Company registration number 14146319 (England and Wales)
INFORCER LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
INFORCER LTD
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 16
INFORCER LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
1
2025
2024
Notes
$
$
$
$
Non-current assets
Property, plant and equipment
4
6,848,760
190,424
Investments
5
1
6,848,761
190,424
Current assets
Trade and other receivables
7
3,522,007
1,749,028
Cash and cash equivalents
29,486,249
7,327,762
33,008,256
9,076,790
Current liabilities
9
(1,759,550)
(539,288)
Net current assets
31,248,706
8,537,502
Total assets less current liabilities
38,097,467
8,727,926
Non-current liabilities
9
(4,894,343)
(96,624)
Net assets
33,203,124
8,631,302
Equity
Called up share capital
15
411
284
Share premium account
16
59,049,966
14,599,646
Currency translation reserve
17
(79,953)
(107)
Retained earnings
(25,767,300)
(5,968,521)
Total equity
33,203,124
8,631,302
INFORCER LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
2
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 income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 18 August 2026 and are signed on its behalf by:
Mr R R Thompson
Director
Company registration number 14146319 (England and Wales)
INFORCER LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Share capital
Share premium account
Currency translation reserve
Retained earnings
Total
Notes
$
$
$
$
$
Balance at 1 December 2024
284
14,599,646
-
(5,484,949)
9,114,981
Period ended 31 December 2024:
Loss
-
-
-
(483,572)
(483,572)
Other comprehensive income:
Currency translation differences
-
-
(107)
(107)
Total comprehensive income
-
-
(107)
(483,572)
(483,679)
Balance at 31 December 2024
284
14,599,646
(107)
(5,968,521)
8,631,302
Period ended 31 December 2025:
Loss
-
-
-
(19,798,779)
(19,798,779)
Other comprehensive income:
Currency translation differences
-
-
(79,846)
(79,846)
Total comprehensive income
-
-
(79,846)
(19,798,779)
(19,878,625)
Transactions with owners:
Issue of share capital
15
127
44,450,320
-
-
44,450,447
Balance at 31 December 2025
411
59,049,966
(79,953)
(25,767,300)
33,203,124
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
4
1
Accounting policies
Company information
Inforcer LTD is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, Explore Richmond, 18-24 (Even) Paradise Road, Richmond, TW9 1SR. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
The financial statements reflect a full year to 31 December 2025. The comparative period reflects a period of 1 month to 31 December 2024 and therefore the amounts reflected in the financial statements are not entirely comparable. The reason for the change in 2024 was to align the financial year end with the calendar year.
1.2
Basis of preparation
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in US dollars, which is the presentational currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.
Effective 1 January 2025, the Group changed its presentational currency from British Pounds (GBP) to United States Dollars (USD), while pounds sterling remains the functional currency. The Board of Directors believes this change provides more reliable and relevant information to users of the financial statements, reflecting the global nature of the Group’s expanding operations and its increased USD-denominated financing.
This change has been accounted for retrospectively as a change in accounting policy in accordance with IAS 21 and IAS 8. To give effect to this change, the comparative financial information has been restated from GBP to USD using the following procedures prescribed by IAS 21:
Assets and Liabilities: Translated at the closing exchange rate at the date of each balance sheet presented.
Income and Expenses: Translated at the exchange rates prevailing at the dates of the transactions (or at the average exchange rates for the period as a practical approximation).
Equity Components: Translated at the historical exchange rates ruling at the dates of the underlying transactions.
Translation Differences: Resulting currency translation differences are recognised directly in Other Comprehensive Income (OCI) and accumulated in the foreign currency translation reserve.
Statement of Financial Position Rates
Closing exchange rates applied to translate assets and liabilities at each reporting date:
Income Statement Rates
Weighted-average exchange rates applied to translate income, expenses, and cash flows:
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
5
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
comparative narrative information;
for financial instruments, investment property and biological assets measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and
related party disclosures for transactions with the parent or wholly owned members of the group.
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The company recognises revenue from the following major sources:
Software subscriptions
Implementation revenue
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Software subscriptions
Each subscription has a contracted term of 12 months with an additional 3 month access period for implementation for new customers.
The contract provides access to the software for the 12 or 15 month period.
The total amount of to be received for the contract is determined by subscription price multiplied by the contractual term.
Revenue is distributed proportionally across the term of which the client has access to the software.
Revenue is recorded monthly in line with the access term.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
6
Implementation revenue
Implementation revenue is charged for the initial onboarding time at the outset of a contract.
The implementation period is 90 days with a number of touch points with the client.
The transaction price is determined by the contract.
Due to the variable nature of timing and number of touch points the revenue is allocated proportionally of the 90 days.
Revenue is recognised over the implementation period.
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation 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:
Leasehold land and buildings
Straight line over the lease term
Computers
33.3% Straight line method
Motor vehicles
25% Reducing balance method
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.6
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
7
1.8
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
8
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
9
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
As lessee
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
10
The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Directors
4
3
Technical staff
9
6
Administrative
40
27
Total
53
36
3
Directors' remuneration
2025
2024
$
$
Remuneration for qualifying services
1,649,462
67,485
Company pension contributions to defined contribution schemes
22,430
1,350
1,671,892
68,835
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
$
$
Remuneration for qualifying services
442,714
22,495
Company pension contributions to defined contribution schemes
13,406
675
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
4
Property, plant and equipment
Leasehold land and buildings
Assets under construction
Computers
Motor vehicles
Total
$
$
$
$
$
Cost
At 1 January 2025
123,337
93,705
217,042
Additions
4,487,456
1,993,850
243,522
223,589
6,948,417
Disposals
(19,438)
(19,438)
At 31 December 2025
4,487,456
1,993,850
347,421
317,294
7,146,021
Accumulated depreciation and impairment
At 1 January 2025
26,618
26,618
Charge for the year
149,582
71,949
60,355
281,886
Eliminated on disposal
(11,243)
(11,243)
At 31 December 2025
149,582
87,324
60,355
297,261
Carrying amount
At 31 December 2025
4,337,874
1,993,850
260,097
256,939
6,848,760
At 31 December 2024
96,719
93,705
190,424
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2025
2024
$
$
Net values at the year end
Property
4,337,874
-
Depreciation charge for the year
Property
149,582
-
5
Investments
Current
Non-current
2025
2024
2025
2024
$
$
$
$
Investments in subsidiaries
-
-
1
-
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Investments
(Continued)
12
Movements in non-current investments
Shares in subsidiaries
$
Cost or valuation
At 1 January 2025
-
Additions
1
At 31 December 2025
1
Carrying amount
At 31 December 2025
1
At 31 December 2024
-
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Inforcer Inc
1111B S Governors Ave, STE 23816 Dover, Delaware 19904, USA
Ordinary
100.00
7
Trade and other receivables
2025
2024
$
$
Trade receivables
350,404
26,934
Provision for bad and doubtful debts
(210,480)
-
139,924
26,934
Corporation tax recoverable
331,419
179,199
VAT recoverable
321,911
87,242
Amounts owed by related parties
396,918
862,521
Other receivables
1,714,036
310,879
Prepayments and accrued income
617,799
282,253
3,522,007
1,749,028
8
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Trade receivables - credit risk
(Continued)
13
Impaired trade receivables
Movement in the allowances for impairment of trade receivables
2025
2024
$
$
Additional allowance recognised
210,480
-
Balance at 31 December 2025
210,480
-
9
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
$
$
$
$
Borrowings
10
96,517
Trade and other payables
12
1,349,923
251,186
Taxation and social security
366,157
189,277
-
-
Lease liabilities
13
43,470
2,308
4,894,343
96,624
1,759,550
539,288
4,894,343
96,624
Lease liabilities includes $323,967 (2024- $98,909) secured against the assets to which they relate.
10
Borrowings
2025
2024
$
$
Borrowings held at amortised cost:
Other loans
-
96,517
11
Fair value of financial liabilities
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
12
Trade and other payables
2025
2024
$
$
Trade payables
1,071,969
214,946
Accruals and deferred income
226,609
15,078
Other payables
51,345
21,162
1,349,923
251,186
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
13
Lease liabilities
2025
2024
Net amounts due
$
$
Within one year
43,470
2,308
After more than one year
4,894,343
96,624
4,937,813
98,932
2025
2024
Maturity analysis of future lease payments
$
$
Within one year
83,588
22,688
In two to five years
3,248,670
126,476
In over five years
3,612,402
-
Total undiscounted liabilities
6,944,660
149,164
Future finance charges and other adjustments
(2,006,847)
(50,232)
Lease liabilities in the financial statements
4,937,813
98,932
Finance lease payments represent rentals payable by the company for the building premises and motor vehicles.
Property leases are for a term of 10 years and include an initial rent free period.
Motor leases are for a period of 3 years and include purchase options at the end of the lease period. No restrictions are placed on the use of the assets.
All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
14
Retirement benefit schemes
2025
2024
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
238,611
7,441
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
15
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of 0.01p each
1,631,826
1,631,826
220
220
Series A shares of 0.01p each
742,646
474,155
100
64
Series B shares of 0.01p each
534,534
-
72
-
B Ordinary shares of 0.01p each
139,849
-
19
-
3,048,855
2,105,981
411
284
Ordinary shares carry full voting rights and are non-redeemable. The Ordinary shares are entitled to receive dividends pro rata with the Series A shares, the Series B shares and the B Ordinary shares.
Series A shares carry full voting rights and are non-redeemable. The Series A shares are entitled to receive dividends pro rata with the Ordinary shares, the Series B shares and the B Ordinary shares.
Series B shares carry full voting rights and are non-redeemable. The Series B shares are entitled to receive dividends pro rata with the Ordinary shares, the Series A shares and the B Ordinary shares.
Ordinary B shares carry full voting rights and are non-redeemable. The Ordinary B shares are entitled to receive dividends pro rata with the Ordinary shares, Series A shares and the Series B shares.
Each share class carry rights to distribution of assets on a liquidation or a return of capital.
Reconciliation of movements during the year:
Ordinary
Series A
Series B
B Ordinary
Number
Number
Number
Number
At 1 January 2025
1,631,826
474,155
-
-
Issue of fully paid shares
-
268,491
534,534
-
Issue of unpaid shares
-
-
-
139,849
At 31 December 2025
1,631,826
742,646
534,534
139,849
On 27 February 2025 268,491 Series A shares of £0.0001 par value were issued at a premium of £23.574 per share. The shares were fully paid for cash consideration.
Between 16 May 2025 and 20 May 2025 527,006 Series B shares of £0.0001 par value were issued at a premium of £50.0133 per share. The shares were fully paid for cash consideration.
Between 20 October 2025 and 12 November 2025 1,583 Series B shares of £0.0001 par value were issued at a premium of £50.0133 per share. The shares were fully paid for cash consideration.
Between 2 December 2025 and 7 January 2026 5,945 Series B shares of £0.0001 par value were issued at a premium of £50.0133 per share. The shares were fully paid for cash consideration.
On 27 November 2025 139,849 B Ordinary shares of £0.0001 were issued at par. The shares are unpaid.
The share issues in the period were to facilitate further investment in the company.
INFORCER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
16
Share premium account
2025
2024
$
$
At the beginning of the year
14,599,646
14,599,646
Issue of new shares
44,450,320
-
At the end of the year
59,049,966
14,599,646
17
Currency translation reserve
2025
2024
$
$
At the beginning of the year
(107)
-
Translation loss arising in the year
(79,846)
(107)
At the end of the year
(79,953)
(107)
18
Related party transactions
The following amounts were outstanding at the reporting end date. The amounts owed were interest free and repayable upon demand: |
2025
2024
Amounts due from related parties
$
$
Subsidiaries
396,918
862,521
2025-12-312025-01-01Mr J L DaumMr R R ThompsonMr W ConnorMr C NageleMr T R BhonslayMr T G HusseyMs E PlotnikovaMr M J KoranMs T MullingsfalsefalseCCH SoftwareiXBRL Review & Tag 2025.2141463192025-01-012025-12-31141463192025-12-31141463192024-12-3114146319core:LandBuildingscore:LeasedAssetsHeldAsLessee2025-12-3114146319core:ConstructionInProgressAssetsUnderConstruction2025-12-3114146319core:ComputerEquipment2025-12-3114146319core:MotorVehicles2025-12-3114146319core:ContinuingOperations2025-12-3114146319core:LandBuildingscore:LeasedAssetsHeldAsLessee2024-12-3114146319core:ConstructionInProgressAssetsUnderConstruction2024-12-3114146319core:ComputerEquipment2024-12-3114146319core:MotorVehicles2024-12-3114146319core:BetweenOneFiveYears2024-12-3114146319core:CurrentFinancialInstruments2025-12-3114146319core:CurrentFinancialInstruments2024-12-3114146319core:Non-currentFinancialInstruments2025-12-3114146319core:Non-currentFinancialInstruments2024-12-3114146319core:ShareCapital2025-12-3114146319core:ShareCapital2024-12-3114146319core:SharePremium2025-12-3114146319core:SharePremium2024-12-3114146319core:RetainedEarningsAccumulatedLosses2025-12-3114146319core:RetainedEarningsAccumulatedLosses2024-12-31141463192024-11-3014146319core:ShareCapitalOrdinaryShares2025-12-3114146319core:ShareCapitalOrdinaryShares2024-12-3114146319bus:Director22025-01-012025-12-3114146319core:RetainedEarningsAccumulatedLosses2024-12-012024-12-3114146319core:RetainedEarningsAccumulatedLosses2025-01-012025-12-31141463192024-12-012024-12-311414631912024-12-012024-12-311414631922025-01-012025-12-3114146319core:ShareCapital2025-01-012025-12-3114146319core:SharePremium2025-01-012025-12-3114146319core:LandBuildingscore:LeasedAssetsHeldAsLessee2024-12-3114146319core:ConstructionInProgressAssetsUnderConstruction2024-12-3114146319core:ComputerEquipment2024-12-3114146319core:MotorVehicles2024-12-31141463192024-12-3114146319core:LandBuildingscore:LeasedAssetsHeldAsLessee2025-01-012025-12-3114146319core:ConstructionInProgressAssetsUnderConstruction2025-01-012025-12-3114146319core:ComputerEquipment2025-01-012025-12-3114146319core:MotorVehicles2025-01-012025-12-3114146319core:Subsidiary12025-01-012025-12-3114146319core:Subsidiary112025-01-012025-12-3114146319core:CurrentFinancialInstrumentscore:WithinOneYear2025-12-3114146319core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3114146319core:Non-currentFinancialInstrumentscore:AfterOneYear2025-12-3114146319core:Non-currentFinancialInstrumentscore:AfterOneYear2024-12-3114146319core:AllSubsidiaries2025-12-3114146319bus:PrivateLimitedCompanyLtd2025-01-012025-12-3114146319bus:FRS1012025-01-012025-12-3114146319bus:AuditExemptWithAccountantsReport2025-01-012025-12-3114146319bus:Director12025-01-012025-12-3114146319bus:Director32025-01-012025-12-3114146319bus:Director42025-01-012025-12-3114146319bus:Director52025-01-012025-12-3114146319bus:Director62025-01-012025-12-3114146319bus:Director72025-01-012025-12-3114146319bus:Director82025-01-012025-12-3114146319bus:CompanySecretary12025-01-012025-12-3114146319bus:SmallCompaniesRegimeForAccounts2025-01-012025-12-3114146319bus:FullAccounts2025-01-012025-12-31xbrli:purexbrli:sharesiso4217:GBP