Members' Report and Financial Statements
INPLMA II (UK) LLP
INPLMA II (UK) LLP
Contents
Page
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Information |
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Members' Report |
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Statement of Comprehensive Income |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
INPLMA II (UK) LLP
Information
Designated members
INPL FGOY II LLC, Delaware number: 5898379
INPL FTS SIP LLC, Delaware number: 5898374
INPL LSS LLC, Delaware number: 5550653
INPL ML LLC, Delaware number: 5550655
INPL SC II LLC, Delaware number: 5898360
INPL SC LLC, Delaware number: 5550656
INPL SUP II LLC, Delaware number: 5898385
INPL Worden LLC, Delaware number: 5550650
LLP registered number
OC403329
Registered office
Bankers
INPLMA II (UK) LLP
Members' Report
For the year ended 31 December 2025
The members present their report together with the financial statements of INPLMA II (UK) LLP (the "LLP") for the year ended 31 December 2025.
Principal activities
The LLP was established for the purpose of investing in a fund.
The LLP qualifies as a small LLP as defined by the Companies Act 2006. The functional and presentation currency of the LLP is Euro.
Members' capital and interests
Each member's subscription to the capital of the LLP is determined by their share of the profit and is repayable following retirement from the LLP.
Details of changes in members' capital in the year ended 31 December 2025 are set out in the financial statements.
Members are remunerated from the profits of the LLP and are required to make their own provision for pensions and other benefits. Profits are allocated and divided between members after finalisation of the financial statements. Members draw a proportion of their profit shares monthly during the year in which it is made, with the balance of profits being distributed after the year, subject to the cash requirements of the business.
Designated members
The following served as members of the LLP throughout the year:
• INPL FYOG II LLC
• INPL FTS SIP LLC
• INPL LSS LLC
• INPL ML LLC
• INPL SC II LLC
• INPL SC LLC
• INPL SUP II LLC
• INPL Worden LLC
Members' responsibilities statement
Company law, as applied to LLPs, requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland'. Under company law, as applied to LLPs, the members 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 LLP and of the profit or loss of the LLP for that period.
INPLMA II (UK) LLP
Members' Report
For the year ended 31 December 2025 (continued)
Members' responsibilities statement (continued)
In preparing these financial statements, the members are required to:
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select suitable accounting policies and then apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the LLP will continue in business. |
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and enable them to ensure that the financial statements comply with the Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008. They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In preparing this report, the members have taken advantage of the small LLP's exemption provided by Part 15 of the Companies Act 2006.
This report was approved by the
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INPLMA II (UK) LLP
Statement of Comprehensive Income
For the year ended 31 December 2025
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Note |
2025 |
2024 |
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Administrative expenses |
(6,478) |
(13,049) |
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Operating loss |
( |
( |
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Loss from investments |
(58,337) |
(33,786) |
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Loss before tax |
( |
( |
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Tax on profit |
- |
- |
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Loss for the year before members' remuneration and profit shares |
( |
( |
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Loss for the year before members' remuneration and profit shares |
(64,815) |
(46,835) |
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Members remuneration charged as an expense |
- |
- |
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Loss for the year available for discretionary division among members |
(64,815) |
(46,835) |
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Total comprehensive loss for the year |
(64,815) |
(46,835) |
There were no recognised gains and losses in 2025 or 2024 other than those included in the Statement of Comprehensive Income.
All amounts relate to continuing operations.
The notes on pages 8 to 11 form part of these financial statements.
INPLMA II (UK) LLP
Registered number: OC403329
Statement of Financial Position
As at 31 December 2025
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Note |
2025
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2024 |
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Fixed assets |
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Investments |
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Current assets |
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Cash at bank and in hand |
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Total assets less current liabilities |
148,754 |
307,028 |
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Net assets attributable to members |
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Represented by: |
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Members' capital classified as equity |
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Other reserves classified as equity |
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For the year ending 31 December 2025, the LLP was entitled to exemption from audit under Section 477 of the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts & Audit) (Application of the Companies Act 2006) Regulations 2008) relating to small LLPs. The members acknowledge their responsibilities for complying with the requirements of the Companies Act 2006, with respect to accounting records and the preparation of financial statements.
The LLP's financial statements have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime and in accordance with Section 1A of FRS 1
The financial statements were approved and authorised for issue by the members and were signed on behalf of INPLMA II (UK) LLP by:
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INPLMA II (UK) LLP
Statement of Changes in Equity
For the year ended 31 December 2025
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Members' capital |
Other reserves (classified as equity) |
Total equity |
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At 1 January 2025 |
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Comprehensive income for the year |
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(Loss) for the year for discretionary division among members |
- |
(64,815) |
(64,815) |
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Total comprehensive income for the year |
- |
(64,815) |
(64,815) |
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Contributions by and distributions to members |
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Capital introduced by members |
43,851 |
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43,851 |
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Capital amounts repaid to members |
(137,310) |
- |
(137,310) |
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Total transactions with members |
(93,459) |
- |
(93,459) |
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At 31 December 2025 |
120,281 |
28,473 |
148,754 |
The notes on pages 8 to 11 form part of these financial statements.
INPLMA II (UK) LLP
Statement of Changes in Equity
For the year ended 31 December 2025 (continued)
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Members' capital (classified as equity) |
Other reserves (classified as equity) |
Total equity |
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At 1 January 2024 |
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Comprehensive income for the year |
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(Loss) for the year for discretionary division among members |
- |
( |
( |
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Total comprehensive income for the year |
- |
(46,835) |
(46,835) |
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Contributions by and distributions to members |
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Capital introduced by members |
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- |
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Capital amounts repaid to members |
(169,502) |
- |
(169,502) |
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Total transactions with members |
(131,151) |
- |
(131,151) |
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At 31 December 2024 |
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The notes on pages 8 to 11 form part of these financial statements.
INPLMA II (UK) LLP
Notes to the Financial Statements
For the year ended 31 December 2025
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General information |
INPLMA II (UK) LLP (the "LLP") is a limited liability partnership incorporated in England and Wales on 8 December 2015 under the Limited Liability Partnerships Act 2000. The LLP has a registered office address of Fourth floor, 7 Clarges Street, London, England, W1J 8AE. The LLP was incorporated for the purpose of investing in a fund. The LLP qualifies as small as defined by the Companies Act 2006. The functional and presentation currency of the LLP is Euro.
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Accounting policies |
2.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland", the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".
The financial statements are prepared on a going concern basis.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the LLP's accounting policies (see note 3).
The following principal accounting policies have been applied consistently in dealing with items which are considered material in relation to the LLP's financial statements.
2.2 Investments
Investments in unlisted shares are measured initially at the transaction price and subsequently at fair value through profit or loss where the fair value can be measured reliably.
2.3 Cash at cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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Judgements in applying accounting policies and key sources of estimation uncertainty |
The preparation of the financial statements require management to make significant judgement and estimates. The items in the financial statements where the most significant judgements and estimates have been made include the valuation of the fixed asset investment. The fixed asset investment is being carried at fair value (note 8). Fair value is determined using generally accepted valuation models and techniques (i.e discounted cash flows) that have been approved by the members. Changes in estimated fair value are recognised in profit and loss.
INPLMA II (UK) LLP
Notes to the Financial Statements
For the year ended 31 December 2025 (continued)
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Employees |
The LLP has no employees other than members who did not receive any remuneration (2024 - €Nil).
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Capital accounts |
The members make capital contributions to fund the LLP's investment activities. The members are not entitled to interest payments on these contributions.
Profit and losses shall be allocated to the members' capital accounts on a pro rata basis.
No member has the right to directly or indirectly withdraw or receive back any part of the amount standing to their credit in their capital account, other than:
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In the event that the distributable proceeds to which a member is entitled to receive is equal or greater than the portion of its capital contribution that was applied towards making the LLP's investment in respect of which the distributable proceeds have arisen, the member shall be entitled to receive back any amount standing to their credit of their capital account that represents such a portion of its capital contribution and this amount shall be debited from its capital account; |
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In a winding up; and |
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As otherwise agreed in writing. |
The members shall, on the drawing up of the LLP accounts reserve out profits, before crediting any member's accounts, such amounts as they shall determine are required to be retained in the LLP to meet anticipated liabilities and expenditure of the LLP.
Members' interests will be presented, at each year end, as equity.
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Loss from investments |
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2025
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2024
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Unrealised (loss) on investments |
(76,815) |
(45,750) |
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Realized gain on investments |
18,478 |
11,964 |
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(58,337) |
(33,786) |
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Taxation |
The LLP is transparent for tax purposes and each member will be assessed to tax on their share of the LLP's income or gains. Therefore no tax charge is included in these accounts.
INPLMA II (UK) LLP
Notes to the Financial Statements
For the year ended 31 December 2025 (continued)
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Investments |
The LLP owns an equity interest in a Series Fund which is summarised as follows:
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2025 |
2024 |
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Valuation |
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At beginning of the year |
305,368 |
482,956 |
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Return of capital |
(80,482) |
(131,838) |
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Unrealised loss |
(76,815) |
(45,750) |
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At end of year |
148,071 |
305,368 |
Investments in the Series Fund are stated at estimated fair value using generally accepted valuation models and techniques (i.e discounted cashflows) that have been approved by the members. Changes in estimated fair value are recognised in profit and loss.
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Cash and cash equivalents |
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2025 |
2024 |
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Cash at bank and in hand |
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Reconciliation of total members' interests |
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EQUITY |
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Members' capital
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Other reserves (classified as equity) |
Total equity
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Balance at 1 January 2025 |
213,740 |
93,288 |
307,028 |
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(Loss) for the year available for discretionary division among members |
- |
(64,815) |
(64,815) |
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Members' interests after loss for the year |
213,740 |
28,473 |
242,213 |
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Amounts introduced by members |
43,851 |
- |
43,851 |
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Repayment of capital |
(137,310) |
- |
(137,310) |
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Balance at 31 December 2025 |
120,281 |
28,473 |
148,754 |
INPLMA II (UK) LLP
Notes to the Financial Statements
For the year ended 31 December 2025 (continued)
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Related party transactions |
During the year ended 31 December 2025 and 2024, the LLP received no dividend income from Fortress Italian NPL Opportunities Series Fund LLC. Aside from this, the LLP had no other related party transactions.
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Controlling party |
The LLP has the following members all of which are resident in the United States of America, with registered office at c/o The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, United States of America.
(1) INPL FGOY II LLC (3.96% holding)
(2) INPL FTS SIP LLC (14.04% holding)
(3) INPL LSS LLC (8.25% holding)
(4) INPL ML LLC (28.45% holding)
(5) INPL SC II LLC (11.85% holding)
(6) INPL SC LLC (8.53% holding)
(7) INPL SUP II LLC (9.48% holding)
(8) INPL Worden LLC (15.44% holding)
INPL ML LLC, a company registered in the United States of America and the member with the largest holding, has a holding of 28.45%, but it is not in a position to exercise significant influence over the management of the LLP's affairs.