Interim Results & Notice of Investor Presentation

Narf Industries

17/11/2025 07:00

RNS Number : 6546H

Narf Industries PLC

17 November 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

17 November 2025

 

NARF INDUSTRIES PLC

 

INTERIM RESULTS AND NOTICE OF INVESTOR PRESENTATION

 

Narf Industries plc ("Narf", the "Company", or the "Group"), (LSE: NARF) the cybersecurity group specializing in high-end threat intelligence and critical infrastructure security, today announces its unaudited results for the six months ended 30 September 2025 ("HY2025"). The Company also confirms details of the forthcoming Investor Presentation.

 

HY 2025 Highlights

·    Revenue increased 74% to $2.05m (HY2024: $1.18m), reflecting continued strength in the Government Research and Development segment (GR&D) with larger contract awards including DARPA's INGOTS program (see RNS: 6 March 2025).

·    Loss for the period reduced significantly by 70% to $555,145 (HY2024 loss: $1,868,916), supported by an improved pipeline of contracted business and strong cost control.

·   Financial stability maintained, with continued reduction in overhead costs and cash at period end increased by 65% to $224,512 (HY2024: $135,725) without recourse to the CEO loan facility.

·    Ranger.ai achieved Awardable status on the US DoD's Platform One (P1) Marketplace, enabling fast-track access to federal procurement channels resulting in advanced discussions with several potential Ranger.ai clients.

·    CEO loan facility extended to July 2026, providing flexibility for growth and working capital needs.

 

Post Period End

·    No material impact from recent U.S. Government shutdown.

 

Chairman's Statement

 

The first half of the year saw solid operational progress and continued execution of Narf's strategy to advance its government-funded research segment (GR&D) business and transition promising capabilities into scalable, enterprise-ready cybersecurity products (Ranger.ai).

 

The Company's GR&D strategy now targets research opportunities that provide a more direct and accelerated transition to government SaaS systems, leveraging Agentic AI technology as a core capability. Building on our reputation for bringing a mission-focused approach to research and expanding our AI expertise, the Company is increasingly well positioned for larger, higher-value work in this market segment.

 

The Company's decision last year to focus its Government Systems and Services (GS&S) sector on building a product team to bring Ranger.ai to market, and to move away from lower-margin government work, remains on track.  This strategic shift inevitably impacted short-term GS&S revenue; however, as reported below, early signs of Ranger.ai market traction reinforce our confidence that it was the right decision for the Company and its shareholders.

 

Ranger.ai Awardable designation on the U.S. Department of Defense's Platform One Marketplace marks a defining step for the Company. It signifies that our technology has successfully transitioned from research into a mission-ready capability - clear proof that our productization efforts have delivered. Equally important, it provides a fast-track procurement path for other government agencies, dramatically shortening the time to operational adoption.

 

Our GS&S Ranger.ai team is currently engaged across multiple government opportunities, directly and through major system integrators. We anticipate initial awards in the first quarter of calendar year 2026 with meaningful revenue contributions beginning in our 2027 financial year, which commences on 1 April 2026.

 

We continue to monitor U.S. Government shutdown developments closely.

 

On behalf of the Board, I would like to thank our employees, partners, and shareholders for their continued support. I am confident that the management team's efforts will continue to yield improved results as Narf builds further momentum, progressing innovation to enterprise solutions.

 

John Herring

Executive Chairman

 

Investor Presentation

The Company will host an Interim Results & Operational Update presentation via Investor Meet Company on: Tuesday 9 December 2025 at 14:00 GMT.

 

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 09:00 GMT on Monday 8 December 2025, or at any time during the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to meet Narf Industries plc via: https://www.investormeetcompany.com/narf-industries-plc/register-investor

 

Investors who already follow Narf Industries plc on the Investor Meet Company platform will automatically be invited.

 

 

DIRECTORS REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS

The results of the Group have been addressed above in the Chairman's statement. The total comprehensive loss for the six-month period was $554,446 (interim period to 30 September 2024 :  loss of $1,831,773) and the Group's unaudited net liabilities as at 30 September 2025 were $3,296,147 (30 September 2024: $1,841,969).

Directors

The following directors held office during the period:

Steven Bassi                       Chief Executive Officer

John Herring                      Executive Chairman

Albert Hawk                       Non-Executive Director

Responsibility Statement

The Directors confirm that to the best of their knowledge:

a)   the condensed set of financial statements has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting';

b)    the interim management report includes a fair review of the information required by DTR 4.2.7R - namely an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of principal risks and uncertainties for the remaining six months of the financial year; and

c)  the interim management report includes a fair review of the information required by DTR 4.2.8R - disclosure of material related parties' transactions in the first six months and any material changes therein).

Cautionary Statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

Going Concern

The Directors' assessment of going concern is detailed in Note 2.

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the business activities of the Group remain those detailed in the consolidated report and accounts for the year ended 31 March 2025, a copy of which is available on the Company website at https://narfgroup.com/investor-relations/corporate-document. The Board considers that these remain a current reflection of the risks and uncertainties facing the business for the remaining six months of the financial year.

By order of the Board

 

 

Steve Bassi

Chief Executive

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

6 months
6 months
Year
ended
ended
ended
30 September
30 September
31 March
2025
2024
2025
Note
US$
US$
US$
Continuing operations
GR &D Revenue
2,052,329
1,131,926
2,931,041
GS & S Revenue
-
50,000
67,334
Total revenue
2,052,329
1,181,926
2,998,375
Direct salaries
(961,372)
(1,212,209)
(2,219,175)
Sub-contracting and other direct costs
(304,509)
(193,454)
(364,102)
Gross profit/(loss)
786,408
(223,737)
415,098
Operating expenses
(1,024,990)
(1,151,261)
(2,155,955)
Loss before depreciation, amortisation, impairment, share based payments and interest
(238,542)
(1,374,998)
(1,740,857)
Depreciation and amortisation
-
(197,842)
(1,210,825)
Share based payments
(246,572)
(250,136)
(499,932)
Operating loss
(485,114)
(1,822,976)
(3,462,870)
Interest receivable and other finance income
-
-
2
Finance costs
(70,031)
(45,940)
(109,198)
Loss before taxation
(555,145)
(1,868,916)
(3,560,810)
Corporate tax
-
-
-
Loss for the period
(555,145)
(1,868,916)
(3,560,810)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on parent company operations
699
37,143
(57)
Total comprehensive loss for the period attributable to the owners of the company
(554,446)
(1,831,773)
(3,560,867)
Earnings per share
Earnings per share (basic and diluted) attributable to the equity holders (cents)
3
(0.03)
(0.13)
(0.21)

 

 

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at
As at
As at
30 September
30 September
31 March
2025
2024
2025
Note
US$
US$
US$
NON-CURRENT ASSETS
Intangible assets
-
1,058,752
-
Right of use asset
-
16,819
-
-
1,075,571
-
CURRENT ASSETS
Trade and other receivables
484,054
443,944
789,953
Cash and cash equivalents
224,512
135,725
136,704
708,566
579,669
926,657
TOTAL ASSETS
708,566
1,655,240
926,657
CURRENT LIABILITIES
Trade and other payables
4,004,713
3,497,210
3,914,930
TOTAL LIABILITIES
4,004,713
3,497,210
3,914,930
NET LIABILITIES
(3,296,147)
(1,841,969)
(2,988,273)
EQUITY
Share capital
4
204,012
204,012
204,012
Share premium
4
35,294,816
35,294,816
35,294,816
Reverse acquisition reserve
(16,747,959)
(16,747,959)
(16,747,959)
Foreign exchange reserve
11,987
48,488
11,288
Share based payment reserve
2,238,265
1,885,715
1,991,693
Retained deficit
(24,297,268)
(22,527,041)
(23,742,123)
TOTAL EQUITY
(3,296,147)
(1,841,969)
(2,988,273)

 

Company number: 11701224

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Share
Share
FX
Share-based
Reverse
Retained
Total
Capital
Premium
Reserve
Payment
Acquisition
Deficit
Reserve
Reserve
US$
US$
US$
US$
US$
US$
US$
AS AT 1 OCTOBER 2024
204,012
35,294,816
48,488
1,885,715
(16,747,959)
(22,527,041)
(1,841,969)
Loss for the period
-
-
-
-
-
(1,359,080)
(1,359,080)
Foreign exchange gain on conversion of subsidiary
-
-
(37,200)
-
-
-
(37,200)
Total comprehensive loss for the period
-
-
(37,200)
-
-
(1,359,080)
(1,396,280)
Share based payments
-
-
-
249,976
-
-
249,976
Options expired
-
-
-
(143,998)
-
143,998
-
AS AT 31 MARCH 2025
204,012
35,294,816
11,288
1,991,693
(16,747,959)
(23,742,123)
(2,988,273)
Loss for the period
-
-
-
-
-
(555,145)
(555,145)
Foreign exchange gain on conversion of subsidiary
-
-
699
-
-
-
699
Total comprehensive loss for the period
-
-
699
-
-
(555,146)
(554,446)
Shares issue costs recovered
-
-
-
-
-
-
-
Share based payments
-
-
-
246,572
-
-
246,572
AS AT 30 SEPTEMBER 2025
204,012
35,454,122
11,987
2,238,265
(16,747,959)
(24,297,268)
(3,296,147)

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

6 months
6 months
Year
ended
ended
ended
30 September
30 September
31 March
2025
2024
2025
US$
US$
US$
OPERATING ACTIVITIES
Loss for the period before interest and taxation
(485,114)
(1,822,976)
(3,451,614)
Adjusted for:
Profit on disposal of fixed asset
30,000
-
-
Amortisation and impairment of intangibles
-
197,842
1,210,825
Amortisation of right of use asset
-
26,162
42,981
Unrealised foreign exchange adjustment
699
289,895
(12,787)
Share-based payment expenses
246,572
250,136
811,182
Operating cash flow before movements in working capital:
(267,843)
(1,058,941)
(1,399,413)
Decrease in trade and other receivables
305,898
161,600
(184,408)
Increase/(decrease) in trade and other payables
34,753
(439,580)
(273,260)
Net cash generated from/(used in) operating activities
72,808
(1,336,921)
(1,857,081)
FINANCING ACTIVITIES
Amounts received from Director
15,000
864,221
1,340,250
Net interest paid
-
(45,940)
(830)
Net cash inflow from financing activities
15,000
818,281
1,339,420
Taxation paid
-
-
-
Net increase/(decrease) in cash and cash equivalents
87,808
(518,640)
(517,661)
Cash and cash equivalents at beginning of the period
136,704
654,365
654,365
Cash and cash equivalents at end of the period
224,512
135,725
136,704

 

 

Notes to the CONSOLIDATED Financial Statements

interim results to 30 SEPTEMBER 2024

 

1.   Organisation and Trading Activities

The principal activity of Narf Industries plc (the "Company'') together with its operating subsidiaries (together, the "Group") is high-end threat intelligence. Its strategy is focussed on building a group capable of offering cybersecurity solutions in the US and beyond. The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 5 Fleet Place, London EC4M 7RD. The Company's registered number is 11701224.

2.   Summary of Significant Accounting Policies

The principal accounting policies adopted and applied in the preparation of these interim Group Financial statements are set out below.

These have been consistently applied to all the periods presented unless otherwise stated:

Basis of accounting

These interim financial statements of Narf Industries plc (the "Group") have been prepared in accordance with UK adopted international accounting standards ("UK-adopted IAS") applied in accordance with the provisions of the Companies Act 2006.

The interim financial statements have been prepared under the historical cost convention on the basis of the accounting policies as set out in the Group's audited annual financial statements and are presented in US Dollars, the presentational and functional currency of the Group. The Group has applied IAS 34 in the preparation of these interim financial statements.

This announcement was approved and authorised by the Board of directors on 12 November 2025. Copies of this interim report can be found on the Company's website at https://narfgroup.com/investor-relations/corporate-document

These condensed interim financial statements for the six months ended 30 September 2025 are unaudited and do not constitute fully prepared statutory accounts. The comparative figures for the year ended 31 March 2025 are extracted from the 2025 consolidated financial statements of the Company. The independent auditor's report on the 2025 financial statements  opinion was qualified principally due to the inability to gain sufficient and appropriate audit evidence in respect of the opening balances at 1 January 2023 and the potential impact that would have on the comparative numbers in the income statement.

Going concern

Any consideration of the foreseeable future involves making a judgement, at a particular point in time, about future events which are inherently uncertain. The Directors have prepared cash flow forecasts covering the period to 31 December 2026. The Chief Executive has agreed not to demand repayment of his loan until the Group has sufficient cash resources to repay it, whilst those members of senior management who had accepted salary deferrals have agreed to accept repayment of those deferrals over an extended period such that revenues are expected to be sufficient for the Group to settle the outstanding amounts. The forecasts accordingly, indicate that the Group will have sufficient cash resources to meet all foreseeable liabilities, other than those relating to the loan to the Chief Executive, through to a period which is at least twelve months after the issue of these condensed interim financial statements

Accordingly, the Directors have a reasonable expectation that the Group will be able to meet any future obligations and thus to continue operating for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the interim financial statements.  

 

2.    Summary of Significant Accounting Policies (contiNUED)

 

Basis of consolidation

 

The Financial Statements consolidate the financial information of the Company and companies controlled by the Group (its subsidiaries) at each reporting date following the acquisition in March 2022.

Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity, has the rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The results of subsidiaries acquired or sold are included in the financial information from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

The Financial Statements consolidate the financial information of the Company and companies controlled by the Group (its subsidiaries) at each reporting date.

 

3.   EARNINGS per Share

The basic earnings per share is based on the loss for the period divided by the weighted average number of shares in issue during the period. Since the Group has made a loss in the current and each of the prior periods, the options and warrants  in issue are not dilutive. 

Six months to
30 Sept 2025
US$
Six months to
30 Sept 2024
US$
Year to
31 Mar 2025
US$
Loss attributable to owners of the Group :
(554,446)
(1,831,773)
(3,560,867)
Weighted average number of ordinary shares in issue for basic earnings
1,697,381,100
1,697,381,100
1,697,381,100
Weighted average number of shares in issue for fully diluted earnings
1,697,381,100
1,697,381,100
1,697,381,100
LOSS PER SHARE (CENTS PER SHARE)
(0.03)
(0.11)
(0.21)
BASIC AND FULLY DILUTED:
- from continuing and total operations (cents)
(0.03)
(0.11)
(0.21)

 

 

4.   Share capital AND SHARE PREMIUM

The following table is presented in US Dollar equivalents:

Ordinary shares of £0.0001 each
Number
Share Capital
$
Share Premium
$
At 1 October 2024
1,697,381,000
204,012
35,294,816
At 31 March 2025
1,697,381,000
204,012
35,294,816
At 30 September 2024
1,697,381,000
204,012
35,294,816

 

5.   Post period end events

There were no significant events subsequent to the balance sheet date which have any bearing on these interim financial statements.

 

 

 

ENDS

For further information on the Group please visit www.narfgroup.com or contact:

John Herring
NARF
Tel: +44 (0) 20 3468 2212
Catherine Leftley/Charlotte Page/Isabel de Salis
St Brides Partners
narf@stbridespartners.co.uk
Peter Krens
Tennyson Securities
Tel: +44 (0)207 186 9030

 

 

About NARF Industries plc

Narf Industries (LSE: NARF) is a US based cyber security group specialising in high-end threat intelligence with a focus on critical infrastructure. The Group leads commissioned cyber security R&D and is commercialising a portfolio of products including a DARPA-backed product (an agency within the US Department of Defence) that can be used by utilities and cyber first responders to restore power to electric grids and protecting other key infrastructure that have suffered a cyber-attack.  The Group aims to further strengthen its portfolio organically and via acquisition; its team of highly qualified cyber security experts is well placed to identify opportunities.

 

 

Important notice

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a Prohibited Jurisdiction). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

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