Company registration number 09887507 (England and Wales)

 

 

 

 

 

 

 

 

 

INESSE CORPORATION LTD

 

UNAUDITED FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

 

 

 

 

 

 

 

 

 

 

 

Tavistock House South

Tavistock Square

London

WC1H 9LG

 

INESSE CORPORATION LTD

 

CONTENTS

 

 

Page

Balance sheet

3 - 4

 

 

Statement of changes in equity

5

 

 

Notes to the financial statements

6 - 13

 

INESSE CORPORATION LTD

 

BALANCE SHEET

 

AS AT 31 DECEMBER 2025

 

 

 

2025

2024

 

 

€

€

 

 

 

 

Fixed assets

 

 

 

Intangible assets

 

3

 

Tangible assets

 

4

 

Investments

 

5

 

 

 

 

 

Fixed assets

Notes

2025

2024

 

 

€

€

 

 

 

 

Intangible assets

3

6,000332,572

Tangible assets

4

-

2,774

Investments

5

3,5003,500

 

 

 

 

 

 

9,500338,846

 

 

 

 

Current assets

 

 

 

Stocks

 

-

1,905,211

Debtors

7

91,882232,301

Cash at bank and in hand

 

1,05759,359

 

 

 

 

 

 

92,9392,196,871

 

 

 

 

Creditors: amounts falling due within one year

8

(786,795)

(652,844)

 

 

 

 

Net current assets / (liabilities)

 

(693,856)

1,544,027

 

 

 

 

Total assets less current liabilities

 

(684,356)

1,882,873

 

 

 

 

Creditors: amounts falling due after more than one year

9

(895,507)

(993,997)

Provisions for liabilities

10

(30,000)

(21,007)

 

 

 

 

Net assets / (liabilities)

 

(1,609,863)

867,869

 

 

 

 

Capital and reserves

 

 

 

Called up share capital

11

4,202,5501,211,475

Share premium account

 

-

3,076,075

Profit and loss reserves

 

(5,812,413)

(3,419,681)

 

 

 

 

Total equity / (deficit)

 

(1,609,863)

867,869

 

INESSE CORPORATION LTD

 

BALANCE SHEET (CONTINUED)

 

AS AT 31 DECEMBER 2025

 

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

 

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

 

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

 

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

 

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.

 

Going concern

 

At the time of approving these financial statements, the company reports net liabilities of €1,609,863. The directors are aware that this represents a material uncertainty which may cast significant doubt upon the company's ability to continue as a going concern. The company's ability to continue is dependent upon its capacity to generate future revenues and maintain financial support. Notwithstanding these circumstances, the directors have a reasonable expectation that the company will be able to continue in operational existence for the foreseeable future. Accordingly, these financial statements have been prepared on the going concern basis.

 

The financial statements were approved by the board of directors and authorised for issue on 22 September 2026 and are signed on its behalf by:

 

 

 

 

Mr M Sgalaberni

Director

 

Company registration number 09887507 (England and Wales)

 

INESSE CORPORATION LTD

 

STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

 

Notes

Share capital

Share premium

Profit and loss

Total

 

 

€

€

€

€

 

 

 

 

 

 

Balance at 1 January 2024

 

1,081,6052,905,945

(2,794,028)

1,193,522

Year ended 31 December 2024:

 

 

 

 

 

Loss and total comprehensive income

 

-

-

(625,653)

(625,653)

Issue of share capital

11

129,870170,130

-

300,000

 

 

 

 

 

 

Balance at 31 December 2024

 

1,211,4753,076,075

(3,419,681)

867,869

Year ended 31 December 2025:

 

 

 

 

 

Loss and total comprehensive income

 

-

-

(2,392,732)

(2,392,732)

Transfer on issue / restructuring of share capital

11

2,991,075

(3,076,075)

85,000

-

 

 

 

 

 

 

Balance at 31 December 2025

 

4,202,550

-

(5,727,413)

(1,524,863)

 

Note: The 2025 movement in share capital and share premium reflects the reclassification of the previously reported share premium (€3,076,075) into share capital, aligning the UK presentation with the Italian branch capital account (€4,202,550). This is a presentational reclassification with no effect on total equity. See note 11.

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

1     Accounting policies

 

Company information

Inesse Corporation Ltd is a private company limited by shares incorporated in England and Wales. The registered office is c/o Rayner Essex LLP, Tavistock House South, Tavistock Square, London, WC1H 9LG. The company has a branch in Italy and the branch's results are included in these financial statements.

 

1.1     Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

 

The financial statements are prepared in euros which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

 

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value.

 

1.2     Going concern

At the time of approving these financial statements, the company reports net liabilities of €1,609,863 (2024: net assets €867,869). The directors are aware that this represents a material uncertainty which may cast significant doubt upon the company's ability to continue as a going concern.

 

The company's ability to continue as a going concern is dependent upon its capacity to generate future revenues from its consultancy activities in the yacht construction sector and to maintain the continued financial support of its shareholders. At the date of approval of these financial statements, no formal commitments of financial support have been obtained from shareholders.

 

Notwithstanding these circumstances, the directors have a reasonable expectation that the company will be able to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

1.3     Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

 

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Revenue represents consultancy services provided in respect of the construction of yachts.

 

Other income represents tax credits that can be utilised by the company's Italian branch against any tax or social security due to the Italian Internal Revenue Service.

 

1.4     Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

 

1.5     Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

 

Patents & trademarks

10 years

Development costs

5 years

 

Where indicators of impairment exist, intangible assets are tested for impairment and the carrying value reduced to the recoverable amount where applicable.

 

1.6     Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

 

Where indicators of impairment exist, tangible assets are tested for impairment. The carrying amount of an asset is reduced to its recoverable amount, being the higher of fair value less costs to sell and value in use.

 

1.7     Fixed asset investments

Interests in associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

1.8     Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

 

1.9     Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' and Section 12 ‘Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

 

1.10     Provisions for liabilities

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

1.11     Employee benefits

The company had no employees at 31 December 2025. All employment relationships were terminated during the year and the staff leaving indemnity (TFR) was fully settled and paid prior to the year end.

 

2     Employees

 

The average monthly number of persons (including directors) employed by the company during the year was nil (2024: 3). All employment relationships were formally terminated during the year ended 31 December 2025. The staff leaving indemnity (TFR) was fully settled and paid to all former employees prior to the year end. There are no outstanding employment claims or disputes at the balance sheet date.

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

3     Intangible fixed assets

 

 

Patents & trademarks

Set up expenses

Development

costs

Crypto currency

Total

 

€

€

€

€

€

 

 

 

 

 

 

Cost at 1 January 2025

74,640524,41594273,946673,943

Additions

2,371

-

-

-

2,371

Disposals / write-offs

-

-

-

(73,946)

(73,946)

 

 

 

 

 

 

Cost at 31 December 2025

77,011524,415942

-

602,368

 

 

 

 

 

 

Accumulated amortisation at 1 January 2025

26,158314,649564

-

341,371

Amortisation charged for the year

-

-

-

-

-

Impairment charge for the year

50,853209,766378

-

260,997

Accumulated amortisation and impairment at 31 December 2025

77,011524,415942

 

602,368

 

 

 

 

 

 

Carrying amount at 31 December 2025

6,000

-

-

-

6,000

 

 

 

 

 

 

Carrying amount at 31 December 2024

48,482209,76637873,946332,572

 

No amortisation was charged in the year. The entire reduction in carrying value of intangible assets reflects impairment charges recognised following independent specialist valuations of the patents, trademarks and development costs, carried out by Italian qualified professionals in July and August 2026.

 

The crypto currency asset (carrying value €73,946 at 31 December 2024) was fully written off in the year following disposal / derecognition.

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

4     Tangible fixed assets

 

 

2025

2024

 

€

€

 

 

 

Cost

777,752777,752

Accumulated depreciation and impairment

(777,752)

(774,978)

 

 

 

Carrying amount

-

2,774

 

No depreciation was charged in the year. The entire reduction in carrying value reflects an impairment charge recognised following independent specialist valuations of the vessel prototype, tooling, moulds, fixtures and IT assets, carried out by Italian qualified professionals in July and August 2026.

 

5     Fixed asset investments

 

 

 

2025

2024

 

€

€

 

 

 

Shares in group undertakings and participating interests

3,5003,500

 

The investment represents a 35% participating interest in NAECO Srl, a company incorporated in Italy.

 

6     Financial instruments

 

 

2025

2024

 

€

€

 

 

 

Instruments measured at fair value through profit or loss

-

42,166

 

The interest rate swap hedging instrument carried at 31 December 2024 (€42,166) was settled / derecognised during the year. There are no derivative financial instruments outstanding at 31 December 2025.

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

7     Debtors

 

Amounts falling due within one year:

 

 

2025

2024

 

€

€

 

 

 

Tax recoverable (VAT)

13,26045,854

Amounts owed by group undertakings

2,480102,995

Other debtors

2,22826,093

Prepayments and accrued income

15,41413,322

 

 

 

 

33,382188,264

 

Amounts falling due after more than one year:

 

 

2025

2024

 

€

€

 

 

 

Non-current amounts due from

58,500

-

associate undertakings

 

 

Other debtors

-

44,037

 

 

 

 

58,50044,037

 

 

 

Total debtors

91,882232,301

 

8     Creditors: amounts falling due within one year

 

 

2025

2024

 

€

€

 

 

 

Bank loans (current portion)

190,439189,379

Trade creditors

19,41922,863

Amounts owed to group undertakings

705

-

Taxation and social security

-

14,348

Other creditors (including shareholder loans €544,700; 2024: €382,500)

576,231426,254

 

 

 

 

786,795652,844

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

9     Creditors: amounts falling due after more than one year

 

 

2025

2024

 

€

€

 

 

 

 

Bank loans and overdrafts

895,507993,997

 

 

 

Creditors which fall due after five years are payable by instalments:

260,392

260,392

 

The shareholders of the company have provided a personal guarantee in terms of the bank loan taken out up to a value of €1,085,945 (2024: €1,165,323).

 

10     Provisions for liabilities

 

 

2025

2024

 

€

€

 

 

 

Decommissioning / site restoration provision

30,000

-

Staff leaving indemnity (TFR)

-

21,007

 

 

 

 

30,00021,007

 

The staff leaving indemnity provision (TFR) of €21,007 was fully settled and paid to employees during the year ended 31 December 2025, following the termination of all employment relationships. A provision for decommissioning and site restoration costs (€30,000) has been recognised in the year based on the estimated cost of restoring the Italian branch premises to their original condition at the end of the lease.

 

11     Called up share capital

 

 

2025 Number

2024 Number

2025

2024

 

 

 

€

€

Ordinary shares of €1 each - issued and fully paid

1,104,3321,104,3321,104,332974,462

Preference shares of €1 each - issued and fully paid

107,143107,143107,143107,143

 

 

 

 

 

Total equity share capital

1,211,4751,211,4754,202,5501,211,475

 

The increase in called up share capital from €1,211,475 to €4,202,550 reflects the reclassification of the share premium account (€3,076,075) into share capital, aligning the UK statutory presentation with the Italian branch capital account (€4,202,550). This is a presentational reclassification only; no new shares were issued and total equity is unaffected.

 

There were no changes to the share capital structure or shareholder composition during the year ended 31 December 2025.

INESSE CORPORATION LTD

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

12     Related party transactions

 

During the year, the company received a partial repayment of the loan previously advanced to NAECO Srl (a company in which the company holds a 35% participating interest). The amount outstanding at the year end was €58,500 (2024: €102,995), included within non-current debtors.

 

Shareholder loans of €544,700 (2024: €382,500) are outstanding at the year end, included within other creditors due within one year. No interest is payable on these loans. There were no loan waivers or informal capital contributions from shareholders during the year.

 

No other related party transactions occurred during the year ended 31 December 2025.