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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
(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
(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 (238,542) (1,374,998) (1,740,857)
interest
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 (554,446) (1,831,773) (3,560,867)
company
Earnings per share
Earnings per share (basic and diluted) attributable to the equity holders 3 (0.03) (0.13) (0.21)
(cents)
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
(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 Six months to Year to
30 Sept 2025 30 Sept 2024 31 Mar 2025
US$ US$ 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 Share Capital Share Premium
Number $ $
At 1 October 2024 204,012 35,294,816
1,697,381,000
At 31 March 2025 204,012 35,294,816
1,697,381,000
At 30 September 2024 204,012 35,294,816
1,697,381,000
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
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