NARF INDUSTRIES PLC — Interim / Quarterly Report 2020

Jun 30, 2021

National Storage Mechanism | Additional information

RNS Number : 6449D

CYBA PLC

30 June 2021

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 (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.

30 June 2021

CYBA plc ("CYBA" or the "Company")

Audited results for nine months ended 31 December 2020

CYBA plc ("CYBA" or the "Company") is pleased to announce its audited results for the nine-month period ended 31 December 2020.

The Annual Report and Financial Statements will be available on the Company's website www.cybaplc.com.

ENDS

For further information on the Company please visit www.cybaplc.com, with the Company's Prospectus to be found at https://cybaplc.com/investor-relations/corporate-documents or contact:

Robert Mitchell	CYBA	Tel: +44 (0) 20 3468 2212
Peter Krens	Tennyson Securities	Tel: +44 (0)207 186 9030
Catherine Leftley / Frank Buhagiar	St Brides Partners Ltd, Financial PR	Tel: +44 (0)207 236 1177 info@stbridespartners.co.uk

About CYBA plc

CYBA plc ("CYBA") is a special purpose acquisition company ("SPAC") seeking suitable acquisition targets in the Cyber Security sector.

CYBA intends to implement its strategy focussed on building a group capable of offering Cyber and Cybersecurity solutions in the US and globally.

The Company intends to leverage the deep industry knowledge of its board and associates to undertake due diligence on the commercial attributes of a target entity's business.

Further information in respect of the Company and its business interests is provided on the Company's website at www.cybaplc.com

Chairman's Statement

Dear Shareholder,

I have pleasure in presenting the financial statements for the nine months ended 31 December 2020.

Cyba Plc was formed to acquire a controlling interest in a company or business operating in the cyber security sector. I believe we are well under way with that strategy with the recently announced signing of binding heads of terms with our first target, Narf. We are very excited to having been able to agree terms as the Narf business has some very exciting products and serves as a very good umbrella for future add on acquisitions within this sector. I hope to update you further on this acquisition as it progresses.

The Strategy

Our focus during the period under review and beyond has been two-fold: to leverage the Board's deep industry knowledge to first identify and then undertake due diligence on the commercial attributes of a target entity's business, using professional advisory firms where necessary to carry out legal and financial assessments; and to put in place a platform with which to acquire and aggregate businesses.

Narf Industries

Narf operates within the Threat Intelligence Sector carrying out computer security research and developing and licensing software on a "software as a service" (SaaS) basis to detect threats to computer systems. It also provides Incident Response services to assist its clients to identify and neutralise active threats. Clients include US governmental agencies and large US corporates.

Financial

Funding

The Company raised £1.9m excluding share issue costs from investors from its formation on 28 November 2018 through to 31 March 2020. During the nine-month period to 31 December 2020, the Company raised an additional £1.9m. Following the admission onto LSE in March the Company also recently undertook an interim placing to secure the deals with its first target as announced earlier this month. The Company believes that this funding will be sufficient to meet its working capital requirements for at least the next 12 months on a standalone basis.

Revenue

The Company has generated no revenue during the period. However, the Company is focusing on acquisition targets that will ultimately generate revenue for the Company.

Expenditure

During the period the Company concentrated on fund raising to support its expenditure on its primary objective of evaluating suitable acquisition targets in the cyber security sector. A number of targets were considered in this process and the Company's management was supported in this activity by advisers and specialist consultants.

As at the date of this document, the Company has £2.4m in cash.

Dividend

The Directors do not intend to declare a dividend in respect of the period under review.

Outlook

We are positioning Cyba to be the vehicle through which shareholders will be able to gain exposure to this fast growing and critical sector.   We have the right team, the right strategy, and the right platform in place to transform the Company into a cyber and cybersecurity group serving US and International markets and organisations, one which has the capability to consolidate and scale up the range of products and solutions it offers to a growing blue chip customer base. I look forward to reporting our progress to you over the next period.

Robert Mitchell

Non-Executive Chairman

STATEMENT OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED 31 DECEMBER 2020

				Notes	9 month period ended 31 December 2020 £	16 month period ended 31 March 2020 £
Administrative expenses				4	(1,201,272)	(1,422,878)
Operating loss					(1,201,272)	(1,422,878)
Finance costs					(62)	(138)
Loss on ordinary activities before taxation					(1,201,334)	(1,423,016)
Tax on loss on ordinary activities				6	-	-
Loss and total comprehensive income for the period attributable to the owners of the company					(1,201,334)	(1,423,016)
Earnings per share (basic and diluted) attributable to the equity holders (pence)				7	(0.3)	(0.8)

The above results relate entirely to continuing activities.

The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2020

	Notes	As at 31 December 2020	As at 31 March 2020
		£	£
CURRENT ASSETS
Trade and other receivables	8	24,037	44,486
Cash and cash equivalents	9	1,261,997	552,977
		1,286,034	597,463
TOTAL ASSETS		1,286,034	597,463
CURRENT LIABILITIES
Trade and other payables	10	365,746	208,296
TOTAL LIABILITIES		365,746	208,296
NET ASSETS		920,288	389,167
EQUITY
Share capital	11	52,453	30,978
Share premium	11	3,468,048	1,757,068
Warrant reserve	12	24,137	24,137
Retained loss		(2,624,349)	(1,423,016)
TOTAL EQUITY		920,288	389,167

The accompanying notes form part of these financial statements.

STATEMENT OF CASHFLOWS

FOR THE NINE MONTHS ENDED 31 DECEMBER 2020

		Period ended 31 December 2020 £	Period ended 31 March 2020 £
Cash flow from operating activities
Loss for the period		(1,201,334)	(1,423,016)
Adjustments for:
Decrease / (Increase) in trade and other receivables		20,449	(44,486)
Increase in trade and other payables		157,450	208,296
Share based payments		24,750	24,137
Net cash outflow from operating activities		(998,685)	(1,235,069)
Cashflow from financing activities
Proceeds on the issue of shares		1,920,588	1,906,776
Costs related to share issues		(212,883)	(118,730)
Net cash inflow from financing activities		1,707,705	1,788,046
Net increase in cash and cash equivalents		709,020	552,977
Cash and cash equivalents at the beginning of the period		552,977	-
Foreign exchange			-
Cash and cash equivalents at the end of the period		1,261,997	552,977

There were no cashflows from investing activities during the period.

STATEMENT OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 31 DECEMBER 2020

		Share Capital	Share Premium	Warrant reserve	Retained Loss	Total
		£	£	£	£	£
Balance at incorporation 28 November 2018		2	-	-	-	2
Total comprehensive loss for the period		-	-	-	(1,423,016)	(1,423,016)
Shares issued during the period		30,976	1,875,798	-	-	1,906,774
Costs related to share issues		-	(118,730)	-	-	(118,730)
Fair value of warrants issued in the period		-	-	24,137	-	24,137
Balance at 31 March 2020		30,978	1,757,068	24,137	(1,423,016)	389,167
Total comprehensive loss for the period		-	-	-	(1,201,334)	(1,201,334)
Shares issued during the period		21,475	1,923,863			1,945,338
Costs related to share issues		-	(212,883)	-	-	(212,883)
Balance at 31 December 2020		52,453	3,468,048	24,137	(2,624,349)	920,288

The accompanying notes form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 31 DECEMBER 2020

1          GENERAL INFORMATION

The principal activity of Cyba Plc (the "Company'') is to identify potential companies, businesses or asset(s) in the Cyber Security sector that will increase shareholder value.

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          ACCOUNTING POLICIES

2.1          Basis of preparation

The Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRS IC") as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS.

The Financial Statements have been prepared under the historical cost convention unless otherwise stated. The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently. The Financial Statements are prepared in pounds Sterling and presented to the nearest pound.

2.2          Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.

The Company had a net cash outflow from operating activities for the period of £998,685 and at 31 December 2020 had cash and cash equivalents balance of £1,261,997. The Directors are confident that costs will be managed in line with expectations until a target company is acquired. The Directors have considered the management forecasts, post period-end fund raises, current working capital levels and utilisation of funds until an appropriate acquisition target has been identified, based on these factors the Directors consider that the entity is a going concern.

The Directors have considered the implications on the going concern status of the Company should the proposed transaction with Narf complete in the next 12 months. They have assessed that the Company would remain a going concern in this event due to the expected significant funds to be raised in conjunction with the completion of the transaction ensuring that the Company will have sufficient cash reserves to meet the enlarged Group's obligations as they fall due during the going concern period.

The Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the 12 months from the date of signing the financial statements and the accounts do not reflect any adjustments that would be required if they were to be prepared on any basis and assessing the adverse impact that COVID-19 will have on the global economy. The Directors believe that the Company is in a strong working capital position that will mitigate any negative macroeconomic shocks.  

2.3          Foreign currency translation

The financial information is presented in Sterling which is the Company's functional and presentational currency.

Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the period in which they arise.

2.4          Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and current and deposit balances at banks.

2.5          Trade and other receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

2.6          Trade and other payables

Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.

2.7          Financial instruments

Initial recognition

A financial asset or financial liability is recognised in the statement of financial position of the Company when it arises or when the Company becomes part of the contractual terms of the financial instrument.

Classification

Financial assets at amortised cost

The Company measures financial assets at amortised cost if both of the following conditions are met

·    the asset is held within a business model whose objective is to collect contractual cash flows; and

·    the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Financial liabilities at amortised cost

Financial liabilities measured at amortised cost using the effective interest rate method include current borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate ("EIR"). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.

Derecognition  

A financial asset is derecognised when:

·    the rights to receive cash flows from the asset have expired, or

·    the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets

of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.

Impairment

The Company recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.

2.8          Equity

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

Equity-settled share-based payments are credited to a warrants reserve as a component of equity until related options or warrants are exercised or lapse.

The warrant reserve includes share warrants issued to shareholders in connection with share capital issues that are measured at fair value at the date of issue and treated as a separate component of equity.

Retained earnings includes all current and prior period results as disclosed in the income statement.

2.9          Earnings per share

Basic earnings per share is calculated by dividing:

The loss attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares.

By weighting the average number of ordinary shares outstanding during the financial period.

2.10        Share-based payments

The Company has issued warrants to the initial investors and certain counter parties and advisers.

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

Fair value is measured using the Black Scholes pricing model. The key assumptions used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

2.11        Taxation

Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

2.12        Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The Directors consider that there are no critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company. 

2.13        Standards, amendments and interpretations to existing standards that are not yet effective

New standards, amendments to standards and interpretations:

Standard	Impact on initial application	Effective date, annual period beginning on or after
IFRS 3 - Business Combinations	Definition of a business	1 January 2020
IFRS standards (amendments)	References to the Conceptual Framework	1 January 2020
IAS 1 & IAS 8 (amendments)	Definition of Material	1 January 2020
IFRS 9, IAS 39 and IFRS 7 (amendments)	Interest Rate Benchmark Reform	1 January 2020
IFRS 3 (amendments)	Definition of a Business	1 January 2020
IFRS standards (amendments)	References to the Conceptual Framework	1 January 2020

No new standards, amendments or interpretations, effective for the first time for the financial period beginning on or after 1 April 2020 have had a material impact on the Company.

Standards issued but not yet effective:

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective. In some cases, these standards and guidance have not been endorsed for use in the European Union.

Standard	Impact on initial application	Effective date, annual period beginning on or after
IFRS standards (amendments)	Interest rate benchmark reform	1 January 2021
IFRS 3 (amendments)	Business combinations	1 January 2022
IAS 37 (amendments)	Onerous contracts	1 January 2022
IFRS standards (amendments)	2018-2020 annual improvement cycle	1 January 2022
IAS 16 (amendments)	Proceeds before intended use	1 January 2022
IFRS 17	Insurance Contracts	1 January 2023
IFRS 17 (amendments)	Insurance contracts	1 January 2023
IAS 1 (amendments)	Reclassification of liabilities as current or non-current	1 January 2023

The directors are evaluating the impact that these standards will have on the financial statements of the Company but it is not anticipated that they will have a material impact on the company.

2.14        Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board as a whole.

Given the current operations of the Company there are no reportable segments.

2.14        Financial Risk Management Objectives and Policies

The Company does not enter into any forward exchange rate contracts.

The main financial risks arising from the Company's activities are market risk, interest rate risk, foreign exchange risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can be found in Note 15.

3.         REVENUE

There was no revenue generated in the period.

4.         ADMINISTRATIVE EXPENSES

This is stated after charging:

		31 December 2020 £	31 March 2020 £
Auditor's remuneration
-      audit of the Company		15,000	10,000
-      non-audit services
taxation compliance services		-	-
other taxation services		-	-
corporate finance services		12,500	-
Directors' remuneration		205,900	308,937
Legal, professional and consultancy fees		355,115	420,549
Other expenses		612,819	683,530

5.         DIRECTORS AND STAFF COSTS

During the period the only staff of the Company were the Directors and as such key management personnel. Management remuneration, other benefits supplied and social security costs to the Directors during the period was as follows:

		31 December 2020 £	31 March 2020 £
Directors' fees		205,900	308,937
		205,900	308,937

The average number of staff during the period, including Directors was 4.

The remuneration and associated social security costs per Director was all short term in nature and was as follows:

			Directors' Fees	Share Based Payments	31 December 2020 £
R Mitchell			70,000	-	70,000
S Bassi			32,950	-	32,950
J Herring			32,950	-	32,950
R Heier			70,000	-	70,000
			205,900	-	205,900

For the comparative period to 31 March 2020:

			Directors' Fees	Share Based Payments	31 March 2020 £
R Mitchell			111,476	-	111,476
S Bassi			58,452	-	58,452
J Herring			58,452	-	58,452
R Heier			70,500	10,057	80,557
			298,880	10,057	308,937

6.         TAXATION

		31 December 2020 £	31 March 2020 £
The charge / credit for the period is made up as follows:
Corporation taxation on the results for the period		-	-
Deferred tax		-	-
Taxation charge / credit for the period		-	-
A reconciliation of the tax charge / credit appearing in the income statement to the tax that would result from applying the standard rate of tax to the results for the period is:
Loss per accounts		(1,201,334)	(1,423,016)
Tax credit at the standard rate of corporation tax in the UK of 19%		(228,253)	(270,373)
Impact of costs disallowed for tax purposes		104,925	107,685
Deferred tax in respect of temporary differences		-	-
Impact of unrelieved tax losses carried forward		123,328	162,688
		-	-

Estimated tax losses of £286,016 (31 March 2020: £162,688) are available for relief against future profits. No relating deferred tax asset has been provided for in the accounts based on the uncertainty as to when profits will be generated against which to relieve said asset

Factors affecting the future tax charge

The standard rate of corporation tax in the UK is 19%. Accordingly, the Company's effective tax rate for the period was 19%.

7.         EARNINGS PER SHARE

Basic earnings 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 period.

		31 December 2020 £	31 March  2020 £
Loss from continuing operations attributable to equity holders of the company		(1,201,334)	(1,423,016)
Weighted average number of ordinary shares in issue		374,933,182	179,745,588
Basic and fully diluted loss per share from continuing operations (pence)		(0.3)	(0.8)

The calculation of the earnings per share is based on the loss for the financial period after taxation of £1,201,334 and on the weighted average of 374,933,182 ordinary shares in issue during the period.

The warrants outstanding at 31 December 2020 are considered to be non-dilutive as a loss was made for the period. The diluted loss per share is therefore equal to the non-diluted loss per share

8.         TRADE AND OTHER RECEIVABLES

			31 December 2020 £	31 March 2020 £
	Prepayments and other receivables		24,037	44,486
			24,037	44,486

The Directors consider that the carrying value amount of trade and other receivables approximates to their fair value. 

9.         CASH AND CASH EQUIVALENTS

		31 December 2020 £	31 March 2020 £
Cash at bank		1,261,997	552,977
		1,261,977	552,977

Cash at bank comprises balances held by the Company in current bank accounts. The carrying value of these approximates to their fair value. The cash is held in a bank with a BBB credit rating.

10.       TRADE AND OTHER PAYABLES

		31 December 2020 £	31 March 2020 £
Accrued liabilities		279,745	127,903
Trade and other payables		86,000	80,392
		365,746	208,296

Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing costs. The Directors consider that the carrying value amount of trade and other payables approximates to their fair value. Refer Note 15.

11.       SHARE CAPITAL / SHARE PREMIUM

		Number of shares on issue	Share capital      £	Share premium £	Total        £
Balance on incorporation as at 28 November 2018		2	2	-	2
Shares issued during the period (net of issue costs)		309,774,998	30,976	1,756,068	1,788,044
Balance as at 31 March 2020		309,775,000	30,978	1,756,068	1,788,044
Shares issued during the period (net of issue costs)		214,750,000	21,477	1,710,988	1,732,455
Balance as at 31 December 2020		524,525,000	52,453	3,468,048	3,597,406

The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. As at 31 December 2020 the Company's issued and outstanding capital structure comprised 524,525,000 shares and there were no other securities in issue and outstanding.

On 28 November 2018 the Company was incorporated and issued 2 ordinary shares of £0.001 each.

On 1 December 2018 the Company issued 115,249,998 ordinary shares of £0.0001 each in lieu of consulting fees. The shares rank pari passu in all respects to the existing ordinary shares.

From 1 January 2019 to March 2020 the Company issued 190,025,000 ordinary shares of £0.0001 each at a place price of £0.01 per placing share. The shares rank pari passu in all respects to the existing ordinary shares.

On 28 February 2020 the Company issued 4,500,000 ordinary shares of £0.0001 each at a placing price of £0.01 per placing share in settlement of consulting fees of a sum of £45,000 owed to a creditor. The shares rank pari passu in all respects to the existing ordinary shares.

From 1 April 2020 to 31 December 2020 the Company issued 214,750,000 ordinary shares of £0.0001 each at a place price of £0.01 per placing share. The shares rank pari passu in all respects to the existing ordinary shares.

At 31 March 2020, there were warrants over 12,000,000 unissued ordinary shares.

12.       WARRANT RESERVE

Details of the warrants outstanding are as follows:

Issued	Exercisable from	Expiry date	Number outstanding	Exercise price
20 October 2019	Anytime until	8 March 2022	12,000,000	£0.01

	31 March 2020 £	31 December 2020 £
At beginning of period	24,137	-
Fair value of warrants granted and vested during the period	-	24,137
At end of period	24,137	24,137

The Company issued 12,000,000 warrants during the period on 20 October 2019.

		Number	Fair Value             £	Weighted average exercise price
At 31 December 2020		12,000,000	24,137	£0.01

The estimated fair value of the warrants granted in October 2019 was calculated by applying the Black-Scholes option pricing model. The assumptions used in the calculation were as follows:

Share price at date of grant                         1.00 pence

Exercise price                                                  1.00 pence

Expected volatility                                          35%

Expected dividend                                          Nil

Vesting criteria                                                 Exercisable on date of grant

Contractual life                                                 2 years

Risk free rate                                                     0.70%

Estimate fair value of each warrant              0.20 pence

The warrants outstanding at the period end have a weighted average remaining contractual life of 1.25 years. The exercise prices of the warrants are £0.01 per share. 

13.       CAPITAL COMMITMENTS

There were no capital commitments at 31 December 2020.

14.       CONTINGENT LIABILITIES

There were no contingent liabilities at 31 December 2020.

15.       FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade payables which arise directly from operations. The main purpose of these financial instruments is to provide working capital for the Company's operations. The Company does not utilise complex financial instruments or hedging mechanisms.

Financial assets by category

The categories of financial assets are as follows:

		31 December 2020 £	31 March 2020 £
Current Assets at amortised cost:
Trade and other receivables		-	-
Cash and cash equivalents		1,261,997	552,977
		1,261,997	552,977

Financial liabilities by category

The categories of financial liabilities are as follows:

		31 December 2020 £	31 March 2020 £
Current Liabilities at amortised cost:
Trade and other payables		86,000	80,392
Categorised as financial liabilities measured at amortised cost		86,000	80,392

All amounts are short term and payable in 0 to 3 months.

Credit risk

The maximum exposure to credit risk at the reporting date by class of financial asset was:

		31 December 2020 £	31 March 2020 £
Trade and other receivables		-	-

Interest rate risk

The maximum exposure to interest rate risk at the reporting date by class of financial asset was:

			31 December 2020 £	31 March 2020 £
Bank balances			1,261,997	552,977

The nature of the Company's activities and the basis of funding are such that the Company has significant liquid resources. The Company uses these resources to meet the cost of operations.

The Company is not financially dependent on the income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.

All deposits are placed with main clearing banks to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and three months, to provide flexibility and access to the funds.

Credit and liquidity risk

Credit risk is the risk of an unexpected loss if a counter party to a financial instrument fails to meet its commercial obligations. The Company's maximum credit risk exposure is limited to the carrying amount of cash of £1,261,997 and trade and other receivables of £nil. Credit risk is managed on a Company basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company's liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Company maintains adequate bank balances to meet those liabilities.

Currency risk

The Company operates in a global market with income and costs possibly arising in a number of currencies. The majority of the operating costs are incurred in £GBP. The Company does not hedge potential future income or costs, since the existence, quantum and timing of such transactions cannot be accurately predicted. The Company did not have foreign currency exposure at period end.

16.       CAPITAL MANAGEMENT

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the balance between debt and equity.

The capital structure of the Company as at 31 December 2020 consisted of equity attributable to the equity holders of the Company, totalling £920,288.

The Company reviews the capital structure on an on-going basis. As part of this review, the directors consider the cost of capital and the risks associated with each class of capital. The Company will balance its overall capital structure through the payment of dividends, new share issues and the issue of new debt or the repayment of existing debt.

17.       RELATED PARTY TRANSACTIONS

The compensation payable to Key Management personnel comprised £205,900 paid by the Company to the Directors in respect of services to the Company. Full details of the compensation for each Director are provided in the Directors' Remuneration Report. At period end, an amount of £38,804 (31 March 2020: £112,903) was due to the Directors in respect of Directors remuneration.

Rory Heier is the sole Director of Harpers Capital Limited that received £76,500 during the period for the provision of consulting, marketing and business development services. At the period end, an amount of £Nil was due to Harpers Capital Limited.

Steve Bassi is a Director of Narf Industries LLC, a company that received $250,000 USD during the period for the agreed payment of legal and due diligence services in connection with the signed letter of intent between Narf Industries LLC and Cyba plc. At the period end, an amount of £Nil was due to Narf Industries LLC.

18.       EVENTS SUBESQUENT TO PERIOD END

On 8 March 2021, the Company commenced trading its ordinary shares on the Main Market for listed securities of the London Stock Exchange plc under the TDIM 'CYBA'

On 13 May 2021, the Company completed a placement of 100 million ordinary shares of 0.0001p each at a price of 2p er ordinary share to raise £2 million before expenses to new and existing shareholders of Cyba plc.

On 21 June 2021, the Company announced a proposed acquisition of Narf Industries LLC and Narf Industries PR LLC and has entered into legally binding heads of agreement to acquire the entire issued share capital of Narf, an established provider of cutting edge cyber security R&D to the US Government and Industry, for a total consideration of US$25.6 million, of which $2.0m is payable by way of deposit to the sellers.

On 21 June 2021, the Company announced that it had secured an extension of the exclusivity period set out in the Letter of Intent entered into on 6 October 2020 in relation n to the Company's possible acquisition of Swarm Industries Inc. and Swarm Technologies Inc up to 30 September 2021.

19.       CONTROL

In the opinion of the Directors there is no single ultimate controlling party.

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