Registration number: 11877547

eCapital Commercial Finance Holdings UK Limited

Contents

eCapital Commercial Finance Holdings UK Limited

Company Information

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Principal activity

The principal activity of the group is to provide receivables finance solutions and 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 over 25 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 1500 business clients from six regional businesses, providing funding of over £200m 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 six 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 £56.6m (14.7%). 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.

Following our acquisition in October 2024, we have successfully integrated Optimum SME Finance Limited. The business has been rebranded as eCapital Commercial Finance (South West) Limited and we are at the latter stage of the full integration into the eCapital business.

Group mission

Our ambition to be a leading independent provider of working capital solutions to small-to-medium size businesses remains. The group's 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 and 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 £36,415 for our chosen charities.

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2025

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 speciality finance provider with over £2.8 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 complex trading environment in 2026. 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	2025	2024
Revenue	£m	56	49
EBITDA	£m	24	24
PBT	£m	11	11

EBITDA and PBT have remained consistent with prior year, reflecting our increased revenue offsetting increased costs.

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

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2025

Principal risks and uncertainties

Risk mitigation is a key part of the management of the Company, and we have consistent processes 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 our business.

The commercial finance sector is influenced by macroeconomic factors and business confidence, both in the UK and the global economy. These factors affect our client base and can lead to higher business costs and supply chain and demand issues. Our products are secured by the client's receivables. Revenues depend on the success of our clients, and we closely monitor new and existing risks to ensure 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 group therefore maintains foreign currency bank accounts in various 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 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 2025

Section 172(1) statement

Section 172(1) of the Companies Act 2006 required each Director of the Company to act in the way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing this, Section 172 requires a Director to have regards, among other matters to:
• the likely consequences of any decision in the long term;
• the interest of the Company’s employees;
• the need to foster the Company’s business relationships with customers, suppliers, licensees and others;
• the impact of the Company’s operations on the community and environment;
• the desirability of the Company maintaining a reputation of high standards of business conduct; and
• the need to act fairly with members of the Company.

The Directors give careful consideration to the factors set out above in discharging their duties under Section 172. The stakeholders considered in this regard are the people who work for the Company and have facilities with the Company’s subsidiaries, suppliers, lenders, communities and shareholders. The Directors recognise that building strong relationships with the Company stakeholders is essential for the Company to deliver on its long term strategies.

The Directors of the Company seek to understand the interests and views of the Company’s stakeholders by engaging with them directly as appropriate. Some of the ways in which the Directors thoroughly engaged directly with the stakeholders over the year are detailed below:

Customers
The Company’s subsidiaries are focused on providing consistently high-quality customer service by building and maintaining strong client relationships and remaining responsive to customer’s evolving financial needs. The Group continues to invest in its products to enhance the delivery of seamless financing solutions.

Employees
The Directors and Senior Management of the Company’s subsidiaries seek to foster an environment where communication among employees is open, honest and respectful; performance is recognised and rewarded via our online global platform; growth is encouraged; and accomplishments are celebrated. The Company engages employees through periodic surveys, offering training and frequent communication.

Suppliers
The Company’s subsidiaries maintain strong long-term supplier relationships, ensuring business is conducted in a fair and ethical manner. The Board seeks to ensure that suppliers are selected and managed based on quality, reliability, service, and value, while also considering ethical and operational standards. Decisions are taken with regard to timely payment practices and clear contractual arrangements, supporting mutual trust and long-term collaboration.

Lenders
The Directors recognise the importance of maintaining strong and transparent relationships with the Group’s lenders. The Board regularly engages with its lending partners to ensure open communication regarding the Group’s performance, financial position, liquidity, and future strategy. Decisions are made with due regard to the Group’s obligations under its financing arrangements, including covenant compliance and prudent risk management.

Communities
The Company’s subsidiaries actively support their local communities, with employees at each location annually fundraising for a chosen charity, supplemented by Company match funding. The Group also maintains a responsible approach to managing its climate change footprint.

eCapital Commercial Finance Holdings UK Limited

Strategic Report for the Year Ended 31 December 2025

Shareholders
The Company’s immediate parent company is eCapital Finance Corp. The Company’s Directors have regular communications with senior management of the Parent entity and as such have a comprehensive understanding of the needs and expectations of its shareholders.

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.

Non-financial and sustainability information

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under those regulations and is not required to report on its emissions, energy consumption or energy efficient activities.

Approved and authorised by the Board on 28 April 2026 and signed on its behalf by:
 

eCapital Commercial Finance Holdings UK Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the for the year ended 31 December 2025.

Directors of the group

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

J S McDonald

Peter Dahill

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 £7,412,400 (2024: £8,009,296).

The group has paid £Nil (2024: £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 (2024: £Nil).

Statement of directors' responsibilities

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:

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

eCapital Commercial Finance Holdings UK Limited

Directors' Report for the Year Ended 31 December 2025

Reappointment of auditors

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 28 April 2026 and signed on its behalf by:
 

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 2025, 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:

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.

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:

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and the parent 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.

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

28 April 2026

eCapital Commercial Finance Holdings UK Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2025

eCapital Commercial Finance Holdings UK Limited

(Registration number: 11877547)
Consolidated Balance Sheet as at 31 December 2025

Approved and authorised by the Board on 28 April 2026 and signed on its behalf by:
 

eCapital Commercial Finance Holdings UK Limited

(Registration number: 11877547)
Balance Sheet as at 31 December 2025

The company made a profit after tax for the financial year of £4,808,526 (2024 - loss of £2,355,161).

Approved and authorised by the Board on 28 April 2026 and signed on its behalf by:
 

eCapital Commercial Finance Holdings UK Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2025

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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

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

Basis of preparation

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Basis of consolidation

Key sources of estimation uncertainty

Annually, the group considers whether intangible assets and goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash-generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows..

Revenue recognition

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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.

Tax

Tangible assets

Depreciation

Business combinations

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Goodwill

Amortisation

Investments

Cash and cash equivalents

Trade debtors

Trade creditors

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Borrowings

Share capital

Dividends

Defined contribution pension obligation

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.
 

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

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

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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

Arrived at after charging/(crediting)

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

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

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

The directors' remuneration for the year was as follows:

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

In respect of the highest paid director:

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Group

	Goodwill  £	Internally generated software development costs  £	Total £
Cost or valuation
At 1 January 2025	16,825,837	293,517	17,119,354
Additions acquired separately	157,249	-	157,249
Disposals	(2,149)	-	(2,149)
At 31 December 2025	16,980,937	293,517	17,274,454
Amortisation
At 1 January 2025	4,410,661	162,590	4,573,251
Amortisation charge	1,698,093	54,604	1,752,697
At 31 December 2025	6,108,754	217,194	6,325,948
Carrying amount
At 31 December 2025	10,872,183	76,323	10,948,506
At 31 December 2024	12,415,176	130,927	12,546,103

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Group

	Leasehold improvements £	Furniture, fittings and equipment  £	Total £
Cost or valuation
At 1 January 2025	17,174	529,888	547,062
Additions	-	47,737	47,737
Disposals	-	(59,681)	(59,681)
At 31 December 2025	17,174	517,944	535,118
Depreciation
At 1 January 2025	11,978	344,825	356,803
Charge for the year	617	72,517	73,134
Eliminated on disposal	-	(59,681)	(59,681)
At 31 December 2025	12,595	357,661	370,256
Carrying amount
At 31 December 2025	4,579	160,283	164,862
At 31 December 2024	5,196	185,063	190,259

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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:

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Subsidiary undertakings

eCapital Commercial Finance Holdings UK Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Company