The information contained within this announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation (EU)
No. 596/2014, as retained as part of the law of England and Wales. Upon the
publication of this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public domain.
FOR IMMEDIATE RELEASE
28 July 2026
London, UK
Defence Holdings PLC
("Defence" or "the Company")
Annual Results
Defence Holdings PLC (ALRT) announces its audited Annual Results for the 12
-month period ended 31 March 2026.
The full Annual Report of the Company is available on the Company's website:
https://www.defencetechnologies.com/investors .
About Defence Holdings PLC (ALRT)
Defence Holdings PLC (LSE: ALRT) is the UK's first listed software-led defence
company. Its five-year strategic plan focuses on delivering sovereign digital
capabilities across national security, resilience, and defence readiness.
Website: (http://www.defencetechnologies.com)www.defencetechnologies.com
Media Enquiries
Andrew Roughan, Director
Defence Holdings PLC
Tel: +44 (0)20 3855 5551 · Email: press@defencetechnologies.com
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will''
or the negative of those, variations or comparable expressions, including
references to assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations and
assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount, nature
and sources of funding thereof), competitive advantages, business prospects and
opportunities. Such forward looking statements reflect the Directors' current
beliefs and assumptions and are based on information currently available to the
Directors.
Such statements are based on current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual events or
results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons receiving and
reading this announcement should not place undue reliance on forward-looking
statements. Unless otherwise required by applicable law, regulation or
accounting standard, the Company does not undertake to update or revise any
forward-looking statements, whether as a result of new information, future
developments or otherwise.
DEFENCE HOLDINGS PLC - Company Number 12187837
CHAIRMAN'S REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The year ended 31 March 2026 was a decisive execution year for Defence Holdings
PLC. Having completed the disposal of its former esports operations and
repositioned itself around defence technology, the Company moved from strategic
reset into the early delivery phase of a software-led defence platform. The
period was marked by a strengthened leadership team, a binding strategic
partnership with Whitespace, the development of the Defence Technologies
delivery platform, the launch of 3 proprietary products, and the creation of a
structured Accelerator for sovereign software capabilities.
The Board believes these developments materially strengthen the Company's
ability to address a clear market need: rapid, sovereign, AI-enabled software
capabilities that can be developed, assured and deployed at a pace more
consistent with the tempo of modern conflict and national security requirements.
Strategic Transformation and Operational Progress
The Company's 2025-2030 Strategic Plan remains centred on four core technology
pillars:
· Drone Warfare and Aggregation
· AI Agents for Defence Operations
· Information and Influence Warfare
· Critical Infrastructure Defence
During the year, the Company began translating those pillars into operational
workstreams. In August 2025, Defence Holdings signed a Letter of Intent with
Whitespace and then completed a binding Strategic Partnership with Whitespace
Global Limited. The partnership provides a framework for the co-development of
defence-focused software applications and AI agents on Whitespace's Collective
OS platform, with initial builds for UK Ministry of Defence and allied use cases
already underway during the period.
This partnership is strategically important because it gives Defence Holdings
access to proven, sovereign AI infrastructure, engineering capability and
established defence relationships. It also provides a practical route to product
development, customer validation and secure deployment across classified,
regulated and disconnected environments.
The appointment of Andy McCartney as Chief Technology Officer embedded direct
technical leadership in the Company. His experience in AI infrastructure,
Whitespace and mission-critical software development is central to the design,
build and deployment of Defence Holdings' AI product stack. The appointment of
Richard "Bertie" Bassett as Vice President, Defence Programmes added senior
operational credibility and a direct link between product development, frontline
requirements and defence procurement priorities.
Through the partnership with Whitespace, the company has created the ability to
build products and intellectual property where it sees customer problems that
are not served. This has successfully created 3 products to `proof of concept'
stage which have been presented to potential initial customers with a goal to
partner with them to access use cases, data and skilled insights. This new and
disruptive model has been positively received by customers. One of these
products, post the end of the financial year, successfully triggered a revenue
-bearing customer contract with the UK's Ministry of Defence, with the
expectation of more to follow in the future.
In February 2026, the Company launched the Defence Holdings Accelerator. The
Accelerator is designed to identify, harden and deploy early-stage sovereign
software, AI and data capabilities into UK and allied defence environments. It
formalises a repeatable route through which Defence Holdings can engage high
-potential SMEs and founder-led ventures, align them to validated operational
requirements, support secure architecture from the outset and deploy capital
selectively where operational demand and delivery feasibility are demonstrated.
Board and Leadership
The Board and senior leadership team have been significantly strengthened to
support the Company's mission. The current Board members are as follows:
+-----------+----------------+------------------------------------------------+
|Name |Current role |Strategic contribution |
+-----------+----------------+------------------------------------------------+
|Lord |Non-Executive |Former UK Chief of the Defence Staff; senior |
|Houghton of|Chairman |defence and national security leadership. |
|Richmond | | |
+-----------+----------------+------------------------------------------------+
|Andrew |Chief Executive |Government-aligned technology, defence, national|
|Roughan |Officer |security and critical infrastructure execution. |
+-----------+----------------+------------------------------------------------+
|Andy |Chief Technology|AI infrastructure, sovereign software, |
|McCartney |Officer |Whitespace and mission-critical product |
| | |delivery. |
+-----------+----------------+------------------------------------------------+
|Brian |Executive |Capital markets, governance continuity and |
|Stockbridge|Director |execution of the strategic pivot. |
+-----------+----------------+------------------------------------------------+
|James |Non-Executive |Aerospace, cyber, defence systems and NATO |
|Norwood |Vice Chairman |-industrial engagement. |
+-----------+----------------+------------------------------------------------+
|Ian Yarwood|Independent Non |Simulation, strategic wargaming and operator |
|-Lovett |-Executive |-focused software design. |
| |Director | |
+-----------+----------------+------------------------------------------------+
|Anthony |Non-Executive |Former Royal Marine and UK Special Forces |
|Stazicker |Director |operational expertise. |
|CGC | | |
+-----------+----------------+------------------------------------------------+
|Derek Lew |Non-Executive |Strategic repositioning, restructuring and |
| |Director |shareholder continuity. |
+-----------+----------------+------------------------------------------------+
Lord Houghton's appointment as Non-Executive Chairman, effective 1 October 2025,
brought significant strategic credibility and policy insight. James Norwood
transitioned to a Vice Chairman role and was invited to join the Coalition of
the Willing supporting the NATO Industry Advisory Group, strengthening the
Company's proximity to NATO-industrial priorities. Andrew Roughan's appointment
as Chief Executive Officer, effective 30 March 2026, provides executive
leadership for the next phase of programme delivery and organisational scale.
Capital Platform and Financial Performance
The year was, as expected, primarily a year of investment, leadership build-out
and capability development rather than revenue generation. The Company continued
to deploy capital into business infrastructure, product development, technical
partnerships, governance and commercial readiness. The May 2025 fundraise
provided an important foundation for this work, and the subsequent establishment
of a US OTC cross-listing and At-The-Market equity issuance facility increased
the Company's capital-markets flexibility and visibility with North American
investors.
The ATM facility is intended to be used selectively and with internal volume
controls, aligning capital raising with programme milestones and shareholder
value considerations. During the period, the Company also issued warrants in
connection with key appointments and announced warrant exercises. The final
share capital, PDMR and warrant tables should be reconciled to the registrar
records and financial statements before publication.
Outlook
Defence Holdings enters the next financial year with a more credible leadership
platform, a defined strategic partnership, an active sovereign AI product
pipeline, a hyperscale infrastructure relationship for our product building
efforts, a structured Accelerator and improved market access. The Board's
priority is disciplined execution: converting strategic relationships and
product builds into validated, deployable capabilities while maintaining
rigorous governance, security, export-control discipline and capital allocation.
The international defence and national security environment continues to favour
organisations that can translate software, AI and data capability into
operational effect quickly and securely. The Company is positioned to pursue
that opportunity as a UK-listed, sovereign software-led defence technology
platform.
Lord Houghton of Richmond
Non-Executive Chairman
27/07/2026
DEFENCE HOLDINGS PLC - Company Number 12187837
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
Principal Activity
Defence Holdings PLC is a UK-listed software-led defence technology company. Its
principal activity is the development, partnering, acceleration and
commercialisation of sovereign digital capabilities for defence, national
security and resilience customers, with a focus on AI-enabled software,
autonomous systems, information integrity, critical infrastructure protection
and secure deployment architectures. Defence Holdings will both take equity
positions in high potential companies and build products where they identify
gaps in the market.
The Company operates as a strategic platform rather than a single point-solution
provider. Its model combines capital discipline, public-market governance,
senior defence relationships, technical partnerships and rapid software
innovation to develop products aligned to UK and allied defence priorities.
Strategy and Operational Review
The Company's core strategy is to build and scale sovereign, modular, software
-first capabilities in areas where national security requirements are converging
with advances in AI, data, autonomy and cyber-physical resilience. During the
year, the Company made progress in five connected areas:
· Strategic partnership: completing the binding Whitespace
partnership and establishing Defence Technologies as the primary delivery
platform for sovereign defence AI applications.
· Product development: progressing the build of 3 sovereign AI
technology products focused on cognitive warfare, workflow efficiency and
integrity, and agentic AI for decision superiority.
· Technical infrastructure: selecting Google Cloud for our initial
product build cloud platform to support data residency, security controls and
disconnected operations. Note: we have subsequently diversified our technology
partnerships to include Oracle.
· Leadership depth: appointing a CEO, CTO, Vice President for
Defence Programmes, Non-Executive Chairman and additional national-security
expertise to support product execution, customer engagement and governance.
· Pipeline expansion: launching the Defence Holdings Accelerator to
identify, harden and deploy early-stage sovereign software, AI and data
capabilities into defence environments.
These developments move the Company beyond a strategy-only phase. They provide a
practical delivery architecture: validated operational problems, sovereign
software design, trusted partners, hyperscale infrastructure where appropriate,
disciplined capital deployment and routes to adoption through Defence
Technologies and the Accelerator.
Product Build
The company has built 3 products in this financial year with a goal of amassing
at least a total of 6 products (3 additional) in the period to come. The
stimulus for a product build is assessing customer demand and problem set, and
seeing areas that are under-served. We seek to bring the customer on this
journey by validating our thesis and then regularly engaging throughout the
build cycle. The model intends to onboard a paying customer at the end of the
proof of concept, which will act as a design partner for future iterations of
the product thereby increasing the customers' propensity to buy and scale.
During the go to market effort of our 3 products, we have engaged the Ministry
of Defence, UK Intelligence Community, law enforcement agencies, private sector
partners and international alliances. Thus far, and post this accounting period,
this has triggered our first customer contract with the expectation of more in
the near future. This will be the principal activity that drives revenue into
the organisation.
Defence Holdings Accelerator
The Defence Holdings Accelerator has been launched to provide a structured route
for early-stage software and AI capabilities to move from prototype to defence
-ready deployment. It focuses on mission-aligned sovereign software, AI and data
capabilities, giving SMEs access to senior defence stakeholders, validated
problem statements, secure integration pathways and selective capital support.
The Accelerator is intended to support the Company's broader platform model by
expanding the pipeline feeding Defence Technologies. Capabilities matured
through the Accelerator may be integrated into the Company's sovereign software
stack, developed into standalone products, or commercialised through structured
partnerships where operational demand is demonstrated. This will be the
principal channel that creates investment pipeline for the organisation.
Business Model
The Company expects to generate value through a combination of proprietary
product development, strategic co-development, platform licensing, managed
service agreements, cost recovery and revenue-share arrangements, bespoke
programme development and selective capital participation in mission-aligned
capabilities. The model is designed to avoid dependence on a single product and
instead create a portfolio of sovereign software capabilities aligned to
validated defence and national security demand.
The Company's software-first approach is intended to offer agility,
updateability and lower marginal deployment costs compared with traditional
hardware-centric procurement. However, the Board recognises that defence
adoption cycles remain complex and that security accreditation, procurement
timing, classified programme constraints and regulatory compliance must be
managed carefully.
Financial Performance
The year ended 31 March 2026 was a pre-revenue investment year for the new
defence technology strategy.
+-------------------------+------------------------+----------------------------
-+
|Metric |Year ended 31 March 2026|18 months ended 31 March
2025|
+-------------------------+------------------------+----------------------------
-+
|Revenue |£nil |£4.33m
|
+-------------------------+------------------------+----------------------------
-+
|Operating loss |£(4.56m) |£(2.97m)
|
+-------------------------+------------------------+----------------------------
-+
|Loss before taxation |£(4.56m) |£(1.04m)
|
+-------------------------+------------------------+----------------------------
-+
|Cash and cash equivalents|£0.88m |£0.07m
|
+-------------------------+------------------------+----------------------------
-+
|Total equity |£2.73m |£(0.65m)
|
+-------------------------+------------------------+----------------------------
-+
Administrative expenses principally reflect the cost base required to build the
new platform, including professional fees, governance and public-market costs,
leadership and adviser incentives, technical development, and the establishment
of partnerships and programme infrastructure.
Principal Risks and Uncertainties
Early-stage execution risk
The Company remains in the early stages of its defence technology strategy and
is not yet generating material revenues from the new business model. There is no
assurance that product builds will convert into contracted deployments at the
expected pace or scale.
Technology development and assurance risk
The Company's software, AI and data capabilities require rigorous testing,
security assurance, accreditation and operational validation. Technical delays,
integration issues, model performance limitations or certification requirements
could affect delivery timelines.
Partner and dependency risk
The Company relies on strategic partners including Whitespace and hyperscale
infrastructure providers. Changes in partner priorities, contractual terms,
technical roadmaps or availability of specialist engineering resources could
affect product development.
Government procurement and customer concentration risk
Defence and national security sales involve long procurement cycles, budgetary
approvals, security vetting and stakeholder complexity. Initial opportunities
may be concentrated with a small number of government or allied customers.
Funding and dilution risk
Further capital is likely to be required to fund product development, assurance,
recruitment and market engagement. Use of the ATM facility, warrant exercises or
future equity raises may dilute existing shareholders.
Regulatory, export-control and national security risk
The Company operates in a highly regulated sector involving export controls,
data protection, security classifications, procurement rules, sanctions and
national security considerations. Non-compliance could have material
consequences.
Classified programme visibility risk
Some product builds and customer engagements may be classified or commercially
sensitive, limiting the information that can be disclosed to shareholders and
potentially making progress harder to assess externally.
Cybersecurity and operational resilience risk
The Company's activities involve sensitive information and secure software
development. A cyber incident, supply-chain compromise or failure of operational
resilience controls could damage reputation, customer confidence and regulatory
standing.
Key person risk
The strategy is dependent on the expertise, relationships and credibility of key
directors, executives, advisers and partners. Loss of key individuals could
adversely affect delivery and stakeholder confidence.
Reputational and ethical AI risk
The use of AI in defence and national security is subject to heightened public,
legal and ethical scrutiny. The Company must maintain strong governance around
responsible use, auditability, human oversight and transparency where disclosure
is possible.
Section 172 Statement
The Directors consider that they have acted in the way most likely to promote
the success of the Company for the benefit of members as a whole, while having
regard to the matters set out in section 172 of the Companies Act 2006.
During the year, the Board considered the likely long-term consequences of the
strategic pivot and sought to balance the interests of shareholders, employees,
advisers, suppliers, partners, prospective customers and wider stakeholders in
the defence and national security ecosystem. Principal Board decisions during
the year included completing the Whitespace strategic partnership, appointing
senior technical and executive leadership, strengthening the Board with defence
and national security expertise, selecting hyperscale infrastructure for our
initial product build cloud platform, establishing an ATM facility and US OTC
cross-listing, and launching the Defence Holdings Accelerator. These decisions
were taken with the objective of building long-term sovereign capability,
improving commercial readiness, preserving capital discipline and enhancing the
Company's credibility with UK and allied stakeholders.
The Board recognises that operating in defence technology carries particular
societal responsibilities. The Company's strategy is therefore focused on
lawful, responsible, secure and sovereign capabilities, with an emphasis on
resilience, information integrity, human oversight, compliance and the
protection of national security interests.
Andrew Roughan
Chief Executive Officer
27/07/2026
DEFENCE HOLDINGS PLC - Company Number 12187837
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
General Information
The Directors present the Annual Report and audited financial statements for the
year ended 31 March 2026. Defence Holdings PLC is registered in England and
Wales under company number 12187837. The Company's Ordinary Shares are admitted
to the Official List and traded on the London Stock Exchange under the ticker
ALRT. The Company's current published investor materials describe it as a
software-led defence technology platform focused on sovereign capability, AI,
autonomy, secure communications, and cyber defence.
Dividends
The directors do not propose a dividend in respect of the year ended 31 March
2026 (2025: nil).
Directors
The Board is responsible for the Company's objectives and business strategy and
its overall supervision. Acquisition, divestment and other strategic decisions
will all be considered and determined by the Board.
Attendance at Board meetings during the year ended year ended 31 March 2026 were
as follows:
Member Meetings attended
A McCartney 9
A Roughan 1
A Stazicker 8
B Stockbridge 9
D Lew 9
I Yarwood-Lovett 8
J Norwood 9
Lord Houghton 6
The Board will provide leadership within a framework of appropriate and
effective controls. The Board will set up, operate and monitor the corporate
governance values of the Company, and will have overall responsibility for
setting the Company's strategic aims, defining the business objective, managing
the financial and operational resources of the Company and reviewing the
performance of the officers and management of the Company's business.
The Company supports the concept of an effective Board leading and controlling
the Company. The Board is responsible for approving Company policy and strategy.
It meets when required, and has a schedule of matters specifically reserved to
it for decision. Management supply the Board with appropriate and timely
information and the Directors are free to seek any further information they
consider necessary. All Directors have access to advice from independent
professionals at the Company's expense. Training is available for new Directors
and other Directors as necessary. All Directors are subject to re-election
annually and, on appointment, at the first AGM after appointment.
Communications with shareholders
Communications with shareholders are given a high priority. In addition to the
publication of an annual report and an interim report, there is regular dialogue
with shareholders and analysts. The Annual General Meeting is viewed as a forum
for communicating with shareholders, particularly private investors.
Shareholders may question the Chairman and other members of the Board at the
Annual General Meeting. All published information for shareholders is also
available on the Company website, including annual and interim reports,
circulars, announcements and significant shareholdings.
Accountability and Audit
The Board presents a balanced and understandable assessment of the Company's
position and prospects in all interim and price sensitive reports to regulators
as well as in the information required to be presented by statutory
requirements.
The Company's audit committee is comprised of James Norwood and Derek Lew (as
chair). The audit committee met twice during the reporting period to consider
the integrity of the financial statements of the Company, including its annual
and interim accounts; the effectiveness of the Company's internal controls and
risk management systems; auditor reports; and terms of appointment and
remuneration for the auditor.
Internal control
The Directors acknowledge they are responsible for the Company's systems of
internal control and for reviewing the effectiveness of these systems. The risk
management process and systems of internal control are designed to manage rather
than eliminate the risk of the Company failing to achieve its strategic
objectives. It should be recognised that such systems can only provide
reasonable and not absolute assurance against material misstatement or loss.
Political donations
The Company did not make any political donations or expenditure (2025: £nil).
Directors and directors' interests
The directors who held office during the year and up to the date of signature of
the financial statements were, as follows:
Director Year of appointment
D Lew 03-Dec-19
B Stockbridge 31-Mar-22
A McCartney 28-Jul-25
A Stazicker 28-Jul-25
I Yarwood-Lovett 28-Jul-25
J Norwood 28-Jul-25
J Houghton 01-Oct-25
A Roughan 30-Mar-26
Directors' shareholdings
31 March 2026 31 March 2025
Ordinary Percentage of Ordinary Percentage of
Shares issued share Shares issued share
Brian 40,128,205 1.62 1,666,667 0.21
Stockbridge
Derek Lew 81,864,102 3.31 12,633,333 1.57
Total 121,992,307 4.93 14,300,000 1.78
Directors' warrant holdings
Warrants over ordinary shares Warrants over ordinary shares
at 31 March 2026 at 31 March 2025
Lord 48,663,062 -
Houghton of
Richmond
Andrew 142,907,576 -
Roughan
Andy 77,860,899 -
McCartney
Brian 161,346,154 7,500,000
Stockbridge
James 19,465,225 -
Norwood
Ian Yarwood 9,732,613 -
-Lovett
Anthony 19,465,225 -
Stazicker
Derek Lew 7,500,000 7,500,000
Total 486,940,754 15,000,000
Going concern
The Directors, having made due and careful enquiry, have reviewed detailed cash
-flow forecasts through to 31 July 2027 under both a base case and a sensitised
downside scenario. These forecasts incorporate delays to contracted revenue and
increased overhead costs and indicate that the Company has sufficient liquidity
to meet its obligations as they fall due throughout the assessment period.
The Company completed a £3.45 million fundraise during 2025 and, subsequent to
the year end, raised a further £4 million through a placing and subscription.
The Directors consider that the resulting strengthened cash position has
resolved the material uncertainty reported in the prior year. Accordingly, no
material uncertainty related to going concern exists at the date of approval,
and the financial statements have been prepared on a going concern basis.
Financial Risk Management
The Company has a simple capital structure and its principal financial asset is
cash. The Company has a limited number of transactions with Europe, the United
States and Canada and is therefore subject to market risk by way of being
exposed to variations in foreign exchange rates. The Company has little exposure
to credit risk due to holding its cash reserves with credible institutions. The
Company may also be exposed to liquidity and capital risk, due to the nature of
operations and the requirements for defence-technology. The Company manages
these risks through maintenance of sufficient working capital.
Substantial Shareholdings
At 31 March 2026, the Company had been informed of the following substantial
interests over 3% of the issued share capital of the Company:
Number of Percentage
Share Holding %
Barclays Direct Investing Nominees Limited 92,708,331 3.75%
Hargreaves Lansdown (Nominees) Limited 346,301,037 14.00%
Hargreaves Lansdown (Nominees) Limited 218,375,864 8.83%
Hargreaves Lansdown (Nominees) Limited 241,356,631 9.76%
HSDL Nominees Limited 75,997,544 3.07%
HSDL Nominees Limited 78,329,394 3.17%
Interactive Brokers LLC 320,156,839 12.94%
Lynchwood Nominees Limited 181,806,281 7.35%
Vidacos Nominees Limited 158,118,397 6.39%
Greenhouse gas emissions
As at the year end, the Directors, operate both from their respective homes,
with little to no travel. The Company limits international travel, preferring to
use video conferencing technology where possible. Given its size, there is
limited scope for the Company to have a major impact on environmental matters,
however the Directors are mindful of their responsibilities in this regard and
strive to seek opportunities where improvements may be made.
Climate-related Financial Disclosures
The Financial Stability Board's Task Force on Climate-related Financial
Disclosures (TCFD) recommendations serve as a global foundation for effective
reporting on the operational and financial implications of the interrelationship
between climate change and business, and set out recommended disclosures
structured under four core elements:
· Governance - The organisation's governance around climate-related risks and
opportunities;
· Strategy - The actual and potential impacts of climate-related risks and
opportunities for an organisation's businesses, strategy, and financial
planning;
· Risk Management - The processes used by the organisation to identify,
assess, and manage climate-related risks; and
· Metrics and Targets - The metrics and targets used to assess and manage
relevant climate-related risks and opportunities.
These are supported by recommended disclosures that build on the framework with
information intended to help investors and others understand how reporting
companies assess climate-related risks and opportunities.
The table below shows our current progress against the TCFD recommendations.
+----------+-------------------------------------------+-----------------------+
|TCFD |Recommended Disclosure |Defence Holdings |
|Pillar | |Summary |
+----------+-------------------------------------------+-----------------------+
|Governance| |At its current stage of|
| | · Board's oversight of climate-related |development, the |
| |risks and opportunities |Company's operations |
| | · Management's role in assessing and |are at a small scale |
| |managing climate-related risks and |and its environmental |
| |opportunities |impact is also small |
| | |scale. However, the |
| | |Board recognises its |
| | |responsibility to |
| | |protect the |
| | |environment, |
| | |particularly as the |
| | |Company grows. |
| | | |
| | |The Board has oversight|
| | |of climate-related |
| | |matters, including |
| | |risks and |
| | |opportunities. The |
| | |Board is supported by |
| | |the Audit Committee, |
| | |which is responsible |
| | |for keeping under |
| | |review the adequacy and|
| | |effectiveness of the |
| | |Company's internal |
| | |control and risk |
| | |management systems, |
| | |including those related|
| | |to climate. |
+----------+-------------------------------------------+-----------------------+
|Strategy | |The Company is |
| | · Climate-related risks and opportunities|committed to a |
| |identification |healthier net zero |
| | · Climate-related risks and opportunities|planet and considers |
| |impacts |this in development of |
| | · Resilience of the organisation's |its long-term strategy.|
| |strategy | |
| | |The Board is committed |
| | |to strive for |
| | |environmental |
| | |sustainability, |
| | |ensuring that the |
| | |Company's facilities |
| | |optimise energy usage, |
| | |minimise waste and |
| | |protect nature and |
| | |people. |
| | | |
| | |The Company will |
| | |continue to identify |
| | |and consider ESG risks |
| | |and opportunities in |
| | |development of its |
| | |strategy. |
+----------+-------------------------------------------+-----------------------+
|Risk | |As a small company, |
|Management| · Identifying and assessing climate |Defence Holdings is |
| |-related risks |able to embed climate |
| | · Managing climate-related risks |-related risk |
| | · Integration into overall risk |management into its |
| |management |overall internal |
| | |control environment |
| | |from an early stage, |
| | |thus hugely reducing |
| | |transition risk. |
| | | |
| | |As the Company grows, |
| | |the identification, |
| | |assessment and |
| | |management of climate |
| | |-related risks and |
| | |opportunities will be |
| | |actively discussed |
| | |during Board and |
| | |management meetings. |
+----------+-------------------------------------------+-----------------------+
|Metrics | |As the Company grows, |
|and | · Climate-related metrics |it will continue to |
|Targets | · Scope 1, Scope 2 and Scope 3 emissions |monitor its energy use.|
| | · Climate-related targets |The Company will seek |
| | |to collect, structure, |
| | |and effectively |
| | |disclose related |
| | |performance date for |
| | |the material climate |
| | |-related risks and |
| | |opportunities |
| | |identified where |
| | |relevant. |
| | | |
| | |The Board will also |
| | |look to adopt SASB |
| | |recommended disclosures|
| | |in the next 2-3 years. |
| | | |
| | |The Company already |
| | |minimises business |
| | |travel, and therefore |
| | |energy use and |
| | |emissions, through the |
| | |use of internet based |
| | |communications tools. |
| | |It has a policy of |
| | |switching off devices |
| | |when not in use. |
+----------+-------------------------------------------+-----------------------+
The company does not have any gas usage and does not own or rent any property or
vehicles.
Equal Opportunity
The Company promotes a policy for the creation of equal and ethnically diverse
employment opportunities including with respect to gender. The Company promotes
and encourages employee involvement wherever practical as it recognises
employees as a valuable asset and is one of the key contributions to the
Company's success.
Provision of information to auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Company's auditor is
unaware; and
· the Directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Auditors
The auditors, Parker Russell, have indicated their willingness to continue in
office, and a resolution that they be re-appointed will be proposed at the
annual general meeting.
Directors' Responsibility Statement
The directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial period. Under that law the directors have prepared the Company
financial statements in accordance with UK-adopted international accounting
standards. Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit and loss of the Company for
that period.
In preparing these financial statements, the directors are required to:
· Select suitable accounting policies and then apply them consistently;
· Make judgements and accounting estimates that are reasonable and prudent;
· State whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements; and
· Prepare the financial statements on the going concern basis unless it is in
inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and enable
them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Website Publication
The directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the directors. The directors'
responsibility also extends to the ongoing integrity of the financial statements
contained therein.
Directors' responsibilities pursuant to DTR4 (Disclosure and Transparency Rules)
Each of the directors confirm to the best of their knowledge:
· The Company financial statements have been prepared in accordance with UK
-adopted international accounting standards and give a true and fair view of the
assets, liabilities, financial position and profit and loss of the Company; and
· The Annual report includes a fair review of the development and performance
of the business and financial position of the Company together with a
description of the principal risks and uncertainties that it faces.
This report was approved by the board on 27 July 2026 and signed on its behalf
by:
Brian Stockbridge
Executive Director
DEFENCE HOLDINGS PLC - Company Number 12187837
REMUNERATION REPORT
FOR THE YEAR ENDED 31 MARCH 2026
This remuneration report sets out the Company's policy on the remuneration of
executive and non- executive directors together with details of Directors'
remuneration packages and service contracts for the Year ended 31 March 2026.
The Company's remuneration committee is comprised of Derek Lew (as committee
chair), Ian Yarwood-Lovett and James Norwood. The remuneration committee is to
meet at least twice a year and has as its remit the determination and review of,
among others, the remuneration of executives on the Board and any share
incentive plans of the Company.
Total remuneration for Directors and employees for the year ending 2026 was
£1.3m (2025: £2.3m). Please refer to Note 6 below.
Remuneration Policy
In setting the policy, the Board has taken the following into account:
· The need to attract, retain and motivate individuals of a calibre who will
ensure successful leadership and management of the Company;
· The Company's general aim of seeking to reward all employees fairly
according to the nature of their role and their performance
· Remuneration packages offered by similar companies within the same sector;
· The need to align the interests of shareholders as a whole with the long
-term growth of the Company; and
· The need to be flexible and adjust with operational changes throughout the
term of this policy.
Future Policy Table
Executive Directors
+-----------+------------+---------------+--------------+-------------+
|Element |Purpose |Policy |Operation |Opportunity &|
| | | | |Performance |
| | | | |Conditions |
+-----------+------------+---------------+--------------+-------------+
|Base salary|To award for|Based on |Paid monthly &|N/A |
| |services |recommendations|reviewable | |
| |provided |of the |annually | |
| | |remuneration | | |
| | |committee, with| | |
| | |comparison with| | |
| | |other companies| | |
| | |of a similar | | |
| | |size & sector | | |
+-----------+------------+---------------+--------------+-------------+
|Pension |N/A |Statutory, |N/A |N/A |
| | |where | | |
| | |appropriate | | |
+-----------+------------+---------------+--------------+-------------+
|Benefits |N/A |Health and |N/A |N/A |
| | |dental plans | | |
+-----------+------------+---------------+--------------+-------------+
|AnnualBonus|N/A |Based on the |N/A |N/A |
| | |recommendations| | |
| | |of the | | |
| | |remuneration | | |
| | |committee in | | |
| | |relation to the| | |
| | |contributions | | |
| | |of the Company | | |
+-----------+------------+---------------+--------------+-------------+
|Share |To award for|Based on the |N/A |N/A |
|options |services |recommendations| | |
| |provided |of the | | |
| | |remuneration | | |
| | |committee as | | |
| | |part of a | | |
| | |management | | |
| | |incentive, | | |
| | |where | | |
| | |appropriate | | |
+-----------+------------+---------------+--------------+-------------+
Non- Executive Directors
+--------+------------+---------------+--------------+-----------+
|Element |Purpose |Policy |Operation |Opportunity|
| | | | |& |
| | | | | |
| | | | |Performance|
| | | | |Conditions |
+--------+------------+---------------+--------------+-----------+
|Base |To award for|Based on |Paid monthly &|N/A |
|salary |services |recommendations|reviewable | |
| |provided |of the |annually | |
| | |remuneration | | |
| | |committee, with| | |
| | |comparison with| | |
| | |other companies| | |
| | |of a similar | | |
| | |size & sector | | |
+--------+------------+---------------+--------------+-----------+
|Pension |N/A |Statutory, |N/A |N/A |
| | |where | | |
| | |appropriate | | |
+--------+------------+---------------+--------------+-----------+
|Benefits|N/A |Health and |N/A |N/A |
| | |dental plans | | |
+--------+------------+---------------+--------------+-----------+
|Annual |N/A |Based on the |N/A |N/A |
|Bonus | |recommendations| | |
| | |of the | | |
| | |remuneration | | |
| | |committee in | | |
| | |relation to the| | |
| | |contributions | | |
| | |of the Company | | |
+--------+------------+---------------+--------------+-----------+
|Share |To award for|Based on the |N/A |N/A |
|options |services |recommendations| | |
| |provided |of the | | |
| | |remuneration | | |
| | |committee as | | |
| | |part of a | | |
| | |management | | |
| | |incentive, | | |
| | |where | | |
| | |appropriate | | |
+--------+------------+---------------+--------------+-----------+
Notes to the future policy table
The Directors shall also be paid by the Company all travelling, hotel and other
expenses as they may incur in attending meetings of the Directors or general
meetings or otherwise in connection with the discharge of their duties.
Directors' Remuneration (audited)
Details of Directors' remuneration during the year ended 31 March 2026 is as
follows:
Name Base Pension National Share-based Share-based Total
Insurance payment payment
Salary (Warrants) (Equity)
(£`000) (£`000) (£'000) (£'000) (£'000) (£`000)
A McCartney 112 0.9 15 58 186
A Roughan - - - 1 1
A Stazicker 30 0.3 4 13 47
BStockbridge 120 - - 623 25 768
DLew 41 - - - 46 87
I Yarwood 20 - 2 7 29
-Lovett
J Norwood 42 0.2 2 13 57
Lord 24 - 3 62 89
Houghton
Total 389 1 26 777 71 1,264
Of the total £1,264k in directors' remuneration, £416k was paid in cash (base
salary, pension, and national insurance), while the remaining £848k comprised
non-cash share-based payments in the form of warrants and equity.
On 28 July 2025, Brian Stockbridge was granted 153,846,154 warrants over
ordinary shares with a nil exercise price. The award was made in recognition of
services provided in connection with the successful completion of the Company's
May 2025 equity fundraising. The award was fully vested on grant following
completion of the fundraising and remained outstanding at 31 March 2026.
Terms of appointment
The services of the Directors, provided under the terms of agreement with the
Company are dated as follows:
Director Year of Number of Date of current engagement letter
appointment completed
years
D Lew 03-Dec-19 6 03 December 2019
B Stockbridg 31-Mar-22 4 31 March 2022
e
A McCartney 28-Jul-25 0 28 July 2025
A Stazicker 28-Jul-25 0 28 July 2025
I Yarwood 28-Jul-25 0 28 July 2025
-Lovett
J Norwood 28-Jul-25 0 28 July 2025
J Houghton 01-Oct-25 0 01 October 2025
A Roughan 30-Mar-26 0 30 March 2026
Consideration of shareholder views
The Board will consider shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Company's annual policy on
remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role,
internal relativities, the individual's experience and their current base
salary. Where an individual is recruited at below market norms, they may be re
-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the Company
will meet certain relocation and/or incidental expenses as appropriate.
Historical Share Price Performance Comparison
The table below compares the share price performance (based on a notional
investment of £100) of Defence Holdings Plc against the FTSE Small Cap index for
the period 2 October 2020 to 31 March 2026. The FTSE Small Cap index has been
chosen to provide a wider market comparator containing companies of an
appropriate size.
FTSE Small Cap Company
31 March 2026 £131.04 £25.00
30 September 2025 £132.70 £78.85
31 March 2025 £106.76 £9.13
30 September 2023 £120.52 £7.19
30 September 2022 £116.16 £26.88
30 September 2021 £145.96 £63.75
2 October 2020 £100.00 £100.00
The Company was listed on 2 October 2020 so there is no historical share price
data prior to this date.
Corporate Governance Statement
The Company intends to comply with the provisions of the Corporate Governance
Code published by the Quoted Companies Alliance (QCA Corporate Governance Code)
insofar as is appropriate having regard to the size and nature of the Company
and the size and composition of the Board.
The Company's ordinary shares are admitted to the equity shares (transition)
category of the FCA's Official List. Accordingly, the Company is subject to the
UK Listing Rules applicable to issuers in that category.The QCA has identified
10 principles that focus on the pursuit of medium to long-term growth in value
for shareholders without stifling the entrepreneurial spirit in which a company
was created.
Companies need to deliver growth in long-term shareholder value. This requires
an efficient, effective and dynamic management framework and should be
accompanied by good communication which helps to promote confidence and trust.
Deliver growth
Principle 1: Establish a strategy and business model which promote long-term
value for shareholders.
The Company's strategy and business model were initially established and set out
in the Company's IPO Admission Document. The strategy is reviewed, assessed and
revised at Board meetings as required. The Company's strategy, business model
and progress are communicated through the Strategic Report of each Annual
Report.
Principle 2: Seek to understand and meet shareholder needs and expectations.
The Company's Chair meets with existing shareholders from time to time as do the
Executive Directors.
The Company has an active social media presence which seeks to keep all
stakeholder groups informed of progress.
The Company welcomes all attendees to its Annual General Meetings ("AGMs") and
seeks to engage with them both formally and informally on the day.
Principle 3: Take into account wider stakeholder and social responsibilities and
their implications for long-term success.
As a people-centric business, much of their 'day job' involves
communication/meetings with both external third parties and the Company's staff.
Minimising the environmental impact of these activities is actively encouraged
through the Group's:
Employment policies e.g. travel, use of public transport, working from home
Use of Google Meet and Slack, web-based communications facilities.
Principle 4: Embed effective risk management, considering both opportunities and
threats, throughout the organisation.
The Company's approach to risk management together with the principal risks and
uncertainties applicable, their possible consequences and mitigation are set out
in the Principal Risks and Uncertainties section of the Company's Annual Report.
The Board reviews, evaluates and prioritises risks to ensure that appropriate
measures are in place to effectively manage and mitigate those identified.
Maintain a dynamic management framework
Principle 5: Maintain the Board as a well-functioning, balanced team led by the
Chair.
The Corporate Governance section of the Company's Annual Report details the
composition of its Board and Committees. These are also included within the
Investor Relations section of its website.
All of the Directors (both Executive and Non-executive) are committing the time
necessary to fulfil their roles. Non-executive Directors sit on the Audit and
Risk and Remuneration Committees. The Board meets formally at least six times a
year. During the year to 30 September 2023, the Board met 7 times.
Principle 6: Ensure that between them the Directors have the necessary up-to
-date experience, skills and capabilities.
A biography of each Board member is included within the Investor Relations
section of its website. These list current and past roles of each Board member
and also describe the relevant business experience that each Director brings to
the Board, plus their academic and professional qualifications. The biographies
show the balanced blend of skills and experience required to enable the Company
to execute its strategic objectives within a corporate governance framework
which has been tailored to its business activities.
Principle 7: Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement.
The Corporate Governance section of the Annual Report describes the function of
the Board and its Committees. Whilst the Company does not have a Nominations
Committee, the Directors regularly review the structure, size, composition
(including the skills, knowledge, experiences and diversity) of the Board and
make recommendations to the Board with regard to any changes.
Principle 8: Promote a corporate culture that is based on ethical values and
behaviors.
Within the Annual Report, the Chairman's statement provides further evidence of
the iteration and implementation of the framework that continues to develop the
Company's culture and support both existing and new employees. This sets out the
Company's purpose, values and culture.
Principle 9: Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board.
The Investor Relations area of the Company's website includes a Corporate
Governance section which, in addition to the high-level explanation of the
application of the QCA Code, describes the composition of the Board and its
Committees, together with a brief biography of each Board member.
The roles of Committees are described, along with their terms of reference and
matters reserved by the Board for its consideration.
The Corporate Governance section of the Annual Report also details the
composition of the Board and its Committees, and the role of each Committee.
Principle 10: Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.
The Corporate Governance section of the Annual Report includes disclosure of
Board Committees, their composition and where relevant, any work undertaken
during the year. It includes a detailed Remuneration Report. The s172 Statement
section of the Annual Report provides details of stakeholder communication
practices.
The website includes all historic Annual Reports, results announcements and
presentations, and other governance-related material. These can be found in the
Investor Relations section, under Regulatory News. This section of the website
also includes the results of all AGMs.
This report was approved by the board on 27 July 2026 and signed on its behalf
by:
Derek Lew
Chair of the Remuneration Committee
Defence Holdings PLC
Parker Russell UK LLP's Independent Auditor's
Report to the members of Defence Holdings PLC
Opinion
We have audited the financial statements of Defence Holdings PLC (the "Company")
for the year ended 31 March 2026, which comprise the statement of comprehensive
income, statement of financial position, statement of changes in equity,
statement of cash flows and the related notes to the financial statements,
including material accounting policy information. The financial reporting
framework that has been applied in their preparation is applicable law and UK
-adopted international accounting standards.
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs as at 31
March 2026 and of its loss for the year then ended;
· have been properly prepared in accordance with UK-adopted international
accounting standards; and
· have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards
are further described in the Auditor's responsibilities for the audit of the
financial statements section of our report. We are independent of the Company in
accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC's Ethical Standard as applied
to public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use
of the going concern basis of accounting in the preparation of the financial
statements is appropriate. Based on the work we have performed, we have not
identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Company's
ability to continue as a going concern for a period of at least twelve months
from the date on which the financial statements are authorised for issue.
Our evaluation of the directors' assessment of the Company's ability to continue
as a going concern included:
· evaluating the directors' cash-flow forecasts for a period extending at least
twelve months from the expected date of approval of the financial statements,
including checking their mathematical accuracy and consistency with Board
-approved plans and the Company's current operating structure;
· assessing available post-year-end cash information and comparing forecast
expenditure and cash flows with actual performance;
· evaluating the post-year-end £4 million gross equity placing, including the
terms of the placing and evidence supporting the availability of the related net
proceeds;
· challenging the principal assumptions relating to operating expenditure,
development commitments, recruitment, discretionary spending and the timing of
anticipated commercial cash inflows;
· evaluating downside sensitivities and reverse stress testing, including the
directors' ability to defer or reduce discretionary expenditure; and
· considering the Company's first revenue-generating Ministry of Defence
contract as corroborative evidence of post-year-end commercial progress and
assessing the adequacy of the related going concern and subsequent-event
disclosures.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are the matters that, in our professional judgement, were of
most significance in our audit of the financial statements of the current
period. They include the most significant assessed risks of material
misstatement, whether or not due to fraud, including those that had the greatest
effect on our overall audit strategy, the allocation of resources in the audit
and the direction of the engagement team's efforts. These matters were addressed
in the context of our audit of the financial statements as a whole and in
forming our opinion thereon, and we do not provide a separate opinion on these
matters.
+------------------+-----------------------------------------------------------+
|Key audit matter |How our audit addressed this matter |
+------------------+-----------------------------------------------------------+
|Existence and |
|recoverability of |
|other debtors |
+------------------+-----------------------------------------------------------+
|Trade and other |· agreed the balance to the underlying accounting records |
|receivables |and inspected evidence supporting the payments made by the |
|include |Company; |
|approximately | |
|£230,000 relating |· inspected the business-disposal documentation and other |
|to amounts paid by|contractual evidence to assess the Company's rights to |
|the Company in |recovery; |
|connection with | |
|liabilities |· inspected correspondence with the successor entity, the |
|originating from |appointed insolvency practitioners and legal advisers; |
|the former Guild | |
|Esports business. |· considered post-year-end receipts and other evidence of |
| |recovery available up to the date of our report; |
|The successor | |
|entity has entered|· challenged the directors' expected-credit-loss |
|insolvency |assessment, including the probability and amount of |
|proceedings and |recovery under the insolvency process; and |
|recovery is | |
|dependent on the |· assessed the adequacy of the related accounting policy, |
|Company's legal |estimation and financial-statement disclosures. |
|rights and the | |
|outcome of the | |
|insolvency | |
|process. The | |
|balance is | |
|material to the | |
|financial | |
|statements and the| |
|assessment of | |
|recoverability | |
|under IFRS 9 | |
|involves | |
|significant | |
|judgement. | |
| | |
|Because the | |
|balance is | |
|material and | |
|recovery depends | |
|on an insolvency | |
|process, we | |
|identified this as| |
|one of the most | |
|significant | |
|assessed risks of | |
|material | |
|misstatement. | |
| | |
|Refer to Note 10, | |
|Trade and other | |
|receivables. | |
+------------------+-----------------------------------------------------------+
|Recoverability and |
|accounting for the |
|Whitespace |
|research and |
|development |
|prepayment |
+------------------+-----------------------------------------------------------+
|At 31 March 2026, |· inspected the executed strategic partnership agreement, |
|the Company |statements of work, invoices, payment records and relevant |
|recognised a £608k|Board approvals; |
|prepayment to | |
|Whitespace Global |· evaluated the contractual milestones, acceptance |
|Limited under a |criteria and the Company's rights to project outputs and |
|strategic |intellectual property; |
|partnership for | |
|the development of|· inspected evidence of development activity and |
|sovereign AI |deliverables completed before and after the reporting date |
|-enabled defence |and considered the appropriate cut-off and classification |
|software and |of expenditure; |
|infrastructure | |
|solutions. During |· challenged the directors' assessment of technical |
|the year, the |feasibility, intention and ability to complete the |
|Company paid £1.0 |projects, availability of resources and the prospects for |
|million under the |commercial deployment; |
|arrangement, of | |
|which £392k |· considered whether any part of the balance should be |
|relating to |expensed, capitalised or impaired and assessed relevant |
|services and |post-year-end commercial evidence; and |
|development | |
|activity received |· assessed the adequacy of the accounting policy, |
|by the reporting |significant-judgement and related-party disclosures. |
|date was | |
|recognised as | |
|research and | |
|development | |
|expenditure. | |
| | |
|The accounting | |
|involves judgement| |
|regarding the | |
|services and | |
|deliverables | |
|received by year | |
|end, the Company's| |
|contractual and | |
|intellectual | |
|-property rights, | |
|recoverability of | |
|the remaining | |
|prepayment, the | |
|commercial and | |
|technical | |
|prospects of the | |
|projects and | |
|whether any | |
|expenditure meets | |
|the recognition | |
|criteria for an | |
|intangible asset | |
|under IAS 38. | |
|Whitespace Global | |
|Limited is also a | |
|related party of | |
|the Company. | |
| | |
|Given the | |
|materiality of the| |
|remaining balance,| |
|its related-party | |
|nature and the | |
|significant | |
|judgement involved| |
|in recoverability | |
|and accounting | |
|classification, we| |
|identified this as| |
|one of the most | |
|significant | |
|assessed risks of | |
|material | |
|misstatement.Refer| |
|to Note 10, Trade | |
|and other | |
|receivables, and | |
|the Related party | |
|transactions note.| |
+------------------+-----------------------------------------------------------+
|Valuation and |
|accounting for |
|share-based |
|payments |
+------------------+-----------------------------------------------------------+
|The Company issued|· inspected warrant agreements, service agreements, Board |
|a significant |approvals, regulatory announcements and supporting share |
|number of warrants|-capital records and assessed the completeness of the award|
|and other equity |population; |
|-settled awards to| |
|directors, |· evaluated the classification, grant dates, vesting and |
|employees and |service conditions and the periods over which the awards |
|advisers during |should be recognised under IFRS 2; |
|the year and | |
|recognised a |· recalculated the fair values using the applicable |
|material share |valuation methodology and tested the mathematical accuracy |
|-based payment |of the models; |
|charge and | |
|reserve. |· challenged significant inputs by reference to the |
| |Company's quoted share price, historical market data, |
|The arrangements |contractual terms and observable risk-free rates; |
|require judgement | |
|in determining the|· reconciled awards granted, exercised, lapsed and |
|grant date, |outstanding to the accounting charge, equity reserve and |
|classification, |share-capital records; and |
|vesting and | |
|service |· assessed the adequacy of the related accounting policy, |
|conditions, |estimation uncertainty, directors' remuneration and share |
|recognition period|-based payment disclosures. |
|and valuation. The| |
|Black-Scholes | |
|model is sensitive| |
|to assumptions | |
|including the | |
|quoted share | |
|price, expected | |
|volatility, | |
|expected life, | |
|risk-free interest| |
|rate and expected | |
|dividends. | |
| | |
|Given the | |
|materiality and | |
|complexity of the | |
|arrangements and | |
|the estimation | |
|uncertainty in the| |
|valuation inputs, | |
|we identified this| |
|as one of the most| |
|significant | |
|assessed risks of | |
|material | |
|misstatement. | |
| | |
|Refer to Note 13, | |
|Share-based | |
|payments, and the | |
|audited section of| |
|the Directors' | |
|Remuneration | |
|Report. | |
+------------------+-----------------------------------------------------------+
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set
certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the nature, timing and extent
of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate, on the financial statements as a whole.
+-------------+--------+----------------------------------------------+
|Measure |Amount |Basis |
+-------------+--------+----------------------------------------------+
|Overall |£49,000 |Initially set at approximately 2% of planning |
|materiality |(2025: |gross assets and retained at £49,000 after |
| |£87,000)|reassessment against final gross assets |
| | |(approximately 1.5%) and qualitative factors, |
| | |including the first-year audit and listed |
| | |-company regulatory considerations. |
+-------------+--------+----------------------------------------------+
|Performance |£24,500 |50% of overall materiality, reduced to reflect|
|materiality |(2025: |the first-year audit, the developing control |
| |44,000) |environment and the number and nature of |
| | |significant and fraud risks. |
+-------------+--------+----------------------------------------------+
|Threshold for|£2,450 |Misstatements above this amount, and any lower|
|reporting |(2025: |amounts that warranted reporting for |
|misstatements|4,400) |qualitative reasons, were reported to those |
| | |charged with governance. |
+-------------+--------+----------------------------------------------+
Benchmark percentage: Overall materiality was initially determined at £49,000,
representing approximately 2% of gross assets based on the planning financial
information. We reassessed materiality using the final financial information and
retained it at £49,000, equivalent to approximately 1.4% of final gross assets,
after considering the first-year audit, the developing control environment and
qualitative regulatory factors. Transactions with directors and related parties,
and certain regulatory and remuneration disclosures, were treated as material by
nature and were subject to lower or nil thresholds as appropriate.
An overview of the scope of our audit
We designed our audit by determining materiality and assessing the risks of
material misstatement in the financial statements. In particular, we considered
areas involving significant accounting judgement, estimation uncertainty or
management bias, and the risk of management override of controls.
The Company is a single legal entity and does not prepare consolidated financial
statements. Our audit scope covered the complete financial information of
Defence Holdings PLC.
+--------+-------------------------------------------------------------------+
|Entity |Principal audit focus |
+--------+-------------------------------------------------------------------+
|Defence |Financial statements, cash and post-year-end funding, receivables, |
|Holdings|the Whitespace development prepayment, operating expenditure, share|
|PLC |capital and warrants, share-based payments, directors and related |
| |parties, taxation, subsequent events and going concern. |
+--------+-------------------------------------------------------------------+
As the Company is a single legal entity, we performed a full-scope audit of its
complete financial information. Our scope was designed to address each of the
key audit matters described above and was influenced by our application of
overall materiality of £49,000 and performance materiality of £24,500. Revenue
for the year was £nil.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors' report for
the financial year for which the financial statements are prepared is consistent
with the financial statements;
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements; and
· the part of the directors' remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified material
misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us;
· the financial statements and the part of the directors' remuneration report
to be audited are not in agreement with the accounting records and returns;
· certain disclosures of directors' remuneration specified by law are not made;
or
· we have not received all the information and explanations we require for our
audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's
financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs (UK), we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
· identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal control;
· obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company's
internal control;
· evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
directors;
· conclude on the appropriateness of the directors' use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention
in our report to the related disclosures or, if such disclosures are inadequate,
to modify our opinion;
· evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation; and
· communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit, significant audit findings
and any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence and, where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or, in extremely rare
circumstances, we determine that a matter should not be communicated because the
adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the Company and the sector in which it operates,
we identified the laws and regulations with a direct effect on material amounts
and disclosures in the financial statements as including the Companies Act 2006,
UK-adopted international accounting standards and tax legislation. We also
considered other laws and regulations fundamental to the Company's operations,
including the UK Listing Rules, the Disclosure Guidance and Transparency Rules,
the UK Market Abuse Regulation, employment and data-protection requirements, and
laws and regulations relevant to defence procurement, sanctions, export controls
and national security.
Our procedures included:
· enquiries of management, the directors and those charged with governance
concerning actual and potential litigation, claims, fraud and non-compliance
with laws and regulations;
· inspection of Board and committee minutes, material contracts, legal
correspondence, regulatory announcements and available communications with
regulators and professional advisers;
· consideration of the Company's controls and procedures for compliance with
laws and regulations, the release of inside information and the identification
of related-party relationships and transactions;
· testing of journal entries and other adjustments, with a focus on unusual
entries, entries posted by senior management, year-end adjustments and
transactions outside the normal course of business;
· review of material equity issues, At-the-Market equity issuance transactions,
warrants, share-based payments, directors' remuneration, related-party
transactions and other unusual or complex transactions for evidence of
management bias or override;
· procedures over material development arrangements and receivables, including
inspection of underlying contractual, settlement and post-year-end evidence; and
· assessment of whether the financial statements and other information
appropriately disclosed matters relating to the Company's regulatory status,
capital raising, defence-sector activities, related parties, subsequent events
and going concern.
There are inherent limitations in the audit procedures described above. The more
removed that laws and regulations are from financial transactions, the less
likely it is that we would become aware of non-compliance. Auditing standards
also limit the audit procedures required to identify non-compliance with laws
and regulations to enquiry of the directors and other management and inspection
of regulatory and legal correspondence, if any. Material misstatements that
arise due to fraud can be harder to detect than those that arise from error
because fraud may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditor's report.
Other matter
The financial statements of the Company for the 18-month period ended 31 March
2025 were audited by another auditor who expressed an unmodified opinion on
those financial statements on 20 July 2025.
Other matters that we are required to address
We were appointed by the Board of Directors on 23 January 2026 to audit the
financial statements for the year ended 31 March 2026. The period of total
uninterrupted engagement, including previous renewals and reappointments of the
firm, is one year.
We confirm that we are independent of the Company and have not provided any
prohibited non-audit services, as defined by the Ethical Standard issued by the
Financial Reporting Council. Our audit report is consistent with our additional
report to the Audit Committee / Board of Directors explaining the results of our
audit.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members as a body, for our
audit work, for this report, or for the opinion we have formed.
Jason Parker MA, FCA
(Senior Statutory Auditor)
for and on behalf of Parker Russell UK LLP
Statutory Auditor
Date: 27/07/2026
London
[Parker-Russell-Logo]
DEFENCE HOLDINGS PLC - Company Number 12187837
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
Year ended 18 Months
31 March 31 March
2026 2025
Note £'000 £'000
Continuing Operations
Revenue 3 - 4,334
Cost of sales 4 - (1,202)
Gross profit - 3,132
Administration expenses 4 (4,556) (5,191)
Depreciation & Amortisation 9 (6) (871)
Operating profit/(loss) (4,562) (2,967)
Finance costs - (242)
Gain on disposal of Trade - 2,106
Realised Currency Gains - 4
Loss before taxation (4,562) (1,042)
Taxation 7 235 (235)
Loss after taxation (4,327) (1,277)
Other comprehensive income - -
Total comprehensive income for the year (4,327) (1,277)
Basic and diluted earnings per share (pence) 9 (0.243) (0.17)
The accompanying accounting policies and notes on pages 28 to 43 form part of
the financial statement.
DEFENCE HOLDINGS PLC - Company Number 12187837
STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2026
31 March 31 March
2026 2025
Note £'000 £'000
Non-Current assets
Office Equipment 9 11
Total Non-current assets 11 0
Current assets
Total Cash at bank and in hand 886 69
Trade and other receivables 10 2,368 8
Total Current assets 3,254 77
Current liabilities
Trade and other payables 11 535 494
Tax Payable 7 235
Total Current liabilities 535 729
Non-current Liability - -
Total Non-Current liabilities - -
Net assets 2,730 (652)
Equity
Retained Earnings (30,308) (25,981)
Share Capital 12 2,474 805
Share Premium 12 28,778 23,673
Share based payments reserve 13 1,786 851
2,730 (652)
The accompanying accounting policies and notes on pages 28 to 43 form part of
the financial statements.
The financial statements were approved by the board on 27 July 2026 by:
Brian Stockbridge
Executive Director
DEFENCE HOLDINGS PLC - Company Number 12187837
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
Share Share Share Retained Total Equity
Capital Premium Reserve Earnings
£'000 £'000 £'000 £'000 £'000
As at 30 September 2023 622 23,061 838 (24,752) (231)
(Loss) for the period - - - (1,277) (1,277)
Total Comprehensive loss - - - (1,277) (1,277)
for the period
Shares issued during the 183 647 - - 830
period
Share-based payments - - 237 - 237
Exercised and lapsed - - (224) 48 (176)
warrants
Share issue cost during - (35) - - (35)
the period
Total transactions with 183 612 13 48 856
owners
As at 31 March 2025 805 23,673 851 (25,981) (652)
(Loss) for the period - - - (4,327) (4,327)
Total Comprehensive loss - - - (4,327) (4,327)
for the period
Shares issued during the 1,669 6,113 7,782
period
Share-based payments and - (623) 2,566 1,943
related equity issue
costs
Exercised and lapsed (1,631) (1,631)
warrants
Share issue cost during (385) (385)
the period
Total transactions with 1,669 5,105 935 (4,327) 3,382
owners
As at 31 March 2026 2,474 28,778 1,786 (30,308) 2,730
The accompanying accounting policies and notes on pages 28 to 43 form part of
the financial statements.
DEFENCE HOLDINGS PLC - Company Number 12187837
STATEMENT OF CASHFLOW
FOR THE YEAR ENDED 31 MARCH 2026
Year ended 18 Months ended
31-Mar-2026 31-Mar-2025
Note £'000 £'000
Cash flow from operating
activities
Loss for the financial (4,327) (1,042)
period/year
Adjustments for:
Lease liability finance - 211
charge
Amortisation & impairment - 72
of intangibles
Depreciation (property, 9 6 326
plant, equipment)
Depreciation (right-of-use - 453
assets)
(Gain)/Loss on disposal of - (2,106)
assets
Share-based payments 13 1,939 61
(warrants)
-
Reversal of corporation tax 7 (235) -
provision
Shares issued in settlement 350 -
of directors' fee
ATM Receivables 1,349 -
Changes in working capital:
Decrease/(increase) in 10 (2,359) 455
trade receivables
(Decrease)/increase in 11 40 1,059
trade payables
Net Cash Used in Operating (3,237) (511)
Activities
Cash Flow from Investing
Activities
Purchase of property, (17) (47)
plant, equipment
Net Cash Used in Investing (17) (47)
Activities
Cash Flow from Financing
Activities
Proceeds from share 12 6,774 795
issuance
Non-cash adjustment for (1,354) -
share issuance
ATM Receivables (1,349)
Payment of provisions - (346)
Payment of lease - (281)
liabilities
Net cash generated 4,071 168
from/(used in) financing
activities
Net increase (decrease) in 817 (390)
cash and cash equivalents
Cash and cash equivalents 69 459
at beginning of the period
Cash and cash equivalents 886 69
at end of the period
DEFENCE HOLDINGS PLC - Company Number 12187837
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
1 GENERAL INFORMATION
Defence Holdings PLC is a public limited company incorporated in England and
Wales and domiciled in the United Kingdom. The registered office is 21 Arlington
Street, London, England, SW1A 1RN (2025: 72 Charlotte Street, London, England,
W1T 4QQ; 2023: 2 Chance Street, London, E1 6JT). The Company was incorporated on
3 September 2019 originally under the name "The Lords Esports Plc" before
changing its name to " Guild Esports Plc" on 17 April 2020, then "Cassel Capital
Plc" on 28 January 2025 and then "Defence Holdings Plc" on 19 May 2025.
The Company's principal activities and nature of its operations are disclosed in
the Directors' Report.
2 ACCOUNTING POLICIES
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to the
economic decision-making needs of users, that are reliable, free from bias,
prudent, complete and represent faithfully the financial position, financial
performance and cash flows of the entity.
2.1 Basis of preparation
The financial statements have been prepared in accordance with UK-adopted
international accounting standards and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional
currency of the Company. Monetary amounts in these financial statements are
rounded to the nearest £'000. The financial statements have been prepared under
the historical cost convention. The principal accounting policies adopted are
set out below.
The Company has adopted the applicable amendments to standards effective for
accounting periods commencing on 1 April 2025. The nature and effect of these
changes as a result of the adoption of these amended standards did not have an
impact on the financial statements of the Company and, hence, have not been
disclosed. The Company has not early adopted any standards, interpretations or
amendments that have been issued but are not yet effective.
The Company changed its accounting reference date from 30 September to 31 March
during the prior period. As a result, the current financial statements cover a
12-month period ended 31 March 2026, compared to the prior financial period of
18 months from 1 October 2023 to 31 March 2025. As a result, the amounts
presented in the primary financial statements are not entirely comparable to the
prior period figures due to the difference in length of reporting periods, as
well as the disposal of the Company's esports business that took place in the
prior period.
2.2 Going concern
The Directors, having made due and careful enquiry, are of the opinion that the
Company has adequate working capital to meet its obligations over the next 12
months. In making this assessment, the Directors have reviewed detailed cash
flow forecasts and projections through to 31 July 2027, prepared by management,
under both a base case and a sensitised downside scenario. The downside scenario
reflects delays to contracted revenue and increased overhead costs. Under both
scenarios, the Company is projected to maintain sufficient liquidity to meet its
obligations as they fall due throughout the assessment period.
The Company successfully completed a £3.45 million fundraise in 2025, following
approval of the prospectus by the FCA and admission of the new shares to trading
on the London Stock Exchange. This funding has provided the Company with a
strengthened financial platform to support its strategic objectives in the
defence technology sector.
Subsequent to the year-end, the Company raised £4 million through a placing and
subscription, providing sufficient capital to fund the Company's planned
operations and strategic objectives for the foreseeable future.
In the prior year, the financial statements were prepared with reference to a
material uncertainty related to going concern, arising from conditionality of
the committed £3.45 million fundraise. The Directors are satisfied that the
completion of the post year-end fundraise, together with the resulting
strengthened cash position, has resolved that uncertainty. Accordingly, no such
material uncertainty exists as at the date of approval of these financial
statements. The Directors have therefore adopted the going concern basis of
accounting in the preparation of the annual financial statements.
2.3 Segmental reporting
The Directors have determined that the Company operates as a single operating
segment, being the development and commercialisation of defence technology
products. This determination reflects the internal reporting structure and the
basis on which the Board reviews financial performance and allocates resources.
Accordingly, no segmental analysis is presented; the financial information for
the single segment is as disclosed throughout these financial statements.
Entity-wide disclosures: The Company generated no revenue during the year (prior
year: £4,334k). The entity-wide disclosures relating to products and services,
geographic information (revenue) and major customers required by IFRS 8 are
therefore not applicable.
2.4 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits with banks.
During the period, the Company banked with Revolut Bank UK Ltd and Wise Payments
Limited.
2.5 Research and Development
Research and development expenditure is classified into either the research
phase or the development phase.
Expenditure incurred during the research phase, which is undertaken to obtain
new scientific or technical knowledge without identifying a specific future
asset, is recognised as an expense as incurred. At this stage, it is not
possible to demonstrate that an identifiable intangible asset exists or that it
will generate probable future economic benefits.
Development expenditure is capitalised as an internally generated intangible
asset only when the Company can demonstrate that the recognition criteria set
out in IAS 38Intangible Assetshave been met. In particular, the Company must
demonstrate that:
· the project is technically feasible to complete and the Company intends, and
has the ability, to complete and use or sell the asset;
· the asset is expected to generate probable future economic benefits,
supported by evidence of a market for the asset or, where it is to be used
internally, its expected usefulness to the Company;
· adequate technical, financial and other resources are available to complete
the development and to use or sell the asset; and
· expenditure attributable to the asset during its development can be measured
reliably.
Development expenditure is capitalised only from the date on which all of the
above recognition criteria have been satisfied. Expenditure incurred before this
point is recognised as an expense and is not subsequently reinstated as part of
the cost of the asset.
The Company's assessment of when these recognition criteria are met, and the
process applied in making that assessment, is set out below.
Prepayments pending assessment
Where the Company makes payments in advance under a development arrangement,
including under a strategic partnership with an external developer, these are
initially held as prepayments rather than capitalised. At the point payment is
made, the Company has not yet carried out the assessment needed to establish
whether the IAS 38 criteria above have been satisfied, so no part of the payment
is treated as an intangible asset on payment.
Moving from prepayment to intangible asset
Management reviews each development arrangement at the reporting date to assess
how far the underlying work has progressed against the recognition criteria.
Where the arrangement is a strategic partnership, this review draws on input
from a joint oversight committee made up of representatives from the Company and
the partner, which tracks delivery against agreed milestones and reports back to
management. The committee's findings feed into management's judgement but don't
replace it. Management is responsible for determining whether the recognition
criteria have been satisfied..
Once management is satisfied that the criteria have been met for a given piece
of work, the corresponding amount is moved out of prepayments and recognised as
an internally generated intangible asset (programme asset). Any part of the
prepayment relating to work not yet assessed as meeting the criteria stays as a
prepayment and is looked at again the following period.
If a project, or part of one, is later expected not to proceed or not to deliver
future economic benefit, the relevant amount, whether it's sitting in
prepayments or has already been capitalised, is written off to the income
statement straight away.
Releasing prepayments to expense
Where work has been performed under a development arrangement but management
concludes, on review at the reporting date, that the IAS 38 recognition criteria
have not been satisfied, the corresponding portion of the prepayment is released
to the income statement and recognised as a research and development expense.
Impairment and amortisation
Larger, individually significant programmes are tested for impairment on their
own as separate cash-generating units. Smaller programmes are grouped and tested
on a pooled basis, using an average lead time and useful life across the pool.
Capitalised development costs are amortised straight-line over their estimated
useful life, the period the Company expects to see the related economic benefit,
starting once the asset is ready for use. Useful life and method are reassessed
at least annually.
2.6 Equity and reserves
Share capital is determined using the nominal value of shares that have been
issued.
Shares to be issued relates to monies received in advance ahead of the issue of
shares that was completed post period end following the admission to the London
Stock Exchange. Upon the issue of these shares this reserve will be split
between share capital and share premium reserves.
The Share premium account includes any premiums received on the initial issuing
of the share capital. The share premium account includes premiums received on
the issue of share capital. Transaction costs directly attributable to the issue
of shares are deducted from equity, net of any related income tax benefit.
Share-based payments
Equity-settled share-based payment transactions are measured at the fair value
of the equity instruments granted at the grant date. The fair value of the
services received is recognised as the services are received, with a
corresponding increase in the share-based payment reserve.
The debit arising from an equity-settled share-based payment is normally
recognised as an expense unless the services received qualify for recognition as
an asset under another applicable accounting standard or represent qualifying
transaction costs of an equity transaction.
Where share-based payments are issued in exchange for services that are
incremental and directly attributable to a successfully completed issue of new
equity instruments, and which would otherwise have been avoided, the
corresponding cost is deducted directly from share premium in accordance with
IAS 32. Where services relate partly to an equity issue and partly to other
activities, the cost is allocated between equity and profit or loss on a
rational and consistent basis.
Equity-settled awards are not subsequently remeasured after the grant date. On
exercise, expiry or lapse, amounts may be transferred between components of
equity without affecting total equity.
2.7 Earnings per share
The Company presents basic and diluted earnings per share data for its Ordinary
Shares.
Basic earnings per Ordinary Share is calculated by dividing the profit or loss
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings and
number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.
2.8 Taxation
Tax currently receivable or payable is based on taxable profit or loss for the
period. Taxable profit or loss differs from profit or loss as reported in the
income statement because it excludes items of income and expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The liability for current tax is calculated using
tax rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is proved in full on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial
statement. Deferred tax is determined using tax rates (and laws) that have been
enacted or substantively enacted by the balance sheet date and are expected to
apply when the related deferred income tax asset is realised of the deferred tax
asset or liability is settled.
2.9 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any accumulated impairment losses.
When the Company acquires any plant and equipment it is stated in the accounts
at its cost of acquisition less a provision.
Depreciation is charged to write off the costs less estimated residual value of
plant and equipment on a straight basis
over their estimated useful lives being:
· Office equipment 33% straight-line per annum
· Office equipment (furniture) 33% straight-line per annum
· Computer equipment 33% straight-line per annum
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.
2.10 Financial instruments
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 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 amounts receivable, prepayments and cash
and cash equivalents held by the Company. 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.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or
loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of the
financial asset, the estimated future cash flows of the investment have been
affected.
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 party.
Financial liabilities
Financial liabilities, including trade and other payables and accrued
liabilities, are initially measured at fair value and are subsequently measured
at amortised cost using the effective interest rate method.
2.11 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make
estimates and judgements and form assumptions that affect the reported amounts
of the assets, liabilities, revenue and costs during the periods presented
therein, and the disclosure of contingent liabilities at the date of the
financial information. Estimates and judgements are continually evaluated and
based on management's historical experience and other factors, including future
expectations and events that are believed to be reasonable.
During the year, the Company issued warrants. The directors have applied the
Black-Scholes pricing model to assess the costs associated with the share-based
payments. The Black-Scholes model is dependent upon several inputs where the
directors must exercise their judgement, specifically: risk-free investment
rate; expected share price volatility at the time of the grant; and expected
level of redemption. The assumptions applied by the directors, and the
associated costs recognised in the financial statements are outlined in these
financial statements.
2.12 Foreign currency
During the year, the Company had no foreign currency transactions or balances
denominated in currencies other than pounds sterling.
2.13 New standards, amendments and interpretations New standards and amended
standards
The following new standards or amendments to existing standards were adopted as
endorsed by the UK Endorsement Board (UKEB) with effective date 1 January 2024
for the first time but had no material impact on the financial statements.
· Lease liability in a sale and leaseback transaction (Amendments
to IFRS 16)
· Classification of Liabilities as Current or Non-current and Non
-current Liabilities with Covenants (Amendments to IAS
· Disclosures: Supplier Finance Arrangements -(Amendments to IAS
7 and IFRS 7)
Future accounting developments
The following accounting standards have been issued by the IASB and endorsed by
the UKEB but are not yet effective.
· Lack of exchangeability (Amendments to IAS1)
· Classification and Measurement of Financial Instruments
(Amendments to IFRS9 and IFRS7 Annual Improvements to IFRS Accounting Standards-
Volume 11
· Power Purchase Agreements (Amendments to IFRS 9 and IFRS 7)
· IFRS 18 - Presentation and Disclosure in Financial Statements
and IFRS 19 - Subsidiaries without Public Accountability: Disclosures are not
yet endorsed by UKEB.
The Company is currently assessing the impact of these amendments, however the
impact to the Company financial reporting is not expected to be material.
3 REVENUE
During the year ended 31 March 2026, the Company remained in the development and
commercialisation phase of its strategic sovereign-AI and defence technology
initiatives. While the Company continued to advance a number of strategic
projects and partnership initiatives, no material customer contracts had
progressed to a stage at which revenue recognition criteria under IFRS 15 were
satisfied during the year.
Year ended 18 Months ended
31 Mar 2026 31 Mar 2025
Revenue analysed by class of business
Sponsorship revenue - over time* N/A 2,217
Events N/A 199
Guild Studios - point in time N/A 1,454
Prize money - point in time N/A 277
Other revenue - point in time N/A 187
- 4,334
Revenue analysed by geographical market Year ended 18 Months ended
31 Mar 2026 31 Mar 2025
UK N/A 3,787
EMEA N/A 511
USA N/A 36
- 4,334
4 OPERATING COSTS AND
ADMINISTRATIVE
EXPENDITURE
Year ended 18 Months ended
31 Mar 2026 31 Mar 2025
£'000 £'000
Cost of Sales
Player prize money - (271)
Sponsorship direct - (171)
costs
Studio direct cost - (693)
Other direct costs - (67)
Total Cost of Sales - (1,202)
Administrative Costs
Directors fees (cash (416) (527)
payments)
Esports/content - (798)
creator costs
Ambassador fees - (161)
Academy costs - (474)
Legal/professional fees (350) (192)
Marketing/promotion (452) (685)
Staff/operations (33) (2,293)
Share-based payments (1,943) (61)
R&D Costs (392)
Other administrative (970) -
expense
Total Administrative (4,556) (5,191)
Costs
5 AUDITORS REMUNERATION
Year 18 Months ended 31Mar 2025
ended
31
Mar
2026
£'000 £'000
Fees payable to the Company's auditor for 38 24
the audit of the Company financial
statements
38 24
6 STAFF COSTS AND DIRECTORS' EMOLUMENTS
Directors' remuneration and employee costs for the Company is set out below and
as per Directors Remuneration report.
The aggregate remuneration of
employees comprised:
Year ended 18 Months ended 31
31 Mar 2026 Mar 2025
£'000 £'000
Wages and salaries 29 1,523
Social security 4 178
Pension costs - 25
Share-based payments 17 61
(warrants)
50 1,787
The aggregate remuneration of
directors comprised:
Year ended 18 Months ended 31
31 Mar 2026 Mar 2025
£'000 £'000
Directors' remuneration and 389 525
fees
Share-based payments 777 -
(warrants)
Share-based payments (shares) 71 -
Social security 26 32
Company pension contributions 1 2
to defined contribution
schemes
1,264 559
Included within share-based payments-warrants is £623k relating to 153,846,154
nil-exercise-price warrants granted to Brian Stockbridge for services directly
attributable to the successful May 2025 equity fundraising. The amount is
included in Directors' emoluments but was recognised directly as a deduction
from share premium rather than as an expense in profit or loss.
The highest-paid Director was Brian Stockbridge, who received total remuneration
of £768k. This comprised cash remuneration of £120k and non-cash share-based
remuneration of £648k, consisting of £623k relating to warrants and £25k
relating to ordinary shares. No pension contributions were made in respect of
this Director during the year
On average, including non-executive directors, the Company employed 9 staff
members (2025:37) of which 9 were in management positions (2025: 6).
Gender Analysis as at 31st Mar 26 Male Female
Directors 8 0
8 0
7 TAXATION
No liability to corporation taxes arises in the period. The charge/(credit) for
the year can be reconciled to the loss per the statement of comprehensive
income, as follows:
31 Mar 2026 31 Mar 2025
£'000 £'000
The charge for
year is made
up as follows:
Corporation (235) 235
tax for the
year
Reconciliation
of the tax
charge
appearing in
the income
statement to
the loss that
would result
from applying
the standard
rate of tax to
the results
for the year
is:
Loss before 4,562 1,042
tax
Tax credit at (1,141) (261)
the weighted
average of the
standard rate
of corporation
tax in UK of
25%
Impact of 474 114
costs
disallowed for
tax purposes
Unutilised tax 680 147
losses carried
forward
Capital (13) -
Allowance
Adjustment for (235) -
the past year
Capital gains - 235
tax
Corporation (235) 235
tax charge for
the year
The Company has total carried forward losses of £28,525,133 (FY2025:
£25,806,248) available to be carried forward against trading profits arising in
future periods. No deferred tax assets in respect of tax losses have been
recognised in the accounts on the basis that future taxable profits are not
considered sufficiently certain.
8 EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the period/year by the weighted average number
of ordinary shares in issue during the period.
31 Mar 2026 31 Mar 2025
Loss for the year from continuing operations (£'000) (4,327) (1,277)
Weighted average number of ordinary shares 1,783,355,287 764,005,927
Basic EPS from continuing operations (pence) (0.24) (0.17)
There is no difference between the diluted loss per share and the basic loss per
share presented due to the loss position of the Company. Share options and
warrants could potentially dilute basic earnings per share in the future, but
were not included in the calculation of diluted earnings per share as they are
anti-dilutive for the year presented. See note 13 for further details.
9 PROPERTY, PLANT AND EQUIPMENT
2026 Office Equipment
£'000
Cost
At 1 April 2025 -
Additions 17
Disposals -
At 31 March 2026 17
Depreciation
At 1 April 2025 -
Charge for the period (6)
Disposals -
At 31 March 2026 (6)
Net book value at 1 April 2025 -
Net book value at 31 March 2026 11
2025 Office Equipment Leasehold improvements Total
£'000 £'000 £'000
Cost
At 30 September 602 1,235 1,837
2023
Additions - 47 47
Disposals (602) (1,282) (1,884)
At 31 March 2025 - - -
Depreciation
At 30 September (246) (139) (385)
2023
Charge for the (199) (127) (326)
period
Disposals 445 266 711
At 31 March 2025 - - -
Net book value at 356 1,096 1,452
30 September 2023
Net book value At - - -
31 March 2025
10 TRADE AND OTHER RECEIVABLES
31 Mar 2026 31 Mar 2025
£'000 £'000
Prepayments 67 8
Prepayments - Whitespace strategic partnership 608 -
Receivable for ATM 1,349 -
VAT receivable 344 -
Other debtors 230 -
Less Provision for Doubtful Debts (230) -
Total 2,368 8
Included within other receivables is an amount of £230k due in relation to
liabilities originating from the former Guild Esports business. Following the
disposal of substantially all of the Group's esports-related operations, assets
and liabilities, these amounts were settled by Defence Holdings plc on behalf of
the successor Guild entity. The successor entity has subsequently entered
insolvency proceedings and, given the uncertainty over recoverability, the full
amount has been provided for and charged to the income statement as a bad debt
expense in the current year. The Company continues to engage with the appointed
liquidators in seeking recovery of these balances, and any subsequent recoveries
will be recognised in the income statement in the period received.
Other debtors also include £1,349k relating to proceeds receivable under the
Company's At-The-Market ("ATM") equity issuance facility operated through
Fortified Securities. At the reporting date, the related shares had been issued
but settlement proceeds had not yet been received by the Company.
Whitespace strategic partnership
The Company paid £1,000,000 during the year in connection with its strategic
partnership with Whitespace Global Limited for the development of sovereign AI
-enabled defence software and infrastructure solutions. As the underlying
deliverables had not been completed when the payment was made, the full amount
was initially recognised as a prepayment.
At 31 March 2026, a joint oversight committee comprising representatives of the
Company and Whitespace reviewed progress across the three engagements funded
under the partnership. Drawing on this review, management assessed the costs
incurred under each engagement against the IAS 38 recognition criteria. As those
criteria had not been met at the reporting date, all costs incurred to 31 March
2026 have been recognised as an expense in the income statement:
£'000
Prepayment on initial payment 1,000
Recognised as expense - costs incurred to 31 March 2026 (392)
Prepayment carried forward at 31 March 2026 608
Ixian - WebOps Analyst Portal - £220k expensed
Ixian was delivered in full during the year. All contracted deliverables,
including the MVP portal, environment build, CI/CD tooling, security testing, an
independent penetration test and end-user evaluation workshops, were completed.
The engagement was a proof-of-concept delivery. At 31 March 2026, management
determined that the IAS 38 recognition criteria for capitalisation had not been
met, as the probability of the asset generating future economic benefits for the
Company could not be established with sufficient certainty. Accordingly, the
full contracted cost of £220k has been recognised as an expense in the income
statement.
ROTI/ROVI - Gloucestershire Constabulary - £71k expensed; £54k held as
prepayment
This engagement remains at the Proof-of-Value stage. As set out in the Company's
public announcement, the second phase, which will assess evidential-grade
accuracy and the potential for wider rollout, is subject to the successful
outcome of the initial phase and further approvals. As these conditions had not
been satisfied at the year end, management does not consider the future economic
benefits to be sufficiently probable. Accordingly, the £71k of costs incurred to
date has been recognised as an expense in the income statement. The remaining
£54k, relating to work not yet performed at the year end, continues to be
recognised as a prepayment.
Project S - Sovereign Agentic Decision-Superiority POC - £100k expensed; £29k
held as prepayment
The costs of £100k incurred to 31 March 2026 on this engagement, covering the
core proof-of-concept build, secure development environment, mobile and offline
demonstration capability, and stakeholder demonstrations, have been recognised
as an expense. At 31 March 2026, the engagement remained at proof-of-concept
stage and management determined that the IAS 38 recognition criteria for
capitalisation had not been met.
The remaining £29k relates to work that had not been performed by the year end,
principally the independent penetration test and cyber assurance sign-off. As
these costs had not yet been incurred, they continue to be recognised as a
prepayment.
Subsequent event
After the year end, the Company signed its first revenue-generating contract
with the UK Ministry of Defence. The contract covers an intelligence and
decision-support capability based on the technology developed under Project S.
As the procurement process concluded after 31 March 2026, the contract is
treated as a non-adjusting event under IAS 10. It does not affect the amounts
recognised in these financial statements.
Unallocated balance
The remaining £526k represents the portion of the £1m Whitespace funding pool
that had not been allocated to a specific engagement at the year-end. As no
qualifying development expenditure had been incurred against this balance, it
continues to be recognised as a prepayment.
11 TRADE AND OTHER PAYABLES
31 Mar 2026 31 Mar 2025
£'000 £'000
Trade payables 449 68
Accruals 38 302
Social security and other taxation 18 -
VAT payable - 94
Directors' loan 30 30
Total 535 494
12 SHARE CAPITAL
[image]
¹In May 2025 the Company completed a £3,450,000 fundraise, before direct costs,
by way of a placing, conditional placing and subscription for 1,061,538,460 new
ordinary shares at a price of £0.00325 per share. The fundraising received
strong support from institutional and existing investors and included
participation from the Company's directors, who subscribed for an aggregate
total of £350,000.
2In connection with the successful completion of the May 2025 fundraising, the
Company granted Brian Stockbridge 153,846,154 nil-exercise-price warrants on 28
July 2025. The warrants were issued in consideration for services that the
Directors concluded were incremental and directly attributable to the completed
issue of new ordinary shares.
The grant-date fair value of the warrants was £623,000. In accordance with IFRS
2 and IAS 32, this amount was recognised as a deduction from share premium with
a corresponding credit to the share-based payment reserve. The transaction was
non-cash and therefore did not reduce the cash proceeds received from the
fundraising.
In October 2025 the Company implemented an At-The-Market ("ATM") equity issuance
facility through Fortified Securities to provide additional working capital and
funding flexibility. During the financial year ended 31 March 2026, the ATM
facility raised aggregate gross proceeds of approximately £713,117 through a
series of market placements and settlements.
In September 2025, the Company received notices for the exercise of warrants
over 62,343,642 ordinary shares, resulting in the issue of 62,343,642 new
ordinary shares.
In October 2025, the Company received notices for the exercise of warrants over
227,999,279 ordinary shares, resulting in the issue of 227,999,279 new ordinary
shares.
In December 2025, the Company received notice for the exercise of warrants over
45,000,000 ordinary shares, resulting in the issue of 45,000,000 new ordinary
shares.
In February 2026, the Company received notice for the exercise of warrants over
46,693,028 ordinary shares, resulting in the issue of 46,693,028 new ordinary
shares.
13 SHARE BASED PAYMENTS
Grant-date fair value assuming Fair value
all vesting conditions are recognised in
satisfied equity
£'000 £'000
Balance as at 31 March 2025 851 851
Warrants issued in the
period
Warrants issued in the 4,373 2,566
period
Warrants lapsed/expired - -
during the period
Warrants exercised during (1,631) (1,631)
the period
Balance as at 31 March 2026 3,593 1,786
Of the £2,566k recognised in the share-based payment reserve during the year,
£1,943k was recognised as an expense in profit or loss. The remaining £623k,
relating to warrants issued for services incremental and directly attributable
to the May 2025 equity fundraising, was recognised as a deduction from share
premium.
On 20 September 2023, the Company granted 4,151,334 warrants to subscribe for
ordinary shares with an exercise price of 0.6p.
On 7 February 2025, the Company granted 11,679,135 warrants to subscribe for
ordinary shares with an exercise price of 0.325p.
On 28 July 2025, the Company granted 568,597,200 warrants to subscribe for
ordinary shares, of which 461,538,462 were granted to directors with an exercise
price of 0p, and 107,058,738 were granted to directors with an exercise price of
0.325p.
On 27 August 2025,the Company granted 38,930,448 warrants to senior management.
The warrants have an expiry date of 5 years from the date of agreement and an
exercise price of 0.325p.
Out of 461,538,462 warrants, 153,846,154 were granted directly to Brian
Stockbridge in consideration for services provided in connection with the
successful completion of the Company's May 2025 equity fundraising. The grant
-date fair value of the warrants granted to Brian Stockbridge was £623,000. This
amount was recognised directly as a deduction from share premium because the
underlying services were assessed as incremental and directly attributable to
the completed issue of new ordinary shares. The corresponding credit was
recognised in the share-based payment reserve. The remaining 307,692,308 nil
-exercise-price warrants granted on that date were accounted for according to
the nature of the services and applicable vesting conditions associated with
those separate awards.
On 27 August 2025, the Company granted 63,692,308 warrants over ordinary shares
to its broker. The warrants have an expiry date of 5 years from the date of
agreement and an exercise price of 0.325p.
On 4 September 2025 the Company granted 48,663,062 warrants over ordinary shares
to Non-Executive Chairman. The warrants have an expiry date of 5 years from the
date of agreement and an exercise price of 1.45p per share.
On 22 January 2026 the Company granted 12,500,000 warrants over ordinary shares
to advisor. The warrants have an expiry date of 5 years from the date of
agreement and an exercise price of 2p per share.
Certain of the warrants referred to above, including those issued to the
Company's broker, vested in full on grant, and no further vesting conditions
attach to them. Where warrants were not fully vested on grant, and save where
different terms are stated above, they are subject to the following vesting
conditions: subject to satisfying the Engagement Conditions on the relevant
vesting dates, the Warrant will vest as to 12/36ths of the total number of
Warrants on the first anniversary of this grant and the remaining 24/36ths will
vest in equal monthly instalments over the following 24 months, such that by the
third anniversary of this grant, subject to meeting the Engagement Conditions on
each of the relevant dates, the warrants would have vested in full. The grant
-date fair value of warrants subject to vesting conditions is recognised over
the relevant vesting period.
On 30 March 2026 the Company granted three tranches of warrants at 71,453,788;
35,726,894 and 35,726,894 over ordinary shares as director remuneration. The
warrants have an expiry date of 5 years from the date of agreement and an
exercise price of 1.38p, 3.45p, and 6.90p, respectively. The warrants shall vest
over a period of three years with a two year cliff, in accordance with the rules
of the Company's applicable warrant or incentive scheme.
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|Grant|Number of |Share |Exercise|Expected |Expected|Risk|Expense |Expected
|
|date |warrants |price |Price |volatility|life
|free|Recognise|dividends|
| | | | | | |rate| |
|
| | | | |(%) | | |(%) |(%)
|
| | | | | | |(%) | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|20 |4,151,334 |£0.00675|£0.00600|78.76 |5 |5.19|100 |0
|
|-Sep | | | | | | | |
|
|-23 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|07 |11,679,135 |£0.00070|£0.00325|93.04 |5 |3.97|100 |0
|
|-Feb | | | | | | | |
|
|-25 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|28 |461,538,462|£0.00405|Nil |94.79 |5 |4.22|100 |0
|
|-Jul | | | | | | | |
|
|-25 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|28 |107,058,738|£0.00405|£0.00325|94.79 |5 |4.22|100 |0
|
|-Jul | | | | | | | |
|
|-25 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|27 |38,930,448 |£0.00580|£0.00325|94.78 |5 |3.97|22 |0
|
|-Aug | | | | | | | |
|
|-25 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|27 |63,692,308 |£0.00670|£0.00325|94.98 |5 |3.97|100 |0
|
|-Aug | | | | | | | |
|
|-25 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|04 |48,663,062 |£0.01150|£0.01450|94.96 |5 |3.97|17 |0
|
|-Sep | | | | | | | |
|
|-25 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|22 |12,500,000 |£0.01850|£0.02000|103.95 |5 |3.73|100 |0
|
|-Jan | | | | | | | |
|
|-26 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|30 |71,453,788 |£0.01210|£0.01380|104.59 |5 |3.75|0 |0
|
|-Mar | | | | | | | |
|
|-26 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|30 |35,726,894 |£0.01210|£0.03450|104.59 |5 |3.75|0 |0
|
|-Mar | | | | | | | |
|
|-26 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
|30 |35,726,894 |£0.01210|£0.06900|104.59 |5 |3.75|0 |0
|
|-Mar | | | | | | | |
|
|-26 | | | | | | | |
|
+-----+-----------+--------+--------+----------+--------+----+---------+--------
-+
The following warrants over ordinary shares have been granted by the Company and
are outstanding:
+----------+----------------------+--------------+-----------------+------------
--+
|Grant date|Expiry period |Exercise price|Outstanding at 31|Exercisable
at|
| | | | |
|
| | | |March 2026 |31 March
2026 |
+----------+----------------------+--------------+-----------------+------------
--+
|27-Sep-22 |N/A |£0.02700 |25,930,868 |25,930,868
|
+----------+----------------------+--------------+-----------------+------------
--+
|02-Oct-20 |N/A |£0.10400 |20,584,694 |20,584,694
|
+----------+----------------------+--------------+-----------------+------------
--+
|01-Nov-22 |5 years from agreement|£0.01400 |2,000,000 |2,000,000
|
+----------+----------------------+--------------+-----------------+------------
--+
|20-Jun-23 |5 years from agreement|£0.00670 |15,000,000 |15,000,000
|
+----------+----------------------+--------------+-----------------+------------
--+
|22-Dec-23 |5 years from agreement|£0.00500 |20,000,000 |20,000,000
|
+----------+----------------------+--------------+-----------------+------------
--+
|24-Jan-24 |5 years from agreement|£0.00800 |1,000,000 |1,000,000
|
+----------+----------------------+--------------+-----------------+------------
--+
|07-Feb-25 |5 years from agreement|£0.00325 |11,679,135 |11,679,135
|
+----------+----------------------+--------------+-----------------+------------
--+
|28-Jul-25 |5 years from agreement|£nil |153,846,155 |153,846,155
|
+----------+----------------------+--------------+-----------------+------------
--+
|28-Jul-25 |5 years from agreement|£0.00325 |107,058,738 |107,058,738
|
+----------+----------------------+--------------+-----------------+------------
--+
|27-Aug-25 |5 years from agreement|£0.00325 |38,930,448 |38,930,448
|
+----------+----------------------+--------------+-----------------+------------
--+
|04-Sep-25 |5 years from agreement|£0.01450 |48,663,062 |48,663,062
|
+----------+----------------------+--------------+-----------------+------------
--+
|22-Jan-26 |5 years from agreement|£0.02000 |12,500,000 |12,500,000
|
+----------+----------------------+--------------+-----------------+------------
--+
|30-Mar-26 |5 years from agreement|£0.01380 |71,453,788 |71,453,788
|
+----------+----------------------+--------------+-----------------+------------
--+
|30-Mar-26 |5 years from agreement|£0.03450 |35,726,894 |35,726,894
|
+----------+----------------------+--------------+-----------------+------------
--+
|30-Mar-26 |5 years from agreement|£0.06900 |35,726,894 |35,726,894
|
+----------+----------------------+--------------+-----------------+------------
--+
| | | |600,100,676 |600,100,676
|
+----------+----------------------+--------------+-----------------+------------
--+
As at 31 March 2026
Weighted average exercise price Number of warrants
Outstanding at the 0.8p 91,015,562
beginning of the
year
Exercised during the 0.1p 382,035,949
year
Issued during the 0.2p 891,121,063
year
Outstanding at the 1.1p 600,100,676
end of the year
Exercisable at the 1.1p 600,100,676
end of the year
14 FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Financial Financial Total
assets at liabilities at
amortised cost amortised cost
31-Mar-26 £'000 £'000 £'000
Financial assets / liabilities
Trade and other receivables 2,368 - 2,368
Cash and cash equivalents 886 - 886
Trade and other payables - (353) (353)
Lease liabilities (current) - - -
3,254 (353) 2,901
Financial Financial Total
assets at liabilities at
amortised cost amortised cost
31-Mar-25 £'000 £'000 £'000
Financial assets / liabilities
Trade and other receivables - - -
Cash and cash equivalents 69 - 69
Trade and other payables - (494) (494)
Lease liabilities (current) - - -
69 (494) (425)
15 FINANCIAL RISK MANAGEMENT
Equity instruments issued by the Company are recorded at the proceeds received,
net of transaction costs. Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a deduction, net of tax, from
the proceeds.
Financial risk factors
The Company's activities expose it to a variety of financial risks: market risk
(including currency risk and interest rate risk), credit risk and liquidity
risk. The Company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Company's financial performance. The Company has no borrowings
but is exposed to market risk in terms of foreign exchange risk. Risk management
is undertaken by the board of directors.
Credit risk
The Company is exposed to credit risk arises from outstanding receivables, which
stood at £2,368k (2025: £nil) at period close (see Note 10). The ATM receivable
is dependent on the progress of share settlement under the ATM facility and the
Company's share price movements; as such, the potential receivable amount may
differ from the actual amount ultimately received. Management does not expect
any losses from non-performance of these receivables. The amount of exposure to
any individual counter party is subject to a limit, which is assessed by the
board. The Company considers the credit ratings of banks in which it holds funds
in order to limit risk of loss of assets.
Liquidity risk
Liquidity risk arises from the Company's management of working capital. It is
the risk that the Company will encounter difficulty in meeting its financial
obligations as they fall due. Controls over expenditure are carefully managed,
in order to maintain its cash reserves.
Capital risk management
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders, and to maintain an optimal
capital structure. The Company has no borrowings. In order to maintain or adjust
the capital structure, the Company may issue new shares as appropriate.
16 CAPITAL COMMITMENTS & CONTINGENT LIABILITIES
There were no capital commitments and contingent liabilities at 31 March 2026.
17 RELATED PARTY TRANSACTIONS
Year ended 31 March 2026
During the year, the Company entered into the following related party
transactions:
The Company paid £8,000 to Korvath Ltd, a company of which Andrew McCartney is a
director, in respect of Mr McCartney's services as Non-Executive Director for
the period from June 2025 to July 2025, prior to his appointment as Chief
Technology Officer of the Company on 18 August 2025.
The Company paid £1,090,000 to Whitespace Global Limited, a company of which
Andrew McCartney is a director, comprising £90,000 for services provided by an
embedded engineer working within the UK Ministry of Defence and £1,000,000 paid
under a strategic partnership for the development of bespoke defence-oriented
software applications and AI agents (see Note 10).
The Company paid £120,000 to Sentry One (Cyprus) Limited, a company in which
Brian Stockbridge, a Director, is the ultimate beneficial owner, in respect of
his services as Chief Financial Officer and Interim Chief Executive Officer for
the period from June 2025 to March 2026.
On 28 July 2025, the Company granted Brian Stockbridge 153,846,154 warrants over
ordinary shares with a nil exercise price. The award was made in recognition of
services provided by Mr Stockbridge in connection with the successful completion
of the Company's May 2025 equity fundraising. The grant-date fair value of the
award was £623,000. The Directors concluded that the services were incremental
and directly attributable to the completed issue of new ordinary shares and
would not otherwise have been incurred. Accordingly, the amount was deducted
directly from share premium, with a corresponding credit to the share-based
payment reserve. The amount is included within the Directors' remuneration
disclosures in Note 6 and the share-based payment disclosures in Note 13. At 31
March 2026, all 153,846,154 warrants had vested, remained outstanding and were
fully exercisable.
The Company paid £172,271 in aggregate to First Sentinel Corporate Finance
Limited, a company of which Brian Stockbridge is the Chief Executive Officer,
comprising £75,000 in respect of corporate advisory services and £97,271 in
respect of office occupancy and related operational costs.
The Company paid £97,074 in aggregate to Lantern Corporate Services Limited, a
company of which Brian Stockbridge is a director, comprising £52,000 in respect
of accounting services, £16,087 in respect of company secretarial services and
related expenses, and £28,988 in respect of staff costs for an individual
providing operating management services to the Company.
The Company paid £31,405 to Norstar Advisory Services Limited, a company of
which James Norwood is a director, comprising £30,000 in respect of Mr Norwood's
Director's fees for the period from May 2025 to December 2025 and £1,405 in
respect of business expenses reimbursed.
The Company paid £40,500 to California Two Pizza Ventures Inc., a company of
which Derek Lew is a director, in respect of Mr Lew's Director's fees for the
period from July 2025 to March 2026.
Year ended 31 March 2025
During the prior period, the Company received and repaid a loan from a director
amounting to £543,490 and £513,515 respectively.
18 EVENTS SUBSEQUENT TO PERIOD END
The following non-adjusting events occurring between the reporting date of 31
March 2026 and the date on which these financial statements were authorised for
issue are disclosed in accordance with IAS 10 Events after the Reporting Period.
None of these events provides evidence of conditions that existed at the
reporting date and, accordingly, no adjustments have been made to the amounts
recognised in these financial statements.
ATM Facility
Subsequent to the reporting date, Fortified Securities raised additional gross
proceeds of £123,400 under the Company's at-the-market facility for the period
ending 18 May 2026, bringing total gross proceeds raised under the facility to
£877,967.
A further £114,590 was subsequently raised, bringing the total cumulative gross
proceeds raised under the facility since inception to £992,557.
On 25 June 2026, in connection with the launch of the Placing described below,
the Company placed the ATM facility into indefinite suspension. At the date of
suspension, Fortified Securities held 90,500,000 ordinary shares in the Company,
representing 3.66% of the issued share capital at that time.
Placing
On 25 June 2026, the Company completed an accelerated bookbuild placing of
400,000,000 new ordinary shares of £0.001 nominal value at an issue price of
£0.01 per share, raising gross proceeds of £4 million. Settlement and admission
of the placing shares to trading on the London Stock Exchange's Main Market took
place on 1 July 2026.
First Revenue-Generating Contract with the UK Ministry of Defence
On 3 July 2026, the Company announced that it had secured and commenced its
first revenue-generating contract with the UK Ministry of Defence. The contract
has a value of approximately £226,000 over a three-month period and relates to
the testing and deployment of an integrated intelligence, decision-support and
operational effects capability. This contract represents the Company's
transition into a revenue-generating business.
Whitespace Programme
As disclosed in Note 10, the Company held a prepayment of £608,000 at 31 March
2026 in respect of development work performed by Whitespace Global Limited under
a strategic partnership. The Directors have concluded that any evidence
regarding the progress or feasibility of the Whitespace programme emerging
between the reporting date and the date of authorisation of these financial
statements relates to developments arising after the reporting date and does not
provide evidence of conditions that existed at 31 March 2026.
Accordingly, this is treated as a non-adjusting event and the classification and
carrying amount of the Whitespace prepayment at 31 March 2026 have not been
adjusted.
19 CONTROL
In the opinion of the Directors as at the year end and the date of these
financial statements there is no single ultimate controlling party.
This information was brought to you by Cision http://news.cision.com
https://news.cision.com/defence-holdings-plc/r/annual-results,c4377951