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Registration number: 11877547

eCapital Commercial Finance Holdings UK Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2024

 

eCapital Commercial Finance Holdings UK Limited

Contents

Company Information

1

Strategic Report

2 to 5

Directors' Report

6 to 7

Independent Auditor's Report

8 to 11

Consolidated Profit and Loss Account

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Financial Statements

17 to 31

 

eCapital Commercial Finance Holdings UK Limited

Company Information

Directors

J S McDonald

Peter Dahill

Company secretary

Speafi Secretarial Limited

Registered office

1 London Street
Reading
Berkshire
RG1 4PN

Auditors

Xeinadin Audit Limited
Chartered Accountants
Statutory AuditorsLeavesden Park
5 Hercules Way
Watford
Hertfordshire
WD25 7GS

 

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the group is to provide a wide range of invoice finance services to small and medium size businesses.

Fair review of the business

The business has provided value-driven, dependable, and flexible financial solutions to SMEs for 24 years, differentiating our service and product suite through a commitment to a geographical and traditional relationship model. This approach enables us to remain close to our customers in everything we do.

We service over 1800 business clients from five regional businesses, providing funding of over £190m and employing a team of around 200 people.

The Directors are pleased to report a further strengthening of our business, with another successful year for the group. This demonstrates strong growth across all five operating offices in the UK, marking 13 consecutive years of strong organic growth exceeding the market average. We have continued to increase our client base, growing both our revenues and profits, enabling us to strengthen the operational proposition, resilience, and systems. which has seen revenue grow to £49m (12%). We continue to rank high in the intermediatory index, indicating that we are delivering strong outcomes for our introducers through a strong service ethos and client retention.

In October, we acquired 100% of the issued share capital of Optimum SME Finance Limited, a competitor business based in Bristol. The business not only provides scale but further develops our regional strategy in the Southwest and Wales. The strong management team brings exciting innovation to the group, introducing new product and service automation that will accelerate the change in our core technological platforms.

Group mission

We continue in our ambition to be a leading independent provider of working capital solutions to small-to-medium size businesses. The group mission is to “build a great company with great people and great results”, balancing the values and opportunity of the business to our clients and our team.

Our purpose is to address the funding needs in the SME market by helping our clients develop and grow their businesses through cost-effective, flexible, and dynamic working capital products that support their cash flow requirements, combined with first-class credit management services. In doing so we will differentiate ourselves by developing our unique combination of resources to be one of the most successful and respected companies in the independent sector of our industry.

We continue to build on our unique geographical and entrepreneurial operating model, which enables our teams to remain close to our clients in both service and risk management. We differentiate ourselves through our people and our relationships with both clients and intermediaries. We continue to invest in best-in-class technology-led service solutions.

Within the year, we announced our new local charity initiative, with each Regional Office nominating a Charity for which they will raise funds through sponsored events. This is match funded by eCapital. Throughout the year, the group raised £35,482 for our chosen charities.
 

 

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2024

Outlook

The Board remains confident in its outlook for the year ahead and over the next three years as we deliver our 3-year plan. We continue to invest in our operating model and a culture that drives and supports exceptional results and commitment from the team.

We are supported by our parent company, eCapital Finance Corp, a North American specialty finance provider with over £3 billion under management. This enables our businesses not only to leverage the corporate infrastructure but also to invest in cutting-edge technologies that will advance the product for the market and our clients.

Our business model and portfolios have remained robust over the past few challenging trading years, with revenues remaining strong and client and staff retention rates positive. The prevailing economic conditions remain uncertain, and we anticipate a difficult trading environment in 2025. However, our products are successful in a fluctuating economy and are robust through any cyclical downturns. We remain confident in our ability to grow and capitalize on the opportunities that the coming year presents.

Our relationship with our funding syndicate remains strong, and we have sufficient resources to support growth.
 

Financial Key Performance Indicators

The group monitors a range of financial and non-financial Key Performance indicators (KPIs), reported on a periodic basis. The key measures include Revenue, EBITDA and PBT.

The Directors are satisfied with the performance of the group based on the selected financial indicators: -
 

Financial KPIs

Unit

2024

2023

Revenue

£m

49

44

EBITDA

£m

24

22

PBT

£m

11

10

Revenue has increased due to an increase in client numbers and deal sizes.

The position of the group at the year-end is set out in the accompanying Financial Statements and related notes to the Financial Statement.
 

 

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2024

Principal risks and uncertainties

Risk mitigation is a key part of the management of the Company, and the Company has a consistent process to identify, manage, and help mitigate exposure to issues that may have a negative impact on the business. Summarised below are some of the key risks that may affect the Company’s business.

The commercial finance sector is influenced by macroeconomic factors and business confidence, both in the UK and the global economy. These factors impact our client base and can lead to higher business costs, as well as supply chain and demand issues. Our products are secured by the client's receivables. Revenues are dependent on the success of our clients, and we closely monitor new and existing risks to ensure that appropriate mitigation is in place and that we meet the objectives of our clear strategic plan.

Currency risk
The group operates solely in the UK but has some clients with foreign currency receivables. The company, therefore, maintains foreign currency bank accounts in a number of denominations. The group does not currently hedge its foreign currency cash flows, and therefore, it is exposed to fluctuations in foreign exchange rates, but this is not a significant risk to the Company.

Credit Risk
The company has an appropriate sanctioned credit policy, which guides our approach to risk. eCapital manages credit risk in line with the credit policy and the Board's risk appetite, ensuring the correct level of oversight and governance. The portfolio is well-diversified, with a low concentration and a positive debt turn. All clients are tied into a detailed enabling contract in place to mitigate the company's exposure to credit risk.

Interest rate risk
The company uses financial instruments to facilitate onward lending which are subject to variable interest rates. The company minimises interest rate risk by passing on any increased rate costs to customers in accordance with their factoring agreement.

Competition risk
The market is mature, and as a result, we face competition from other companies and products within the invoice finance market. This can impact profitability and growth. eCapital is well-positioned, both in terms of reputation and competitiveness, through its strategic approach and provision of best-in-class product services to deliver on both new client acquisition and client retention programs. We continually reach out to the market, either directly or through interaction with introducers, clients, and other partners.

Liquidity risk
The risk of the company failing to meet its financial obligations when they become due. The company funds its clients through a back-to-back facility and its own reserves. The company minimises liquidity risk by constantly monitoring its funding availability and requirements.

Operational risk
The risk to the company of loss resulting from inadequate or failed internal processes, people, systems, or external events. The company minimises operational risk by ensuring internal processes are streamlined and efficient, investing in and training people, updating and maintaining IT systems and monitoring external events.

Cyber risk
The risk to a company from of damage through its information systems. The company mitigates this risk by multi-layers of protection software and training to all employees.

The group's policy for payment of creditors
The group pays all invoices in the month they are received unless the supplier offers fixed instalment settlement.

 

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2024

Environment

The company's policy about the environment is to ensure that we understand and effectively manage the
actual and potential environmental impact of our activities. Our operations are conducted in a manner that ensures compliance with all legal requirements and new ways of multi-functional working.
 

People

We remain committed to fostering an inclusive and dynamic culture within our teams and among our people. Our people strategy is defined in our core mission and is at the front of all we do. Our structure enables close teams and high engagement in the business while providing opportunities for good careers within the company and the wider group. This is further ensured by our participation in both our Clifton Strengths and Gallup Engagement Program, with scores in the upper quartile.

Approved and authorised by the Board on 25 April 2025 and signed on its behalf by:
 

.........................................
J S McDonald
Director

 

eCapital Commercial Finance Holdings UK Limited

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the for the year ended 31 December 2024.

Directors of the group

The directors who held office during the year were as follows:

J S McDonald

C Neely (ceased 21 August 2024)

Peter Dahill (appointed 16 October 2024)

Third Party Indemnities

The group has made qualifying third-party indemnity provisions for the benefit of the groups directors during the year, which remain in force as of the reporting date.

Results and dividends

The profit for the year, after taxation, amounted to £8,009,296 (2023: £7,658,522).

The group has paid £Nil (2023: £Nil) in dividends during the year and after the year end.
 

Political and charitable donations

The group did not make any political donations in the year (2023: £Nil).

Statement of directors' responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and 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.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director 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 directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

 

eCapital Commercial Finance Holdings UK Limited

Directors' Report for the Year Ended 31 December 2024

The auditors Xeinadin Audit Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 25 April 2025 and signed on its behalf by:
 

.........................................
J S McDonald
Director

 

eCapital Commercial Finance Holdings UK Limited

Independent Auditor's Report to the Members of eCapital Commercial Finance Holdings UK Limited

Opinion

We have audited the financial statements of eCapital Commercial Finance Holdings UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

have been properly prepared in accordance with United Kingdom 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 or a material misstatement of the other information. 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.

 

eCapital Commercial Finance Holdings UK Limited

Independent Auditor's Report to the Members of eCapital Commercial Finance Holdings UK Limited

Opinion on other matter prescribed by the Companies Act 2006

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

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

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities [set out on page 6], 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

eCapital Commercial Finance Holdings UK Limited

Independent Auditor's Report to the Members of eCapital Commercial Finance Holdings UK Limited

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HMRC, relevant regulators, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

 

eCapital Commercial Finance Holdings UK Limited

Independent Auditor's Report to the Members of eCapital Commercial Finance Holdings UK Limited

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.

......................................
Philip Cole FCA (Senior Statutory Auditor)
For and on behalf of Xeinadin Audit Limited
Chartered Accountants
Statutory Auditors
Leavesden Park
5 Hercules Way
Watford
Hertfordshire
WD25 7GS

25 April 2025

 

eCapital Commercial Finance Holdings UK Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2024

Note

2024
£

2023
£

Turnover

3

48,781,177

43,525,017

Cost of sales

 

-

(20,299)

Gross profit

 

48,781,177

43,504,718

Administrative expenses

 

(25,982,687)

(22,264,891)

Operating profit

5

22,798,490

21,239,827

Other interest receivable and similar income

58,149

6,547

Interest payable and similar expenses

6

(11,781,414)

(10,906,204)

   

(11,723,265)

(10,899,657)

Profit before tax

 

11,075,225

10,340,170

Tax on profit

10

(3,065,929)

(2,681,648)

Profit for the financial year

 

8,009,296

7,658,522

Profit/(loss) attributable to:

 

Owners of the company

 

7,293,669

6,904,923

Minority interests

 

715,627

753,599

 

8,009,296

7,658,522

 

eCapital Commercial Finance Holdings UK Limited

(Registration number: 11877547)
Consolidated Balance Sheet as at 31 December 2024

Note

2024

2023

   

£

£

£

£

Fixed assets

   

 

Intangible assets

11

 

12,546,103

 

7,351,809

Tangible assets

12

 

190,259

 

151,756

   

12,736,362

 

7,503,565

Current assets

   

 

Debtors

14

181,682,740

 

153,500,260

 

Cash at bank and in hand

 

2,459,579

 

368,998

 

 

184,142,319

 

153,869,258

 

Creditors: Amounts falling due within one year

16

(147,285,627)

 

(119,803,742)

 

Net current assets

   

36,856,692

 

34,065,516

Total assets less current liabilities

   

49,593,054

 

41,569,081

Creditors: Amounts falling due after more than one year

16

 

(35,080,818)

 

(27,836,088)

Provisions for liabilities

 

(5,947)

 

-

Net assets

   

14,506,289

 

13,732,993

Capital and reserves

   

 

Called up share capital

18

1

 

1

 

Retained earnings

12,518,844

 

10,546,219

 

Equity attributable to owners of the company

 

12,518,845

 

10,546,220

 

Minority interests

 

1,987,444

 

3,186,773

 

Shareholders' funds

   

14,506,289

 

13,732,993

Approved and authorised by the Board on 25 April 2025 and signed on its behalf by:
 

.........................................
J S McDonald
Director

 

eCapital Commercial Finance Holdings UK Limited

(Registration number: 11877547)
Balance Sheet as at 31 December 2024

Note

2024

2023

   

£

£

£

£

Fixed assets

   

 

Investments

13

 

29,713,504

 

22,477,504

Current assets

   

 

Debtors

14

7,493,546

 

6,530,169

 

Cash at bank and in hand

 

5,990

 

-

 

 

7,499,536

 

6,530,169

 

Creditors: Amounts falling due within one year

16

(4,783,352)

 

(1,467,557)

 

Net current assets

   

2,716,184

 

5,062,612

Total assets less current liabilities

   

32,429,688

 

27,540,116

Creditors: Amounts falling due after more than one year

16

 

(35,080,818)

 

(27,836,085)

Net liabilities

   

(2,651,130)

 

(295,969)

Capital and reserves

   

 

Called up share capital

18

1

 

1

 

Retained earnings

(2,651,131)

 

(295,970)

 

Shareholders' deficit

   

(2,651,130)

 

(295,969)

The company made a loss after tax for the financial year of £2,355,161 (2023 - loss of £372,153).

Approved and authorised by the Board on 25 April 2025 and signed on its behalf by:
 

.........................................
J S McDonald
Director

 

eCapital Commercial Finance Holdings UK Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 January 2024

1

10,546,219

10,546,220

3,186,773

13,732,993

Profit for the year

-

7,293,669

7,293,669

715,627

8,009,296

Total comprehensive income

-

7,293,669

7,293,669

715,627

8,009,296

Acquisition of non-controlling interest

-

(5,321,044)

(5,321,044)

-

(5,321,044)

Decrease in ownership interests in subsidiaries that do not result in a loss of control

-

-

-

(1,914,956)

(1,914,956)

At 31 December 2024

1

12,518,844

12,518,845

1,987,444

14,506,289

Share capital
£

Retained earnings
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 January 2023

1

3,641,296

3,641,297

2,433,174

6,074,471

Profit for the year

-

6,904,923

6,904,923

753,599

7,658,522

Total comprehensive income

-

6,904,923

6,904,923

753,599

7,658,522

At 31 December 2023

1

10,546,219

10,546,220

3,186,773

13,732,993

 

eCapital Commercial Finance Holdings UK Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

8,009,296

7,658,522

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

1,238,492

1,127,738

Profit on disposal of tangible assets

4

-

(102,621)

Finance income

(58,149)

(6,547)

Finance costs

6

11,744,793

10,947,553

Income tax expense

10

3,065,929

2,681,648

 

24,000,361

22,306,293

Working capital adjustments

 

(Increase)/decrease in trade debtors

14

(39,827,792)

14,224,291

Increase/(decrease) in trade creditors

16

23,343,371

(12,526,209)

Cash generated from operations

 

7,515,940

24,004,375

Income taxes paid

10

(4,278,125)

(3,882,032)

Net cash flow from operating activities

 

3,237,815

20,122,343

Cash flows from investing activities

 

Interest received

58,149

23,702

Acquisitions of tangible assets

(103,772)

(89,469)

Proceeds from sale of tangible assets

 

-

416,922

Acquisition of intangible assets

11

(6,367,517)

(100,640)

Net cash flows from investing activities

 

(6,413,140)

250,515

Cash flows from financing activities

 

Interest paid

6

(11,744,793)

(10,974,103)

Payments for purchase of own shares

 

(7,236,000)

-

Proceeds from bank borrowing draw downs

 

25,248,661

-

Repayment of bank borrowing

 

(3,119,813)

(4,666,940)

Proceeds from other borrowing draw downs

 

1,717,192

-

Repayment of other borrowing

 

-

(5,000,000)

Net cash flows from financing activities

 

4,865,247

(20,641,043)

Net increase/(decrease) in cash and cash equivalents

 

1,689,922

(268,185)

Cash and cash equivalents at 1 January

 

368,998

599,765

Effect of exchange rate fluctuations on cash held

 

-

37,418

Cash and cash equivalents at 31 December

 

2,058,920

368,998

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 London Street
Reading
Berkshire
RG1 4PN
England

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The presentational currency of these accounts is pound sterling. The level of rounding is to the nearest one pound.

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
• the amount of revenue can be reliably measured;
• it is probable that future economic benefits will flow to the entity; and
• specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Tax

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

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

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold improvements

10 to 50 years straight line

Furniture, fittings and equipment

5 years straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments.
 Recognition and measurement
Basic financial instruments are recognised at amortised cost.
 

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

48,781,177

43,525,017

The analysis of the group's Turnover for the year by market is as follows:

2024
£

2023
£

UK

48,781,177

43,525,017

4

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2024
£

2023
£

Gain on disposal of tangible assets

-

102,621

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

5

Operating profit

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

65,269

67,857

Amortisation expense

1,173,223

1,059,881

Profit on disposal of property, plant and equipment

-

(102,621)

6

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

7,819,414

7,032,783

Interest expense on other finance liabilities

3,925,379

3,952,189

Foreign exchange gains/(losses)

36,621

(78,768)

11,781,414

10,906,204

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

10,141,221

8,903,153

Social security costs

1,161,996

842,249

Pension costs, defined contribution scheme

565,780

455,912

Other employee expense

416,729

224,696

12,285,726

10,426,010

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Administration and support

178

162

178

162

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

1,142,920

838,280

Contributions paid to money purchase schemes

62,794

36,767

1,205,714

875,047

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

3

4

In respect of the highest paid director:

2024
£

2023
£

Remuneration

357,168

336,650

Company contributions to money purchase pension schemes

-

14,763

9

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

117,377

53,200

Other fees to auditors

Taxation compliance services

7,000

4,500

All other assurance services

41,980

7,440

48,980

11,940


 

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

3,057,532

2,684,327

UK corporation tax adjustment to prior periods

(19,901)

(2,679)

3,037,631

2,681,648

Deferred taxation

Arising from origination and reversal of timing differences

28,298

-

Tax expense in the income statement

3,065,929

2,681,648

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 23.5%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

11,075,225

10,340,170

Corporation tax at standard rate

2,768,806

2,429,940

Decrease in UK and foreign current tax from adjustment for prior periods

(19,901)

(2,679)

Tax decrease from effect of capital allowances and depreciation

(13,957)

(8,541)

Effect of expense not deductible in determining taxable profit (tax loss)

334,645

268,339

Tax increase/(decrease) from changes in pension fund prepayment

1,367

(5,411)

Further item of tax decrease

(5,031)

-

Total tax charge

3,065,929

2,681,648

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

11

Intangible assets

Group

Goodwill
 £

Internally generated software development costs
 £

Total
£

Cost or valuation

At 1 January 2024

10,598,809

-

10,598,809

Additions acquired separately

6,227,028

140,489

6,367,517

At 31 December 2024

16,825,837

140,489

16,966,326

Amortisation

At 1 January 2024

3,247,000

-

3,247,000

Amortisation charge

1,163,661

9,562

1,173,223

At 31 December 2024

4,410,661

9,562

4,420,223

Carrying amount

At 31 December 2024

12,415,176

130,927

12,546,103

At 31 December 2023

7,351,809

-

7,351,809

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

12

Tangible assets

Group

Leasehold improvements
£

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2024

17,173

287,915

305,088

Additions

-

103,772

103,772

Disposals

-

(42,757)

(42,757)

At 31 December 2024

17,173

348,930

366,103

Depreciation

At 1 January 2024

7,692

145,640

153,332

Charge for the year

4,285

60,984

65,269

Eliminated on disposal

-

(42,757)

(42,757)

At 31 December 2024

11,977

163,867

175,844

Carrying amount

At 31 December 2024

5,196

185,063

190,259

At 31 December 2023

9,481

142,275

151,756

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

13

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

eCapital 3414 Limited

1 London Street
Reading
RG1 4PN

Ordinary shares

93%

85%

United Kingdom

eCapital 3415 Limited

1 London Street
Reading
RG1 4PN

Ordinary shares

93%

85%

United Kingdom

eCapital Commercial Finance Limited

1 London Street
Reading
RG1 4PN

Ordinary shares

93%

85%

United Kingdom

eCapital Commercial Finance (North) Limited

1 London Street
Reading
RG1 4PN

Ordinary shares

93%

85%

United Kingdom

AGHOCO 2049 Limited

1 London Street
Reading
RG1 4PN

Ordinary shares

100%

100%

United Kingdom

Factor 21 Limited

1 London Street
Reading
RG1 4PN

Ordinary shares

93%

85%

United Kingdom

Optimum SME Finance Limited

Cube M4 Business Park
Old Gloucester Road
Bristol
BS16 1FX

Ordinary shares

93%

0%

United Kingdom

Bridge Auditing & Consultancy Services Limited

1 London Street
Reading
RG1 4PN

Ordinary shares

93%

0%

United Kingdom

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Subsidiary undertakings

eCapital 3414 Limited

The principal activity of eCapital 3414 Limited is Holding company

eCapital 3415 Limited

The principal activity of eCapital 3415 Limited is Holding company

eCapital Commercial Finance Limited

The principal activity of eCapital Commercial Finance Limited is Receivables finance services

eCapital Commercial Finance (North) Limited

The principal activity of eCapital Commercial Finance (North) Limited is Receivables finance services

AGHOCO 2049 Limited

The principal activity of AGHOCO 2049 Limited is Dormant company

Factor 21 Limited

The principal activity of Factor 21 Limited is Dormant company

Optimum SME Finance Limited

The principal activity of Optimum SME Finance Limited is Receivables finance services

Bridge Auditing & Consultancy Services Limited

The principal activity of Bridge Auditing & Consultancy Services Limited is Dormant company

Company

2024
£

2023
£

Investments in subsidiaries

29,713,504

22,477,504

Subsidiaries

£

Cost or valuation

At 1 January 2024

22,477,504

Additions

7,236,000

At 31 December 2024

29,713,504

Carrying amount

At 31 December 2024

29,713,504

At 31 December 2023

22,477,504

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

14

Debtors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

177,039,157

150,877,307

3,041

-

Amounts owed by group undertakings

-

-

7,126,280

6,371,639

Other debtors

 

23,088

20,480

-

-

Prepayments

 

1,411,764

1,110,838

283,910

158,530

Accrued income

 

14,619

14,619

-

-

Corporation tax

10

3,194,112

1,477,016

80,315

-

   

181,682,740

153,500,260

7,493,546

6,530,169

Less non-current portion

 

-

-

(5,119,919)

(5,119,919)

 

181,682,740

153,500,260

2,373,627

1,410,250

15

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash at bank

2,459,579

368,998

5,990

-

Bank overdrafts

(400,659)

-

(26)

-

Cash and cash equivalents in statement of cash flows

2,058,920

368,998

5,964

-

 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

16

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

19

134,533,069

112,003,560

26

-

Trade creditors

 

264,205

81,932

-

-

Social security and other taxes

 

1,518,550

1,107,344

-

-

Other creditors

 

15,048

-

-

-

Accruals

 

9,252,130

5,592,742

4,783,326

1,467,557

Corporation tax

10

1,702,625

1,018,164

-

-

 

147,285,627

119,803,742

4,783,352

1,467,557

Due after one year

 

Other non-current financial liabilities

 

35,080,818

27,836,088

35,080,818

27,836,085

Loans and borrowings and other non-current financial liabilities are secured by a fixed and floating charge over all current and future assets of the group.

17

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £565,780 (2023 - £455,912).

18

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary share of £1 each

1

1

1

1

       
 

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

19

Loans and borrowings

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

134,132,410

112,003,560

-

-

Bank overdrafts

400,659

-

26

-

134,533,069

112,003,560

26

-

20

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

519,774

504,808

Later than one year and not later than five years

795,821

1,389,202

1,315,595

1,894,010

The amount of non-cancellable operating lease payments recognised as an expense during the year was £475,145 (2023 - £501,374).

21

Commitments

Group

Pension commitments

Commitments provided for in the accounts amounted to £61,224 (2023 - £57,755).

22

Parent and ultimate parent undertaking

The company's immediate parent is eCapital Finance Corp, incorporated in United States of America.