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Registered number: 07636270









BOATS.COM EUROPE LTD









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
BOATS.COM EUROPE LTD
 
 
COMPANY INFORMATION


Directors
Antonino De Sapio 
Patrick Kolek 




Company secretary
Antonino De Sapio



Registered number
07636270



Registered office
C/O Yachtworld International Limited Ground Floor, Lakeside North Harbour
Western Road Building 1000

Portsmouth

Hampshire

PO6 3EZ




Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors

Savannah House

3 Ocean Way

Southampton

SO14 3TJ





 
BOATS.COM EUROPE LTD
 

CONTENTS



Page(s)
Directors' Report
1 - 2
Statement of Directors' Responsibilities in respect of the Financial Statements
3
Independent Auditors' Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 20


 
BOATS.COM EUROPE LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors present their report and the audited financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company throughout the year was the provision of internet based services to boat builders, brokers and end users. 

Results and dividends

The profit for the year, after taxation, amounted to £85,519 (2024 - loss £309).

No dividends were paid or proposed during the year (2024: £nil).

Directors

The Directors who served during the year were:

Antonino De Sapio
Patrick Kolek


Principal risks and uncertainties

The company may be impacted by customer credit risk, effects arising from price risk and liquidity risk. The majority of services sold by the company are provided by its own resources or are purchased from related parties. Where services are bought in the costs of these are recharged to customers.  Credit risk management follows normal best practice and includes varying levels of credit assessments according to customer size and active credit performance management through key performance indicators such as days’ sales outstanding.  Price risk is managed by formal contract approval processes and active operational management. 

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.

The company aims to mitigate liquidity risk by managing cash generation by its operations, for example through applying cash collection targets throughout the company. The company also manages liquidity risk through its participation in the in-house banking  arrangements of the parent group, including the unsecured loan from the parent company. In the event such support were withdrawn, alternative financial instruments would be sought, but that risk has been minimised by obtaining the assurances referred to in the Going Concern section below. 

The company has no external debt but has borrowings from group companies which bears interest at a rate linked to SONIA. As a result, any significant increase in interest rates will negatively impact the company's profitability as the borrowings from group companies bear interest linked to SONIA. Interest rate risk is managed by the ultimate parent company for the group as a whole and as such no hedging or other mitigation is applied at the individual company level.  

The directors are not aware of any other pending significant financial risks.

Future developments

The directors plan for the company to continue to trade as it has done, with no significant future developments to report.

Page 1

 
BOATS.COM EUROPE LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

In the case of each director in office at the date the Directors’ report is approved:
 
∙so far as the Director is aware, there is no relevant audit information of which the company's auditors are unaware, and

∙they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

Going concern

Notwithstanding net current liabilities at the balance sheet date, the Financial Statements have been prepared on a going concern basis.  The Directors have considered the working capital cycle of the business and recognise the need for ongoing support from their intermediate parent company,  Boats Group Holdings, Inc. Having made enquiries, their intermediate parent company has confirmed in writing their willingness to continue to provide such financial support to the company as necessary to enable it to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these financial statements.

Directors' insurance and indemnities

Throughout the year the company has maintained Directors’ and officers’ liability insurance for the benefit of the company, the Directors and its officers. The company has entered into qualifying third party indemnity arrangements for the benefit of all its Directors in a form and scope which comply with the requirements of the Companies Act 2006 and which were in force throughout the year and remain in force. 

Independent Auditors

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

Small companies note

In preparing the Director's Report, the Directors have taken advantage of the small companies exemptions provided by s415A of the Companies Act 2006, and no Strategic Report has been prepared under the exemption provided by s414B.

The financial statements on pages 8 to 20 and this report were approved by the board and signed on its behalf.
 





Patrick Kolek
Director

Date: 21 September 2026

Page 2

 
BOATS.COM EUROPE LTD
 
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing the Directors' Report and the audited financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A, and applicable law). 

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  In preparing these audited financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙state whether applicable United Kingdom Accounting Standards, comprising FRS 102 Section 1A have been followed, subject to any material departures disclosed and explained in the financial statements;

∙make judgements and accounting estimates that are reasonable and prudent; and

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

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

Directors’ confirmations


In the case of each director in office at the date the directors’ report is approved:
• so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

Page 3

 
BOATS.COM EUROPE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOATS.COM EUROPE LTD
 

Report on the audit of the financial statements
 
Opinion


In our opinion, Boats.com Europe Ltd's financial statements:


∙give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" Section 1A, and applicable law); and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


We have audited the financial statements, included within the Directors' Report and Financial Statements (the "Annual Report"), which comprise:
∙the Balance Sheet as at 31 December 2025;
∙the Statement of Changes in Equity as at 31 December 2025;
∙the Statement of Comprehensive Income for the year then ended; and
∙the notes to the financial statements which include a description of the significant accounting policies.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.


Conclusions relating to going concern




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

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

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
BOATS.COM EUROPE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOATS.COM EUROPE LTD (CONTINUED)


Reporting on other information



The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

With respect to the Directors' Report, we also considered whether the disclosures required by the Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

 

Directors' Report
 
In our opinion, based on the work undertaken in the course of the audit, the information given in 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 company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' Report.


Responsibilities for the financial statements and the audit
 

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors' Responsibilities in respect of the Financial Statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
 
Page 5

 
BOATS.COM EUROPE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOATS.COM EUROPE LTD (CONTINUED)


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
 

Auditors’ responsibilities for the audit of the financial statements

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
 
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to consumer rights regulation and anti bribery and corruption legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase profit. Audit procedures performed by the engagement team included:
 
∙Enquiries of the directors and management to identify any instances of non-compliance including consideration of known or suspected instances of fraud;
∙Review of meeting minutes, and where applicable, correspondence with relevant regulatory authorities;
∙Identifying and testing journal entries, in particular journal entries posted with unusual account combinations or posted by senior management; and
∙Incorporating elements of unpredictability into the audit procedures performed.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.


Page 6

 
BOATS.COM EUROPE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOATS.COM EUROPE LTD (CONTINUED)



 

Use of this report

This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.


Other required reporting


Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙we have not obtained all the information and explanations we require for our audit; or
∙adequate accounting records have not been kept by the company or returns adequate for our audit have not been received from branches not visited by us; or
∙the company's financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made.

We have no exceptions to report arising from this responsibility.

Entitlement to exemptions

Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: prepare financial statements in accordance with the small companies regime; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.





Sophie Pearce (Senior Statutory Auditor)
  
for and on behalf of
PricewaterhouseCoopers LLP
 
Chartered Accountants and Statutory Auditors
  
Southampton

21 September 2026
Page 7

 
BOATS.COM EUROPE LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
205,175
156,348

Gross profit
  
205,175
156,348

Administrative expenses
  
(6,786)
(46,454)

Operating profit
 5 
198,389
109,894

Interest payable and similar expenses
 8 
(112,870)
(110,203)

Profit/(loss) before tax
  
85,519
(309)

Profit/(loss) for the financial year
  
85,519
(309)

Other comprehensive income/(expense) for the year
  

Total comprehensive income/(expense) for the year
  
85,519
(309)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 11 to 20 form part of these financial statements.

Page 8

 
BOATS.COM EUROPE LTD
REGISTERED NUMBER: 07636270

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2025
2024
2024
Note
£
£
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 10 
66
743

Cash at bank and in hand
 11 
86,688
120,133

  
86,754
120,876

Creditors: amounts falling due within one year
 12 
(2,611,302)
(2,730,943)

Net current liabilities
  
 
 
(2,524,548)
 
 
(2,610,067)

Total assets less current liabilities
  
(2,524,548)
(2,610,067)

  

Net liabilities
  
(2,524,548)
(2,610,067)


Capital and reserves
  

Called up share capital 
 14 
100
100

Capital contribution reserve
 15 
378,313
378,313

Accumulated losses
  
(2,902,961)
(2,988,480)

Total equity
  
(2,524,548)
(2,610,067)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 September 2026.




Patrick Kolek
Director

The notes on pages 11 to 20 form part of these financial statements.

Page 9

 
BOATS.COM EUROPE LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Capital contribution reserve
Accumulated profit/(losses)
Total equity

£
£
£
£


At 1 January 2024
100
378,313
(2,988,171)
(2,609,758)


Comprehensive expense for the year

Loss for the year
-
-
(309)
(309)
Total comprehensive expense for the year
-
-
(309)
(309)


Total transactions with owners
-
-
-
-



At 31 December 2024
100
378,313
(2,988,480)
(2,610,067)


Comprehensive income for the year

Profit for the year
-
-
85,519
85,519
Total comprehensive income for the year
-
-
85,519
85,519


At 31 December 2025
100
378,313
(2,902,961)
(2,524,548)


The notes on pages 11 to 20 form part of these financial statements.

Page 10

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The company provides internet based services to boat builders and brokers to market their goods and services to end users.  Boats.com Europe Ltd is a private company limited by shares incorporated, registered and domiciled in the United Kingdom, registration number 07636270.  The registered office is Ground Floor, Lakeside North Harbour,Western Road Building 1000 Portsmouth PO6 3EZ.

The ultimate controlling party of the company is Bimini Holding LP. The smallest group to consolidate these financial statements is Boats Group Purchaser, Inc, and the ultimate parent undertaking, and the largest group to consolidate these financial statements is Bimini Holding LP.  Copies of the consolidated financial statements are available from 1221 Brickell Ave, Miami FL 33131, USA. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared on a going concern basis under the historical cost
convention, in accordance with the Companies Act 2006 and applicable accounting standards in the
United Kingdom.

The company has taken advantage of disclosure exemptions in preparing these financial statements, as permitted by FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A.

The ultimate controlling party of the company is Bimini Holding LP. The smallest group to consolidate
these financial statements is Boats Group Purchaser, Inc, and the ultimate parent undertaking, and
the largest group to consolidate these financial statements is Bimini Holding LP. Copies of the
consolidated financial statements are available from 1221 Brickell Ave, Miami FL 33131, USA.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The Directors have considered the working capital cycle of the business and recognise the need for ongoing support from their intermediate parent company, Boats Group Holdings, Inc.  Having made enquiries, their parent company have confirmed in writing their willingness to continue to provide such financial support to the company as necessary  to enable it to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these financial statements.

The company therefore continues to adopt the going concern basis in preparing its financial statements. 

Page 11

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.  All gains and losses on translation and from the settlement of transactions are included in the profit and loss account.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.4

Revenue recognition

The company recognises revenue from the provision of internet based services to boat builders, brokers and end users. Revenue is measured based on the consideration specified in a contract with a customer and is first recognised when a customer obtains control of the services, and will be recognised evenly over the service period. Revenue is stated net of discounts, rebates, refunds and value-added tax, and amounts received in advance of the customer contract service period are carried forward as deferred income, which is included in creditors.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Debtors

Trade and other debtors and amounts owed from other group companies are recognised initially at transaction price less attributable transaction costs.  

Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument. 

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment.  If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate.  The impairment loss is recognised in the profit or loss.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 12

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. 

 
2.8

Creditors

Trade and other creditors and amounts owed to other group companies are recognised initially at transaction price plus attributable transaction costs. 

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.9

Financial instruments


The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Balance Sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.



  
2.10

Related party transactions

The group discloses transactions with related parties which are not wholly owned within the group.  Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.

Page 13

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.11

Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period.  Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

Current or deferred taxation assets and liabilities are not discounted.

i) Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years.  Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

ii) Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of  income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Deferred tax is recognised on all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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

  
2.12

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

  
2.13

Capital contribution

Capital contributions received are recognised as an increase in equity.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS102 requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the company's accounting policies.        
        
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.  Given the straightforward nature of the company, the directors do not consider there to be any critical accounting estimates or judgements.

Page 14

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Turnover

Turnover represents the amounts derived from the provision of services which fall within the company's ordinary activities, stated net of discounts, rebates, refunds and value-added tax; and is analysed as follows:

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
97,838
131,531

Rest of Europe
81,755
23,508

Rest of the world
25,582
1,309

205,175
156,348



5.


Operating profit

The operating profit is stated after (crediting)/charging:

2025
2024
£
£

Exchange differences
(33,217)
2,849


6.


Auditors' remuneration

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


2025
2024
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
22,712
22,050

Page 15

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Employees

2025
2024
£
£




Wages and salaries
8,981
5,586

Social security costs
811
-

Cost of defined contribution scheme
165
-

9,957
5,586


None of the directors received any remuneration during the year (2024: none) in respect of their services to this company, on the basis that their services to this company are considered incidental to their services to the wider group. No amounts were paid in respect of any retirement benefits (2024: none).  There were no other key management personnel other than the board of directors for the year.

The company does not employ any staff (2024: None). All staff costs are borne by a related company, YachtWorld International Limited, and recharged to this company by a management recharge as shown above.

The average monthly number of employees, including directors, during the year was 2 (2024 - 2).


8.


Interest payable and similar expenses

2025
2024
£
£


Interest payable to group undertakings
112,870
110,203

112,870
110,203


9.


Tax on profit/(loss)


2025
2024
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on profit/(loss)
-
-
Page 16

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
9.Tax on profit/(loss) (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit/(loss) before tax
85,519
(309)


Profit/(loss) before tax multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
21,380
(77)

Effects of:


Utilisation of tax losses
(21,380)
-

Group relief
-
77

Total tax charge for the year
-
-



At 31 December 2025 the company had an unrecognised deferred tax asset at 25% of £252,841 (2024: unrecognised at 25% of  £283,587).  The unrecognised deferred tax asset comprises trading losses of £998,415 (2024: £1,033,265) and other temporary differences of £3,237 (2024: £101,085).

As the losses can only be utilised in the company and cannot be surrendered to group undertakings, the asset has not been recognised due to uncertainty over the timing of eventual crystallisation.

The Company is exempt from the detailed disclosures regarding Pillar Two income taxes as it is a subsidiary included in the consolidated financial statements of Bimini Group Purchaser, Inc.  The Group has reviewed its exposure to global minimum top-up tax (Pillar Two legislation) and has confirmed that it is not in scope as globally revenues are below the threshold.


10.


Debtors: amounts falling due within one year

2025
2024
£
£


Trade debtors
-
743

Other debtors
66
-

66
743


Page 17

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Cash at bank and in hand

2025
2024
£
£

Cash at bank and in hand
86,688
120,133

86,688
120,133




12.


Creditors: Amounts falling due within one year

2025
2024
£
£

Amounts owed to group undertakings
2,583,713
2,700,566

Other taxation and social security
-
1,837

Accruals and deferred income
27,589
28,540

2,611,302
2,730,943


Amounts owed to group undertakings are repayable on demand, unsecured and interest is charged at a rate of 4% plus SONIA in 2024 & 2023.


13.
Financial instruments 

Financial assets that are debt instruments measured at amortised cost


2025
2024

£
£


Trade debtors
-
744

Other debtors
66
-


66
744
Page 18

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.Financial instruments  (continued)


Financial liabilities

Financial liabilities measured at amortised cost


2025
2024

£
£


Accruals 
27,589
28,540

Amounts owed to group companies
2,583,713
2,700,567


2,611,302
2,729,107

The company has no interest rate derivative financial instruments (2024: none).



14.


Called up Share capital

2025
2024
£
£
Authorised, allotted, called up and fully paid



100 (2024 - 100) Ordinary shares of £1.00 each
100
100



15.
Capital contribution reserve


2025
2024

£
£


Capital contributions received
378,313
378,313


378,313
378,313


16.


Related party transactions

The company has taken advantage of the exemptions in FRS 102 from disclosing transactions with other companies that are wholly owned within the group.  There were no other related party transactions in the year.

Page 19

 
BOATS.COM EUROPE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Controlling party

The immediate parent undertaking is Boats Group, LLC. 

The ultimate controlling party of the company is Bimini Holding LP. The smallest group to consolidate these financial statements is Boats Group Purchaser, Inc, and the ultimate parent undertaking, and the largest group to consolidate these financial statements is Bimini Holding LP.  Copies of the consolidated financial statements are available from 1221 Brickell Ave, Miami Florida 33131, U.S.A.. 

Page 20