enra

Specialist Finance

 

 

 

 

 

 

 

For the year ended 31 December 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contents

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

1.

Financial and

performance

highlights

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

(2024: £1.47bn)

(2024: £2.47bn)

(2024: £179.1m)

(2024: £78.4m)

(2024: £53.1m)

Strategy - successful delivery of strategic aims, with growth in Residential AUM and successful launch of Commercial lending division.

 

Results - Record underlying EBITDA with continued growth in assets under management (AUM) across all products.

 

Pricing - Stable product margins and continued low arrears rates despite continued macro-economic stress.

 

Credit - Stable and conservative approach to credit reflected in very low credit losses suffered.

 

Service - Continued focus on service delivery and product innovation, delivering good value services and products across the property development lifecycle and with a product range to support our customers’ needs.

 

Liquidity - Active and prudential management of liquidity (see Principal Risks and Uncertainties)

 

ESG - Ongoing development of ESG with the creation of a number of employee led forums to drive initiatives within the organization.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Assets under management

The Group’s AUM grew by

(2024:

) to

, reflecting continued strong momentum across Short Term and Term lending, both on and off

-

balance sheet.

 

This represents a further step

-

change in scale, with AUM having more than doubled since 2021, underlining the strength of the Group’s diversified lending platform and consistent execution of its growth strategy.

 

Growth during 2025 was balanced across Short Term and Term lending, with a notable evolution in product mix. Term lending AUM increased by 29.2% to £1,889m, driven primarily by the continued scaling of the Residential mortgage proposition.

 

Overall, the AUM mix continues to develop in line with the Group’s strategy, with an increasing proportion of longer

-

term, lower

-

margin mortgage products with recurring income, complementing the Group’s established Short Term specialist lending capabilities.

 

 

* The accounting adjustment relates to acquisition adjustments required under IFRS, to reconcile to the financial statements.

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Underlying EBITDA

In step with the growth in AUM, the Group’s underlying EBITDA has grown consistently over recent years, reaching a record £63.4m in 2025 (2024: £53.1m). This performance reflects the scaling of the loan book, stable margins and continued operating leverage.

 

Underlying EBITDA growth during the year was delivered across all lending divisions, reflecting a balanced and diversified earnings base. The strong contribution from Term lending, particularly Residential mortgages, supported earnings growth and enhanced the quality and predictability of income, consistent with the Group’s strategy.

 

Short Term lending continued to generate strong absolute profits, supported by disciplined pricing, low credit losses and established broker relationships. The combination of Short Term, higher

-

margin products and longer

-

term, recurring income streams from Term lending continues to underpin resilient underlying EBITDA performance.

 

The underlying EBITDA profile therefore reflects strong growth over time across all divisions, supporting stable, recurring earnings from Term lending, while preserving the flexibility and returns associated with specialist Short Term lending.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

The Group continues to demonstrate a resilient and profitable business model, underpinned by a diversified product range that supports customers across multiple points in the property lifecycle. Our specialist and nimble approach, combined with a well

-

established and diversified funding platform, provides both operational flexibility and resilience through varying market conditions.

 

The Group’s strategy includes the scaling of Term lending origination through a combination of product strategy and service excellence, delivered by strong sales distribution relationships. Investment made during 2024 to enhance our Residential mortgage proposition has translated into strong momentum during 2025, with Residential AUM increasing by £229m to £342m, reflecting growing recognition of the proposition by brokers and customers.

 

In 2025 we launched our latest product, term Commercial mortgages.

This launch represents a natural extension of the Group’s existing Short Term commercial lending capabilities and is aligned with our strategy of expanding into adjacent product areas where we can deploy our underwriting expertise and service

-

led approach.

The Commercial mortgage market is a growing market and remains underserviced by the current providers, and early performance following launch has been encouraging.

 

 

Diversified products create opportunities across multiple points across the lifecycle of a property

Specialist and nimble lender providing superior customer proposition

Deep and varied sources of funding provides optionality and resilience

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Our diversified offering, and deep understanding of customer needs, continues to underpin our specialist proposition and is supported by a stable and experienced management team and a robust and resilient financing strategy.

 

The Group continues to take a proactive stance to liquidity, ensuring that financing remains diversified with significant liquidity reserves maintained. During the year, we further enhanced the diversity, capacity and tenor of our funding, which included the extension of two facilities, two new warehouse facilities to support our Term and Commercial lending propositions, and two public securitisations.

 

During the year, we continued to strengthen and diversify our Executive Management team with the appointment of a new Regional Director in Manchester who is also leading our Commercial proposition. We also invested in our People Team with the appointment of a new Chief People Officer to support the continuous development and engagement of our employees.

 

We have thriving Employee Forums covering Colleagues, Charity, Equality, diversity, and inclusivity (EDI), and Environment, who are responsible for leading initiatives across the Group. Our annual awards ceremony is linked to Enra values and rewards those employees that have been chosen by their peer group as representative of those values. We continue to support ESG and charitable activities, both through time-off to employees to support charitable activities, monetary contributions and initiatives to support local foodbanks.

 

The Group enters 2026 well positioned for continued growth, supported by a disciplined approach to credit, pricing and liquidity, and a continued focus on delivering excellent customer outcomes. Subsequent to the year end, macro-economic conditions have deteriorated with volatility in interest rate swaps, as a direct result of the war in the Middle East. The Group remains alert to these conditions at the same time as continuing to serve those customers requiring finance solutions.

 

I would like to thank all our stakeholders, customers, suppliers, and employees, alongside the executive team, for all their contribution to another successful year.

 

30 April 2026

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

63.4m

Underlying

EBITDA

 

1.72bn

Origination

 

285

Employees

 

3.08bn

AUM

 

14,500

Customers

 

Assets under management increased by 24.8% to £3.08bn (2024: £2.47bn).

Growth was balanced across Short Term and Term lending, with particularly strong momentum in Residential mortgages following investment in product design, systems and distribution during 2024.

 

Origination in our Term mortgages increased by 26.4% to £0.67bn (2024: £0.53bn), with particularly pleasing growth in our Residential mortgages.

Residential originations benefitted from improved process efficiency, enhanced broker engagement and a scalable operating platform.

Short Term lending origination in the year grew 9.6% to £1.03bn (2024: £0.94bn). Within Short Term lending, Development Finance origination had a lower growth rate as professional developers remain cautious in a still challenging outlook for both valuation levels and transaction volumes, but the Group continued to support developers by offering both construction finance and bridging finance post completion of developments.

Credit discipline remained unchanged, with underwriting standards maintained throughout the cycle.

 

The Group also launched its term Commercial mortgage proposition.

While still in its early stages, early performance has been encouraging and is consistent with our strategy of extending into adjacent product areas where we can deploy existing expertise and relationships. The proposition builds on our established Short Term commercial lending capabilities and addresses an underserved segment of professional investors and owner

-

occupiers.

 

A core element of the Group’s strategy is to grow both our short-term and term lending propositions, reflecting the breadth of customer needs we serve across the property lifecycle. Alongside this, the Group intends over time to increase the proportion of term lending within the overall product mix, driven by the continued scaling of Residential mortgages and the expansion into Commercial mortgages.

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Short

-

Term lending, remains a central contributor to the Group’s performance, delivering attractive risk

-

adjusted returns, strong customer engagement and repeat business. In parallel, the growing contribution from longer

-

dated term lending products enhances earnings quality and balance

-

sheet resilience. Together, this balanced approach supports sustainable growth while preserving flexibility across market cycles.

 

Maintaining a diversified, long

-

dated and cost

-

effective funding platform remains a strategic priority.

The Group has expanded the quantum, diversification and duration of its financing arrangements during the year, reducing the cost of finance in the process. At the year end the Group had facilities of £3.7bn across 15 independent funding arrangements. During the year funding activities included extending the duration of two facilities, agreeing two new facilities supporting Term and Commercial lending products, and executed two public securitisations, which where were two of the leading transitions in the UK RMBS market.

 

The Group’s approach to credit remained rigorous

throughout the year, reflected in continued low levels of arrears and defaults. Despite an ongoing challenging macro-economic environment, only 0.88% of customers were in arrears at the end of the year (2024: 0.78%). Actual realised credit losses remained immaterial, and our servicing teams continue to engage proactively with customers requiring support, tailoring solutions to individual circumstances and regulatory expectations

.

 

Continued investment in proprietary technology remains a core strategic enabler for the Group.

In 2024 the Board approved a significant investment to create a new origination technology platform, which will

deliver a modern e-commerce journey and direct API-integration options for our intermediaries, together with a new rules engine supported credit environment for our underwriting teams. The new platform is designed to incorporate a range of third-party data sources to reduce keying time for brokers and increase the use of data and analytics, which in turn will reduce time taken on administrative and validation tasks for underwriting staff. The system makes use of the latest technology best-practices, incorporating a cloud-native architecture, infrastructure-as-code, an API-centric loosely coupled service design, and limited use of AI. During 2025 the development progressed in line with plan, the broker portal journey was completed in Q1 2026 and has been delivered into testing, and the project platform is on track for live launch in H2 2026. Ultimately the new system will provide a firm foundation for future growth by delivering a scalable, robust technology platform enabling a better customer experience for intermediaries, a highly controlled credit environment with greater risk oversight, and cost-efficient workflow automation. As volumes continue to grow, this investment is expected to deliver operating leverage, supporting margin resilience while maintaining strong governance and risk oversight.

 

Employees remain central to our success. During 2025, we invested further in our people capability with the appointment of a Chief People Officer, reinforcing our focus on colleague engagement, training and development. Colleague engagement remained strong, and internal development opportunities continued to support talent retention and succession. During the year, 17% of colleagues progressed through internal development opportunities (2024: 14%), supporting continuity and capability building across the Group.

To support growth in northern regions we opened a new office in Manchester which is led by a new Regional Director with over 30 years’ experience in specialist mortgages. This investment enhances regional coverage and provides dedicated leadership for the Group’s Commercial proposition.

 

Delivering good customer outcomes and operating responsibly remain embedded within the Group’s strategy. The ongoing integration of Consumer Duty standards, together with continued progress across our ESG priorities, supports sustainable growth and reinforces the long

-

term resilience of the franchise. Management views these areas as fundamental to maintaining trust with customers, regulators, funding partners and investors.

 

The recent escalation in hostilities between the United States and Iran, which has resulted in large

-

scale military strikes across the region, has increased global geopolitical uncertainty. Although the Group has no direct exposure to the affected regions, there are secondary impacts on UK macroeconomic conditions, including higher and more volatile interest rates and the potential for higher inflation. Management are confident that o

ur diversified product mix, resilient funding platform and experienced team will ensure that

the Group remains well positioned to continue growing both in its established propositions and its newer products.

 

Looking ahead, management remain focused on delivering disciplined, risk

-

adjusted growth, prioritising segments where the Group can deploy its underwriting expertise and funding advantage most effectively. In the near term, this includes the continued scaling of Term, particularly Residential, and Commercial Lending, while preserving the flexibility and margin contribution of our Short

-

Term lending propositions. Capital efficiency, funding diversity and credit discipline will remain central to decision

-

making as the business continues to evolve in scale and mix. Continued investment in technology, people and governance will support scalability, regulatory compliance and consistent customer outcomes.

 

30 April 2026

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

The Group’s trading operations are undertaken via its wholly owned subsidiary, Enra Specialist Finance Limited, and its subsidiaries (“Enra Specialist Finance” or “Enra” or “Enra Group”).

The Enra Group is a vertically integrated specialist finance business, engaged in the origination, distribution, funding and servicing of property

-

backed lending products, alongside asset management and advisory services.

 

Our vision is to be the UK's leading provider & distributor of specialist finance. Our mission is to provide reliable, well

-

designed specialist finance solutions to property investors, developers, landlords and homeowners, delivered with consistency, expertise and strong customer outcomes.

 

Our values are represented by CREDIT; Customers, Results, Energy, Development, Invent, Teamwork. These values underpin decision

-

making across the Group, including product design, credit appetite, colleague development and customer servicing.

 

The Group’s strategic objective is to be the UK’s leading non

-

bank specialist finance platform, characterised by resilient earnings, disciplined risk management and high

-

quality customer outcomes.

 

This is delivered by strengthening our core positions in existing specialist lending markets, while selectively extending into adjacent product areas where the Group can deploy established underwriting expertise, distribution capability and servicing infrastructure. The strategy is designed to generate high

-

quality earnings through a balanced mix of Short Term, higher

-

margin products and longer duration Term lending that provides recurring income and funding efficiency.

 

The Group has created a vertically integrated business model, developed progressively over more than two decades, enabling full value-chain capture and seamless customer journey.

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Group timeline

 

Enterprise founded as independent broking business

West One founded as independent broker and lender

Rebrands as Enra

 

Develops In-house asset recovery capability

AUM reaches £300m

 

Launch of Second Charge mortgage product

 

Acquires Vantage Finance further strengthening In-house broking

Launch Development Finance product

Launch Buy-to-let mortgage product

Elstree Funding No. 1 public securitisation

AUM reaches £1bn

Broker division merger

Elliott acquisition

 

Launch of Residential mortgage product

AUM reaches £2bn

Fifth public securitisation

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Business model and strategy (continued)

Lending

The lending brand, West One, targets segments in which it has detailed product expertise and, in particular, where it can provide an end-to-end solution to customers, including progression across complementary products over the property lifecycle.

This approach allows the Group to re

-

assess risk at multiple points in the lending lifecycle and capture income across origination, funding and servicing activities, while maintaining consistent credit standards

. It offers customers the benefit of an in-house exit option, for performing borrowers, generating a high proportion of repeat borrowers. Alongside property professionals West One also offers specialist solutions to retail customers who are underserved by the mainstream banks.

 

Lending is split between:

 

Short Term lending, comprising Bridging and Development Finance

Term lending, comprising Buy-to-let, Second Charge and Residential mortgages

Commercial lending, providing term Commercial mortgages.

 

Lending is undertaken both on

-

balance sheet and off

-

balance sheet, reflecting customer requirements, funding strategy and return objectives.

Off-balance sheet lending is executed via the Group’s investor base for Short Term lending and via forward flow arrangements for Term lending.

This structure enables efficient use of capital, diversification of funding sources and fee income generation, while maintaining consistent underwriting standards.

 

Broking

The Group’s broking brand, Aria Finance, provides advisory and packaging services to brokers, other intermediaries & direct to the consumer, operating within both the mainstream and specialist mortgage market.

The broking platform is strategically important to the Group, supporting distribution, market insight and customer access, while strengthening relationships with funders and lending partners.

 

Vertically integrated in-house model

The Group operates via a vertically integrated business model enabling full value-chain capture across product design, distribution, underwriting and servicing and funding.

 

For the year 31 December 2025

 

Vertically integrated in-house model (continued)

Core lending, underwriting and servicing capabilities are undertaken in

-

house, allowing feedback from portfolio performance to inform product design, pricing and underwriting discipline. This structure supports consistent risk management, regulatory compliance and tailored servicing for customers with more complex needs.

 

Overlaying the strategy is continued investment into people, processes, and infrastructure to achieve a scalable, secure, and compliant operating platform.

This investment supports controlled growth, operational resilience and sustainable development for customers, colleagues and suppliers

.

 

Core brands

The Group’s subsidiaries operate under the following brands:

 

Enra Specialist Finance is a leading provider, distributor and manager of specialist loans in the UK.

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Lending

West One

West One is a multi-product specialist lender. As one of the UK’s leading specialist lenders, West One is renowned for offering one of the most comprehensive and competitive lending portfolios in the UK offering funding for Development Finance, Bridging loans, Commercial mortgages, Buy-to-let, and Residential mortgages (first and second charge). The multi-award-winning team have a wealth of experience and are committed to working with brokers to create funding solutions for even the most complex cases.

 

Broking

 

Aria Finance is a specialist distributor of a wide range of commercial and residential property finance products, renowned for supplying excellent service and creative, flexible solutions for its clients. Working with a range of lenders the Aria team combines years of experience, and deep expertise to cut through complexity and secure access to specialist finance through a service you can trust.

 

For the year 31 December 2025

Business review

Overview

The Group delivered a resilient and disciplined trading performance in 2025, achieving growth across lending and broking while continuing to invest in people, systems and distribution. Assets under management (“AUM”) increased 24.8% to £3.08bn, supported by originations of £1.72bn and disciplined pricing across products.

Growth was balanced between Short Term and Term lending, with increased contribution from Residential mortgages following investment in 2024.

 

Underlying EBITDA rose 19.4% to a record £63.4m, while net operating income increased to £97.4m.

The Group reported a profit before tax of £1.0m, reflecting strong underlying operating performance before shareholder financing costs, consistent with the Group’s capital structure.

 

Operating environment

Specialist mortgage markets remained active during 2025 despite elevated interest rates and subdued transaction volumes in certain segments of the property market. The Group’s diversified product suite, service-led distribution model, and prudent credit discipline supported continued momentum, with growth in both Short Term and Term lending, with early traction in Commercial mortgages following late-year launch.

 

Divisional performance

The Short Term division services retail customers using bridging finance for traditional purposes such as chain breaks and property refurbishment, and professional property investors who value bespoke structuring and rapid execution.

 

Short Term lending performed resiliently during the year, benefiting from fast decisioning, experienced underwriters and established intermediary relationships. During the year, the Group aligned Bridging and Development Finance under unified leadership, enhancing consistency across underwriting, origination and servicing.

 

Short Term AUM increased 16.8% to £1,177m, with development finance origination growing more modestly as professional developers remained selective in a challenging macro

-

economic environment. Credit quality remained strong, with no relaxation of underwriting standards.

 

All Residential lending is secured against customers’ homes with the primary purposes being purchases, remortgages, home improvements and debt consolidation.

 

The Residential first

-

charge proposition scaled in line with expectations following the investment in product capability, systems and distribution during 2024, across both originations and AUM. Term AUM increased 29.2% to £1,889m, with Buy

-

to

-

Let steady despite a challenging fiscal environment for landlords and greater emphasis on refinancing. Second charge remained selective and disciplined. Across the division, pricing discipline and underwriting standards remained consistent, with arrears and defaults stable and low.

 

N/a

The Group launched its term Commercial lending proposition in late 2025, extending our adjacency to Short Term commercial lending.

 

While still in its early stages, initial performance has been encouraging, supported by our relationship

-

led underwriting approach and seamless integration with Short Term lending, The market remains structurally underserved by mainstream lenders, aligning with the Group’s specialist proposition.

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Business review (continued)

 

Divisional performance (continued)

Aria Finance continued to grow packaged volumes and delivered specialist advice across complex residential and commercial cases.

 

The broking platform provides a valuable service to both customers seeking a more bespoke or specialist product and to brokers requiring expert packaging services. It also provides strategic insight into the wider market, providing intelligence that helps to develop the lending proposition.

 

Credit quality

Credit performance remained consistently strong. Actual realised losses were £0.3m (2024: £0.2m). The Group’s impairment allowance stood at £6.9m (2024: £4.7m), equating to a stable expected credit loss (“ECL”) coverage ratio of 0.3% (2024: 0.3%).

 

Arrears and defaults remained low across all portfolios, reflecting disciplined underwriting, proactive servicing and resilient collateral positions.

 

Funding, liquidity and interest rate management

A key strategic objective is to maintain diversified financing with long duration. In line with this strategy, during 2025 the Group expanded and extended two financing facilities, entered into two new term warehouse facilities, and executed two public securitisations during the year.

 

Treasury continued to manage interest rate risk through hedging of fixed

-

rate mortgage exposures, supporting margin stability. The Group maintained significant excess liquidity throughout the year, supporting ongoing loan book growth and operational resilience.

 

People, systems and operating platform

The Group opened a new office in Manchester to strengthen regional coverage and support growth in Commercial mortgages. A new People Director was appointed to reinforce focus on colleague engagement, development and retention.

 

Technology investment accelerated during the year, including continued development of the in

-

house origination platform and enhanced data capabilities, supporting scalability, operational efficiency and regulatory compliance.

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Financial review

 

Financial performance

The Group successfully navigated a more competitive environment during 2025, delivering growth across both Short Term and Term lending while maintaining disciplined margin management. Net interest margin remained stable at 4.1% (2024: 4.1%) reflecting disciplined product pricing, active interest rate risk management and a consistent approach to funding and hedging, despite continued investment in new products, people and systems.

 

Revenue increased 18.3% to £211.9m (2024: £179.1m), driven primarily by loan book growth and increased interest income.

 

Underlying EBITDA reached record levels in 2025 at £63.4m (2024: £53.1m). Profit before taxation was £1.0m (2024: loss of £10.7m), after deducting finance costs, including the interest expense on shareholder loan notes of £35.5m (2024: £34.0m) and preference shares of £5.8m (2024: £5.3m).

 

The cost-to-income ratio improved to 33.8% (2024: 34.6%), reflecting operating leverage as revenue growth outpaced cost increases, discipline despite investment in the new Commercial mortgage product and technology.

 

 

The key performance indicators in relation to the Group’s financial performance are:

 

 

The Alternative performance measures appendix sets out how these performance measures are calculated.

 

Enra performed strongly during 2025 with underlying EBITDA up 19.4% on 2024.

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Financial review (continued)

 

Financial performance (continued)

Net operating income increased to £97.4m (2024: £78.4m), reflecting the continued growth in interest and fee-earning assets, disciplined pricing and stable funding costs.

 

Net interest margin remained within strategic targets across individual products, although the increasing proportion of lower-margin Term lending continues to exert downward pressure at the Group level, consistent with strategic expectations.

 

Underlying EBITDA is stated after an investment of £0.9m in the launch of our Commercial mortgage product (2024: investment in Residential mortgage product £1.7m). These investments are expensed as incurred and are expected to support future earnings growth as the propositions scale.

 

Consistent and steady growth in Group’s net interest income, net operating income and underlying EBITDA, with continued investment in new products to support strategic ambitions of diversified

 

Administrative expenses increased in line with business growth and continued investment in people, systems and new products. Cost discipline remains an operational priority, with targeted investment designed to support scalable growth whilst maintaining a stable cost-to-income ratio at 33.8% (2024: 34.6%).

 

Underlying EBITDA reached record levels in 2025 at £63.4m (2024: £53.1m).

EBITDA growth reflects increased net interest income, disciplined operating costs and continued low credit losses.

 

Profit before taxation improved to £1.0m (2024: loss of £10.7m) primarily reflecting higher underlying EBITDA, partially offset by finance costs, including the non-cash paid interest expense on shareholder loan notes of £35.5m (2024: £34.0m) and preference shares of £5.8m (2024: £5.3m). Excluding interest on shareholder debt and preference shares the profit before taxation increased 47.9% to £42.3m (2024 £28.6m).

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Financial review (continued)

 

Financial position

The results for the year are summarised below:

 

 

 

The key performance indicators in relation to the Group’s financial position are:

 

The Alternative performance measures appendix sets out how these performance measures are calculated.

Gross loans and advances to customers increased by 29.8% in 2025 (2024: 24.7%) to £2,263.9m, reflecting strong origination activity across both Short Term and Term lending. Loans managed off-balance sheet grew by 13.7% (2024: 10.4%) to £0.63bn (2024: £0.55bn), supporting capital efficiency while maintaining consistent underwriting standards.

 

The Group continues to take a disciplined approach to growth, focusing upon growth only where both risk and economic returns meet its hurdle rates. Actual realised credit losses remained low at £0.3m (2024: £0.2m) reflecting disciplined underwriting, proactive servicing and strong collateral performance. The Group recognised impairment allowances of £6.9m at December 2025 (December 2024: £4.7m), equating to an expected credit loss coverage ratio of 0.3% (2024: 0.3%), which remained stable year on year despite loan book growth.

 

The Group’s borrowings increased to £2.6bn (2024: £2.1bn),

reflecting the expansion of the loan book and increased utilisation of warehouse and securitisation funding. Funding diversification and maturity profile continued to strengthen during the year.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Financial review (continued)

 

Financial position (continued)

The Group maintained appropriate liquidity headroom to support ongoing growth and operational resilience. Capitalised investment in internally developed software increased to £2.8m (2024: £2.3m), reflecting accelerated delivery of the in

-

house origination platform and supporting infrastructure.

On the balance sheet date, the Group’s liabilities exceeded its assets by £59.0m (2024: £38.4m). The Group has significant finance in place from shareholders, in the form of shareholder loan notes and accrued interest totaling £268.1m (2024: £317.6m), and preference shares of £55.1m (2024: £49.3m), which are not repayable until 2030. Shareholder funds, defined as equity together with shareholder loan notes and preference shares (including interest accrued), decreased by £64.3m during the year to £264.2m (2024: £328.5m). This reduction reflects the Group’s continued generation of surplus capital, which enabled the repayment of £85.0m of shareholder loan notes during the year. No dividends were paid or proposed in respect of the period.

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Increasing Loan

Pool Diversification

 

Group AUM by product*

*Includes off-balance sheet

 

Strategy to diversify participation into longer duration Term and Commercial mortgage

products developing in line with plan.

 

On-balance sheet lending: Controlled LTV levels together with focus on affordability limited credit losses to £0.3m (2024: £0.2m).

 

Close attention to credit is at the heart of our underwriting

 

Over 82% of lending has an LTV <=75%

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Outlook

The Group enters 2026 from a position of financial and operational strength, supported by continued momentum in originations and AUM and a disciplined approach to pricing, credit and liquidity management.

 

Over the medium term, specialist mortgage markets are likely to remain resilient, driven by ongoing demand from property investors, refinancers and homeowners underserved by mainstream lenders. In this environment, the Group will continue to prioritise sustainable risk

-

adjusted returns, maintaining its methodical approach to product pricing and underwriting, and competing through expertise, service quality and portfolio diversification, rather than price alone.

 

Growth in Term Lending, and the newly launched Commercial division is expected to contribute increasingly to the Group’s earnings and AUM mix, as the investments made over 2024 and 2025 in product development, people and distribution mature. The Residential mortgage proposition continues to scale, supporting deeper penetration of owner

-

occupier and specialist borrowing segments while maintaining conservative credit standards.

 

The Group will also maintain a strong focus on management of liquidity following the extension of warehouse capacity and duration during 2025. Ongoing management of liquidity, interest rate risk and minimum product pricing, underpinned by oversight from ALCo, will remain central to supporting growth while protecting margins and balance-sheet resilience.

 

Investments in technology, systems and data capabilities, including the in

-

house origination platform and enhancements to servicing infrastructure, will continue to be progressed in a controlled manner, supporting improved scalability, operational efficiency, enhanced data insight and consistent customer outcomes. Continued investment in people and capability development will further support sustainable growth and operational resilience.

 

The Group continues to monitor macro-economic and geopolitical developments, including the recent escalation in hostilities between the United States and Iran, which may influence funding markets, interest rates and customer behaviour, and incorporates stress assumptions within its planning and risk management processes. The immediate impact is more volatile and higher interest rates, which have the potential, if sustained, to impact customer requirements for finance. However the Group benefits from a diversified product set and has experience successfully navigating similar environments whilst continuing to grow.

 

While recognising the potential for macro-economic volatility, the Group remains confident in its ability to adapt through disciplined risk management, a diversified funding platform, and an experienced management team.

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Overview of ESG Governance

Environmental, Social, and Governance (ESG) principles remain embedded within the Group’s operations, and we remain committed to serving the interests of our broader stakeholder community, including our employees, our customers, and the environment. Our continuing commitment to ESG reflects our dedication to responsible business practices, transparency, and ethical governance.

 

The Board has overall responsibility for ESG, with the Chief Operating Officer the individual responsible for the ESG strategy and its operation through 2025. The Group recruited a Chief People Officer midway through 2025 who will assume responsibility for ESG matters from 2026 onwards.

 

During 2025 our individual ESG sub-committees covering Diversity, Charity, Environment, and Colleague Engagement have delivered a range of activities under the guidance of our ESG committee. The sub-committees continue to drive broad engagement with the ESG agenda across all levels of the Group with colleagues directly involved in planning and delivering ESG activities.

 

ESG strategy

The Group’s ESG Strategy continues to focus on five distinct pillars:

 

Colleagues

Our colleagues enable the Group to meet (or exceed) our commercial and strategic objectives, including our ESG strategy. The Board is committed to maintaining an inclusive, supportive, and high-performance culture within which our colleagues can excel. Looking after our people is at the heart of what we do, and we firmly believe that contented, motivated colleagues will deliver long-term success for our business.

 

Customers

The Group’s long-term success depends on its delivering value to its customers and wider stakeholders. We aim to supply great customer service as a form of competitive advantage. Treating customers fairly is a central strategic focus, both because it is the right thing to do, and because it is a primary objective of the Group’s regulator, the Financial Conduct Authority.

 

Community

The Board recognises that businesses have a moral responsibility to engage positively with the wider community. The Group partners with at least one nominated charity each year, with a range of fundraising activities undertaken in support. In addition, the Group actively seeks direct engagement with local community groups with the aim of making a positive impact in the area around the office.

 

Governance

Sound governance is central to the delivery of our strategy and long-term success. It is also essential under the regulatory regime within which the Group operates. The Group is controlled through a documented Governance Framework, which incorporates clear delineation of managerial responsibilities, documented terms of reference for key committees, and a standardised risk management framework.

 

Environment

The Group is committed to minimising the impact of its activities on the environment. the Group will continue to make efforts to minimise energy consumption and reduce waste to lessen the environmental impact of the Group.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

ESG strategy (continued)

Our corporate values continue to be represented through the “CREDIT” value framework.

 

Our values deliberately place primary emphasis on Customers, and the Group continues to seek competitive advantage through delivering a higher level of service than our competitors to ensure our customers can access well-designed financial products that offer fair value, as well as appropriate support throughout the origination and servicing lifecycle. As planned, Throughout 2025 we delivered continuous improvements to Consumer Duty management information – which is transmitted to relevant governance committees in line with our governance framework, and we expect further work on this through 2026 as we continue to refine our approach in this area. We continue also to pay close attention to customers exhibiting signs of vulnerability with bespoke training delivered to our colleagues in the Servicing department.

 

The volume of complaints, and their root-cause themes, continue to be a useful barometer of the quality of the Group’s customer interactions. During 2025 we experienced a slight uptick in overall complaints volume. Part of this is attributable to growth in the absolute number of customers we serve, however we also saw the complaints per 1,000 increase slightly from 10.5 (2024) to 14.8 (2025). Whilst a very small increase, it is still a trend we aim to arrest quickly. Analysis has already been conducted into root-causes, and a notable driver was operational constraints within the broader mortgage journey, and in particular our conveyancing partners, which arose due to the rapid growth in our Residential mortgage proposition. We have taken measures to address capacity constraints and we would hope complaints will moderate over 2026. More encouragingly we continue to see very low rates of referral of complaints to the FOS, and particularly low rates of referred complaints being upheld, the upheld rate fell from 25.0% (2024) to 16.7% (2025). We continue to seek customer feedback proactively across all business lines through the Feefo platform with scores remaining in line with last year. We have also increased our reactive engagement with customers leaving reviews across a range of other internet channels to ensure that we are recognizing feedback across as broad a spectrum as possible and acting upon it to improve our business.

 

The ESG Strategy continues to place great emphasis on colleague attraction, engagement, training & development, and retention. Testament to this is the investments made in our People Team in 2025 with the addition of both a Chief People Officer (CPO) to lead the team as well as an internal recruitment resource to give us more direct control over our resource pipeline to power further growth. The CPO has a number of strategic objectives across the employee lifecycle in 2026, but the key focus is on reducing recruitment timelines and costs, improving colleague engagement and retention, and developing a more structured training framework for the firm. Colleague engagement across the Group remains high with positive responses in the annual survey and an engagement score broadly in line with previous years (77% in 2025 vs. 78% in 2024).

 

We remain committed to building and maintaining a diverse workforce We are signatories to the Women-in-Finance charter and remain committed to reducing the gender pay gap further through retaining female colleagues in the upper quartiles of the group and recruiting when turnover permits. Over the last five years our gender pay gap has reduced steadily from 34% (2020) down to 25% (2025). Our ethnic diversity remains ahead of the local area, at year-end 2025 40% of our colleagues were non-white versus 29% in the Watford area (2021 census). The Remuneration Committee monitor both diversity and gender pay as part of the annual review process.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

ESG strategy (continued)

The Group’s Charity Committee has grown in scope through 2025 with additional charity partners added, the introduction of a dedicated additional volunteering day to our benefits package to enable colleagues to deliver value in the community, and continuing support for our main charity partners (Motor Neurone Disease Association and Spread a Smile).

 

As in previous years our colleagues have attended Spread a Smile events as helpers, packed Easter Eggs, wrapped Christmas presents and involved themselves in a range of other good causes. We have also continued to work closely with local suppliers throughout the year, deepening relationships with a local foodbank combining donations of leftover food from catering events, with proactive donations of necessary goods from colleagues. We remain committed to generating a positive impact on our local community with a series of further initiatives planned for 2026.

 

As part of the Group’s responsible lending practices, climate

-

related factors are incorporated into the underwriting process alongside traditional credit, valuation and collateral assessments. The underwriting teams consider environmental risks that may affect the long

-

term viability, value and resilience of the secured property, including exposure to flood zones, coastal erosion, severe weather patterns and other climate

-

related impacts. These factors form part of the Group’s broader risk assessment framework and are integrated into the decision

-

making process to ensure that lending decisions remain prudent, sustainable and aligned with the Group’s long

-

term risk appetite. This reflects the Board’s recognition of climate risk as one of several emerging risks considered within the overall risk management framework.

 

In 2025 the Group’s has continued to reduce its carbon footprint through working closely with the landlord of our head-office building in Watford. We remain committed to exploring opportunities for further improvements although we are nearing the limits of what is possible to refine within the context of a simple, UK-domiciled, office-based organisation. The next ESOS audit, planned in 2026, will provide further direction on possible avenues for improvement.

 

In 2025 the Group also expanded into Manchester with an 8-desk serviced office rental in Q3 2025. This is excluded from the ESG statistics below given its small scale, the short exposure through the year, and the lack of data available in a serviced-office context. In 2026 we expect to expand our footprint in Manchester and this will be accounted for in the forthcoming ESOS audit as well as SECR reporting from 2026 onwards.

 

Progress continues to be positive with our overall energy consumption trending downwards despite an increase in employees over the course of 2025. Our TCO2e metric has fallen again both in absolute terms and as measured by the intensity ratio (total emissions per FTE).

 

As the table below shows, we reduced emissions in the year. This was primarily driven a reduction in electricity consumption through a concerted campaign to power down the office overnight, aided by a shift to laptop computers for all colleagues resulting in no computers left in the office. Grey fleet emissions increased slightly due to an increase in sales headcount, we intend to monitor this ongoing and explore the feasibility of an electric fleet solution.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

ESG strategy (continued)

The Group has taken guidance from the UK Government Environmental Reporting Guidelines (March 2019), the GHG Reporting Protocol - Corporate Standard, and from the UK Government GHG Conversion Factors for Company Reporting document for calculating carbon emissions. Energy usage information (gas and electricity) has been obtained directly from our energy suppliers and half-hourly (HH) data, where applicable, for the HH supplies (there was no estimation profiling required). Transport mileage data was obtained from expense claims submitted for the grey fleet. CO2e emissions were calculated using the appropriate emission factors from the UK Government GHG conversion information.

 

 

The directors of the Company present this statement in accordance with Section 172(1) of the Companies Act 2006, which sets out the duty of directors to promote the success of the Company for the benefit of its members as a whole. In doing so, the directors must have regard to a broad range of stakeholder, environmental and governance considerations. This statement explains how the directors have discharged those duties during the year ended 31 December 2025.

 

The long

-

term success of the Group underpins all Board decisions. The directors continued to focus on building a sustainable, diversified business. Key long

-

term developments during the year included the launch of the Group’s Commercial division, ongoing growth in assets under management, particularly in Residential lending, and continued investment in internal technology platforms and scalable processes.

 

Strategic discussions held throughout the year considered projected financial performance, funding diversification, credit risk, capital requirements and operational resilience in order to ensure that decisions taken were aligned to the long

-

term interests of the business.

 

The directors recognise the significant contribution of colleagues to the success of the Group. During 2025, the Group strengthened its people leadership structure through the appointment of a new Chief People Officer and continued to invest in training, development and internal mobility opportunities. Employee engagement remained high, supported by the Group’s values and various employee

-

led committees covering colleague engagement, diversity and inclusion, charity and environmental initiatives. The Board received regular updates on culture, talent development, workforce insights and Consumer Duty training to ensure that people

-

related decisions reflected the interests and well

-

being of employees.

 

Maintaining strong, transparent relationships with customers, suppliers, funding partners and other stakeholders remained a priority during the year. Customer outcomes continued to be monitored through enhanced Consumer Duty reporting, complaint analysis and product governance oversight. The Group recorded a low Financial Ombudsman Service uphold rate and maintained strong customer satisfaction. Engagement with suppliers and partners, including technology providers, conveyancers and brokers, was supported through regular performance reviews and third

-

party risk management. The Group also strengthened relationships with lenders and funding counterparties through two successful public securitisations and increased warehouse capacity, ensuring diversified and sustainable funding.

 

The directors consider the wider societal and environmental impact of the Group’s activities. During the year, the Group expanded its charitable initiatives through employee volunteering and long

-

term partnerships with charitable organisations.

 

Environmental management continued to focus on reducing energy consumption, promoting responsible use of office space and preparing for the next ESOS audit. Despite increased headcount, the Group achieved reductions in key environmental metrics, reflecting ongoing commitment to operational efficiency and sustainability.

 

High standards of business conduct remain central to the Group’s strategy and governance. The Group operated within a robust governance framework supported by the three lines of defence model, with oversight from the Board, Audit and Risk Committee and a range of specialist management committees. The directors oversaw the maintenance of strong credit discipline, with very low credit losses, and ensured that all lending, servicing and product governance frameworks remained aligned to regulatory expectations, including the Financial Conduct Authority’s Consumer Duty. Regular compliance monitoring, horizon scanning and risk assessment supported the Group’s reputation for responsible and transparent business practices.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

The directors are committed to ensuring fair treatment of all shareholders. Decisions relating to capital structure, funding and investment were taken with consideration for their implications across all classes of shareholder. During the year, the Group repaid £85 million of shareholder loan notes with lower cost long term debt, improving the long

-

term capital position. No dividends were declared, reflecting the Board’s prudent assessment of economic conditions and the Group’s strategic funding priorities. The Board continues to ensure that all shareholders receive clear reporting and fair consideration in the decision

-

making process.

 

Section 172 considerations form an integral part of Board governance. Board agendas include regular reviews of stakeholder matters, employee insights, customer outcomes, funding and liquidity, risk management and ESG developments. Significant decisions taken during the year included the investment in technology, expansion of funding facilities, launch of new lending products and enhancements to risk and compliance frameworks. In each case, the Board assessed long

-

term implications and stakeholder impacts to ensure full alignment with statutory duties.

 

The directors believe that the actions taken throughout 2025 demonstrate their commitment to promoting the long

-

term sustainable success of the Company and to acting responsibly, transparently and with regard for the interests of all stakeholders.

 

This Section 172(1) statement forms part of the Strategic Report and was approved by the Board of Directors on 30 April 2026.

 

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

 

Ms. E Gestetner

Director

30 April 2026

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

In delivering its strategy, Enra faces a range of risks arising from its activities and operating environment. These risks are managed through an enterprise wide risk management framework that supports the identification, assessment, mitigation, oversight and reporting of risk across the business. The framework is proportionate to the size, complexity, and nature of Enra’s operations and is designed to adapt to changes in market conditions and the wider external environment. It establishes clear structures, responsibilities, and governance arrangements to ensure risks are managed in a consistent, transparent, and effective manner.

 

Enra operates a risk governance framework aligned to its size and strategic priorities, based on the three lines of defence model. Risk ownership resides within the business, supported by second line independent oversight from the Compliance and Risk function, third line independent oversight from the internal audit function and strong leadership from the Board. This structure promotes transparency, accountability, and informed risk-taking.

 

Strategic decisions

 

Risk oversight, escalation to Board

Analysis of aggregated risks

Board level (tier 1) KRI’s

Business level (tier 2) KRI limit / trigger breaches

Results from CMP and Risk

Assurance reviews

Material risk incidents

Aggregated business level risks

All risk events

Action plan progress

Risk trends and escalation

Emerging risks

Results from independent assurance reviews

Incident reporting, business level (tier 2) KRI’s, RCSA inputs and updates, control failures, emerging risks

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Enra’s approach to risk management is underpinned by a set of clear principles that guide how we identify, assess, manage, and monitor risks across the business, these are summarised below:

 

We operate within a clearly defined risk appetite, which is embedded within our processes and aligned with our strategic objectives. This ensures that risk management supports effective decision-making while enabling the business to pursue its goals in a controlled and sustainable manner.

We apply a structured and systematic approach to risk management, ensuring that risks are identified, assessed, managed, and monitored consistently across the organisation. Our framework is proportionate and tailored to our culture, and to the nature, scale, and complexity of our operations.

Our risk management processes are inclusive and involve relevant stakeholders, ensuring that material risks are appropriately considered in decision-making. We recognise that risk management is a dynamic and iterative process and adapt our approach in response to changes in the internal and external environment, emerging risks, and areas of uncertainty

We make risk management decisions using the best available information, while acknowledging that uncertainty is inherent in business activities.

We recognise that effective risk management depends significantly on the behaviours and actions of our people. We promote a strong risk-aware culture that emphasises ethical conduct, transparency, and open communication, supported by appropriate training, clear accountability, and adaptability.

We are committed to the continuous improvement of our risk management framework through ongoing monitoring, learning from experience, and the enhancement of our processes over time.

 

 

Enra believes that a strong risk culture is one in which the behaviours and actions of our people are aligned with our strategy, values, policies, and procedures, and where risks are taken in an informed, responsible, and proportionate manner. Enra fosters a strong and effective risk culture across the business through the following:

 

Leadership Commitment: Our senior management demonstrates a clear commitment to effective risk management and promotes a positive and proactive approach to risk, while ensuring compliance with all applicable laws, regulations, and internal standards.

Openness and Transparency: We promote openness and transparency in the identification, escalation, and reporting of risks, incidents, and near-misses. We encourage risk reporting without fear of blame, with a focus on learning from events and preventing recurrence.

Training and Development: We are committed to ensuring that individuals responsible for managing risks are appropriately trained and equipped with the knowledge and tools required to identify, assess, manage, and mitigate risks effectively. This includes initial training for new risk owners and annual refresher training to maintain awareness of current risk management practices and regulatory expectations.

Risk Ownership and Accountability: We empower risk owners to take accountability for the risks within their areas of responsibility, including through risk and control self-assessments, which enhance risk awareness and strengthen ownership of controls.

Appropriate Risk-Taking: Appropriate risk-taking is recognised through our performance and appraisal processes, ensuring that our core values are embedded within our approach to risk management.

Values and Conduct: Our values and code of conduct underpin our culture and support alignment between performance, risk, and reward, helping to ensure that good customer outcomes are consistently delivered.

 

Enra recognises that the acceptance of risk is an inherent part of conducting business and is necessary to support the delivery of its strategic objectives. Our risk appetite sets out the nature and level of risk that we are prepared to accept, manage, or avoid in the pursuit of those objectives.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Risk appetite is articulated through formal Risk Appetite Statements for each principal risk. These statements define the purpose and relevance of the risk, describe key exposures, and set out the appetite, limits, and tolerances within which the business operates. They also summarise the key controls and governance arrangements in place to manage each risk.

 

Risk appetite is expressed using a combination of qualitative indicators, such as risk posture descriptors, and quantitative measures, including defined thresholds and limits. Responsibility for the oversight of risk appetite sits with the boards of each subsidiary, typically through their Audit and Risk Committees, with Group-level oversight applied where appropriate.

 

Risk appetite is reviewed on a regular basis to ensure it remains appropriate in light of changing market conditions, strategic developments, and Enra’s evolving risk capacity.

 

Enra is exposed to a range of risks in pursuit of its objectives. These risks are captured within the Group’s risk universe, which is structured across two levels. All level 1 and level 2 risks are clearly defined to ensure a consistent approach to risk identification, assessment, and management across the business. Risk appetite is specifically set for principal risks (level 1).

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Principal risks are those that could have the greatest impact on Enra’s ability to achieve its strategic objectives and maintain operational resilience. These risks are subject to ongoing monitoring, are overseen at a senior level, and are managed through robust mitigation strategies applied across the business. The principal risk categories set out below have been identified as part of Enra’s Enterprise Risk Management framework. They are clearly defined to promote a shared understanding and consistent approach to risk management across the organisation.

 

Strategic risk is the risk of failing to achieve objectives that affect the long-term interests of stakeholders, or an inability to adapt to the external environment. This includes ensuring that the proposition, products, and services remain relevant, embedding appropriate governance, prioritising change, and managing external partnerships effectively. agreed description.

 

Exposures

Enra is exposed to a range of risks that could affect its ability to achieve its strategic objectives. These include the potential for ineffective or inefficient implementation of the agreed strategy, misalignment in business planning that could result in a loss of corporate direction, and shortcomings in the application of the Enterprise Risk Management framework, including risk mitigation, allocation of responsibilities, and the three lines of defence model. The business also recognises the risk of not meeting the expectations of current or future investors and stakeholders, the impact of increased competition or disruptive market entrants on its competitive advantage and distributor relationships, and reputational risks arising in one part of the business that could affect the wider Group. Additional risks include unforeseen market, operational, regulatory, or financial challenges and insufficient strategic resource planning.

Risk Mitigating and monitoring

Enra mitigates strategic risk through a structured and proactive approach to planning, monitoring, and governance. This includes an annual strategy day and a five-year budgeting cycle, which together provide a framework for setting long-term objectives and allocating resources effectively. In addition, the Board reviews the Group’s performance and market developments on a monthly basis, with Product Managing Directors invited to present updates at least annually, ensuring that the Board is fully informed of business performance and market trends.

 

The business also maintains a formal succession plan, which is regularly reviewed and monitored by the Board to ensure continuity of leadership and the ongoing capability to deliver its strategic objectives. These processes collectively support informed decision-making, reinforce corporate direction, and help Enra manage potential threats to its long-term success.

 

Credit risk is the risk that borrowers are unable or unwilling to meet their financial obligations in accordance with agreed terms.

 

Exposures

The firm is exposed to a broad range of credit risks across its underwriting, and portfolio management functions. These risks stem from the possibility that borrowers may be unable or unwilling to meet their financial obligations in accordance with agreed terms, leading to financial loss and possible operational disruption, and reputational harm.

 

Maintaining high credit quality is essential to support the Group’s financing objectives. A decline in credit performance may impair the firm’s ability to access capital markets, resulting in increased funding costs, reduced liquidity, and difficulty securing future financing. Additionally, deteriorating credit quality can lead to higher regulatory capital requirements, further constraining the firm’s financial flexibility. Effective credit risk management is therefore critical to sustaining financial resilience and funding capacity.

 

The recent escalation of conflict between the United States and Iran has increased global economic and market volatility, particularly through higher energy prices, supply

-

chain disruption and reduced GDP growth expectations in major economies. These conditions heighten credit risk by weakening borrower affordability, while broader financial markets have shown increased stress and declining confidence following the outbreak of the conflict. Although the Group has no direct exposure to the region, the potential indirect impact on UK borrowers, through higher inflation and interest rates, increased operating costs and tighter financial conditions, is monitored within the Group’s credit risk assessment and stress

-

testing processes.

See note 29 for additional details.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

Risk Mitigating and monitoring

Enra undertakes a comprehensive range of actions to manage and mitigate credit risk across its lending activities. Key measures include regular loan book performance reviews, responsible lending policies and procedures which consider affordability, loan to value and repayment strategies across all product groups, and the use of stress testing and scenario analysis to estimate potential impairment losses.

 

The firm applies a robust governance framework, including mandate structures, concentration limits on on

-

balance-sheet exposures, and a Credit Committee. Operational safeguards include anti-fraud systems, insurance coverage, and ongoing monitoring of surveyor reports to assess construction risk.

 

Enra also ensures strong expertise and oversight within its lending processes, through staff training, a verified panel of valuers and internal valuation oversight. Additional controls include key risk indicators (KRIs), quality assurance reviews within the first line of defence, and independent re

-

underwrite audits.

 

These measures collectively provide a structured, multi-layered approach to credit risk management, ensuring risks are identified, monitored, and mitigated in line with the Enra’s credit risk appetite.

 

Liquidity risk is the risk that the firm does not have sufficient financial resources to meet its commitments as they fall due or is unable to fund operations or its business growth aspirations or can do so only at excessive cost.

 

Exposures

The firm is exposed to significant liquidity risks across various areas of its business, including funding operations, managing cash flow, and maintaining financial flexibility. These risks arise from potential imbalances between liquid assets and liabilities, challenges in maintaining sufficient liquidity to support ongoing lending activities, operational expenses, and repayment obligations. The firm’s exposure also includes reliance on timely access to affordable and diversified funding sources, as well as the need for robust planning and liquidity risk management to ensure the continued availability of funding under both normal and stressed conditions.

 

The Group manages its cash and borrowing to meet its working capital requirements, maximise interest income and minimise interest expense as effectively as possible. Debt facilities are maintained to facilitate the growth of the Group’s loan book. See note 29 for additional details.

 

Risk Mitigating and monitoring

Liquidity risk is managed in line with the firm’s Liquidity Risk Policy, which sets out key principles, limits, and governance for maintaining adequate liquidity. Oversight is provided by the Asset and Liability Committee (ALCo) and Audit and Risk Committee (ARC), which regularly reviews liquidity positions, forecasts, funding plans, and stress testing results to ensure alignment with risk appetite and business strategy. Controls set out in the liquidity policy include liquidity buffers, forecasting, diversification of funding sources, stress testing and contingency planning to ensure resilience under normal and stressed conditions.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Interest rate risk is the risk of adverse movements in the overall level of interest rates. It arises from mismatches in the timing of repricing of assets and liabilities. It includes the risks arising from imperfect hedging of exposures and the risk of customer behaviour driven by interest rates.

 

Exposures

Enra is exposed to interest rate risk through a number of channels that may affect earnings, funding costs, balance sheet structure, and the effectiveness of hedging activities. The principal sources of exposure include differences in the timing of interest rate resets between assets and liabilities, which can create volatility in income or funding costs, as well as residual risk where hedging does not fully align with underlying exposures.

 

Changes in interest rates can also influence customer behaviour, including the timing of loan repayments and refinancing activity. These behaviours may affect expected cash flows and reduce the predictability of income, with potential implications for hedging effectiveness. In addition, the business is exposed to pipeline risk where forecasted mortgage volumes, conversion rates, or completion timings differ from expectations, potentially resulting in hedging costs being incurred without the corresponding assets.

 

Enra is also subject to basis risk where funding costs linked to SONIA may not move in line with income generated from assets linked to base rate or standard variable rates.

 

The business actively manages these exposures through robust governance, stress testing and scenario analysis, disciplined pipeline management, and prudent hedging strategy, supporting financial stability and sustainable performance. See note 29 for additional details.

 

Risk Mitigating and monitoring

The business operates a range of controls to manage interest rate and market risks and to ensure that exposures remain within its approved risk appetite. These controls are embedded within the Group’s financial management and governance framework and are subject to regular oversight.

 

Key measures include a defined hedging strategy to manage exposure to interest rate movements, alongside robust modelling of customer behaviours such as prepayments, early redemptions, and loan conversions. These models are regularly reviewed and benchmarked against both internal experience and external market data to ensure their ongoing accuracy and relevance.

 

Enra also maintains strong pipeline management controls to monitor future lending volumes and funding requirements. Interest rate risk is assessed through detailed modelling and scenario analysis, enabling the business to understand the potential impact of changes in market conditions and to take timely mitigating actions where required.

 

Oversight of these risks is provided through regular reporting to the Asset and Liability Committee (ALCo) and the Audit and Risk Committee, ensuring that exposures, assumptions, and mitigation strategies are subject to appropriate challenge and governance.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Capital risk is the risk that the firm’s capital becomes insufficient to operate effectively, including meeting minimum regulatory requirements and supporting the firm’s strategic goals.

 

Exposures

A capital risk event arises when the firm has insufficient capital resources to support its strategic objectives and plans, and to meet both regulatory and external stakeholder requirements and expectations. This could arise due to a depletion of the firm’s capital resources as a result of the crystallisation of any of the risks to which it is exposed, or through a significant increase in risk weighted assets as a result of rule changes or economic deterioration. Alternatively, a shortage of capital could arise from an increase in the minimum requirements for capital. The firm’s capital management approach is focused on maintaining sufficient and appropriate capital resources across all regulated levels of its structure in order to prevent such exposures while optimising value for shareholders. See note 29 for additional details.

 

Risk Mitigating and monitoring

The business undertakes a range of measures to support prudent capital management and ensure ongoing compliance with regulatory requirements. Capital adequacy is assessed annually through a formal planning process, which evaluates capital requirements against minimum regulatory standards and includes stress scenario analysis to assess the firm’s ability to maintain adequate capital under adverse conditions. This assessment is complemented by a forward-looking view of capital needs, reflecting Enra’s strategic plans and projected growth.

 

Annual capital plans are reviewed and approved by the Board, with any potential capital shortfalls identified and addressed through appropriate management actions. Capital adequacy is monitored on an ongoing basis through regular calculation and review of risk-weighted assets, ensuring that sufficient capital buffers are maintained.

 

Dividend distributions are subject to Board approval and are considered in the context of the firm’s overall capital position and financial strength. In addition, capital stress testing is undertaken as part of the annual budgeting process, including scenarios reflecting economic downturns and increased credit losses. Senior management and the Board receive regular reporting on capital adequacy, liquidity, and risk exposures, providing effective oversight and supporting timely and informed decision-making.

 

Model risk is the potential for adverse consequences from model errors or the inappropriate use of modelled outputs to inform business decisions.

 

Exposures

The firms increasing use of models to inform key business decisions as well as the increasing complexity of models invariably increases the firms' potential exposure to model risk. Inadequate or flawed design and implementation, and inappropriate use of models could lead to adverse consequences that pose risks to the safety and soundness of firms and overall financial stability.

 

Risk Mitigating and monitoring

Enra maintains a robust framework to manage model risk, with clear Board-approved governance and executive oversight by the CFO. A central model inventory, supported by risk-based tiering, ensures the firm prioritises high-risk models for validation and monitoring. Annual independent reviews, periodic assumption checks, and a formal process for post-model adjustments provide additional assurance. Controls over model access, recovery times, and contingency plans further support the resilience and reliability of the firm’s models.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Operational risk is the risk of business disruption, and/or losses, resulting from inadequate or failed internal processes, people, systems, or from external events.

 

Exposures

The business’s key operational exposures include the risk of breakdowns in operational processes, controls, or procedures particularly as the business grows in scale and complexity. The business is also exposed to financial control weaknesses, which may lead to misstatements, inefficiencies, or poor decision-making due to inadequate systems or the improper application of accounting policies. A further risk arises from delays or deficiencies in the production of timely, accurate, and insightful management information, which may impair the business’s ability to monitor risks or make sound strategic decisions.

 

The business also faces exposure from people-related risks, including the inability to attract, retain, or effectively manage skilled and competent employees. This includes challenges such as resourcing gaps in key areas, high turnover, insufficient training, or poor talent management, all of which can weaken operational capability and compliance oversight. The business is also vulnerable to internal and external fraud, including misconduct, theft, falsification of records, or fraudulent activity by third parties.

 

There is also a heightened exposure to key person risk, where the loss of individuals in senior or specialist roles could significantly impact the business's income or ability to operate. Given the reliance on counterparties and critical third-party suppliers, the business remains exposed to weaknesses in its supply chain, including inappropriate onboarding, insufficient oversight, non-compliance, or over-dependence on a single provider as well as risks arising from the use of third-party systems and technology platforms, including performance issues, service availability, cybersecurity vulnerabilities, and inadequate resilience or recovery capabilities.

 

In addition, the business is exposed to information security risks stemming from inadequate data protection, human error, or misconduct, which may result in unauthorised access to or misuse of sensitive information. Lastly, the business faces exposure to change control failures, particularly in the execution of non-technology-related changes, where ineffective planning or governance may lead to delays, increased costs, or poor-quality outcomes.

 

Climate and sustainability

-

related risks are recognised as emerging risk factors within the Group’s operational risk framework. These risks arise from the potential impact that environmental change, shifting sustainability expectations and increasing regulatory focus may have on the Group’s operations, systems, supplier relationships and credit activities. They include both physical risks, such as more frequent severe weather events that may affect the condition or value of secured properties, and transition risks, such as evolving environmental standards, customer expectations and regulatory requirements relating to climate impact disclosures.

 

While climate risk is not currently considered a principal standalone risk for the Group, it is integrated into existing operational risk assessments and control processes. This includes consideration of climate

-

related factors within underwriting assessments, property valuations and due diligence, as well as regular horizon

-

scanning to ensure the Group can respond to developing regulatory expectations and market practices. The Board and management committees continue to monitor climate and sustainability

-

related developments to ensure that the Group’s operations, lending practices and risk management remain resilient and aligned with the Group’s long

-

term strategic objectives.

 

 

Risk Mitigating and monitoring

Enra manages operational risk through a combination of governance, controls, and resilience measures. Management committees, including ExCo and key business area forums, oversee and continuously monitor operational risks. Risk and control self-assessments empower risk owners to understand and manage risks within their areas of accountability.

 

Operational resilience is supported by a comprehensive business continuity framework, including disaster recovery plans for all business units, regularly tested to ensure effectiveness. Policies and procedures are maintained centrally to communicate management expectations, covering operational integrity, risk management, compliance, information security, and human resources. Standard operating procedures, staff training, and competence programs ensure employees can identify, manage, and mitigate operational risks effectively. A structured incident management process captures and addresses unexpected deviations, identifying root causes, mitigating impact, and preventing recurrence, supporting continuous improvement in operational resilience.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Technology risk is the risk of disruption to a business service or process due to an internal IT asset or service becoming unavailable or due to malicious activity (including a cyber-attack). The risk to business objectives or future growth trajectory by failing to ensure that system requirements are aligned and fit for purpose.

 

Exposures

The business is exposed to a range of technology-related risks that could impact operational resilience, customer trust, regulatory compliance, and the delivery of strategic objectives. These risks include cyber and information security threats, system availability and scalability challenges, and risks associated with the delivery of technology change.

 

Cyber and information security risks arise from the potential for unauthorised access to systems or data, which could result in data loss, financial or regulatory penalties, and reputational damage. The availability and performance of critical systems are also essential to the effective operation of the business, and service disruption or insufficient system scalability could lead to operational inefficiencies, customer dissatisfaction, or revenue impacts.

 

In addition, the business faces technology change risk associated with the delivery of system enhancements and transformation initiatives. Failure to deliver these initiatives to the required standard, within agreed timeframes or budgets, could adversely affect operational performance and strategic execution.

 

Risk Mitigating and monitoring

The firm maintains a mature and layered control environment designed to mitigate the above exposures. While it recognises that certain risks, particularly cyber threats, cannot be fully eliminated, it is committed to reducing their likelihood and impact through a combination of technical, procedural, and strategic measures. Key elements of the firm’s control framework include:

 

Continuous monitoring of agreed limits and triggers through automated dashboards and regular audits. If a risk trigger is activated, an immediate incident response is initiated, and escalation procedures are followed to ensure the risk remains within defined limits.

Preventative and detective controls such as secure network architecture, penetration testing, and 24/7 SOC monitoring

Governance and policy frameworks including formal information security policies, access controls, and structured software development practices

Operational resilience measures such as recovery planning, infrastructure scalability, and incident response protocols

Human-centric controls including cyber awareness training, role-based access, and physical security safeguards

Risk transfer mechanisms such as cyber insurance and contractual liability provisions with third-party providers

 

Conduct risk is the risk that the firm’s culture, business activities, behaviours and actions result in poor outcomes and detriment for customers and/or damage to consumer trust and integrity of the markets in which it operates.

 

Exposures

The business faces significant conduct risks, which affect all aspects of its operations from its distribution, sales activity, underwriting, customer service, collections activity, complaint handling, use of third-party suppliers and its brokering and advising activities and all types of customers.

 

The introduction of the FCA’s Consumer Duty regulation has increased expectations in relation to customer outcomes, including how the business demonstrates, monitors and measures them.

 

There is a considerable focus from the regulator on the treatment of customers in financial difficulty and those with characteristics of vulnerability, to ensure good outcomes, and the business continues to apply significant focus on its treatment of all customers in these areas. While unregulated commercial products fall outside the scope of consumer regulation, poor practices or outcomes in this area can still significantly damage consumer trust and undermine the integrity of the markets in which the business operates.

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

Risk Mitigating and monitoring

The business undertakes a range of mitigating actions to manage conduct risk and has established a conduct risk policy that sets out how this risk is managed across the business.

 

Enra fosters a strong risk-aware culture underpinned by clear values and ethical standards. Governance structures ensure accountability for customer outcomes, with oversight of product design, staff behaviour, and business practices. Quality assurance, monitoring frameworks, and management information provide ongoing visibility, enabling the business to identify issues promptly and maintain high standards of conduct and customer care.

 

Compliance risk is the risk of failure to identify, assess, correctly interpret, comply with, or manage regulatory and/or legal requirements, including ineffective legal documentation.

 

Exposures

The firm recognises the critical importance of adhering to a broad range of legal and regulatory requirements, ensuring compliance with all relevant laws and regulations. This includes, but is not limited to, the risk of failing to detect, understand, or comply with Financial Conduct Authority (FCA) regulations, data protection laws (such as GDPR), financial crime prevention regulations (including anti-money laundering, terrorist financing, bribery and corruption, and fraud prevention), health and safety standards, employment practices laws, and other legal obligations like contractual performance and liability breaches.

 

Non-compliance with these laws and regulations exposes the firm to significant legal, financial, and reputational risks, including penalties, litigation, and operational disruptions. The firm must maintain robust systems and controls to detect and address potential compliance gaps, proactively managing legal risks across all business areas, from financial crime prevention to employment practices and corporate governance.

 

 

Risk Mitigating and monitoring

The business undertakes a range of mitigating actions to manage compliance risks comprising:

 

Horizon scanning to determine new legislation and regulation the business is subject to

Policies for the prevention of financial crime, data protection adherence and employment practices and health and safety policies are contained in the employee handbook

Mandatory compliance training which incorporates all nature of compliance risks including, prevention of financial crime, data protection, health and safety, employment practices, key FCA regulatory requirements

Quality assurance frameworks that evaluate areas of the business that pose the highest compliance risks

Appointed solicitors providing legal advice and counsel in respect of loan documentation and other contractual obligations

HR consultants providing advice on HR and H&S matters

 

During the year, the business also focused on preparing for the forthcoming “failure to prevent fraud” offence introduced under the Economic Crime and Corporate Transparency Act 2023. This has increased emphasis on fraud risk assessment, prevention controls, staff training, and oversight of third parties. These actions further strengthen the firm’s financial crime framework and support compliance with evolving regulatory expectations.

 

Enra adopts a proactive and forward-looking approach to identifying and monitoring emerging risks that could impact its strategic and operational objectives. This enables the business to remain resilient, respond effectively to change, and support informed decision-making in an evolving external environment. As part of this approach, Enra regularly assesses emerging risks across a number of key areas, including climate and environmental risk. This includes consideration of physical climate risks, as well as risks arising from economic, regulatory, and transition-related developments, which may affect Enra’s operations, counterparties, and long-term strategic position.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

The Group’s governance model clearly delineates the responsibilities of the Board, Independent Chairperson and Subsidiary Boards. The governance model is supported by a Risk Management Framework that deploys a detailed and considered methodology to govern the major risks faced by the business. Both the governance model & the risk management framework are well-documented and reviewed annually.

 

The Internal Audit function is outsourced and reports to the ARC. Internal Audit provides quarterly updates to the ARC on any findings from audit reviews and related actions. During the year, the internal auditors have undertaken four (2024: four) reviews in accordance with a risk-based internal audit programme.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Remuneration & Appointment Committee (RemCo)

The Remuneration & Appointment Committee is Chaired by the Group’s Non-Executive Chairperson, Mr. P Prebensen. Its members include Mr. R Monahan, Mr. E Buggea, 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. The Committee also oversees any discretionary payments across the Group with all incentive schemes approved by both Subsidiary Boards and the Head of Compliance.

 

Audit and 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, 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 the risk function within the group. Key Responsibilities are set out below:

 

Primary responsibility for making recommendations to the Board in relation to the appointment, re-appointment, removal, or selection of the external auditor.

Meeting with the external auditor before the start of each annual audit to consider the nature and scope of the audit and to satisfy itself that the overall work plan is appropriate.

Monitoring the integrity of the financial statements, ensuring that the Group & its subsidiaries’ accounting policies are both appropriate and compliant and that taken as a whole, accounts are fair, balanced, and understandable.

Review and monitor management’s responsiveness to the external auditor’s findings and recommendations and review any audit representation letters.

Oversight of internal audit function and approval of the plan.

 

Review and provide oversight of the Group Companies internal controls, including but not limited to financial controls, and the Group Companies risk management system. This will include receiving reports from management on the effectiveness of these systems and the conclusions of any internal or external testing undertaken.

Consider the level of assurance it has received on these systems, and whether it is sufficient to help the Board satisfy itself that they are operating appropriately.

Oversight of risk register to ensure that the Group’s risk remains within overall risk appetite.

Monitor the level of complaints and operational losses.

Monitor assurance with company policies and ensure adherence to external codes of conduct and regulations.

Review any compliance risks escalated from Subsidiary Board meetings.

Monitor liquidity levels and interest rate risks and any matters escalated from ALCo.

Monitor credit risk and credit analytics

 

The ARC will review the arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in relation to financial reporting and other matters. ARC’s objective being to ensure that arrangements are in place to ensure an effective and proportionate investigation of any such incidents.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Subsidiary Boards

Each Subsidiary Board has a responsibility for setting its culture, values, and business plans to show how they intend to achieve the TopCo Board’s Strategy and objectives, and to ensure the necessary resources are in place. The Subsidiary Boards delegates responsibility for oversight of risk to the ARC. The Subsidiary Boards also have a general duty to ensure that each Subsidiary operates within its relevant laws, rules and guidance issued by relevant regulatory authorities. Each Subsidiary Board’s role is to safeguard the interests of its customers.

 

 

CEO

The CEO is responsible for the day-to-day running of the Group. The CEO is also responsible for setting up an appropriate structure that will provide adequate oversight of the risks and management performance of each part of the business. The CEO leads the Executive Directors and senior managers and is responsible for the operational management of the Group on behalf of the respective Boards on a day-to-day basis.

 

 

Management Committees

The business has continued to evolve the operation of management committees with the enhancement and consolidation of existing product governance within a new Product Governance Committee. Management committees are not formal sub-committees of the Board, although reports on their activities are given to the Board and Board Committees by Executive Directors.

 

The management committees in operation through the year included:

Executive Committee (ExCo)

Asset & Liability Committee (ALCo)

Product Governance Committee (PGC)

Credit Committee

Servicing Committee

Compliance Risk Forum

Management Meeting

 

ExCo

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 for the senior management team.

 

ALCo

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.

 

PGC

The purpose of the PGC is to provide oversight and governance of the products and services offered by the Group to ensure that all products and services comply with applicable regulations and that they deliver an appropriate commercial outcome for the Group. 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.

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Management Committees (continued)

 

Credit Committee

The Credit Committee oversees and manages the Credit Risk appetite of all lending divisions across the Group to ensure the Group acts 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.

 

Credit Committee

The Credit Committee oversees and manages the Credit Risk appetite of all lending divisions across the Group to ensure the Group acts 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.

 

Servicing Committee

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 portfolio performance, risk management and servicing policy.

 

Compliance Risk Forum

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 Meeting

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.

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

Principal activities

The principal activity of the Company is that of a holding company. The Group’s trading operations are undertaken via its wholly owned subsidiary, Enra Specialist Finance Limited, and its subsidiaries (“Enra Specialist Finance” or “Enra” or “Enra Group”). The principal activities of the Enra Group are the distribution and provision of specialist finance services.

 

The Company is a private company limited by shares and is incorporated and domiciled in England, UK. The address of its registered office is C/O Enra Specialist Finance, The Edward Hyde Building, 38 Clarendon Road, Watford, Hertfordshire, WD17 1JW.

 

The directors of the Company who were in office during the year and up to the date of signing the financial statements were:

 

Mr. R Monahan

Mr P Prebensen

Mr M Preston

Mr. D Waters

Ms E Gestetner

Mr S Hogg

Mr. E Buggea

 

For the year 31 December 2025

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Going Concern

The Directors have undertaken a Going Concern assessment, including a review of geopolitical uncertainty and continued stresses that customers are facing from higher interest rates and inflation. 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 the business will be able to meet its liabilities as they fall due over the coming year. Further details of this assessment are set out in Note 2.3 to the financial statements.

 

As a result, the Directors are satisfied that the Group and the Company have adequate resources to continue to operate as a going concern for a period of at least 12 months from the date of this report and have prepared the financial statements on that basis.

 

Statement of Directors’ Responsibilities in Respect of the Financial Statements

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

Directors’ confirmations

 

Matters Covered in the Strategic Report

 

Directors’ indemnities

 

Post balance sheet events

The Directors have evaluated subsequent events from the date of the financial statements through to the date the financial statements were signed.

 

In April 2026, the Group completed its eighth public securitisation, Elstree 2026-1 MIX PLC, securitising a portfolio of first and second charge mortgage loans originated by West One Secured Loans Limited, a wholly owned subsidiary of the Group. In April the Group also called the Elstree Funding No. 3 PLC securitisation.

 

Independent Auditors

The independent auditors, PricewaterhouseCoopers LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

 

Approval of directors’ report

This report and the accompanying financial statements were approved by the board and signed on its behalf.

 

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

5.

Audit report and financial statements

 

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

Opinion

 

We have audited the financial statements, included within the Annual Report, which comprise:

 

the Consolidated Statement of Financial Position as at 31 December 2025;

the Company Statement of Financial Position as at 31 December 2025;

the Consolidated Statement of Comprehensive Income for the year then ended;

the Consolidated Statement of Changes in Equity for the year then ended;

the Company Statement of Changes in Equity for the year then ended;

the Consolidated Statement of Cash Flows for the year then ended; and

the notes to the financial statements, comprising material accounting policy information and other explanatory information.

 

Basis for opinion

 

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 group's and the parent 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 group's and the parent 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.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

Reporting on other information

 

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 2025 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 group and parent company and their 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

 

Use of this report

 

 

Companies Act 2006 exception reporting

 

Christopher Dalton (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

All results derive from continuing operations.

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

The notes on pages 60 to 112 form an integral part of these financial statements.

 

The financial statements on pages 54 to 112 were approved and authorised for issue by the board and were signed on its behalf:

 

 

 

Company Registration No. 13938905

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025

 

 

 

The notes on pages 60 to 112 form an integral part of these financial statements.

 

The financial statements on pages 54 to 112 were approved and authorised for issue by the board and were signed on its behalf:

 

 

 

Company Registration No. 13938905

 

ECLIPSE TOPCO LIMITED For the year 31 December 2025