Cloudified Holdings Limited

Annual Report • Jul 30, 2025

National Storage Mechanism | Additional information

RNS Number : 2473T

Cloudified Holdings Limited

30 July 2025

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Cloudified Holdings Limited

("Cloudified" or the "Company")

Final Results

Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Group" or "the Company"), an AIM quoted cash shell announces its final results for the year ended 31 March 2025 (the "Period").

Highlights

·      Evaluated several strategic options for the Company including acquisitions, fundraisings, as well as options for an orderly dissolution and return of cash to shareholders.

·      On 13 November 2024, £500,000 (gross) was invested by Salonica GP subscribing for 9,651,385 new ordinary shares at 5.2p (the "Investment") which represented a 131% premium to last share price pre-suspension. This Investment is being deployed to support the acquisition of an asset identified by Salonica in the media and entertainment sector (the "Acquisition"). The Acquisition, if completed, will constitute a reverse takeover under Rule 14 of the AIM Rules.

·      Othman Shoukat and Richard Collett joined the board on 13 November 2024.

·      The board is currently focussed on completion of the Acquisition. The project is progressing, and funds are now being used on customary due diligence and legal processes.

·      Cash at 30 June 2025 c£0.36m with an ongoing cost base of c£30k/m (excluding Acquisition transaction costs).

The Annual Report & Accounts for the year ended 31 March 2025 will shortly be available on the Company's website ( https://cloudified-holdings.com/reports-and-results ) in accordance with the electronic communication provisions under its Articles of Association and AIM Rule 20.

Enquiries:

Cloudified Holdings Limited Ian Selby, Director	Via IFC
Zeus ( NOMAD & Broker) Mike Coe/ James Bavister	+ 44 (0) 203 829 5000
IFC Advisory Ltd Financial PR & IR Graham Herring / Zach Cohen	+44 (0) 203 934 6630

Strategic Report

The Directors present the Strategic Report of the Company for the year ended 31 March 2025.

Business Review

Historically, the Group functioned as a provider of cyber security services to the SME market via former trading subsidiaries. On 12 December 2023, the Group finalised the sale of its cyber security assets (Falanx Cyber Defence Ltd and Falanx Cyber Technologies Limited), transitioning to a cash shell in accordance with AIM Rule 15 on the same day.

Following the disposal, the board of Alex Hambro and Ian Selby (with Mike Read having retired on 3 April 2024) evaluated over thirty opportunities for potential reverse takeover candidates. Opportunities were carefully screened for their likelihood of successfully completing a transaction as well as for their ability to demonstrate credible business plans to support future growth. Costs were kept to a minimum to support this process, and no external advisory costs would be incurred unless the deal was credible and risk sharing with the target was in place. In parallel to this, a plan was developed to put the company into a Members Voluntary Liquidation ("MVL") if the board, in conjunction with its advisors, deemed it unrealistic to expect an appropriate transaction to complete in a realistic time frame. All other subsidiaries (which were dormant) were dissolved during the year.

On 13 June 2024, the Company's shares were suspended from trading on the AIM market as it was not able to make an acquisition or acquisitions which constituted a reverse takeover under Rule 14 of the AIM Rules, within six months of becoming an AIM Rule 15 cash shell, in accordance with Rule 15 of the AIM Rules.

On 28 October 2024, the Company announced a refinancing of £500,000 (before expenses of c£99,000), through a subscription for 9,615,385 new Ordinary Shares at an issue price of 5.20 pence per new Ordinary Share, representing a 131% premium to the last share price, and also to the expected proceeds from an MVL. The investment was made by Salonica GP (advised by Salonica Capital Ltd) and is to support the execution of an RTO by the acquisition of an identified asset (the "Acquisition"), as set out below, in the media and entertainment sector. On 13 November 2024 the investment was completed following approval by the Company's shareholders and Othman Shoukat and Richard Collett joined the Board. 

The Acquisition, which was introduced by Salonica Capital, will be of a newly incorporated company which has been established to acquire the global distribution rights of certain media assets and technology licences from an established international media company. Its management team, who are highly experienced in this sector, are focussing their plans on driving recurring revenues from these assets as well as event specific revenues. The Acquisition is currently expected to complete in the fourth quarter of 2025. Consideration for the Acquisition is expected to be settled via the issue of new Ordinary Shares in the capital of the Company. A fundraising may be undertaken alongside this to accelerate the development and growth of the Company, as well as to settle certain transaction costs. Should the Acquisition complete as envisaged, shareholders will each receive a further seven new Ordinary Shares by way of bonus issue for every four Ordinary Shares they hold. This will increase the uplift to shareholders to 536% compared to the last quoted price.

In the year to 31 March 2025, costs comprised solely of items necessary to operate the cash shell. Net assets on 31 March 2025 primarily consisted of cash balances of £0.46m with other amounts arising from routine amounts for debtors, prepayments, trade payables, payroll taxes and accruals. Overall shareholders' funds were £0.45m (2024: £0.39m)

Subsequent Events Review and Future Strategy

Since the balance sheet date, the board has been focussed on completion of the RTO. The project is progressing, and funds are now being used on customary due diligence and legal processes. The Company's shares remain suspended from trading on AIM until 20th October 2025. Cash balances on 30 June 2025 were £0.36m and the average monthly expenditure (excluding transaction costs) is approximately £0.026m

Consolidated income statement

for the year ended 31 March 2025

				2025		2024
	Note			£		£
Revenue	4			-		13,935
Cost of sales				-		-
Gross profit				-		13,935
Administrative expenses (continuing operations)				(280,674)		(1,479,951)
Operating loss				(280,674)		(1,466,016)
Finance income				9,591		8,764
Finance expense				(1,424)		(1,021)
Finance income - net				8,167		7,743
Loss before income tax				(272,507)		(1,458,273)
Income tax expense				-		-
Loss for the year from continuing operations				(272,507)		(1,458,273)
Discontinued operations
Profit for the year from discontinued operations				-		51,391
Loss for the year				(272,507)		(1,406,882)
Loss per share from continuing operations
Basic & diluted loss per share	6			(3) p		(28) p

Profit per share from discontinued operations
Basic and diluted profit per share	6	-	0.98 p

		2025	2024
	Note	£	£
Loss for the year		(272,507)	(1,406,882)
Total comprehensive loss for the year		(272,507)	(1,406,882)
Attributable to:
Owners of the parent
Continuing operations		(272,507)	(1,458,273)
Discontinued operations	5	-	51,391
Total comprehensive loss for the year		(272,507)	(1,406,882)

Consolidated statement of financial position

as at 31 March 2025

		2025	2024
	Note	£	£
Assets
Current assets
Trade and other receivables		48,220	68,740
Cash and cash equivalents		460,221	530,492
Total assets		508,441	599,232
Equity
Capital and reserves attributable to equity holders of the Company
Share capital		4,436,968	4,035,003
Share based payment reserve		180,048	462,386
Accumulated losses		(4,165,219)	(4,105,874)
Total equity		451,797	391,515
Liabilities
Current liabilities
Trade and other payables		56,644	207,717
Total liabilities		56,644	207,717
Total equity and liabilities		508,441	599,232

Consolidated statement of changes in equity

for the year ended 31 March 2025

		Share	Accumulated	Share based
	Note	capital	losses	payment reserve	Total
		£	£	£	£
Balance at 1 April 2023		4,035,003	(2,930,008)	697,900	1,802,895
Loss for the year		-	(1,406,882)	-	(1,406,882)
Transactions with owners:
Share based payment charge		-	-	(4,498)	(4,498)
Forfeited share options reversed through reserves		-	231,016	(231,016)	-
Balance at 31 March 2024		4,035,003	(4,105,874)	462,386	391,515
Profit for the year		-	(272,507)	-	(272,507)
Transactions with owners:
Issue of share capital		500,000	-	-	500,000
Costs of issue of share capital		(98,035)	-	-	(98,035)
Share based payment charge		-	-	(69,176)	(69,176)
Forfeited share options reversed through reserves		-	213,162	(213,162)	-
Balance as at 31 March 2025		4,436,968	(4,165,219)	180,048	451,797

The share capital account represents the amount subscribed for share capital, net of share issue expenses. Share issue expenses comprise the costs in respect of the issue by the Company of new shares.

Accumulated losses represent the cumulative losses of the Group attributable to the owners of the parent.

The share-based payment reserve represents the cumulative share option and warrant charges.

Consolidated cash flow statement

for the year ended 31 March 2025

		2025	2024
	Note	£	£
Cash flows from operating activities
Loss before tax from continuing activities		(272,507)	(1,458,273)
Profit before tax from discontinued activities		-	51,391
Loss profit before tax		(272,507)	(1,406,882)
Adjustments for:
Depreciation	4	-	17,887
Amortisation and impairment of intangibles	4	-	188,683
Amortisation of right of use assets	4	-	35,364
Share based payment		(69,176)	(4,498)
Gain on disposal of subsidiaries	5	-	(602,904)
Gain on disposal of fixed assets		-	(289)
Gain on disposal of right of use assets		-	(2,876)
Amortisation of borrowing costs		-	122,291
Net finance (income) / expense recognised in profit or loss		(8,167)	276,382
		(349,850)	(1,376,842)
Changes in working capital:
Decrease in trade and other receivables		20,520	413,146
Decrease in trade, contract liabilities and other payables		(151,073)	(57,147)
Cash used in operations		(480,403)	(1,020,843)
Interest paid		(1,424)	(5,257)
Net cash used in continued operating activities		(481,827)	(1,026,100)
Cash flows from investing activities
Interest received		9,591	9,616
Proceeds from disposal of fixed assets		-	1,279
Proceeds on disposal of subsidiaries, net of cash disposed		-	1,181,148
Net cash generated from investing activities		9,591	1,192,043
Cash flows from financing activities
Repayment of lease liabilities		-	(15,251)
Interest on lease liabilities		-	(4,435)
Repayment of borrowings		-	(396,278)
Interest paid on borrowings		-	(193,820)
Proceeds from issue of shares		500,000	-
Costs of share issuance		(98,035)	-
Net cash generated from / (used in) financing activities		401,965	(609,784)
Net decrease in cash equivalents		(70,271)	(443,841)
Cash and cash equivalents at beginning of year		530,492	974,333
Cash and cash equivalents at end of year		460,221	530,492

Notes to the consolidated financial statements

for the year ended 31 March 2025

1.   General information

Cloudified Holdings Limited (the "Company" or "Cloudified") is a cash shell under Rule 15 of the AIM rules. This followed the disposal of its trading subsidiaries in the cyber security division on 12 December 2023. The Company is a public limited company which is listed on the AIM Market of the London Stock Exchange and is incorporated and domiciled in the British Virgin Islands. The address of its registered office is PO Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. The UK registered office is c/o Blake Morgan LLP, Apex Plaza, Forbury Road, Reading, RG1 1AX.

2.   Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the years presented unless otherwise stated.

2.1 Basis of preparation

These consolidated financial statements have been prepared in accordance with UK adopted International Accounting Standards . Whilst it had no subsidiaries at the balance sheet date, the Company had subsidiaries for a portion of the year and was therefore a parent company in accordance with IFRS10. The functional and presentational currency for the financial statements is Sterling. The financial statements have been prepared under the historical cost convention, as modified by financial assets and financial liabilities at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

2.1.1 Going concern

The company is a cash shell with no trading operations. On 12 December 2023 the Company sold its Cyber Division, this sale included a Warranties and Indemnities insurance policy which caps the Company's liabilities (save in the case of fraud) at £1. On 30 June 2025 the Company had cash balances of £359,580 and has an expected cash consumption of c£30,000 per month comprising of directors' fees, audit fees and usual PLC running costs.

The Company is currently conducting an acquisition which will constitute an RTO, however, there is a risk that fees associated with the transaction could exceed the Company's financial resources before the transaction is completed. The impact of any successful RTO has been excluded from our assessment of going concern as its outcome as to timing and cash flows is inherently uncertain.

Having ceased trading operations in December 2023, and the uncertainty inherent in the proposed RTO transaction, the Directors consider that preparing the financial statements on a basis other than a going concern remains appropriate. They consider that preparing the accounts on such a basis has no material impact on the presentation of the numbers in the financial statements.

2.1.2 New and Revised Standards

New and amended IFRS Accounting Standards that are effective for the current year

There are a number of standards and amendments to standards which have been issued by the IASB that are effective in future accounting periods that have not been adopted early. The following standard is effective for annual reporting periods beginning on or after 1 January 2024:

·      IFRS 17 Insurance Contracts

·      Classification of liabilities as current or non-current (Amendments to IAS 1)

·      Deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12)

·      Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

·      Classification of Financial Instruments (Amendments to IFRS 9)

·      Non-current liabilities with covenants (Amendments to IAS 1)

·      Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

New and revised IFRS Accounting Standards in issue but not yet effective

The following amendments are effective for annual reporting periods beginning on or after 1 January 2025:

·      Guidance on the exchange rate to use when a currency is not exchangeable (Amendments to IAS 21)

·      Accounting treatment for the sale or contribution of assets (Amendments to IFRS 10 and IAS 28)

The following standards are effective for annual reporting periods beginning on or after 1 January 2027:

·      IFRS 18 Presentation and Disclosure in Financial Statements

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures

2.2 Consolidation

Subsidiaries

Subsidiary undertakings are entities that are controlled by the Company. The definition of control involves three elements: power over the investee; exposure or rights to variable returns and the ability to use the power over the investee to affect the amount of the investor's returns. The Group generally obtains power through voting rights. Subsidiaries are consolidated from the date at which the Group obtains the relevant level of control and are treated as disposed of, and so de-consolidated from the date at which that control ceases. Whilst it had no subsidiaries at the year end, it was a Parent company during the year as defined by IFRS10.

The acquisition method of accounting is used for all business combinations. On acquisition, the cost is measured at the aggregate of their fair values at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquire. Any costs directly attributable to the business combination are expensed as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (Revised), "Business Combinations" are recognised at fair values at the acquisition date.

Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the difference is recognised directly in profit or loss. Any subsequent adjustment to reflect changes in consideration arising from contingent consideration amendments are recognised in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group. All subsidiaries are wholly owned by the Group.

2.3 Segmental reporting

In accordance with IFRS 8, segmental information is presented based on the way in which financial information is reported internally to the chief operating decision maker. The Group's internal financial reporting was historically organised along product and service lines, but this as a consequence of the disposal of trading operations on 12 December 2023, has been changed to reflect discontinued and continuing items. A business segment is a group of assets and operations engaged in providing products and services that are subject to risks and returns which are different from those of other business segments.

2.4 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities.

Revenue is recognised on the following bases:

Class of revenue                  Recognition criteria

Subscription fees                   straight line basis over the life of the contract

Managed services                 straight line basis over the life of the contract

Consultancy                            on delivery of service to customers

Vulnerability assessment     on delivery of service to customers

Revenue is recognised as the client receives the benefit of the services provided under a commercial contract, in an amount that reflects the consideration to which the provider expects to be entitled for the transfer of the goods or services.

Performance obligations and timing of revenue recognition

Revenue from the provision of professional services such as penetration testing, consultancy and strategic intelligence assignments are recognised as services are rendered, based on the contracted daily billing rate and the number of days delivered during the period. Revenue from pre-paid contracts are deferred in the statement of financial position and recognised on utilisation of service by the client.

Revenue from cyber monitoring contracts (including installation), intelligence embedded analyst and report subscriptions includes advance payments made by the customer is deferred (as a contract liability) and is then subsequently recognised on a straight-line basis over the term of the contract. Where they are billed periodically in a monthly in arrears basis, revenues are recognised at that point.

Contracts values are typically fixed price and the pricing level is based on management experience of pricing adequate mark up of prime cost. Where additional services need to be delivered outside of the contract a time and materials basis based on day rates is used.

Determining the transaction price

The Group's revenue is derived from fixed price contracts and therefore the amount of revenues to be earned from each contract is determined by reference to those fixed prices. Costs of obtaining long-term contracts and costs of associated sales commissions are prepaid and amortised over the terms of the contract on a straight-line basis. Commissions paid to sale staff for work in obtaining the Prepaid Consultancy are recognised in the month of invoice. The timing and any conditionality for the payment of commissions is governed under the then applicable sales incentive plan.

Revenues are exclusive of applicable sales taxes and are net of any trade discounts. There are no financing components in any of our revenue streams.

Contract Assets (accrued incomes) balance was £nil (2022: £21,100) as all arose from assets held for sale and were reflected in that balance. Contract Liabilities (deferred incomes) balance of £nil (2022: £529,496) were similarly included in assets held for sale.  All contract assets had short cash conversion periods and all assets at the year-end have since been monetised. All contract assets and liabilities related to discontinued items.

The Board considers that the information in note 4 adequately depicts how the nature, amount, timing and uncertainty of revenue and cash flow are affected by economic factors.

2.5 Taxation

The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Taxable profit for the year is based on the profit as shown in the income statement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes. The current tax liability for the year is calculated using tax rates which have either been enacted or substantively enacted at the reporting date.

Deferred tax is provided in full, using the liability method on temporary differences arising between the tax base of assets and liabilities and their carrying values in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates which have been enacted or substantively enacted at the reporting date and are expected to apply when the related deferred tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of tax assets and unutilised tax losses, to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and the carrying forward of tax assets and unutilised tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and adjusted to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date.

2.6 Foreign Currency

The Company has determined Sterling as its functional currency, as this is the currency of the economic environment in which the Company predominantly operates.

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, the monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary assets and liabilities are carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on exchange are included in profit or loss.

Foreign currency differences arising on retranslation are recognised in profit or loss.

In the case of foreign entities, the financial statements of the Group's overseas operations are translated as follows on consolidation: assets and liabilities, at exchange rates ruling on reporting date, income and expense items at the average rate of exchange for the period and equity at exchange rates ruling on the dates of the transactions. Exchange differences arising are classified as equity and transferred to a separate translation reserve. Such translation differences are recognised in profit or loss in the period in which the operation is disposed of. Foreign exchange gains and losses arising from monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely within the foreseeable future, are considered to form part of net investment in a foreign operation and are recognised directly in equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Foreign currency gains and losses are reported on a net basis.

2.7 Impairment of non-financial assets

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A review for indicators of impairment is performed annually. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Any impairment charge is recognised in the income statement in the year in which it occurs. When an impairment loss, other than an impairment loss on goodwill, subsequently reverses due to a change in the original estimate, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have resulted, net of depreciation, had no impairment loss been recognised for the asset in prior years.

2.8 Financial instruments

The Group applies a simplified method of the expected credit loss model when calculating impairment losses on its financial assets which are measured at amortised cost such as trade receivables, other debtors and prepayments. This resulted in greater judgement due to the need to factor in forward-looking information when estimating the appropriate amount to provisions.

(a) Financial Assets

The Group's Financial Assets include Cash and Cash Equivalents, Trade Receivables and Other Receivables.

·      Initial Recognition and Measurement : Financial Assets are classified as amortised cost and initially measured at fair value.

·      Subsequent Measurement : Financial assets are subsequently measured at amortised cost, using the effective interest method, less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial. The company only offers short (typically 30 day) periods of credit to its customers.

·      Derecognition of Financial Assets: The Company derecognises a Financial Asset only when the contractual rights to the cash flows from the asset expire, or it transfers the Financial Asset and substantially all the risks and rewards of ownership of the asset to another entity.

(b) Financial Liabilities and Equity Instruments

The Group's Financial Liabilities include Trade Payables, Accruals and Other Payables. Financial Liabilities are classified at amortised cost.

(c) Investments

Investments not in subsidiary undertakings are carried at fair value through profit and loss.

Classification as Debt or Equity. Financial Liabilities and Equity Instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a Financial Liability and an Equity Instrument.

2.9 Share capital

Ordinary shares (of nil par value) in the Company are classified as equity. By definition all amounts arising from the issue of these shares are attributable to Share Capital as are any directly attributable (including any warrants issued as commissions) to issue of new shares are shown in equity as a deduction to the share capital account. The Company does not maintain a separate share premium account.

2.10 Reserves

The consolidated financial statements include the following reserves: translation reserve, share option reserve, 2022 Liabilities reserve and accumulated losses. Premiums paid on the issue of share capital, less any costs relating to these, are posted to the share capital account as referenced above.

2.11 Trade payables

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method. As the payment period of trade payables is short, future cash payments are not discounted as the effect is not material.

2.12 Pensions

The Company operates a defined contribution pension scheme under which fixed contributions are payable. Pension costs charged to the income statement represent amounts payable to the scheme during the year.

2.13 Share-based payments

The cost of share-based payment arrangements, which occur when employees receive shares or share options, is recognised in the income statement over the period over which the shares or share options vest.

The expense is calculated based on the value of the awards made, as required by IFRS 2, 'Share-based payment'. The fair value of the awards is calculated by using the Black-Scholes and Monte Carlo option pricing models taking into account the expected life of the awards, the expected volatility of the return on the underlying share price, vesting criteria, the market value of the shares, the strike price of the awards and the risk-free rate of return. The charge to the income statement is adjusted for the effect of service conditions and non-market performance conditions such that it is based on the number of awards expected to vest. Where vesting is dependent on market-based performance conditions, the likelihood of the conditions being achieved is adjusted for in the initial valuation and the charge to the income statement is not, therefore, adjusted so long as all other conditions are met.

Where an award is granted with no vesting conditions, the full value of the award is recognised immediately in the income statement.

2.14 Provisions

Provisions are recognised in the statement of financial position where there is a legal or constructive obligation to transfer economic benefits as a result of a past event. Provisions are discounted using a rate which reflects the effect of the time value of money and the risks specific to the obligation, where the effect of discounting is material.

Provisions are measured at the present value of expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time, value of money and the risks specific to the obligation. The increase in provision due to the passage of time is recognised as interest expense.

3.   Critical accounting estimates and judgements

The preparation of the Group financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the present circumstances. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed below.

Estimates:

Management do not consider there to be significant accounting estimates in respect of the year ended 31 March 2025 or 31 March 2024.

4.   Segmental reporting

As described in note 2, the Directors consider that the Group's internal financial reporting is organised along continuing and discontinuing lines of business following the disposal of the strategic intelligence business on 6 October 2021 and the disposal of the remaining cyber business on 12 December 2023. At that point the operations of the group were ceased and remaining infrastructure reorganised to support a cash shell.

The results for the business operating segment for the years ended 31 March 2025 and 31 March 2024 are as follows:

	2025	2024		2024		2024
	£	£		£		£
		Continuing		Discontinued		Total
Professional services	-	13,935		1,882,331		1,896,266
Monitoring managed services	-	-		826,435		826,435
Revenues from external customers	-	13,935		2,708,766		2,722,701
Gross Margin	-	13,935		1,155,651		1,169,586
Cyber operating expenses	-	-		(1,059,607)		(1,059,607)
Corporate operating expenses	(349,848)	(1,483,657)		-		(1,483,657)
Segment Reported EBITDA	(349,848)	(1,469,722)		96,044		(1,373,678)
Finance expense-net	8,167	7,743		(406,415)		(398,672)
Depreciation and amortisation	-	(792)		(241,142)		(241,934)
Share option credit	69,174	4,498		-		4,498
Profit on sale of discontinued operations	-	-		602,904		602,904
Segment loss before tax for the year	(272,507)	(1,458,273)		51,391		(1,406,882)

Segment assets consist primarily of property, plant and equipment, intangible assets, trade and other receivables and cash and cash equivalents. Unallocated assets comprise deferred tax assets, financial assets held at fair value through profit or loss and derivatives.

Segment assets, liabilities and capital expenditure for the year then ended are as follows:

			2025	2024
				Continuing
			£	£
Other assets			508,441	599,232
Other liabilities			56,644	207,717
Capital expenditure - Tangible			-	-

Geographical information

Discontinued items historically operated in four geographical areas, although all were managed on a worldwide basis from the Group's head office in the United Kingdom. All non-current assets are in the United Kingdom.

A geographical analysis of revenue and non-current assets is given below. Revenue is allocated based on location of customer; non-current assets are based in the United Kingdom. Continuing revenues were £13,935 in 2024 and arose from support by the buyers of the Cyber division disposed of on 12 December 2023.

Revenue by geographical location

	2025	2024	2024	2024
	Continuing	Continuing	Discontinued	Total
	£	£	£	£
United Kingdom	-	13,935	2,112,507	2,126,442
Europe	-	-	156,541	156,541
The Americas	-	-	367,479	367,479
Australasia	-	-	72,239	72,239
	-	13,935	2,708,766	2,722,701

5.   Discontinued operations

On 12 December 2023, the Company disposed of its only trading assets, Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited (together the "Cyber Division") for an enterprise value of £4.2 million payable in cash to Thetis Bidco Limited. This represented all of the professional services and monitoring managed services operating segments other than some remaining operating costs supporting the AIM Rule 15 cash shell.

The results (for comparative purposes only, as the Company had no discontinued operations in the year ended 31 March 2025) of the discontinued operations and the effect of the discontinued operations on the financial position of the Group were as follows:

Financial performance and cash flow information

Results of the discontinued operations for the year ended 31 March 2024 for Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited

		2024
		Cyber
Income statement		£
Revenue		2,708,766
Administrative expenses		(2,853,864)
Operating loss		(145,098)
Finance costs		(406,415)
Loss before income tax		(551,513)
Income tax credit		-
Loss from discontinued operations before gain on sale		(551,513)
Profit on sale of discontinued operations		602,904
Profit / (Loss) from discontinued operations		51,391

		2024
Cash flows from/(used in) discontinued operations		£
Net cash flows from operating activities		444,594
Net cash flows from investing activities		1,331
Net cash flows from financing activities		(609,784)
Net cash flows for the year		(163,859)
Intra-Group funding and transactions		192,756
Net cash flows from discontinued operations, net of intercompany		28,897

Net cash flows from investing activities does not include proceeds from the disposal of discontinued operations of £1,181,148 which were accounted for by the parent company. This is only shown for comparative purposes.

Effect of discontinued operations on the financial position of the Group

				2024
Net assets disposed of and the gain on disposal				£
Assets of the disposal group
Property, plant & equipment				31,517
Intangible assets				2,787,446
Trade and other receivables				910,529
Total assets				3,729,492
Liabilities of the disposal group
Trade and other payables				607,434
Contract liabilities				598,648
Borrowings				1,945,166
Total liabilities				3,151,248
Net assets of the disposal group				578,244
Consideration received in cash and cash equivalents, net of transactions costs				1,181,148
Gain on sale of discontinued operation				602,904
Net cash inflow arising on disposal:
Consideration received in cash and cash equivalents, net of transaction costs				1,181,148
				1,181,148

6.   Basic and diluted earnings per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. There are no dilutive share options at present as these would currently increase the loss per share.

Continuing operations
	2025	2024
	£	£
Loss for the year attributable to equity holders of the Company	(272,507)	(1,406,882)
Less profit / (loss) from discontinued operations	-	51,391
Loss from continuing operations	(272,507)	(1,458,273)
Total basic and diluted (loss)/profit per share from continuing operations (pence per share)	(3) p	(28) p

Continuing and discontinued operations
	2025	2024
	£	£
(Loss) / Profit for the year attributable to equity holders of the Company	(272,507)	(1,406,882)
Total basic and diluted profit / (loss) per share (pence per share)	(3) p	(27) p

Weighted average number of shares used as the denominator

	2025	2024
Weighted average number of ordinary shares used as the denominator in the calculating basic earnings per share	8,925,961	5,264,212

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all dilutive potential ordinary shares. The Company's dilutive potential ordinary shares arise from warrants and share options. In respect of the warrants, a calculation is performed to determine the number of shares that could have been acquired at fair value, based upon the monetary value of the subscription rights attached to the outstanding warrants. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the warrants.

At 31 March 2025, the potentially dilutive ordinary shares were anti-dilutive because the Group was loss-making. The basic and diluted earnings per share as presented on the face of the income statement are therefore identical. All earnings per share figures presented above arise from continuing and total operations and, therefore, no earnings per share for discontinued operations is presented.

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share. For a loss-making company with outstanding share options, net loss per share would be decreased by the exercise of the options Therefore per IAS 33:36 the antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

7.   Events after the reporting period

Since the balance sheet date, the board has been focussed on completion of the RTO. The project is progressing, and funds are now being used on customary due diligence and legal processes. The Company's shares remain suspended from trading on AIM until 20th October 2025. Cash balances on 30 June 2025 were £0.36m and the average monthly expenditure (excluding transaction costs) is approximately £0.026m

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