adjusted for the principal receipts from the underlying loans which represent repayments of the deemed loan and other payments between the company and Uncapped that arise as a direct result of the funding arrangement. 
The subordinated loan is incorporated with the deemed loan as, although it has separate legal form, it was entered into at the same time and in contemplation of the sale of the loans, relates to the same risk and there is no apparent economic need or substantive business purpose for structuring the transaction separately that could not have been accomplished as a single transaction 
The interest income on the deemed loan represents the amount of interest receivable and fees on the underlying receivables that the Company is entitled to retain either as a retained profit or in order to settle its obligations to third parties.       
The Group regularly reviews the underlying loans to determine the need for loan impairment provisions. The Group uses objective factors such as the time since a customer's last payment or other indicators to consider whether a loan is impaired. The Company uses this, alongside a capital adequacy assessment of Uncapped Ltd, and it's ability to cover any impairment losses through the subordinated loan and Funding Facility mechanism.

Page 14

 
UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.12

Financial instruments

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 Statement of Financial Position 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 with the operating cycle fall into this category of financial instruments.

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.

Page 15

 
UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The estimates an associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying values of assets and liabilities that are not readily apparent for other sources. The estimates and underlying assumptions are reviewed on an ongoing basis.

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UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

4.


Financial risk management

Credit Risk
Credit risk reflects the risk that the underlying borrows or other transaction parties will not meet their obligations as they fall due.
The Group seeks to manage these risks by employing a range of credit assessment checks on all applicants together with ongoing reviews and the assessment of credit performance of the loans.
Liquidity Risk
Liquidity risk reflects the risk that the Company may encounter difficulty in meeting its obligations associated with its financial liabilities. The purchase of the loans is financed by drawings under the Funding facility and the subordinated loan. The repayment terms of the Funding Facilities substantially reduces the Company’s liquidity risk by matching the payment profile of the company’s funding to the payment profile of its Loans.
Interest rate risk
Interest rate risk exists where interest rates on assets and liabilities are either set according to different bases or reset at different times.
The Company is exposed to interest rate risk because a portion of the Company's Funding Facilities are at a variable rate. There is a risk that a continued increase in the base rates could reduce the profitability of the Group, the risk is borne by Uncapped Ltd via the deferred consideration and the subordinated funding mechanisms. The Group would not initially increase interest rates on the Loans and absorb any increases in costs. However, should the impact become materiality to the Group over time, then a rate rise could be passed onto customers. 


5.


Interest receivable

2024
2023
£
£

Deemed Loan interest receivable
6,740,232
2,365,156



6.


Interest expense

2024
2023
£
£






Interest expense on funding facility
5,756,342
1,012,826

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UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

7.


Administrative expenses

The administrative expenses inculde the following:


2024
2023
£
£



Amounts recharged from Uncapped Ltd
983,890
1,352,330


8.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
52,500
50,000


The auditors remuneration was recharged to Uncapped Ltd during the year.





9.


Employees

The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Directors
3
3

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UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

10.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Taxation
-
-

Factors affecting tax charge for the year/period

There were no factors that affected the tax charge for the year/period which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 25% (2023 - 19.50%).



11.


Debtors

2024
2023
£
£

Due after more than one year

Deemed loan to Uncapped Ltd
-
599,932


2024
2023
£
£

Due within one year

Deemed loan to Uncapped Ltd
55,392,813
11,676,243

Cash in transit
1
96,985

55,392,814
11,773,228


The Directors have considered the maturity profile of the underlying loans, and concluded that the deemed loan is recoverable within 12 months. The deemed loan is therefore classified as a current asset.

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UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

12.


Cash and cash equivalents

2024
2023
£
£

Cash at bank
9,954,917
2,826,746


The cash at bank is restricted for specific use in accordance with contractual agreements. 


13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Funding facility
64,963,506
14,380,666

Accruals and deferred income
384,224
82,673

65,347,730
14,463,339



14.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Funding facility
-
736,566


The funding facility had a maturity date of 30 November 2024. In November 2023, an extension was signed for the facility to mature at 30 May 2025.
The facility is secured against the underlying assets held within the group. Uncapped Ltd retain exposure for the performance of the loans, however the facility is structured to align cash flows of the underlying assets with the repayments of the facility.


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1



16.


Reserves

Profit and loss account

The profit and loss account represents the accumulation of profits and losses incurred since incorporation.

Page 20

 
UNCAPPED FINANCE III LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

17.


Related party transactions

During the year, Uncapped Ltd received £43,116,637 (2023: £12,176,175) from Uncapped Finance III Ltd. As at 30 April 2024, an amount owed of £55,392,813 (2023: £12,276,175) from Uncapped Ltd, the associate parent entity. This amount are unsecured, interest free, have no fixed date of repayment and are repayable on demand.  


18.


Post balance sheet events

There have been no post balance sheet events since the Statement of Financial Position date which require disclosure in these financial statements. 


19.


Parent entity and controlling party

CSC Corporate Services (UK) Limited is the parent entity, registered in England and Wales with the registered number 10831084, with a registered office of 10th Floor, 5 Churchill Place, London, E14 5HU, United Kingdom.
The smallest and the largest group in which the Company is consolidated is Uncapped Ltd, registered in England and Wales with the registered number 12258266, with a registered office of International House, 36-38 Cornhill, London, EC3V 3NG. Financial statements are available from the Registrar of Companies, Companies House, Cardiff, CF14 3UZ.
Uncapped Ltd is considered to exert control over the activities of Uncapped Finance III Ltd.
Page 21