Defence Holdings Plc - Operational Update and Interim Results
FOR IMMEDIATE RELEASE
(“Defence Holdings” or the “Company”)
Operational Update: Continued Delivery Momentum and Strengthened Position Across Allied Defence Programmes and Unaudited Interim Results to
The Company also announces its unaudited interim financial results for the six-month period ended
Highlights
· Project Ixian has advanced into a pre-contract pathway with its first customer
· The Company has progressed to the advanced stages of a Chief Executive Officer appointment process and expects to provide a further update in Q1 2026.
· Deepened delivery integration with major technology partners and allied programmes.
· Strong cash position maintained through disciplined, delivery-aligned capital strategy.
· Delivery momentum is accelerating, underpinned by increasing maturity in development activity and growing stakeholder engagement.
·
Financial & Corporate Overview
During the reporting period, the Company’s financial position strengthened materially following the successful execution of its capital strategy and transition to a defence-focused operating model.
Total assets increased from £77,000 to £2.72 million, reflecting capital raised during the period and the establishment of the strategic partnership with Whitespace. Total liabilities reduced from £729,000 to £78,000, materially improving balance sheet resilience.
The Company raised £3.45 million in gross proceeds during the period, including £350,000 subscribed by certain members of the Board, demonstrating strong internal alignment and confidence in the Company’s strategy. Cash reserves increased from £69,000 to £2.21 million by period end.
In
Programme & Delivery Update
Project Ixian: Transitioning Into Operational Integration
Project Ixian has progressed from development into contract finalisation at a pace not typically seen within traditional
The product has progressed through a further iteration of technical development, delivering additional refinement and increased maturity, informed by ongoing operational engagement.
The confidentiality and procurement controls governing programmes of this nature temporarily limit the level of detail that can be disclosed. These restrictions are expected to lift in the near term, following which the Company intends to provide a further formal update.
Partnerships & Ecosystem Integration
During the period, the Company formalised a strategic partnership with Whitespace, a
Since formation, the collaboration has progressed into active delivery. Multiple co-development workstreams have commenced across intelligence fusion, autonomous decision-support, multi-domain situational awareness, cyber resilience and information-domain operations. Initial builds for
Alongside this,
Organisational & Strategic Update
Leadership: Securing the Capability Required for 2026 Commercial Delivery
This represents an important step in strengthening dedicated executive leadership across programme delivery, customer engagement and long-term value creation.
During and following the reporting period, the Company strengthened its governance and leadership base through key appointments.
Financial Position and Capital Strategy
The Company maintains a strong cash position, supported by disciplined cost management and targeted capital deployment into validated delivery programmes. This ensures growth remains driven by operational demand rather than speculative expansion.
Selective use of the Company’s At-The-Market (“ATM”) equity facility has further supported the balance sheet, enabling continued delivery progress while protecting long-term shareholder value.
The ATM facility, arranged with
Summary
Defence Holdings’ execution continues to gather momentum, supported by increasing engagement from the organisations shaping the United Kingdom’s and allies’ digital defence architectures.
With two sovereign-AI programmes progressing toward deployment, deepening integration with global technology partners, a strengthened balance sheet, and senior leadership capacity being reinforced, the Company remains well positioned to convert capability into sustained operational and commercial value across mission-critical defence programmes.
Responsibility Statement
The following statement is given by each of the Directors.
We confirm that, to the best of our knowledge:
·
the interim report has been prepared in accordance with International Accounting Standard 34,
Interim Financial Reporting
, as contained in
·
the interim report gives a true and fair view of the assets, liabilities, financial position and loss of the Company;
·
the interim report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first fifteen months of the financial period and their impact on the set of interim financial statements, together with a description of the principal risks and uncertainties for the remaining three months of the eighteen-month period; and
·
the interim report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.
The interim report was approved by the Board of Directors, and the above responsibility statement was signed on its behalf by:
Non-Executive Chairman
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.
CONDENSED STATEMENT OF FINANCIAL POSITION
The unaudited condensed statement of financial position of the Company as at
Unaudited Audited
period 18 months
As at As at
30-Sep-2025 31-Mar-2025
NOTE £’000 £’000
ASSETS
Current assets
Cash and cash equivalents 2,213 69
Trade and other receivables 4 503 8
Total current assets 2,716 77
Total assets 2,716 77
EQUITY AND LIABILITIES
Equity
Share capital 7 2,009 805
Share premium 7 26,407 23,673
Share-based payment reserve 6 3,711 851
Retained earnings (29,488) (25,981)
Total equity 2,638 (652)
Current liabilities
Trade and other payables 5 38 464
Director’s Loan 30 30
PAYE Payable 10 -
Corporation tax payable - 235
Total current liabilities 78 729
Total liabilities 78 729
Total equity and liabilities 2,716 77
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
The unaudited condensed statement of comprehensive income of the Company for the six months ended
Unaudited Audited
period ended 18 months ended
30-Sep-2025 31-Mar-2025
NOTE (£'000) (£'000)
Continuing Operations
Revenue 2 - 4,334
Cost of sales - (1,202)
Gross profit - 3,132
Administrative expenses (3,743) (5,191)
Depreciation & amortization - (871)
Operating loss (3,743) (2,967)
Finance cost - (242)
Gain on sale of assets-net - 2,106
Realised currency gain - 4
Loss before taxation (3,743) (1,042)
Taxation 235 (235)
Loss after taxation (3,508) (1,277)
Other Comprehensive income - -
Total comprehensive loss for the period
attributable to shareholders from continuing (3,508) (1,277)
operations
Basic and diluted earnings per share (pence) 3 (0.17) (0.17)
CONDENSED STATEMENT OF CHANGES IN EQUITY
The unaudited condensed statement of changes in equity of the Company for the six months ended
Share Share premium Share-based payment Retained Total
capital account reserve earnings
£’000 £’000 £’000 £’000 £’000
Balance at 30 622 23,061 838 (24,752) (231)
September 2023
Loss for the period - - - (1,277) (1,277)
Total comprehensive - - - (1,277) (1,277)
loss for the year
Shares issued during 183 647 - - 830
year
Share-based payments - - 237 - 237
Excercised and - - (224) 48 (176)
lapsed warrants
Share issue costs in - (35) - - (35)
year
Total transactions 183 612 13 48 856
with equity owners
Balance at 31 March 805 23,673 851 (25,980) (652)
2025
Loss for the period - - - (3,508) (3,508)
Total comprehensive - - - (3,508) (3,508)
loss for the period
Shares issued 1,204 3,073 - - 4,277
Share-based payments - - 3,184 - 3,184
Exercised and lapsed - - (324) - (324)
warrants
Share issue cost - (339) - - (339)
Transactions with 1,204 2,734 2,860 - 6,798
equity owners
Balance at
2,009 26,407 3,711 (29,488) 2,638
30 September 2025
CONDENSED STATEMENT OF CASH FLOWS
The unaudited condensed statement of cash flows of the Company for the six months ended
Unaudited Audited
period ended 18 months ended
30-Sep 2025 31-Mar 2025
£’000 £’000
Cash flows from operating activities
Cash used by operations (1,124) (511)
Net cash flow used in operating activities (1,124) (511)
Cash flows from investing activities
Purchase of property, plant and equipment - (47)
Net cash used in investing activities - (47)
Cash flows from financing activities
Proceeds from issues of shares 3,343 795
Payment of provisions - (346)
Payment of lease liabilities (281)
Payment of share issue cost (75) -
Change inretainedearnings - -
Net cash generated from financing activities 3,268 168
Net increase (decrease) in cash and cash 2,144 (390)
equivalents
Cash and cash equivalents at beginning of period 69 459
Cash and cash equivalents at end of period 2,213 69
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
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.
1.1 Basis of preparation
The condensed interim financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as adopted by the
These interim financial statements cover the six-month period following Defence Holdings PLC’s previous audited financial year end of
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 condensed interim financial statements have not been audited, nor have they been reviewed by the Company's auditors in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures have been prepared using applicable accounting policies and practices consistent with those adopted in the audited annual financial statements for the year ended
1.2 Going concern
The preparation of financial statements requires an assessment on the validity of the going concern assumption. The interim financial statements have been prepared on a going concern basis, which assumes that the Company will continue to meet its liabilities as they fall due. The Company has successfully raised £3.45 million, with net proceeds received, materially strengthening its liquidity position. Management has assessed that the funds raised, together with the At-The-Market facility established after the Interim period, provide sufficient resources to meet the Company’s working capital requirements for the foreseeable future. On this basis, the Directors consider the adoption of the going concern basis to be appropriate and do not believe that any material uncertainty exists regarding the Company’s ability to continue as a going concern for the interim period.
1.3 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 affects 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 period, 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 Revenue
As the Company is currently in the development phase of its defence technology platform, it does not yet generate revenue. All activities during the period were focused on research, development and preparation for future commercialisation.
Unaudited Audited
period 18 Months
ended 30 Sep 2025 ended 31 Mar 2025
£’000 £’000
Sponsorship revenue - 2,217
Events - 199
Studios revenue - 1,454
Prize money - 277
Other revenue - 187
Total revenue - 4,334
3 Earnings per share
The basic earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares in issue.
Unaudited Audited
At 30 Sep At 31 Mar
2025 2025
Loss for the year from continuing operations (£’000) (3,508) (1,277)
Weighted average number of ordinary shares in issue 2,008,866,131 764,005,927
Basic and diluted earnings per share for continuing (0.17) (0.17)
operations (pence)
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.
4 Trade and other receivables
Unaudited Audited
period 18 months
ended 30 Sep 2025 ended 31 Mar 2025
£’000 £’000
Prepayments – Whitespace 503 8
Total trade & other receivables 503 8
The directors consider that the carrying amount of prepayments is approximately equal to their fair value
5 Trade and other payables
Unaudited Audited
18 months
Period ended 31 Mar 2025
ended 30 Sep 2025
£’000 £’000
Trade payables 105 68
Accruals - 302
VAT Payable (67) 94
Total trade and other payables 38 464
The directors consider that the carrying value of trade and VAT payables is approximately equal to their fair value.
6 Share-based payments
The following warrants over ordinary shares have been granted by the Company and are outstanding at
______________________________________________________________________________ | | | |Outstanding at|Exercisable at| |Grant date|Expiry period |Exercise price| | | | | | |30 Sep 2025 |30 Sep 2025 | |__________|______________________|______________|______________|______________| |01-Nov-22 |5 years from agreement|£0.014 | 13,250,000 | 13,250,000 | |__________|______________________|______________|______________|______________| |20-Jun-23 |5 years from agreement|£0.0067 | 45,350,000 | 45,350,000 | |__________|______________________|______________|______________|______________| |22-Dec-23 |5 years from agreement|£0.005 | 20,000,000 | 20,000,000 | |__________|______________________|______________|______________|______________| |24-Jan-24 |5 years from agreement|£0.0048 | 6,350,000 | 6,350,000 | |__________|______________________|______________|______________|______________| |20-Sep-23 |5 years from agreement|£0.006 | 2,000,000 | 2,000,000 | |__________|______________________|______________|______________|______________| |07-Feb-25 |5 years from agreement|£0.00325 |11,679,135 |11,679,135 | |__________|______________________|______________|______________|______________| |28-Jul-25 |5 years from agreement|£0 | 461,538,462 | 461,538,462 | |__________|______________________|______________|______________|______________| |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 | |__________|______________________|______________|______________|______________| |02-Sep-25 |5 years from agreement|£0.00325 | 10,000,000 | 10,000,000 | |__________|______________________|______________|______________|______________| |04-Sep-25 |5 years from agreement|£0.00325 | 48,663,062 | 48,663,062 | |__________|______________________|______________|______________|______________| |Total | | | 764,819,845 | 764,819,845 | |__________|______________________|______________|______________|______________|
Balance as at31 March 2025 £851 Additional Warrants issued in the previous period £22 Warrants issued in the period £3,162 Warrants exercised in the period -£324 Warrants lapsed/expired during the period - Balance as at30 September 2025 £3,711
At the grant date, the fair value of the warrants issued have been determined using the Black-Scholes option pricing model. Volatility was calculated based on data from comparable esports companies, with an appropriate discount applied due to being an unlisted entity at the grant date, if applicable. Risk-free interest has been based on
7 Share capital and share premium
Share Share
Shares Total
Capital Premium
No. £’000 £’000 £’000
At 31 March 2025 804,984,029 805 23,673 24,478
Issue of shares for fundraising 1,061,538,462 1,062 2,388 3,450
Issue of shares for share issue costs 80,000,000 80 180 260
Issue of shares for Warrants exercised 62,343,630 62 166 228
At 30 September 2025 2,008,866,131 2,009 26,407 28,416
1,203,882,092 shares were issued in the period from the Company's last audited report from
8 Events after the Reporting Period
Subsequent to the reporting period ended
The Company issued 272,999,279 new Ordinary Shares following exercises of warrants, increasing the total issued share capital to 2,426,792,946 Ordinary Shares. Following these exercises, warrants outstanding at the date of the report amounted to 491,820,566.
The Company’s shares were also approved for quotation on the US OTC Market under the ticker ALRDF, with no new shares issued in connection with the cross-listing.
The Company established and began to utilise an At-The-Market equity issuance facility, raising gross proceeds of £620,317.49 to support working capital requirements.
In addition, on
