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Registered number: 13692994 ECLIPSE FINANCING LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
ECLIPSE FINANCING LIMITED COMPANY INFORMATION
Directors | Ms E Gestetner
| Mr D Waters
Registered number | 13692994
Registered office | Third Floor
| The Edward Hyde Building
| 38 Clarendon Road
| Watford
| Hertfordshire
| WD17 1JW
Trading Address | Third Floor
| The Edward Hyde Building
| 38 Clarendon Road
| Watford
| Hertfordshire
| WD17 1JW
Independent auditors | PricewaterhouseCoopers LLP
| 40 Clarendon Road
| Watford
| Hertfordshire
| WD17 1JJ
ECLIPSE FINANCING LIMITED CONTENTS
| Page(s)
Strategic report | 1 - 7
Directors' report | 8 - 9
Independent auditors' report | 10 - 12
Statement of comprehensive income | 13
Statement of financial position | 14
Statement of changes in equity | 15
Notes to the financial statements | 16 - 28
ECLIPSE FINANCING LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present their Strategic Report on the Company for the year ended 31 December 2024.
Business review
The Company continues to act as a funding intermediary within the wider trading group.
Financial key performance indicators
The Company made a loss for the financial year of £180,690,134 (2023: profit of £13,941,194). The current year loss was principally the result of a group reconstruction exercise undertaken during the year, which resulted in the Company holding a direct investment in Enra Specialist Finance Limited. The reconstruction resulted in a number of exceptional items recognised in the statement of comprehensive income as detailed in note 4. The Company’s total shareholders’ funds were £80,105,005 at 31 December 2024 (2023: £260,735,286).
Strategic review
The Company and the Eclipse Topco Limited Group ("Group") strategic objective continues to be the UK’s leading non-bank specialist finance provider & distributor. This continues to be delivered by consolidating and enhancing its position in its existing specialist product markets and by leveraging its expertise and market insight to extend its offering into related product areas, developing high quality earnings through a balance between short-term higher margin products and lower margin term lending products that provide recurring revenue streams. The Group has an integrated business model enabling income to be earned at multiple points in the property lending value chain. The firm’s subsidiaries provide services and lending products to brokers, other intermediaries and direct to the consumer. The Group targets segments in which it has detailed product expertise and, in particular, where it can provide an end-to-end solution to customers, through progression into complementary product lines. In addition, The Group provides off-balance sheet asset management services. This enables the firm to leverage its expertise in these areas to earn fee income and provides an alternative means of funding loans for the benefit of customers. The strategy is consistently delivered by: ∙designing products to provide solutions to professional property investors and developers across the property development lifecycle. ∙service expertise with a focus on delivering against customer requirements and expectations. ∙providing good value products in segments that offer a sustainable risk-reward return. ∙building strong relationships with both existing and new introducers with high engagement with repeat customers. ∙using insight afforded by existing distribution to develop innovative solutions to new segments. ∙stringent focus on credit risk, both through careful underwriting of individual cases and the use of portfolio and individual product risk limits. ∙in-house servicing capability to provide a tailored approach to customer services and collections. ∙investment in a team of high-quality staff, providing the right culture and environment for individuals to continue to develop within the business; and ∙ensuring continuous investment in people, processes and infrastructure to achieve a scalable, secure and compliant operating platform. ∙promoting a culture of sustainability and diversity for customers, colleagues and suppliers. Page 1
ECLIPSE FINANCING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Market position and outlook
The Company and the Group remains alert to continuing macroeconomic challenges, and will continue to advance its strategy with care, ensuring that growth is built on solid foundations. However, the Group has performed well during the year, in a challenging macroeconomic backdrop, and performance in the early part of 2025 has been encouraging.
Corporate governance and risk management
The Company and Group continues to evolve its governance and committee structures to support the business through its continued growth in order to ensure that principal risks are appropriately overseen. Management committees are not formal sub-committees of the Board, although reports on their activities are given to the Board by Executive Directors. Group Board committees include an Audit & Risk Committee and a Remuneration & Appointment Committee.
Audit & Risk Committee (ARC)
The Audit and Risk Committee is responsible for discharging governance responsibilities in respect of audit, risk and internal control. The Committee is chaired by a non-executive director of Eclipse Topco Limited (the ultimate holding company), Mr M Preston. Its members include Mr M Preston, Mr R Monahan, Mr E Buggea, Ms E Gestetner, Mr S Hogg and Mr D Waters. ARC has responsibility for both the monitoring the effectiveness of the audit & financial controls and also the risk function within the group.
Remuneration & Appointment Committee (RemCo)
The Remuneration & Appointment Committee is Chaired by Group's Non-Executive Chairman, Mr P Prebensen. Its members include Mr R Monahan, Mr P Prebensen and Mr D Waters. RemCo considers on behalf of the Board, Executive Director and Senior Executive remuneration, including the design of performance related remuneration. No person is present when his or her remuneration is being discussed. The Committee also oversees the process for appointments to the Board and ensures that plans are in place for orderly succession to both the Board and Senior Management positions. The Committee meets at least annually and more frequently if required.
Management Committees
The management committees in operation through the year included: ∙Executive Committee (ExCo) ∙Asset & Liability Committee (ALCO) ∙Product Governance Committees (PGC) ∙Credit Committee ∙Servicing Committee ∙Compliance Risk Forum ∙Management Meeting . Page 2
ECLIPSE FINANCING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Management Committees (continued)
ExCo is an informal weekly management meeting tasked with managing the day to day activities of the business. It operates alongside an informal monthly management meeting, which is tasked with reviewing performance, promoting staff development and acting as a communication forum to the senior management team. The objective of ALCO is to govern asset & liability management to achieve the Group’s commercial objectives and manage the associated risks within the Group’s risk appetite. The key areas of focus are Liquidity Management, Interest Rate Risk Management and Minimum Product Pricing. The purpose of the PGC is to provide oversight and governance of the products and services offered by each of the Group’s subsidiary entities to ensure that all products and services comply with applicable regulations and that they deliver an appropriate commercial outcome for the firm. The PGC ensures that prior to launching any new product, an adequate assessment of the new product has been carried out considering as a minimum identification of the target market, product design, distribution strategy, pricing, fair value, consumer support and understanding, data protection, financial crime and process changes. The PGC ensures that the existing product catalogue is managed appropriately so that products are designed in line with the target market, that the distribution remains appropriate, and that the product continues to deliver fair value to customers. The Credit Committee oversees and manages the Credit Risk appetite of all lending divisions across the group to ensure firms act to deliver good retail customer outcomes by lending responsibly. Specific areas covered include, analysing and reporting on the performance of the loan portfolio, approving and reviewing the Responsible Lending Policy and associated documents for each lending division, setting and reviewing group’s individual lending mandate limits across the different lending divisions, setting and reviewing the group’s Affordability Model, setting and reviewing the group’s Stress Test policy, reviewing any exceptions to policy, reviewing any arrears trends identified and reviewing mandate audit results. The purpose of the Servicing Committee is to oversee the Servicing activities of the business to ensure that servicing activities are conducted with the necessary skill, care, and attention to deliver good customer outcomes and to manage the risks and commercial requirements of the business. In particular, the Servicing Committee will oversee the portfolio performance, risk management and servicing policy. The Compliance Risk Forum reviews and reports quarterly on each regulated entity, covering data protection, conduct and consumer duty MI, regulatory and financial risk. Management meetings are informal and are held monthly with the senior management team to provide a communication forum whereby key messages can be cascaded and to promote best practice and cross-learnings across the Group.
Internal Audit
The Group Board established an outsourced internal audit function in 2023. During the year the internal auditors have undertaken reviews in line with a risk-based internal audit programme, which was approved by ARC, and reports quarterly to ARC. Page 3
ECLIPSE FINANCING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
As a provider of financial services, the Company actively manages both its own risks and those of its subsidiaries as a core part of its day-to-day activities. The Directors have put in place procedures to document the Board’s risk appetite and to monitor and manage each of these risks in line with this appetite. The Group has implemented a standardised risk management framework, focusing on the headline risks broken down into more detailed sub-risks, and associated controls. The principal risks monitored are: ∙Credit risk ∙Funding, liquidity and interest risk ∙Operational risk (including information security, cybercrime and business continuity risk) ∙Compliance risk (including regulatory, conduct, financial crime and data protection risk) Credit risk Credit risk is the risk that the borrowers will not be able to meet their obligations as they fall due. Credit risk continues to be a core part of Board oversight. The Group has maintained a conservative approach to risk throughout 2024 although this has reverted back to previous levels following a period of tightening of our approach to credit through the turbulence through 2023. On a day-to-day basis, credit risk is overseen by the Group’s Head of Credit Risk. The Head of Credit Risk is responsible for reviewing and recommending the Responsible Lending suite of documents across the different lending divisions, including the Responsible Lending Policy (incorporating the lending criteria guides) to the Board. Although volatility in the UK economy was reduced in 2024 from the previous year, consideration to ensuring loans remain affordable to customers in a stressed environment is still a continued focus. As inflation rates and interest rates have reduced through 2024, the housing market has stabilised and as a result, maximum loan-to-value ratios have reverted to previous levels along with the introduction of higher loan-to-values within our Residential product. Responsibility for reviewing and updating West One’s Affordability Model also sits with the Head of Credit Risk with recommendations made to the Board at least annually along with the review. Inflationary increases continue to be applied to West One’s Affordability Model to ensure that it remains appropriate and that loans remain affordable for its customers. Similarly, a regular and ongoing review of West One’s stress testing policy has seen instances of change recommended to the Board for approval and implementation during the year following swap rate variations. As both inflation and interest rates reduce, we are starting to see a reversion to more normal levels of stress testing. The Head of Credit Risk is also responsible for reviewing concentration limits, including Group exposure limits to individuals across all product lines. Mandate approval limits are set and deployed (following Board approval) with all mandate holders being subject to a quarterly sample audit to ensure loans are approved in adherence to lending policy. They are also a member of the Servicing Committee and in addition to carrying out investigative reviews of accounts in arrears, any findings are considered for future iterations of the lending criteria. Page 4
ECLIPSE FINANCING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 Funding, liquidity and interest rate risk Interest rate risk is the risk arising from the Company’s exposure to movements in interest rates because of repricing mismatches between assets and liabilities that are either fixed or floating rate. Interest rate risk arises on fixed rate lending where the financing is at a variable rate. The Company seeks to minimize the impact of interest rate volatility through a formal hedging strategy to hedge fixed rate loans. The Company also hedges its estimated Term pipeline exposure, on a monthly basis, reducing exposure to rate movements during the origination process. Liquidity risk is the risk that the Company is unable to access sufficient liquid financial resources to meet the Company’s financial obligations as they fall due. Medium and longer term Liquidity risk is managed by the Treasury team with short-term liquidity risk managed by the Finance team, both reporting into the Chief Financial Officer, and monitored against ALCo approved limits and triggers and monitoring of covenants and eligibility criteria within securitisations. Stress testing is undertaken to ensure the Company is able to meet its obligations under normal and stressed scenarios. Funding risk is the risk of being unable to access funding markets or to be able to do so only at excessive cost. The Treasury team, reporting to the Chief Financial Officer, manage the diversification of funding sources and seek to ensure sufficient depth of maturity through regular public securitisations and proactively refinancing of facilities well in advance of their contractual maturity dates. Oversight over funding, liquidity & interest rate risk is provided by ALCo, which in turn reports into ARC. Regular reports also form part of Board discussions. Operational risk Operational risk is defined as any instance where there is potential or actual impact to the Group resulting from inadequate or failed internal processes, people, systems or from external parties. The impacts can be financial as well as non-financial such as customer detriment, reputational or regulatory. The security of customer data and operational resilience remain areas of regulatory attention and public concern. The Group reviews regularly its controls framework to protect its own, and customers’, data. This includes staff training, controlled tests of existing perimeter security measures, physical security controls, and the ongoing maintenance of its technical infrastructure against these increasing risks. The Group has a resilient technical architecture which uses modern cloud-computing technologies and industry-best- practice approaches to data replication, synchronization and back-ups. The Group also maintains a detailed business continuity plan, including provisions for crisis management procedures in the event a business interruption event occurs. The business continuity plan is tested by an external third party at least annually, with the 2024 test successfully passed with no ongoing risks noted. Page 5
ECLIPSE FINANCING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties (continued)
Compliance risk The Board seeks to maintain a strong compliance culture and monitors the regulatory environment carefully to ensure that regulatory requirements are met in a timely and comprehensive manner. The Group maintains a code of conduct applicable to all its firms, directors and employees, which requires them to conform to the applicable laws, rules and regulations that govern the Group. The Group imposes specific responsibilities on its leaders and managers to commit to maintaining a strong culture of compliance for its staff and customers. The Compliance function establishes, implements and maintains a risk-based Compliance Programme that is designed to ensure compliance with applicable laws, rules, regulations and company policies. The Compliance Programme seeks to mitigate the risk of regulatory censure, fines, financial loss or damage to the reputation of the Group arising from the Group or its directors and employees not adhering to applicable laws, rules and regulations, and internal policies. Amongst other areas, the Programme addresses financial crime, conduct and regulatory risk evaluation, management and oversight process. The Compliance Programme aims to implement and maintain systems and processes that: ∙Know the laws, rules and regulations the Group must adhere to in order to understand conduct and regulatory risks imposed on the Group. ∙Prevent conduct, regulatory, financial crime and data protection risks from materialising. ∙Detect conduct regulatory, financial crime and data protection risks that materialise at the earliest possible stage. ∙Respond quickly and remediate materialised risks which have led to issues or breaches. ∙Assess the root causes of compliance issues and breaches to prevent their reoccurrence. The Compliance Programme includes the following elements: ∙Rules mapping ∙Conduct and regulatory, financial crime and data protection risk assessments. ∙Annual compliance plan ∙Compliance policies ∙Regulatory horizon scanning ∙Annual compliance training plan ∙Projects and Advisory function ∙Business support function ∙Issues and breaches framework ∙Compliance monitoring plan function The Group has a Head of Compliance (HoC) to lead and manage its Compliance Programme, and to ensure resources are made available as necessary to carry out the Programme effectively. The HoC is responsible for the leadership, oversight and operation of the Compliance Programme and the Board is satisfied they have the knowledge, experience, independence, authority, time and resource to do so. All compliance staff shall have the knowledge and experience to carry out their role effectively and the ability and drive to keep abreast of regulatory changes. The HoC is also the Money Laundering Reporting Officer, responsible for ensuring that, when appropriate, the information or other matters leading to knowledge or suspicion, or reasonable grounds for knowledge or suspicion of money laundering is properly disclosed to the relevant authority. The MLRO has the knowledge, experience, independence, authority, time and resource to carry out this role effectively. All employees undergo regular training to ensure that they are able to identify and appropriately manage compliance and operational risks within the business. Page 6
ECLIPSE FINANCING LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Going Concern
At the balance sheet date, the Company had net assets of £80,105,005 (2023: £260,735,286), having made a loss of £180,690,134 (2023: profit of £13,941,194) during the year. The current year loss was principally the result of the group reconstruction which resulted in a number of exceptional items recognised in the statement of comprehensive income as detailed in note 4. The Directors have undertaken a Going Concern assessment, including a review of principal and emerging risks, including ongoing risks in relation to the conflict in Eastern Europe and the Middle East, particularly with the more recent imposition of tariffs by the USA, and potential economic consequences from higher interest rates and inflation. The Directors are satisfied that the Company have adequate resources to continue to operate as a going concern for a period in excess of 12 months from the date of this report and have prepared the financial statements on that basis. In assessing whether the Going Concern basis is appropriate, the Directors have considered the information contained in the financial statements, the latest business plan, profit forecasts and liquidity projections. These forecasts have been subject to sensitivity tests. The stress scenarios included severe but plausible downside scenarios to satisfy the Directors that there is no realistic scenario under which the business would be unable to meet its liabilities as they fall due over the coming year. The Company has maintained an active dialogue with its lenders who continue to be supportive. This report was approved by the board and signed on its behalf.
Ms E Gestetner Director
Date: 30 April 2025
Page 7
ECLIPSE FINANCING LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the audited financial statements for the year ended 31 December 2024.
Principal activities
The principal activities of the Company are that of a holding company and inter-group funding intermediary.
Results and dividends
The loss for the year, after taxation, amounted to £180,690,134 (2023 - profit £13,941,194). No dividends were paid in the financial year of the prior period.
Directors
The directors who served during the year were:
Ms E Gestetner
Mr D Waters
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the audited financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have prepared the audited financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) and applicable law, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the audited 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 audited financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgments 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; ∙prepare the audited financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. 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. 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 and to enable them to ensure that the audited financial statements comply with the Companies Act 2006. Page 8
ECLIPSE FINANCING LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
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.
Matters covered in the Strategic report
The Board is responsible for identifying principal risks and for proposing suitable mitigating strategies. This has been addressed in the Strategic Report, along with a full review of the position and performance of the company for the period.
Independent auditors
The auditors, PricewaterhouseCoopers LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Ms E Gestetner Director
Date: 30 April 2025
Page 9
ECLIPSE FINANCING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ECLIPSE FINANCING LIMITED Report on the audit of the financial statements Opinion In our opinion, Eclipse Financing Limited's financial statements: ∙give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and ∙have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: the statement of financial position as at 31 December 2024; the statement of comprehensive income, and the statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Conclusions relating to going concern Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 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. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. Page 10
ECLIPSE FINANCING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ECLIPSE FINANCING LIMITED 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities. With respect to the Strategic report and the Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and the Directors' report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and the Directors' report. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the directors' responsibilities statement in Respect of the Financial Statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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. Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK corporation tax and companies act reporting regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries to increase EBITDA and management bias in accounting estimates. Page 11
ECLIPSE FINANCING LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ECLIPSE FINANCING LIMITED Audit procedures performed by the engagement team included: ∙Discussions with management and directors, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; ∙Evaluation of management's controls designed to prevent and detect irregularities; ∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and ∙Designing audit procedures to incorporate unpredictability around the nature, timing and extent of our testing. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: ∙we have not obtained all the information and explanations we require for our audit; or ∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or ∙certain disclosures of directors’ remuneration specified by law are not made; or ∙the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Christopher Dalton (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Watford Date: 30 April 2025 Page 12
ECLIPSE FINANCING LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Revenue | 3 | 8,707,125 | 9,058,983
Cost of sales |  | (9,090,384) | (9,384,093)
Gross loss |  | (383,259) | (325,110)
Administrative expenses |  | (106,011) | (54,610)
Exceptional administrative expenses | 4 | (180,143,559) | -
Operating loss |  | (180,632,829) | (379,720)
Interest receivable and similar income | 8 | 13,360,833 | 26,874,135
Interest payable and similar expenses | 9 | (13,418,138) | (12,553,221)
(Loss)/profit before tax |  | (180,690,134) | 13,941,194
Tax on (loss)/profit | 10 | - | -
(Loss)/profit for the financial year |  | (180,690,134) | 13,941,194
Other comprehensive income |  | - | -
Total comprehensive (expense)/income for the year |  | (180,690,134) | 13,941,194
The notes on pages 16 to 28 form part of these financial statements.
Page 13
ECLIPSE FINANCING LIMITED REGISTERED NUMBER: 13692994 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 11 |  | 137,945,972 |  | 137,945,972
|  |  | 137,945,972 |  | 137,945,972
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 12 | 130,458,976 |  | 264,596,017 |
Debtors: amounts falling due within one year | 12 | 76,106,777 |  | 78,683,240 |
Cash at bank and in hand | 13 | 33 |  | 54,532 |
|  | 206,565,786 |  | 343,333,789 |
Creditors: amounts falling due within one year | 14 | (62,685,126) |  | (16,386,366) |
Net current assets |  |  | 143,880,660 |  | 326,947,423
Total assets less current liabilities |  |  | 281,826,632 |  | 464,893,395
Creditors: amounts falling due after more than one year | 15 |  | (201,721,627) |  | (204,158,109)
Net assets |  |  | 80,105,005 |  | 260,735,286
Capital and reserves |  |  |  |  |
Called up share capital | 16 |  | 2 |  | 2
Share premium account |  |  | 244,076,591 |  | 244,076,591
Other reserves | 18 |  | 59,853 |  | -
Profit and loss account |  |  | (164,031,441) |  | 16,658,693
Total shareholders' funds |  |  | 80,105,005 |  | 260,735,286
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms E Gestetner
Director
Date: 30 April 2025
The notes on pages 16 to 28 form part of these financial statements. Page 14
ECLIPSE FINANCING LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 2 | 244,076,591 | - | 16,658,693 | 260,735,286
Loss for the year | - | - | - | (180,690,134) | (180,690,134)
Total comprehensive expense for the year | - | - | - | (180,690,134) | (180,690,134)
Contributions by and distributions to owners |  |  |  |  |
Employee benefit trust | - | - | 59,853 | - | 59,853
At 31 December 2024 | 2 | 244,076,591 | 59,853 | (164,031,441) | 80,105,005
| The notes on pages 16 to 28 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 2 | 244,076,591 | 2,717,499 | 246,794,092
Profit for the year | - | - | 13,941,194 | 13,941,194
Total comprehensive income for the year | - | - | 13,941,194 | 13,941,194
At 31 December 2023 | 2 | 244,076,591 | 16,658,693 | 260,735,286
| The notes on pages 16 to 28 form part of these financial statements.
Page 15
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
The company acts as a funding intermediary within the wider trading group. The Company is a private company limited by shares, incorporated and domiciled in the United Kingdom and registered in England and Wales, and has its registered office at 3rd floor, The Edward Hyde Building, 38 Clarendon Road, Watford, Hertfordshire WD17 1JW. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of paragraphs 45(b) and 46 52 of IFRS 2 Share based payment ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of paragraphs 91 99 of IFRS 13 Fair Value Measurement ∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total ∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of: - paragraph 79(a)(iv) of IAS 1; - paragraph 73(e) of IAS 16 Property, Plant and Equipment; - paragraph 118(e) of IAS 38 Intangible Assets; ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙the requirements of paragraph 74A(b) of IAS 16 ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member ∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) 134(f) and 135(c) 135(e) of IAS 36 Impairment of Assets. Page 16
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Exemption from preparing consolidated financial statements
The financial statements contain information about the Company as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by s400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the UK consolidated financial statements of Eclipse Topco Limited.
| 2.4 | Going concern
The Directors have undertaken a Going Concern assessment, including a review of principal and emerging risks, including ongoing risks in relation to the conflict in Eastern Europe and the Middle East, particularly with the more recent imposition of tariffs by the USA, and potential economic consequences from higher interest rates and inflation. The Directors are satisfied that the Company have adequate resources to continue to operate as a going concern for a period in excess of 12 months from the date of this report and have prepared the financial statements on that basis. In assessing whether the Going Concern basis is appropriate, the Directors have considered the information contained in the financial statements, the latest business plan, profit forecasts and liquidity projections. These forecasts have been subject to sensitivity tests. The stress scenarios included severe but plausible downside scenarios to satisfy the Directors that there is no realistic scenario under which the business would be unable to meet its liabilities as they fall due over the coming year. The Company has maintained an active dialogue with its lenders who continue to be supportive.
| 2.5 | Impact of new international reporting standards, amendments and interpretations
New standards that the Company has applied from 1 January 2024 Standards and amendments to standards applicable to the Company that became effective during the year are listed below. These have no material impact on the reported performance or financial statements of the Company. ∙Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements (1 January 2024) ∙Amendments to IAS 1 Classification of liabilities (1 January 2024) Standards issued not yet effective Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Company, these are listed below. None of these are expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions. ∙Amendments to IAS 21 - Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025) ∙Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026) ∙IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027) ∙IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027) Page 17
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Revenue
Revenue represents interest receivable on loans provided by the company to its subsidiaries at a fixed rate over SONIA.
| 2.7 | Interest income
Interest on loan notes and accumulated interest were provided at a fixed rate. Interest is compounded once a year on 2 September.
| 2.8 | Finance costs
Interest on other loans is charged at a fixed rate over SONIA. Interest on loan notes and accumulated interest were provided at a fixed rate. Interest is compounded once a year on 2 September.
| 2.9 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.10 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. Page 18
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.12 | Debtors
Debtors are recognised at fair value and carried at the lower of their carrying value and recoverable amount. Other debtor balances with subsidiaries are carried at book cost and if there is an intercompany loan agreement in place, then interest would be charged at the agreed rate. Where the time value of money is material, debtors are carried at amortised cost. Provision is made when there is objective evidence that the company will not be able to recover balances in full. Balances are written off when the probability of recovery is assessed as remote.
| 2.13 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.14 | Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Other creditor balances with subsidiaries are carried at book cost and if there is an intercompany loan agreement in place, then interest would be charged at the agreed rate. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, unless the effect of discounting is considered to be immaterial.
3. | Revenue
| An analysis of revenue by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interest receivable on loans to subsidiaries | 8,707,125 | 9,058,983
| All revenue arose within the United Kingdom.
Page 19
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Exceptional administrative expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporate transactional fees | 126,000 | -
| Intercompany loan forgiven | 96,170,836 | -
| Losses on group reconstruction | 83,846,723 | -
|  | 180,143,559 | -
| During the year, a group reconstruction was undertaken where intermediary holding companies were removed from the structure. This resulted in a number of exceptional transactions in the company. The intercompany loan forgiven is related to a receivable due from the former direct subsidiary, Galene Topco Limited which was written off. The losses on group reconstruction relates to the accumulated losses in the subsidiaries being wound up.
5. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements | 25,200 | 24,000
6. | Employees
| The company has nil employees, other than the directors during the year or preceding period.
7. | Directors' remuneration
| There was no directors’ remuneration paid during the year or preceding year. The directors were paid for their services on a group basis by an intermediary parent company Enra Specialist Finance Limited in the year and the preceding year. The services provided to this entity are not estimable and therefore no recharge has been made.
Page 20
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Interest receivable and similar income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interest on loan note to group undertakings | 13,360,833 | 26,874,135
9. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interest payable on other loans | 8,159,945 | 7,858,078
| Interest payable on loan notes from group undertakings | 5,258,193 | 4,695,143
|  | 13,418,138 | 12,553,221
10. | Tax on (loss)/profit
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Total current tax | - | -
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (180,690,134) | 13,941,194
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | (58,506,565) | 3,276,181
| Effects of: |  |
| Expenses not deductible for tax purposes | 58,560,702 | -
| Non-taxable loan note interest | (12,923) | (400,206)
| Group relief surrendered | (41,214) | (2,875,975)
| Total tax charge for the year | - | -
Page 21
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 10.Tax on (loss)/profit (continued)
| Factors that may affect future tax charges
From 1 April 2023 the UK corporation tax rate is 19% for companies with profits of £50,000 or less. Companies with profits between £50,000 and £250,000, the rate is the main rate of 25% less marginal relief. For profits in excess of £250,000 corporation is charged at the main rate.
11. | Investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 137,945,972
| At 31 December 2024 | 137,945,972
| During the year a group reconstruction was undertaken where intermediary holding companies were removed from the structure (Galene Bidco Limited, Galene Midco 1 Limited, Galene Midco 2 Limited and Galene Midco 3 Limited have been dissolved post year end and Company’s direct subsidiary, Galene Topco Limited, is expected to be dissolved as well). As a result of the reconstruction, the Company now holds a direct investment in Enra Specialist Finance Limited, a direct subsidiary of the Company.
Page 22
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Principal activity | Class of shares | Holding
| Aria Finance Limited | Advisor and packager of specialist loans | Ordinary | 100%
| Aura Finance Limited | Short term finance (active proposal to strike off) | Ordinary | 100%
| Aura Finance Topco Limited | Intermediate holding company (Dissolved) | Ordinary | 100%
| Aura Holdco Limited | Intermediate holding company (Dissolved) | Ordinary | 100%
| Enra Dev Bond Co Limited | Intermediate holding company | Ordinary | 100%
| Enra GP Limited | Dormant | Ordinary | 100%
| Enra Specialist Finance Limited | Intermediate holding company | Ordinary | 100%
| Galene Bidco Limited | Intermediate holding company (active proposal to strike off) | Ordinary | 100%
| Galene Midco 1 Limited | Intermediate holding company (active proposal to strike off) | Ordinary | 100%
| Galene Midco 2 Limited | Intermediate holding company (active proposal to strike off) | Ordinary | 100%
| Galene Midco 3 Limited | Intermediate holding company (active proposal to strike off) | Ordinary | 100%
| Galene Topco Limited | Intermediate holding company (active proposal to strike off) | Ordinary | 100%
| Vantage Finance Limited | Provision of specialist loans (Dissolved) | Ordinary | 100%
| Vantage Private Finance Limited | Dormant (Dissolved) | Ordinary | 100%
| West One Bridging Limited | Dormant | Ordinary | 100%
| West One Capital Limited | Dormant | Ordinary | 100%
| West One Development Finance Holdings Limited | Funding intermediary | Ordinary | 100%
| West One Development Finance Limited | Provision of unregulated loans | Ordinary | 100%
| West One Development Finance MidCo Limited | Funding intermediary | Ordinary | 100%
| West One Loan Limited | Provision of regulated and unregulated loans | Ordinary | 100%
| West One Secured Loans Holdings Limited | Intermediate holding company | Ordinary | 100%
| West One Secured Loans Limited | Provision of regulated and unregulated loans | Ordinary | 100%
| The address for the registered office for its subsidiaries is 3rd floor, The Edward Hyde Building, 38 Clarendon Road, Watford, Hertfordshire WD17 1JW. The principal place of business for the subsidiaries is the same as the registered office. Galene Topco Limited is the only direct subsidiary of the Company and other subsidiaries listed are indirect subsidiaries.
Page 23
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Subsidiary undertakings (continued)
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Aria Finance Limited | 2,064,101 | 2,268,363
| Aura Finance Limited | - | 104,638
| Aura Finance Topco Limited | - | 17,313,816
| Aura Holdco Limited | - | 17,313,816
| Enra Dev Bond Co Limited | 1 | -
| Enra GP Limited | 1,000 | -
| Enra Specialist Finance Limited | 52,303,824 | (7,951,841)
| Galene Bidco Limited | 2 | -
| Galene Midco 1 Limited | 2 | -
| Galene Midco 2 Limited | 2 | -
| Galene Midco 3 Limited | 2 | -
| Galene Topco Limited | 2 | -
| Vantage Finance Limited | - | 17,650
| Vantage Private Finance Limited | - | -
| West One Bridging Limited | 100 | -
| West One Capital Limited | 1 | -
| West One Development Finance Holdings Limited | 1 | -
| West One Development Finance Limited | 8,577,454 | 2,795,528
| West One Development Finance MidCo Limited | 625,001 | -
| West One Loan Limited | 88,066,267 | 31,510,515
| West One Secured Loans Holdings Limited | 28,000,000 | 5,000,000
| West One Secured Loans Limited | 52,873,198 | 11,674,927
Page 24
ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due after more than one year |  |
| Loan notes and accumulated interest owed by group undertakings | 120,458,976 | 247,096,017
| Amounts owed by group undertakings | 10,000,000 | 17,500,000
|  | 130,458,976 | 264,596,017
| Included in the Loan notes and accumulated interest is interest of £13,360,833 (2023: £26,874,135) compounded in the year. Interest charged at 12% and compounds on 2 September every year. Amounts owed by group undertakings are unsecured and are due for repayment by 2 September 2029 or earlier, if so agreed.
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Due within one year |  |
| Amounts owed by group undertakings | 72,300,430 | 73,601,782
| Prepayments and accrued income | 3,806,347 | 5,081,458
|  | 76,106,777 | 78,683,240
| Amounts owed by group undertakings are unsecured, repayable on demand and carry no interest.
13. | Cash at bank and in hand
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 33 | 54,532
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ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed to group companies | 59,463,465 | 13,493,001
| Other creditors | 1,955 | 1,955
| Accruals and deferred income | 3,219,706 | 2,891,410
|  | 62,685,126 | 16,386,366
| Amounts owed to group undertakings are unsecured, repayable on demand and carry no interest.
15. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loans | 154,500,000 | 162,000,000
| Loan notes and accumulated interest owed to group undertakings | 47,221,627 | 42,158,109
|  | 201,721,627 | 204,158,109
| Other loans are secured by way of a fixed and floating charge over the assets of the Company and its material subsidiaries, with interest based upon prevailing SONIA + margin. The repayment date for this facility is September 2029. Loan notes and accumulated interest were provided at a rate of 12.15%. Interest is compounded once a year on 2 September.
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts falling due after more than 5 years |  |
| Other loans | 154,500,000 | 162,000,000
| Loan notes and accumulated interest owed to group undertakings | 47,221,627 | 42,158,109
|  | 201,721,627 | 204,158,109
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ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Called up share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2 (2023 - 2) Ordinary shares of £1.00 each | 2 | 2
17. | Related party transactions
The company has taken the exemption from disclosing related party transactions, as disclosed in note 2.2. As at 31 December 2024 the company had the following balances outstanding with its related parties:
| Related party | Type of balance | Relationship to company | 2024 Debtor/ (Creditor) £ | 2023 Debtor/ (Creditor) £
| Eclipse Topco Limited | Intercompany balance | Indirect parent | 640,000 | 640,000
| Eclipse Midco Limited | Loan notes and accumulated interest | Immediate parent | (49,079,527) | (43,821,333)
| Eclipse Midco Limited | Intercompany balance | Immediate parent | 1,480,637 | 1,469,237
| Galene Topco Limited | Loan notes and accumulated interest | Immediate subsidiary | - | 247,096,017
| Galene Topco Limited | Intercompany balance | Immediate subsidiary | - | 70,550,000
| Galene Bidco Limited | Intercompany balance | Indirect subsidiary | - | 830,499
| Enra Specialist Finance Limited | Intercompany balance | Indirect subsidiary | 20,536,538 | 4,006,999
| Enra Specialist Finance Limited | Loan notes and accumulated interest | Indirect subsidiary | 120,458,976 | -
| West One Loan Limited | Intercompany balance | Indirect subsidiary | 76,205 | 48,692
| West One Secured Loans Limited | Intercompany balance | Indirect subsidiary | 58,477 | 35,058
| West One Development Finance Limited | Intercompany balance | Indirect subsidiary | 45,111 | 28,296
During the period, the company made the following transaction:
| Related party | Nature of transaction | Relationship to company | 2024 (Expense)/ Income £ | 2023 (Expense)/ Income £
| Eclipse Midco Limited | Interest on loan note | Immediate parent | (5,258,193) | (4,695,143)
| Galene Topco Limited | Interest on loan note | Direct subsidiary | - | 26,874,135
| Enra Specialist Finance Limited | Interest on loan note | Indirect subsidiary | 13,360,833 | -
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ECLIPSE FINANCING LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Reserves
Other reserves Other reserves represents movements in the Employee Benefit Trust (EBT). The current year movement represents transfers from its subsidiary company Galene Topco Limited.
19. | Controlling party
The immediate parent company is Eclipse Midco Limited. The smallest group to consolidate these financial statements is Eclipse Midco Limited. The largest group to consolidate these financial statements is Eclipse Topco Limited. Copies of the Eclipse Topco Limited and Eclipse Midco Limited consolidated financial statements can be obtained from the Company Secretary at the registered office, Third Floor, The Edward Hyde Building, 38 Clarendon Road, Watford, Hertfordshire, WD17 1JW. The immediate parent undertaking of Eclipse Topco Limited is Eclipse Investors Limited, a company incorporated the Cayman Islands. The directors consider the ultimate controlling parties to be Elliott Associates L.P. and Elliott International L.P.
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