REG - RC Fornax plc - Final Results for the year ended 31 August 2025

RC FornaxAnnouncement

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RNS Number : 1596U  RC Fornax plc  24 February 2026

 

24 February 2026

RC FORNAX PLC

("RC Fornax" or the "Company")

Final Results for the year ended 31 August 2025

 

RC Fornax (AIM: RCFX), the UK-based consultancy delivering outcome-based
engineering solutions to the defence sector's most critical platforms -
accredited, in-demand, and built to scale, announces its final results for the
year ended 31 August 2025 (the "Period" or "FY25").

 

The Company's Annual Report and Accounts is available to view on its website
at:

https://www.rcfornax.co.uk/financial-reports
(https://www.rcfornax.co.uk/financial-reports)

 

Period Summary

 

·    Admission to the London Stock Exchange's AIM in February 2025,
raising £3.4m in net proceeds.

·    FY25 financial results were impacted by an industry hiatus caused by
the publication of the UK Government's Strategic Defence Review ("SDR") in
June 2025:

o  FY25 revenue of £4.1m (FY24: £6.4m).

o  FY25 gross profit of £1.0m (FY24: £1.6m).

o  FY25 adjusted loss before tax of £1.6m (FY24: £0.5m profit).

·    The Company is participating across seven procurement frameworks,
generating 20+ bid opportunities since April 2025.

·    RC Fornax is in advanced discussions on three major agreements, two
with defence primes for land and maritime programmes.

·    Development within SME Procure continues, consisting of AI-driven
tools to generate Scopes of Work, build teams and connect SMEs with defence
buyers. This is designed to transform how SMEs engage with defence
procurement.

·    The Company opened new headquarters in Bristol in April 2025, which
meets the Ministry of Defence's secure facility standards. The headquarters
provides the opportunity to scale up to 50 staff members.

·    At 31 August 2025, the Company's cash position totalled £0.9m
reflecting investments in RC Fornax's new headquarters and talent for future
growth.

Post Period Highlights and Outlook

·    Fundraising in December 2025 raised £2.1m net.

·    £4.3m in new orders and extensions booked in the first half of FY26.

·    Invoiced sales through the end of January 2026 totalled £1.7m, with
additional contracted orders for remainder of FY26 totalling £2.4m.

·    Furthermore, orders subject to contract total £0.6m, of which £0.4m
is expected to convert to sales during FY26. Therefore, the Company has firm
current visibility over £4.5m in sales for FY26 heading into the second half
of the year.

·    In January 2026, the Company was unconditionally accepted by Aurora
Engineering Partnership as a Specialist Provider on Evolve, its Engineering
Delivery Partnership Provider Network, a major UK defence engineering
framework.

·    Demonstrated progress in diversifying beyond the UK defence sector,
highlighted by the recent contract award announced on 25 November 2025 from a
UK Public Sector Space Client.

·    Despite near‑term uncertainty linked to the delayed Defence
Investment Plan ("DIP"), positive outlook underpinned by strong long‑term
demand expectations as the UK strengthens its war‑fighting readiness.

·    Challenges in securing additional investment funding are increasing
customer focus on maximising value from existing budgets - precisely where
RCFX's capabilities in delivering cost‑effective, outcomes‑driven
engineering and procurement support provide a clear competitive advantage.

·    Board strengthened through the appointments of Richard Smith in
September 2025, and Andrew McInerney and Chris Brooks in January 2026.

Priorities for remainder of FY26

·    Convert major framework agreements and accelerate revenue growth.

·    Scale SME Procure to unlock margin improvement and operational
leverage.

·    Deepen partnerships with primes and SMEs to strengthen market
position.

·    Maintain financial discipline while investing in innovation and
talent.

 

Paul Reeves, Chief Executive Officer of RC Fornax, commented: "FY25 was a
challenging year for the defence sector, yet RC Fornax has emerged stronger
and more resilient. We entered FY26 with a reinforced capital base, improved
liquidity, and advanced discussions across several major defence programmes.
Invoiced sales reached £1.7m by the end of January 2026, with a further
£2.4m in contracted orders for the remainder of the year. The increased
number of orders highlights the exciting trajectory in which we are heading.
Combined with a strengthening pipeline, the Board remains confident in the
Company's ability to meet market expectations for 2026 and our ability to
deliver sustainable shareholder value.

 

"As the market environment stabilises, our priorities are clear: convert major
opportunities, scale SME Procure and deepen partnerships across the defence
ecosystem. With disciplined execution and a more robust platform, RC Fornax is
positioned not only to return to growth but to help shape the future of
defence procurement."

 

For additional information, please contact:

 

 RC Fornax plc                                              info@rcfornax.co.uk

 Paul Reeves - CEO

 Rob Shepherd - FD

 Strand Hanson Limited (Nominated & Financial Adviser)      +44 (0)20 7409 3494

 Christopher Raggett

 Rob Patrick

 Harry Marshall

 Cavendish Capital Markets Limited (Broker)                 +44 (0)20 7908 6000

 Stephen Keys / George Lawson - Corporate Finance

 Dale Bellis / Harriet Ward - Sales and ECM

 BlytheRay (Financial PR)                                   +44 (0)20 7138 3204

 Tim Blythe                                                 rcfornax@blytheray.com

 Megan Ray

 Said Izagaren

 

Notes to Editors

RC Fornax PLC is an AIM-quoted company providing outcome-based engineering
solutions to the UK defence industry. It was founded in 2021 by RAF veterans
Paul Reeves and Daniel Clark who, having also worked for a number of years as
defence contractors, are passionate about improving project efficiencies and
driving value for money in the sector.

 Web:       https://www.rcfornax.co.uk/ (https://www.rcfornax.co.uk/)
 X:         @RFornax (https://x.com/RFornax)
 LinkedIn:  RC Fornax (https://www.linkedin.com/company/rc-fornax/)

 

 

Chair's Statement

The Strategic Defence Review (SDR), published in June, introduced 62
recommendations and signalled a decisive shift towards war-fighting readiness.
While this transition created short-term procurement delays, it reinforces the
long-term need for agile, accredited SMEs. UK defence spending is projected to
rise to 2.5% of GDP by 2027 - an estimated £13.4 billion uplift - providing a
constructive backdrop for RC Fornax's services.

FY25 was a year of strategic investment and resilience. Following our AIM
admission and successful capital raise, the Board focused on strengthening
governance, enhancing risk management, and ensuring the Company is positioned
for sustainable growth. Revenue closed at £4.1m, below expectations due to
deferred client expenditure as a result of the uncertainty surrounding the
outcomes of the SDR.

ESG and Board Oversight

Whilst the Company is not required to report its greenhouse gas emissions
under the Companies Act 2006 or the Streamlined Energy and Carbon Reporting
(SECR) framework due to its size and AIM listed status, the Board recognises
that strong environmental, social, and governance (ESG) practices are integral
to sustainable growth. In FY25, we prepared our first Carbon Reduction Plan
and embedded diversity and inclusion principles across our operations. In
FY26, we will continue to strengthen ESG reporting and align our practices
with evolving stakeholder expectations. The Board maintains rigorous oversight
through dedicated committees to ensure compliance, accountability, and
alignment with our strategic objectives.

Looking Ahead

The Board anticipates a stabilising defence environment and a return to more
predictable procurement cycles in FY26. Our priorities will include:

·    Leveraging our strengthened governance and compliance frameworks to
support growth and maintain investor confidence.

·    Driving commercialisation of innovation platforms to improve margins
and scalability.

·    Expanding strategic partnerships and frameworks to capture emerging
opportunities from increased defence spending.

·    Maintaining disciplined capital allocation to balance investment in
growth with shareholder returns.

·    Advancing ESG commitments to reinforce our role as a responsible and
sustainable partner in the defence sector.

The Board remains confident in the Company's trajectory. With a robust
innovation pipeline, maturing frameworks, and a constructive market outlook,
RC Fornax is well placed to deliver enduring shareholder value. On behalf of
the Board, I thank our employees, associates, customers, and shareholders for
their continued support.

 

David Hitchcock

Independent Non-Executive Chair

Chief Executive's Review

FY25 tested our agility and resilience in a year of profound change for the
defence sector. Revenue of £4.1m and a £1.6m adjusted loss before tax
reflect the impact of SDR-related procurement delays that did not result in
the conversion of leads at the rate initially expected by the Board, and our
deliberate investment in capability. Despite these headwinds, gross profit
held at £1.0m, supported by disciplined delivery and cost control.

Shaping the Future of Defence Procurement

RC Fornax is not simply adapting to change - we are helping to define it. The
SDR has accelerated the need for innovation, agility, and trusted
partnerships. Our platform, SME Procure, is designed to transform how SMEs
engage with defence procurement, driving transparency, efficiency, and
compliance across the supply chain. These solutions will underpin a more
resilient and responsive defence ecosystem, with commercialisation expected in
FY26.

Operational Progress

We strengthened governance, appointed a sales director, and realigned our
Sales and Delivery teams to accelerate conversion. Our associate network
expanded significantly, enabling rapid deployment across Land, Air, and
Maritime domains and reinforcing our ability to meet evolving client needs.

Forward Strategy

Following the release of the Strategic Defence Review in June 2025 and the
subsequent publication of the Defence Industrial Strategy in September 2025,
the Company continues to monitor the evolving policy landscape. Despite these
developments, ongoing uncertainty surrounding the timing of the DIP continues
to weigh on expectations for the anticipated uplift in sector activity as the
UK accelerates its transition toward a war‑fighting readiness posture. This
delay has prolonged decision‑making cycles across several priority
programmes and continues to affect the pace at which revenue expansion is
expected to materialise.

Notwithstanding this, the governance enhancements implemented during FY25 -
including strengthened pipeline management, more rigorous opportunity
qualification processes, and improved internal reporting mechanisms - have
significantly enhanced the Company's visibility into future workloads. These
changes provide greater confidence in both the quality and resilience of the
forward opportunity pipeline.

The Company also enters FY26 in a substantially stronger position to navigate
prolonged uncertainty within the defence sector. Through:

•      the expansion of outreach activities within the defence sector;

•      diversification into parallel markets, as illustrated by the
announcement on 25 November 2025 regarding the UK Public Sector Space client
framework award; and

•      disciplined management of discretionary expenditure,

the Company is better equipped to adapt to shifting customer priorities while
sustaining operational flexibility. This more robust foundation enables the
business to remain focused on capturing long‑term growth opportunities as
greater clarity emerges around UK defence investment trajectories.

Our priorities for the remainder of FY26 are clear:

•      Convert major framework agreements and accelerate revenue
growth.

•      Scale SME Procure to unlock margin improvement and operational
leverage.

•      Deepen partnerships with primes and SMEs to strengthen market
position.

•      Maintain financial discipline while investing in innovation and
talent.

With £0.9m in cash at the end of the Period (subsequently increased as a
result of a well-supported net £2.1m fundraising in November 2025) and a
robust pipeline that the Company is converting, RC Fornax is positioned not
only to return to growth but to lead the transformation of defence
procurement. I thank our employees, associates, customers, and investors for
their commitment and confidence as we enter the next phase of our journey.

 

Paul Reeves

Chief Executive Officer

 

Financial Review

Overview

FY25 was a year of strategic investment and operational transition. While
revenue fell short of prior-year levels due to SDR-related delays and
deliberate investment decisions, the Company strengthened its balance sheet
through AIM admission proceeds and positioned itself for long-term growth.

Financial Performance

Revenue for FY25 was £4.1m compared to £6.4m in FY24, reflecting SDR-related
procurement delays and slower conversion of pipeline opportunities. Gross
profit was £1.0m (FY24: £1.6m), with margins maintained at approximately
24%. Administrative expenses increased to £2.3m (FY24: £0.8m), driven by
headcount expansion, recruitment costs, and professional fees linked to IPO
and organisational restructuring. Net loss before tax of £1.6m (FY24: £0.5m
profit), primarily due to increased operating costs and depreciation on new
assets.

Balance Sheet Strength

Net assets stood at £1.9m (FY24: £48,000), reflecting the IPO and share
premium of £3.3m. Fixed assets increased to £1.2m (FY24: £5,600) following
investment in Bristol HQ fit-out and IFRS 16 recognition of right-of-use
assets for property and vehicles. Cash position at year-end was £0.9m (FY24:
£0.6m), supported by £3.4m financing inflow from AIM admission offset by
£0.9m capex and £1.8m operating cash outflow.

Cash Flow

Operating activities resulted in a net outflow of £1.6m (FY24: inflow of
£0.4m), reflecting working capital movements and tax settlement. Investing
activities saw an outflow of £0.9m (FY24: £6,200), driven by HQ fit out and
IFRS 16 assets. Financing activities delivered an inflow of £2.8m (FY24:
outflow of £0.3m), primarily from the net proceeds of £3.4m from shares
issued, partially offset by pre-IPO dividend payments of £164,000 (FY24:
£573,000).

Key Drivers and Context

The SDR introduced short-term procurement delays impacting revenue conversion;
however, its long-term implications remain positive for SME integrators such
as RC Fornax. Investment in capability included opening the Bristol HQ in
April 2025, growing headcount from 11 to 17, and funding technology
development from AIM proceeds. Increased operating costs reflect strategic
decisions to build capacity for future growth.

Outlook

Despite FY25 losses, RC Fornax has entered FY26 with a strengthened capital
base and liquidity, advanced discussions on major defence programmes, and a
stabilising market environment.

Invoiced sales through the end of January 2026 totalled £1.7m and contracted
orders through the remainder of FY26 total £2.4m which, coupled with the
sales pipeline means the Board remains confident in the Company's ability in
due course to return to profitability and deliver sustainable shareholder
value.

Statement of Comprehensive Income

For the Year ended 31 August 2025

 Item                                                       Note   2025              2024

                                                                   Audited           Unaudited

                                                                                     Restated
                                                                   £                 £
 Revenue                                                           4,069,444         6,439,561
 Cost of sales                                                     (3,118,758)       (4,876,403)
 Gross profit                                                      950,686           1,563,158
 Administrative expenses                                           (2,217,490)       (780,844)
 Exceptional items                                                 (124,000)         -
 Operating (loss)/profit                                           (1,390,804)       782,314
 Investment income                                                 374               -
 Finance costs                                                     (164,149)         (58,201)
 Impairment of other financial assets                              (33,874)
 (Loss)/profit before taxation                                     (1,588,453)       724,113
 Taxation (income) / expense                                       205,411           (205,411)
 (Loss)/profit and total comprehensive income for the year

                                                                   (1,383,042)       518,702

                                                                   2025              2024
                                                            Notes  £                 £
 Losses per share
 Basic                                                             (0.04)            757.23
 Diluted                                                           (0.04)            757.23

 

The Company had no items of other comprehensive income or expenditure during
the current or prior year. Accordingly, a separate Statement of Other
Comprehensive Income has not been presented.

 

 

 

Statement of Financial Position

As at 31 August 2025

 Item                           Notes  2025             2024

                                       Audited          Unaudited

                                                        Restated
                                       £                £
 Non-current assets
 Intangible assets                     62,041           -
 Property, plant and equipment         763,672          5,597
 Right-of-use assets                   388,796          72,160
                                       1,214,509        77,757
 Current assets
 Trade and other receivables           1,185,337        832,230
 Current tax recoverable               207,124          -
 Cash and cash equivalents             891,563          612,448
                                       2,284,024        1,444,678
 Current liabilities
 Trade and other payables              884,911          665,397
 Current tax liabilities               -                205,411
 Borrowings                            323,056          521,766
 Lease liabilities                     135,800          31,512
                                       1,343,767        1,424,086
 Net current assets                    940,257          20,592
 Non-current liabilities
 Trade and other payables              -                12,771
 Lease liabilities                     290,754          37,963
                                       290,754          50,734
 Net assets                            1,864,012        47,615
 Equity
 Called up share capital               143,114          12
 Share premium account                 3,319,958        -
 Retained earnings                     (1,599,060)      47,603
 Total equity                          1,864,012        47,615

 

Statement of Changes in Equity

For the Year ended 31 August 2025

                                                    Share capital  Share premium  Retained earnings  Total
                              Notes                 £              £              £                  £
 As restated for the period ended 31 August 2024:
 Balance at 1 September 2023                        10             -              98,600             98,610
 Transition and restatement adjustments             -              -              (5,134)            (5,134)
 As restated                                        10             -              93,466             93,476
 Year ended 31 August 2024:
 Profit and total comprehensive income              -              -              518,792            518,702
 Transactions with owners:
 Issue of share capital                             2              -              -                  2
 Dividends                                          -              -              (564,565)          (564,565)
 Balance at 31 August 2024                          12             -              47,603             47,615
 Year ended 31 August 2025:
 Loss and total comprehensive income                -              -              (1,383,042)        (1,383,042)
 Transactions with owners:
 Issue of share capital                             43,106         3,319,958      -                  3,363,064
 Bonus issue                                        99,996         -              (99,996)           -
 Dividends                                          -              -              (163,625)          (163,625)
 Balance at 31 August 2025                          143,114        3,319,958      (1,599,060)        1,864,012

 

Statement of Cash Flows

For the Year ended 31 August 2025

 Item                                                  Notes                                  2025                    2024

                                                                                                                      Unaudited

                                                                                                                      Restated
                                                                                              £                       £
 Cash flows from operating activities
 Cash (absorbed by)/generated from operations                                                 (1,396,087)             479,428
 Interest paid                                                                                (163,775)               (58,201)
 Income taxes paid                                                                            (207,124)               (104,291)
 Net cash (outflow)/inflow from operating activities                                          (1,766,986)             316,936
 Investing activities
 Purchase of intangible assets                                                     (62,041)                -
 Purchase of property, plant and equipment                                         (848,282)               (6,242)    (80,952)
 Net cash used in investing activities                                                        (910,323)               (6,242)
 Financing activities
 Proceeds from issue of shares                                                     3,363,064
 Repayment / receipt of business finance loans                                     (198,710)               323,305
 Payment of lease liabilities                                                      (44,305)                (30,428)
 Dividends paid                                                                    (163,625)               (565,565)
 Net cash used in financing activities                                                        2,956,424               (271,688)
 Net (decrease)/increase in cash and cash equivalents                                         279,115                 39,006
 Cash and cash equivalents at beginning of year                                               612,448                 573,442
 Cash and cash equivalents at end of year                                                     891,563                 612,448

 

 

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