Company Announcements

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
21 July 2025

London, UK

Defence Holdings PLC

("Defence" or "the Company")

Annual results

Defence Holdings PLC (ALRT) announces its audited 18-month period ended 31 March 2025.

The full Annual Report of the Company is available on the Company's website:  https://www.defencetechnologies.com/investors .

About Defence Holdings PLC (ALRT)

Headquartered in London, Defence Holdings PLC is a publicly listed company trading under the stock ticker (ALRT) dedicated to delivering high-performance defence and security solutions for the UK and European markets. Leveraging deep capital-markets expertise and a network of technology partners, the Company intends to develop and acquire advanced sensors, AI-driven analytics, secure communications and autonomous platforms that enhance the operational advantage of its customers across land, sea, air, space and cyber domains.

Website: www.defencetechnologies.com

Media Enquiries
 Name - Director, Brian  Stockbridge
 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.

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.

Chairman's Report

The 2025 financial period marked a period of significant challenge and transformation for Defence Holdings plc. Under the previous business, trading as Guild Esports plc, the business did not perform well during the period and it was not possible to attract sufficient investment to allow the Company to continue with its plan. The Board made the strategic decision to sell the company's existing business, assets, and liabilities. This decisive action was taken to address persistent operational underperformance and to reset the company's strategic direction.

Total revenues declined by 21.5% for the 18 month period ended 31 March 2025 to £4.33m (2023: 5.53m) and, whilst costs were cut during the perioid, operating losses amounted to £2.91m (2023: £4.25m).

As Guild Esports plc, the Company experienced ongoing financial challenges, with persistent losses and mounting liabilities despite efforts to streamline costs and pursue new revenue streams. The company's interim results and regulatory announcements highlighted a continued underperformance, including a loss before tax of £1.8 million for the six months ended 31 March 2024, and a share price decline of nearly 90% over the preceding year. These difficulties led the board to conduct a strategic review and ultimately conclude that the business could not continue operating in its existing form. After exhausting alternative fundraising and financing options, Guild Esports plc agreed to sell all its assets and liabilities to DCB Sports LLC. The transaction, completed in October 2024, saw DCB Sports acquire 100% of Guild's assets for a cash payment of £100,000 and the assumption of over £2 million in liabilities. The Guild brand is now operated under a new entity, Guild Esports & Gaming Ltd., with DCB Sports providing the working capital needed to stabilize and develop the business further.

All employees, except for the non-executive directors, were either transferred with the business or have departed from the Company.

Strategic Overhaul: From Esports to Defence Technology

Over the past fifteen months, the Company underwent a comprehensive strategic transformation. In October 2024, it completed the disposal of all esports-related operations, assets, and associated liabilities to DCB Sports LLC. This transaction removed over £2 million in liabilities from the balance sheet and generated £100,000 in cash proceeds. During the transition, non-executive directors explored a range of strategic alternatives. After extensive discussions, the non-executive Directors resolved to pursue a refocused strategy in the defence sector, recognising the long-term opportunity and national importance of this domain.

In May 2025, the Company changed its name to Defence Holdings plc and began trading under the ticker symbol ALRT.

Launch of the Five-Year Strategic Plan

On 29 May 2025, the Company published its 2025-2030 Strategic Plan, aiming to position Defence Holdings plc as a leader in the software-defined, AI-driven defence era.

The strategy is structured around four core technology pillars:

·           Drone Warfare & Aggregation

·           AI Agents for Defence Operations

·           Information & Influence Warfare

·           Critical Infrastructure Defence

Each pillar is grounded in analysis of current conflict dynamics, with a focus on the lessons from Ukraine and other recent theatres, highlighting the impact of low-cost drones, AI-enabled logistics, synthetic media, and integrated cyber-physical threats. The platform is designed to deliver sovereign, modular capabilities to address asymmetric and rapidly evolving challenges.

Strengthened Financial Platform

To support the new strategy, the Company conditionally raised £3.45 million via an oversubscribed placing and subscription at 0.325 pence per share, announced on 30 May 2025. The non-executive Directors contributed an additional £350,000 to the raise, reflecting confidence in the new direction.

The funding will support:

·      Recruitment of key technical and operational personnel

·      Rapid development of prototypes across all four technology pillars

·      Initial deployments and pilot programmes with government and defence partners

·      Expansion of research partnerships with UK and European innovation ecosystems

The Company now operates with a streamlined cost base and no significant legacy liabilities, allowing for focused capital deployment and growth.

On behalf of the Board, sincere thanks are extended to shareholders, partners, and supporters for enabling this bold transition. Defence Holdings plc is now focused on building a next-generation defence technology platform, contributing to the security and resilience of the United Kingdom and its allies. This marks only the beginning of a new chapter for the Company.

Mr D Lew

Non-Executive Chairman

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