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REG - Narf Industries PLC - Interim Results & Notice of Investor Presentation

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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
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