Interim Results & Notice of Investor Presentation

About this update from Narf Industries Plc

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.   17 November 2025   NARF INDUSTRIES PLC   INTERIM RESULTS AND NOTICE OF INVESTOR PRESENTATION   Narf Industries plc (" Narf ", the " Company ", or the " Group "), ( LSE: NARF ) the cybersecurity group specializing in high-end threat intelligence and critical infrastructure security, today announces its unaudited results for the six months ended 30 September 2025 ("HY2025"). The Company also confirms details of the forthcoming Investor Presentation.   HY 2025 Highlights ·    Revenue increased 74% to $2.05m (HY2024: $1.18m), reflecting continued strength in the Government Research and Development segment (GR&D) with larger contract awards including DARPA's INGOTS program (see RNS: 6 March 2025). ·    Loss for the period reduced significantly by 70% to $555,145 (HY2024 loss: $1,868,916), supported by an improved pipeline of contracted business and strong cost control. ·    Financial stability maintained, with continued reduction in overhead costs and cash at period end increased by 65% to $224,512 (HY2024: $135,725) without recourse to the CEO loan facility. ·    Ranger.ai achieved Awardable status on the US DoD's Platform One (P1) Marketplace, enabling fast-track access to federal procurement channels resulting in advanced discussions with several potential Ranger.ai clients. ·    CEO loan facility extended to July 2026, providing flexibility for growth and working capital needs.   Post Period End ·    No material impact from recent U.S. Government shutdown.   Chairman's Statement   The first half of the year saw solid operational progress and continued execution of Narf's strategy to advance its government-funded research segment (GR&D) business and transition promising capabilities into scalable, enterprise-ready cybersecurity products (Ranger.ai).   The Company's GR&D strategy now targets research opportunities that provide a more direct and accelerated transition to government SaaS systems, leveraging Agentic AI technology as a core capability. Building on our reputation for bringing a mission-focused approach to research and expanding our AI expertise, the Company is increasingly well positioned for larger, higher-value work in this market segment.   The Company's decision last year to focus its Government Systems and Services (GS&S) sector on building a product team to bring Ranger.ai to market, and to move away from lower-margin government work, remains on track.  This strategic shift inevitably impacted short-term GS&S revenue; however, as reported below, early signs of Ranger.ai market traction reinforce our confidence that it was the right decision for the Company and its shareholders.   Ranger.ai Awardable designation on the U.S. Department of Defense's Platform One Marketplace marks a defining step for the Company. It signifies that our technology has successfully transitioned from research into a mission-ready capability - clear proof that our productization efforts have delivered. Equally important, it provides a fast-track procurement path for other government agencies, dramatically shortening the time to operational adoption.   Our GS&S Ranger.ai team is currently engaged across multiple government opportunities, directly and through major system integrators. We anticipate initial awards in the first quarter of calendar year 2026 with meaningful revenue contributions beginning in our 2027 financial year, which commences on 1 April 2026.   We continue to monitor U.S. Government shutdown developments closely.   On behalf of the Board, I would like to thank our employees, partners, and shareholders for their continued support. I am confident that the management team's efforts will continue to yield improved results as Narf builds further momentum, progressing innovation to enterprise solutions.   John Herring Executive Chairman   Investor Presentation The Company will host an Interim Results & Operational Update presentation via Investor Meet Company on: Tuesday 9 December 2025 at 14:00 GMT.   The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 09:00 GMT on Monday 8 December 2025, or at any time during the live presentation.   Investors can sign up to Investor Meet Company for free and add to meet Narf Industries plc via: https://www.investormeetcompany.com/narf-industries-plc/register-investor   Investors who already follow Narf Industries plc on the Investor Meet Company platform will automatically be invited.     DIRECTORS REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS The results of the Group have been addressed above in the Chairman's statement. The total comprehensive loss for the six-month period was $554,446 (interim period to 30 September 2024 :  loss of $1,831,773) and the Group's unaudited net liabilities as at 30 September 2025 were $3,296,147 (30 September 2024: $1,841,969). Directors The following directors held office during the period: Steven Bassi                       Chief Executive Officer John Herring                      Executive Chairman Albert Hawk                       Non-Executive Director Responsibility Statement The Directors confirm that to the best of their knowledge: a)   the condensed set of financial statements has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'; b)    the interim management report includes a fair review of the information required by DTR 4.2.7R - namely an indication of important events that have occurred during the first six months and their impact on the condensed interim financial information, and a description of principal risks and uncertainties for the remaining six months of the financial year; and c)  the interim management report includes a fair review of the information required by DTR 4.2.8R - disclosure of material related parties' transactions in the first six months and any material changes therein). Cautionary Statement This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose. Going Concern The Directors' assessment of going concern is detailed in Note 2. Principal Risks and Uncertainties The principal risks and uncertainties affecting the business activities of the Group remain those detailed in the consolidated report and accounts for the year ended 31 March 2025, a copy of which is available on the Company website at https://narfgroup.com/investor-relations/corporate-document . The Board considers that these remain a current reflection of the risks and uncertainties facing the business for the remaining six months of the financial year. By order of the Board     Steve Bassi Chief Executive   CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME     6 months 6 months Year     ended ended ended     30 September 30 September 31 March     2025 2024 2025   Note US$ US$ US$ Continuing operations         GR &D Revenue 2,052,329 1,131,926 2,931,041 GS & S Revenue - 50,000 67,334 Total revenue   2,052,329 1,181,926 2,998,375 Direct salaries (961,372) (1,212,209) (2,219,175) Sub-contracting and other direct costs (304,509) (193,454) (364,102) Gross profit/(loss)   786,408 (223,737) 415,098           Operating expenses (1,024,990) (1,151,261) (2,155,955) Loss before depreciation, amortisation, impairment, share based payments and interest   (238,542) (1,374,998) (1,740,857)           Depreciation and amortisation - (197,842) (1,210,825) Share based payments (246,572) (250,136) (499,932) Operating loss (485,114) (1,822,976) (3,462,870)       Interest receivable and other finance income - - 2 Finance costs (70,031) (45,940) (109,198)           Loss before taxation   (555,145) (1,868,916) (3,560,810)           Corporate tax - - -           Loss for the period   (555,145) (1,868,916) (3,560,810)           Other comprehensive income         Items that may be reclassified subsequently to profit or loss:         Exchange differences on parent company operations   699 37,143 (57)                     Total comprehensive loss for the period attributable to the owners of the company   (554,446) (1,831,773) (3,560,867)           Earnings per share         Earnings per share (basic and diluted) attributable to the equity holders (cents) 3 (0.03) (0.13) (0.21)       CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at As at As at   30 September 30 September 31 March   2025 2024 2025   Note US$ US$ US$   NON-CURRENT ASSETS   Intangible assets   - 1,058,752 - Right of use asset   - 16,819 -     - 1,075,571 - CURRENT ASSETS   Trade and other receivables   484,054 443,944 789,953 Cash and cash equivalents   224,512 135,725 136,704     708,566 579,669 926,657   TOTAL ASSETS   708,566 1,655,240 926,657           CURRENT LIABILITIES             Trade and other payables   4,004,713 3,497,210 3,914,930 TOTAL LIABILITIES   4,004,713 3,497,210 3,914,930           NET LIABILITIES   (3,296,147) (1,841,969) (2,988,273)   EQUITY   Share capital 4 204,012 204,012 204,012 Share premium 4 35,294,816 35,294,816 35,294,816 Reverse acquisition reserve   (16,747,959) (16,747,959) (16,747,959) Foreign exchange reserve   11,987 48,488 11,288 Share based payment reserve   2,238,265 1,885,715 1,991,693 Retained deficit   (24,297,268) (22,527,041) (23,742,123)           TOTAL EQUITY   (3,296,147) (1,841,969) (2,988,273)   Company number: 11701224 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Share   Share   FX   Share-based   Reverse   Retained   Total   Capital    Premium   Reserve   Payment   Acquisition   Deficit   Reserve   Reserve   US$   US$   US$   US$   US$   US$   US$ AS AT 1 OCTOBER 2024 204,012   35,294,816   48,488   1,885,715   (16,747,959)   (22,527,041)   (1,841,969)   Loss for the period -   -   -   -   -   (1,359,080)   (1,359,080) Foreign exchange gain on conversion of subsidiary -   -   (37,200)   -   -   -   (37,200) Total comprehensive loss for the period -   -   (37,200)   -   -   (1,359,080)   (1,396,280) Share based payments - - -   249,976   -   -   249,976 Options expired - - -   (143,998)   -   143,998   -   AS AT 31 MARCH 2025 204,012   35,294,816   11,288   1,991,693   (16,747,959)   (23,742,123)   (2,988,273)   Loss for the period -   -   -   -   -   (555,145)   (555,145) Foreign exchange gain on conversion of subsidiary -   -   699   -   -   -   699 Total comprehensive loss for the period -   -   699   -   -   (555,146)   (554,446) Shares issue costs recovered -   -   -   -   -   -   - Share based payments -   -   -   246,572   -   -   246,572   AS AT 30 SEPTEMBER 2025 204,012   35,454,122   11,987   2,238,265   (16,747,959)   (24,297,268)   (3,296,147)       CONSOLIDATED STATEMENT OF CASH FLOWS 6 months 6 months Year   ended ended ended   30 September 30 September 31 March   2025 2024 2025   US$ US$ US$         OPERATING ACTIVITIES   Loss for the period before interest and taxation (485,114) (1,822,976) (3,451,614) Adjusted for:   Profit on disposal of fixed asset 30,000 - - Amortisation and impairment of intangibles - 197,842 1,210,825 Amortisation of right of use asset - 26,162 42,981 Unrealised foreign exchange adjustment 699 289,895 (12,787) Share-based payment expenses 246,572 250,136 811,182 Operating cash flow before movements in working capital: (267,843) (1,058,941) (1,399,413)   Decrease in trade and other receivables 305,898 161,600 (184,408) Increase/(decrease) in trade and other payables 34,753 (439,580) (273,260)   Net cash generated from/(used in) operating activities 72,808 (1,336,921) (1,857,081)           FINANCING ACTIVITIES   Amounts received from Director 15,000 864,221 1,340,250 Net interest paid - (45,940) (830)         Net cash inflow from financing activities 15,000 818,281 1,339,420   Taxation paid - - -   Net increase/(decrease) in cash and cash equivalents 87,808 (518,640) (517,661) Cash and cash equivalents at beginning of the period 136,704 654,365 654,365         Cash and cash equivalents at end of the period 224,512 135,725 136,704     Notes to the CONSOLIDATED Financial Statements interim results to 30 SEPTEMBER 2024   1.   Organisation and Trading Activities The principal activity of Narf Industries plc (the "Company'') together with its operating subsidiaries (together, the "Group") is high-end threat intelligence. Its strategy is focussed on building a group capable of offering cybersecurity solutions in the US and beyond. The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 5 Fleet Place, London EC4M 7RD. The Company's registered number is 11701224. 2.   Summary of Significant Accounting Policies The principal accounting policies adopted and applied in the preparation of these interim Group Financial statements are set out below. These have been consistently applied to all the periods presented unless otherwise stated: B asis of accounting These interim financial statements of Narf Industries plc (the "Group") have been prepared in accordance with UK adopted international accounting standards ("UK-adopted IAS") applied in accordance with the provisions of the Companies Act 2006. The interim financial statements have been prepared under the historical cost convention on the basis of the accounting policies as set out in the Group's audited annual financial statements and are presented in US Dollars, the presentational and functional currency of the Group. The Group has applied IAS 34 in the preparation of these interim financial statements. This announcement was approved and authorised by the Board of directors on 12 November 2025. Copies of this interim report can be found on the Company's website at https://narfgroup.com/investor-relations/corporate-document These condensed interim financial statements for the six months ended 30 September 2025 are unaudited and do not constitute fully prepared statutory accounts. The comparative figures for the year ended 31 March 2025 are extracted from the 2025 consolidated financial statements of the Company. The independent auditor's report on the 2025 financial statements  opinion was qualified principally due to the inability to gain sufficient and appropriate audit evidence in respect of the opening balances at 1 January 2023 and the potential impact that would have on the comparative numbers in the income statement. G oing concern Any consideration of the foreseeable future involves making a judgement, at a particular point in time, about future events which are inherently uncertain. The Directors have prepared cash flow forecasts covering the period to 31 December 2026. The Chief Executive has agreed not to demand repayment of his loan until the Group has sufficient cash resources to repay it, whilst those members of senior management who had accepted salary deferrals have agreed to accept repayment of those deferrals over an extended period such that revenues are expected to be sufficient for the Group to settle the outstanding amounts. The forecasts accordingly, indicate that the Group will have sufficient cash resources to meet all foreseeable liabilities, other than those relating to the loan to the Chief Executive, through to a period which is at least twelve months after the issue of these condensed interim financial statements Accordingly, the Directors have a reasonable expectation that the Group will be able to meet any future obligations and thus to continue operating for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the interim financial statements.      2.    Summary of Significant Accounting Policies (contiNUED)   Basis of consolidation   The Financial Statements consolidate the financial information of the Company and companies controlled by the Group (its subsidiaries) at each reporting date following the acquisition in March 2022. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity, has the rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The results of subsidiaries acquired or sold are included in the financial information from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies. The Financial Statements consolidate the financial information of the Company and companies controlled by the Group (its subsidiaries) at each reporting date.   3.   EARNINGS per Share The basic earnings per share is based on the loss for the period divided by the weighted average number of shares in issue during the period. Since the Group has made a loss in the current and each of the prior periods, the options and warrants  in issue are not dilutive.    Six months to 30 Sept 2025 US$ Six months to 30 Sept 2024 US$ Year to 31 Mar 2025 US$ Loss attributable to owners of the Group : (554,446) (1,831,773) (3,560,867) Weighted average number of ordinary shares in issue for basic earnings 1,697,381,100 1,697,381,100 1,697,381,100 Weighted average number of shares in issue for fully diluted earnings 1,697,381,100 1,697,381,100 1,697,381,100 LOSS PER SHARE (CENTS PER SHARE) (0.03) (0.11) (0.21) BASIC AND FULLY DILUTED:       - from continuing and total operations (cents) (0.03) (0.11) (0.21)     4.   Share capital AND SHARE PREMIUM The following table is presented in US Dollar equivalents:   Ordinary shares of £0.0001 each Number Share Capital $ Share Premium $ At 1 October 2024   1,697,381,000 204,012 35,294,816 At 31 March 2025   1,697,381,000 204,012 35,294,816 At 30 September 2024   1,697,381,000 204,012 35,294,816   5.   Post period end events There were no significant events subsequent to the balance sheet date which have any bearing on these interim financial statements.       ENDS For further information on the Group please visit www.narfgroup.com or contact: John Herring NARF Tel: +44 (0) 20 3468 2212 Catherine Leftley/Charlotte Page/Isabel de Salis St Brides Partners [email protected] Peter Krens Tennyson Securities Tel: +44 (0)207 186 9030     About NARF Industries plc Narf Industries ( LSE: NARF ) is a US based cyber security group specialising in high-end threat intelligence with a focus on critical infrastructure. The Group leads commissioned cyber security R&D and is commercialising a portfolio of products including a DARPA-backed product (an agency within the US Department of Defence) that can be used by utilities and cyber first responders to restore power to electric grids and protecting other key infrastructure that have suffered a cyber-attack.  The Group aims to further strengthen its portfolio organically and via acquisition; its team of highly qualified cyber security experts is well placed to identify opportunities.     Important notice The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a Prohibited Jurisdiction). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

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