1

Registration No. 12187837

Defence Holdings Plc (former Guild Esports plc)

Annual Report & Financial Statements for the 18 months period

ended 31 March 2025

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CONTENTS

Company Information

For the financial period up to 31 March 2025

3

DIRECTORS Mr. Derek Lew

Mr. Brian Stockbridge

Ms. Jasmine Skee (Resigned October 2024)

Mrs. Jocelyn Caldwell (Resigned November 2023)

COMPANY SECRETARY Mr. Brian Stockbridge

REGISTERED OFFICE 72 Charlotte St, London W1T4QQ

REGISTERED NUMBER 12187837

BROKERS Shard Capital Partners LLP

36-38 Cornhill, London, EC3V 3NG

Fortified Securities

(a trading division of RiverFort Global Capital Ltd)

Office 9, Dalton House, 60 Windsor Avenue,

London, United Kingdom, SW19 2RR

INDEPENDENT AUDITOR Zenith Audit Ltd

1

st

Floor, 18 Devonshire Row

London EC2M 4RH

SHARE REGISTRARS Computershare

The Pavilions

Bridgewater Road

Bristol BS99 6

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Defence Holdings Plc

Chairman’s Report

For the financial period up to 31 March 2025

4

Chairman's Report

The 2025 financial period marked a period of significant challenge and transformation for Defence Holdings plc. Under the

previous business, trading as Guild Esports plc, the business did not perform well during the period and it was not possible

to attract sufficient investment to allow the Company to continue with its plan. The Board made the strategic decision to sell

the company’s existing business, assets, and liabilities. This decisive action was taken to address persistent operational

underperformance and to reset the company’s strategic direction.

Total revenues declined by 21.5% for the 18 month period ended 31 March 2025 to £4.33m (2023: 5.53m) and, whilst costs

were cut during the perioid, operating losses amounted to £2.91m (2023: £4.25m).

As Guild Esports plc, the Company experienced ongoing financial challenges, with persistent losses and mounting liabilities

despite efforts to streamline costs and pursue new revenue streams. The company’s interim results and regulatory

announcements highlighted a continued underperformance, including a loss before tax of £1.8 million for the six months

ended 31 March 2024, and a share price decline of nearly 90% over the preceding year. These difficulties led the board to

conduct a strategic review and ultimately conclude that the business could not continue operating in its existing form. After

exhausting alternative fundraising and financing options, Guild Esports plc agreed to sell all its assets and liabilities to DCB

Sports LLC. The transaction, completed in October 2024, saw DCB Sports acquire 100% of Guild’s assets for a cash

payment of £100,000 and the assumption of over £2 million in liabilities. The Guild brand is now operated under a new

entity, Guild Esports & Gaming Ltd., with DCB Sports providing the working capital needed to stabilize and develop the

business further.

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

Company.

Strategic Overhaul: From Esports to Defence Technology

Over the past fifteen months, the Company underwent a comprehensive strategic transformation. In October 2024, it

completed the disposal of all esports-related operations, assets, and associated liabilities to DCB Sports LLC. This

transaction removed over £2 million in liabilities from the balance sheet and generated £100,000 in cash proceeds. During

the transition, non-executive directors explored a range of strategic alternatives. After extensive discussions, the non-

executive Directors resolved to pursue a refocused strategy in the defence sector, recognising the long-term opportunity

and national importance of this domain.

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

Launch of the Five-Year Strategic Plan

On 29 May 2025, the Company published its 2025–2030 Strategic Plan, aiming to position Defence Holdings plc as a

leader in the software-defined, AI-driven defence era.

The strategy is structured around four core technology pillars:

• Drone Warfare & Aggregation

• AI Agents for Defence Operations

• Information & Influence Warfare

• Critical Infrastructure Defence

Each pillar is grounded in analysis of current conflict dynamics, with a focus on the lessons from Ukraine and other

recent theatres, highlighting the impact of low-cost drones, AI-enabled logistics, synthetic media, and integrated cyber–

physical threats. The platform is designed to deliver sovereign, modular capabilities to address asymmetric and rapidly

evolving challenges.

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Defence Holdings Plc

Chairman’s Report

For the financial period up to 31 March 2025

5

Strengthened Financial Platform

To support the new strategy, the Company conditionally raised £3.45 million via an oversubscribed placing and subscription

at 0.325 pence per share, announced on 30 May 2025. The non-executive Directors contributed an additional £350,000 to the

raise, reflecting confidence in the new direction.

The funding will support:

• Recruitment of key technical and operational personnel

• Rapid development of prototypes across all four technology pillars

• Initial deployments and pilot programmes with government and defence partners

• Expansion of research partnerships with UK and European innovation ecosystems

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

deployment and growth.

On behalf of the Board, sincere thanks are extended to shareholders, partners, and supporters for enabling this bold transition.

Defence Holdings plc is now focused on building a next-generation defence technology platform, contributing to the security

and resilience of the United Kingdom and its allies. This marks only the beginning of a new chapter for the Company.

Mr D Lew

Non-Executive Chairman

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Defence Holdings Plc

Strategic Report

For the financial period up to 31 March 2025

6

Principal

activity

The Company has been developing a new business model focused on proprietary defence technologies, including AI, drone

warfare, cybersecurity, and critical infrastructure defence.The Company is headquartered in the UK and its shares are listed

on the main market of the London Stock Exchange (ticker: ALRT).

Strategy and operational review

The Company is fundamentally reshaping its Board and leadership to reflect its new mission and the demands of the defence

technology sector. A proposed group of directors and senior advisers with experience in defence, national security, cyber

operations, AI, aerospace, and strategic communications is being brought forward. The new governance framework is

designed to combine agility with rigour, ensuring high standards of corporate governance, ethical responsibility, and

operational oversight.

Strategic Objectives and Business Plan

The Company’s strategic objectives are centred on the development and commercialization of next-generation defence

technologies over the next two financial years and beyond. The key strategic initiatives include:

• Development of a secure, scalable software platform for autonomous drone aggregation (ADAP).

• Establishment of an in-house Defence AI Studio to create modular AI agents supporting defence operations.

• Acquisition or co-development of a media authenticity engine for information and influence warfare.

• Enhancement of operational technology security with AI-driven anomaly detection and digital twin stress testing.

These objectives are supported by a detailed Five-Year Strategic Plan (2025–2030), which outlines key assumptions regarding

market growth, technology adoption, and regulatory compliance. The Company’s business plan is sensitive to variations in

assumptions such as defence sector spending, technology development timelines, recruitment of key personnel, and regulatory

changes. The Company does not include profit forecasts in this prospectus but acknowledges the inherent uncertainties in

achieving these strategic goals.

Principal risks and uncertainties

The Board considers the principal risks of the Company to be as, follows:

Dependence on Key Individuals

The success of Defence Holdings PLC’s new business is materially dependent upon the expertise and continued involvement

of key individuals, including the executive directors and newly appointed leadership team with deep defence and technology

sector experience. Notable key individuals include:

• James Norwood (Independent Non-Executive Chairman), with extensive defence and aerospace leadership experience.

• Andrew McCartney (Senior Independent Non-Executive Director), expert in AI, cybersecurity, and national security

ventures.

• Ian Yarwood-Lovett (Independent Non-Executive Director), with a background in strategic wargaming and defence

technologies.

• Anthony “Staz” Stazicker CGC (Independent Non-Executive Director), former UK Special Forces officer with operational

expertise.

The Company acknowledges that the loss of one or more of these key individuals could have a material adverse effect on its

business and prospects.

Market Competitors

The Company operates in a competitive and rapidly evolving defence technology market. Key competitors include

established large defence contractors such as BAE Systems, QinetiQ, and Rolls-Royce, as well as innovative next-generation

firms such as Anduril Industries (US), Helsing (Germany), Palantir Technologies, Marques Aviation, Roke Manor Research,

and CRFS. The Company’s competitive positioning is based on agility, software-first solutions, and AI-native platforms,

aiming to differentiate from hardware-centric incumbents. However, the Company cannot guarantee market share or

preference over these competitors.

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Defence Holdings Plc

Strategic Report

For the financial period up to 31 March 2025

7

Dependence on Customers and Suppliers

At this early stage, Defence Holdings PLC’s business development is dependent on establishing relationships with a limited

number of strategic partners, customers, and suppliers in the defence sector. The Company’s ability to secure contracts,

technology licenses, and supply chain arrangements is critical to its growth. Any disruption or failure in these relationships

could materially impact the Company’s operations.

Assets Not Owned by the Company

Certain assets necessary for the Company’s product development and service delivery, such as commercial off-the-shelf

drones and third-party software components, are not owned by the Company but are intended to be integrated into its

platforms. The Company will rely on third-party suppliers and contractors to be identified for these assets and associated

services. Any failure or disruption in supply or support from these third parties could adversely affect the Company’s ability

to deliver its solutions.

Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its

members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

• Consider the likely consequences of any decision in the long term,

• Act fairly between the members of the Company,

• Maintain a reputation for high standards of business conduct,

• Consider the interests of the Company's employees,

• Foster the Company’s relationships with suppliers, customers and others, and

• Consider the impact of the Company’s operations on the community and the environment.

The Company operates as an esports organisation, within a fast-growing and developing environment, and at times may be

dependent on fund-raising for continued operation and/or growth. The nature of the business is understood by the Company’s

members, employees and suppliers, and the Directors are transparent about the cash position and funding requirements.

The Company’s employees are fundamental to the success of the business. The directors understand that it is critical to

engage with and understand their views and to ensure that all employees’ interests are considered. To strengthen employee

engagement, the Directors promote and encourage all employees to raise any concerns or suggestions with senior

management without hesitation. The Company fields anonymous employee satisfaction surveys on a quarterly basis and

shares results and trends with all employees.

Stakeholder engagement is fundamental to the Company’s strategy. The Company makes extensive use of Social Media to

provide Stakeholders with information on the Company’s activities

The application of the s172 requirements can be demonstrated in relation to the some of the key decisions made  during the

period:

Significant events / decisions

Key s172 matter(s) affected

Actions and Consequences

Signing sponsorship deals with global

partners

Shareholders and Business

Relationships

Increasing the brand awareness of the

Company on a global scale

Investment into operational infrastructure,

securing talent for creation of content and

entering into new competitive game titles to

grow an audience and generate media value

for current and future partners

Shareholders and Business

Relationships

To ensure the Company has the ‘platform’ that

will ensure it can support expansion on a

global scale 

Continue the Guild College BTEC

programme

Community

Engaging with students to provide skills and

support their career development.

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Defence Holdings Plc

Directors’ Report

For the financial period up to 31 March 2025

8

Directors' Report

General

information

The Directors present the Annual Report and audited financial statements for the period ended 31 March 2025.

The Company's Ordinary Shares were admitted to the Official List (by way of a Standard Listing under Chapter 14 of

the Listing Rules) and to trading on the London Stock Exchange's main market for listed securities on 2 October 2020.

The Company is registered in England and Wales.

Dividends

The directors do not propose

a

dividend in respect of the period ended 31 March 2025 (2023: nil).

Directors

The Board is responsible for the Company's objectives and business strategy and its overall supervision. Acquisition,

divestment and other strategic decisions will all be considered and determined by the Board.

Attendance at Board meetings during the year ended period ended 31 March 2025 were as follows:

Member

Meetings attended

D Lew

9

B Stockbridge

10

J Caldwell (resigned 30 November 2023)

9

J Skee (resigned 16 October 2024)

12

The Board will provide leadership within a framework of appropriate and effective controls. The Board will set up, operate

and monitor the corporate governance values of the Company, and will have overall responsibility for setting the

Company's strategic aims, defining the business objective, managing the financial and operational resources of the

Company and reviewing the performance of the officers and management of the Company's business. The Board will take

appropriate steps to ensure that the Company complies with Listing Principles 1 and 2 as set out in Chapter 7 of the Listing

Rules and (notwithstanding that they only apply to companies with a Premium Listing) the Premium Listing Principles as

set out in Chapter 7 of the Listing Rules.

The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible

for approving Company policy and strategy. It meets when required, and has a schedule of matters specifically reserved

to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to

seek any further information they consider necessary. All Directors have access to advice from independent professionals

at the Company's expense. Training is available for new Directors and other Directors as necessary. All Directors are

subject to re-election annually and, on appointment, at the first AGM after appointment.

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Defence Holdings Plc

Directors’ Report

For the financial period up to 31 March 2025

9

Communications with shareholders

Communications with shareholders are given a high priority. In addition to the publication of an annual report and an

interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum

for communicating with shareholders, particularly private investors. Shareholders may question the Chairman and other

members of the Board at the Annual General Meeting. All published information for shareholders is also available on the

Company website, including annual and interim reports, circulars, announcements and significant shareholdings.

Accountability

and

Audit

The Board presents a balanced and understandable assessment of the Company's position and prospects in all interim and

price sensitive reports to regulators as well as in the information required to be presented by statutory requirements.

The Company's audit committee is comprised of Brian Stockbridge (as chair) and Derek Lew. The audit committee met

twice during the reporting period to consider the integrity of the financial statements of the Company, including its annual

and interim accounts; the effectiveness of the Company's internal controls and risk management systems; auditor reports;

and terms of appointment and remuneration for the auditor.

Internal control

The Directors acknowledge they are responsible for the Company's systems of internal control and for reviewing the

effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather

than eliminate the risk of the Company failing to achieve its strategic objectives. It should be recognised that such systems

can only provide reasonable and not absolute assurance against material misstatement or loss.

Political donations

The Company did not make any political donations or expenditure

(2024

:

£0).

Directors and directors' interests

The directors who held office during the year and up to the date of signature of the financial statements were, as follows:

Mr Derek Lew

Ms Jocelin Caldwell (appointed 17 November 2022 and resigned 30 November 2023)

Ms Jasmine Skee (appointed 1 January 2023 and resigned 16 October 2024)

Mr Brian Stockbridge

Directors' Report

Directors'

shareholdings

31 March 2025

30 September

2023

Ordinary

Shares

Percentage of

issued share

capital (%)

Ordinary Shares

Percentage of

issued share

capital (%)

Derek Lew

12,633,333

1.57

14,133,333

2.27

Brian Stockbridge

1,666,667

0.21

1,666,667

0.27

Total

14,300,000

1.78

19,966,666

3.21

Directors'warrant holdings

Warrants over ordinary shares

at 31 March 2025

Warrants over ordinary shares

at 30 September 2023

Derek Lew

7,500,000

Brian Stockbridge

7,500,000

Total

15,000,000

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Defence Holdings Plc

Directors’ Report

For the financial period up to 31 March 2025

10

Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to

meet its obligations over the next 12 months provided that the £3.45m fundraise is received following the approval of the

prospectus by the FCA. As per note 2.2, the Directors have stated that there is a material uncertainty on the Company's

ability to continue as a going concern should the committed £3.45m funding not be received. The funding is committed

and is conditional on the new shares being admitted to trading on the London Stock Exchange, which requires a prospectus

to be approved by the FCA whuch is in progress. The Directors therefore have made an informed judgement, at the time

of approving the financial statements, that there is a reasonable expectation that the Company will have adequate resources

to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern

basis of accounting in the preparation of the annual financial statements.

Financial Risk Management

The Company has a simple capital structure and its principal financial asset is cash. The Company has a limited number

of transactions with Europe, the United States and Canada and is therefore subject to market risk by way of being exposed

to variations in foreign exchange rates. The Company has little exposure to credit risk due to holding its cash reserves with

credible institutions. The Company may also be exposed to liquidity and capital risk, due to the nature of operations and

the requirements for operating an esports organisation. The Company manage these risks through maintenance of sufficient

working capital.

Substantial Shareholdings

At 17 July 2025, the Company had been informed of the following substantial interests over 3% of the issued share capital

of the Company:

Number

of

Share

Percentage

Holding%

00NATION AS

100,000,000

12.42%

DAVID BECKHAM

24,573,529

3.05%

CGWL NOMINEES LIMITED

50,070,500

6.22%

HARGREAVES LANSDOWN (NOMINEES) LIMITED

62,532,211

7.77%

HARGREAVES LANSDOWN (NOMINEES) LIMITED

41,517,527

5.16%

HARGREAVES LANSDOWN (NOMINEES) LIMITED

31,940,694

3.97%

HSDL NOMINEES LIMITED

25,750,110

3.20%

INTERACTIVE BROKERS LLC

53,057,729

6.59%

LYNCHWOOD NOMINEES LIMITED

31,860,624

3.96%

MR KOSHY VINOD

66,666,667

8.28%

INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED

39,820,700

4.95%

Controlling shareholder

The Company does not have a controlling shareholder.

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Defence Holdings Plc

Directors’ Report

For the financial period up to 31 March 2025

11

Greenhouse gas emissions

As at the year end, the Directors, operate both from their respective homes, with little to no travel. The Company limits

international travel, preferring to use video conferencing technology where possible. Given its size, there is limited scope

for the Company to have a major impact on environmental matters, however the Directors are mindful of their

responsibilities in this regard and strive to seek opportunities where improvements may be made.

Climate-related Financial Disclosures

The Financial Stability Board's Task Force on Climate-related Financial Disclosures (TCFD) recommendations serve as a

global foundation for effective reporting on the operational and financial implications of the interrelationship between

climate change and business, and set out recommended disclosures structured under four core elements:

- Governance - The organisation's governance around climate-related risks and opportunities;

- Strategy - The actual and potential impacts of climate-related risks and opportunities for an organisation's businesses,

strategy, and financial planning;

- Risk Management - The processes used by the organisation to identify, assess, and manage climate-related risks; and

- Metrics and Targets - The metrics and targets used to assess and manage relevant climate-related risks and opportunities.

These are supported by recommended disclosures that build on the framework with information intended to help investors

and others understand how reporting companies assess climate-related risks and opportunities.

The table below shows our current progress against the TCFD recommendations

.

TCFD Pillar

Recommended Disclosure

Defence Holdings Summary

Governance

• Board’s oversight of climate-

related risks and

opportunities

• Management’s role in

assessing and managing

climate-related risks and

opportunities

At its current stage of development, the Company’s operations are at a

small scale and its environmental impact is also small scale. However,

the Board recognises its responsibility to protect the environment,

particularly as the Company grows.

The Board has oversight of climate-related matters, including risks and

opportunities. The Board is supported by the Audit Committee, which

is responsible for keeping under review the adequacy and effectiveness

of the Group’s internal control and risk management systems, including

those related to climate.

Strategy

• Climate-related risks and

opportunities identification

• Climate-related risks and

opportunities impacts

• Resilience of the

organisation’s strategy

The Company is committed to a healthier net zero planet, and considers

this in development of its long-term strategy.

The Board is committed to strive for environmental sustainability,

ensuring that the Company’s facilities optimise energy usage, minimise

waste and protect nature and people.

The Company will continue to identify and consider ESG risks and

opportunities in development of its strategy.

Risk

Management

• Identifying and assessing

climate-related risks

• Managing climate-related

risks

• Integration into overall risk

management

As a small company, Defence Holdings is able to embed climate-related

risk management into its overall internal control environment from an

early stage, thus hugely reducing transition risk.

As the Company grows, the identification, assessment and management

of climate-related risks and opportunities will be actively discussed

during Board and management meetings.

Metrics and

Targets

• Climate-related metrics

• Scope 1, Scope 2 and Scope

3 emissions

• Climate-related targets

As the Company grows, it will continue to monitor its energy use. The

Company will seek to collect, structure, and effectively disclose related

performance date for the material climate-related risks and

opportunities identified where relevant.

The Board will also look to adopt SASB recommended disclosures in

the next 2-3 years.

The Company already minimises business travel, and therefore energy

use and emissions, through the use of internet based communications

tools. It has a policy of switching off devices when not in use.

The company does not have any gas usage and does not own or rent any property or vehicles.

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Defence Holdings Plc

Directors’ Report

For the financial period up to 31 March 2025

12

Equal

Opportunity

The Company promotes a policy for the creation of equal and ethnically diverse employment opportunities including with

respect to gender. The Company promotes and encourages employee involvement wherever practical as it recognises

employees as a valuable asset and is one of the key contributions to the Company's success.

Provision of information to

auditor

So far as each of the Directors is aware at the time this report is approved:

- there is no relevant audit information of which the Company's auditor is unaware; and

-the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information

and to establish that the Company's auditor is aware of that information.

Auditors

The auditors, Zenith Audit Ltd, have indicated their willingness to continue in office, and a resolution that they be re-

appointed will be proposed at the annual general meeting.

Directors'

Responsibility Statement

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable

law and regulations.

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors

have prepared the Company financial statements in accordance with UK-adopted international accounting standards.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true

and fair view of the state of affairs of the Company and of the profit and loss of the Company for that period.

In preparing these financial statements, the directors are required to:

•

Select suitable accounting policies and then apply them consistently;

•

Make judgements and accounting estimates that are reasonable and prudent;

•

State whether applicable accounting standards have been followed, subject to any material departures disclosed

and explained in the financial statements; and

•

Prepare the financial statements on the going concern basis unless it is in inappropriate to presume that the Company

will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

Website Publication

The directors are responsible for ensuring the annual report and the financial statements are made available on a website.

Financial statements are published on the Company's website in accordance with legislation in the United Kingdom

governing the preparation and dissemination of financial statements, which may vary from legislation in other

jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the directors. The directors'

responsibility also extends to the ongoing integrity of the financial statements contained therein.

Directors’ responsibilities pursuant to DTR4 (Disclosure and Transparency Rules)

Each of the directors confirm to the best of their knowledge:

• The Company financial statements have been prepared in accordance with UK-adopted international accounting

standards and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company; and

• The Annual report includes a fair review of the development and performance of the business and financial position of

the Company together with a description of the principal risks and uncertainties that it faces.

This report was approved by the board on 18 July 2025 and signed on its behalf by:

Derek Lew

Non-executive Chair

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20-Jul-2025 | 07:57 PDT

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Defence Holdings Plc

Remuneration Report

For the financial period up to 31 March 2025

13

Remuneration Report

This remuneration report sets out the Company's policy on the remuneration of executive and non- executive directors

together with details of Directors' remuneration packages and service contracts for the Period ended 31 March 2025.

The Company's remuneration committee

is

comprised of Derek Lew (as committee chair) and Jocelin Caldwell

(resigned November 2023). The remuneration committee

is

to meet at least twice

a

year and has as its remit the

determination and review of, among others, the remuneration of executives on the Board and any share incentive

plans of the Company

.

Total remuneration for Directors and employees for the year ending 2025 was £1.5m

(2023

:

£1.6m) Please refer to

note 6 below

.

Remuneration

Policy

In setting the policy, the Board has taken the following into account:

• The need to attract, retain and motivate individuals of

a

calibre who will ensure successful leadership

and management of the Company;

• The Company's general aim of seeking to reward all employees fairly according to the nature of their

role and their performance

• Remuneration packages offered by similar companies within the same sector

;

• The need to align the interests of shareholders as

a

whole with the long-term growth of the Company;

and

• The need to be flexible and adjust with operational changes throughout the term of this policy.

Future Policy Table

Executive Directors

Element

Purpose

Policy

Operation

Opportunity &

Performance

Conditions

Base salary

To award

for services

provided

Based on recommendations of the

remuneration committee, with comparison with

other companies of a similar size & sector

Paid monthly

& reviewable

annually

N/A

Pension

N/A

Statutory, where appropriate

N/A

Benefits

N/A

Health and dental plans

N/A

Annual

Bonus

N/A

Based on the recommendations of the

remuneration committee in relation to the

contributions of the Company

N/A

Share

options

N/A

Based on the recommendations of the

remuneration committee as part of a

management incentive, where appropriate

N/A

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Defence Holdings Plc

Remuneration Report

For the financial period up to 31 March 2025

14

Remuneration Report

Non- Executive Directors

Notes to the future policy table

The Directors shall also be paid by the Company all travelling, hotel and other expenses as they may incur in attending

meetings of the Directors or general meetings or otherwise in connection with the discharge of their duties.

Directors Remuneration (audited)

Details of Directors' remuneration during the p

eriod ended 31 March 2025

is as

follows:

Name

Base

Salary

(£)

Benefits

(£)

Other

(£)

Total

(£)

D Lew

90,000

-

90,000

180,000

J Caldwell

10,500

-

10,500

J Skee

180,000

1,490

34,616

216,106

B Stockbridge

63,000

-

57,339

120,339

Total

343,500

1,490

181,955

526,945

Terms of appointment

The services of the Directors, provided under the terms of agreement with the Company are dated as follows:

Element

Purpose

Policy

Operation

Opportunity

&

Performance

Conditions

Base salary

To award for

services

provided

Based on recommendations of the remuneration

committee, with comparison with other companies of a

similar size & sector

Paid monthly

&

reviewable

annually

N/A

Pension

N/A

Statutory, where appropriate

N/A

Benefits

N/A

Health and dental plans

N/A

Annual

Bonus

N/A

Based on the recommendations of the remuneration

committee in relation to the contributions of the

Company

N/A

Share

options

N/A

Based on the recommendations of the remuneration

committee as part of a management incentive, where

appropriate

N/A

Director

Year

of appointment

Number

of completed

years

Date of

current engagement

letter

J Caldwell

2022

1

17 November 2022

J Skee

2023

1

1 January 2023

D Lew

2019

5

3 December 2019

B Stockbridge

2022

3

31 March 2022

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Defence Holdings Plc

Remuneration Report

For the financial period up to 31 March 2025

15

Remuneration Report

Consideration of shareholder views

The Board will consider shareholder feedback received and guidance from shareholder bodies

.

This feedback, plus

any additional feedback received from time to time,

is

considered as part of the Company's annual policy on

remuneration.

Policy for new appointments

Base salary levels will take into account market data for the relevant role, internal relativities, the individual's

experience and their current base salary

.

Where an individual

is

recruited at below market norms

,

they may be re-

aligned over time

(e

.

g.

two to three years), subject to performance in the role

.

Benefits will generally be in accordance

with the approved policy.

For external and internal appointments, the Board may agree that the Company will meet certain relocation and/or

incidental expenses as appropriate.

Historical Share Price Performance Comparison

The table below compares the share price performance (based on

a

notional investment of £100) of Defence

Holdings Plc against the FTSE Small Cap index for the period 2 October 2020 to 30 September 2023. The FTSE Small

Cap index has been chosen to provide a wider market comparator containing companies of an appropriate size.

FTSE Small Cap

Company

31 March 2025

£106.76

£9.13

30 September 2023

£120.52

£7.19

30 September 2022

£116.16

£26.88

30 September 2021

£145.96

£63.75

2 October 2020

£100.00

Guild Esports was listed on 2 October 2020 so there is no historical share price data prior to this date.

Corporate Governance Statement

The Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted

Companies Alliance (QCA Corporate Governance Code) insofar as

is

appropriate having regard to the size and nature

of the Company and the size and composition of the

B

oard

.

The Company's Standard Listing means that it is also not required to comply with those provisions of the Listing Rules

which only apply to companies on the Premium List. The FCA will not have the authority to (and will not) monitor the

Company's compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on

a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply. However, the FCA

would be able to impose sanctions for non-compliance where the statements in a prospectus are themselves misleading,

false or deceptive.

The QCA has identified 10 principles that focus on the pursuit of medium to long-term growth in value for shareholders

without stifling the entrepreneurial spirit in which a company was created.

Companies need to deliver growth in long-term shareholder value. This requires an efficient, effective and dynamic

management framework and should be accompanied by good communication which helps to promote confidence and trust.

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Defence Holdings Plc

Remuneration Report

For the financial period up to 31 March 2025

16

Remuneration Report

Deliver

growth

Principle 1: Establish a strategy and business model which promote long-term value for shareholders.

The Company's strategy and business model were initially established and set out in the Company's IPO Admission

Document. The strategy is reviewed, assessed and revised at Board meetings as required. The Company's strategy, business

model and progress are communicated through the Strategic Report of each Annual Report.

Principle

2: Seek

to understand and meet shareholder needs and expectations

.

The Group's Chair meets with existing shareholders from time to time as does the Executive Director.

The Company has an active social media presence which seeks to keep all stakeholder groups informed of progress.

The Company welcomes all attendees to its Annual General Meetings ("AGMs") and seeks to engage with them both

formally and informally on the day.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term

success.

As a people-centric business, much of their 'day job' involves communication/meetings with both external third parties and

the Company's staff. Minimizing the environmental impact of these activities is actively encouraged through the Group's:

• Employment policies e.g. travel, use of public transport, working from home

• Use of Google Meet and Slack, web-based communications facilities.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the

organisation.

The Company's approach to risk management together with the principal risks and uncertainties applicable, their possible

consequences and mitigation are set out in the Principal Risks and Uncertainties section of the Company's Annual Report.

The Board reviews, evaluates and prioritizes risks to ensure that appropriate measures are in place to effectively manage

and mitigate those identified.

Maintain a dynamic management

framework

Principle

5

:

Maintain the Board as a well-functioning, balanced team led by the Chair.

The Corporate Governance section of the Company's Annual Report details the composition of its Board and Committees.

These are also included within the Investor Relations section of its website.

All of the Directors (both Executive and Non-executive) are committing the time necessary to fulfil their roles. Non-

executive Directors sit on the Audit and Risk and Remuneration Committees. The Board meets formally at least six times

a year. During the year to 30 September 2023, the Board met 7 times.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.

A biography of each Board member is included within the Investor Relations section of its website. These list current and

past roles of each Board member and also describe the relevant business experience that each Director brings to the Board,

plus their academic and professional qualifications. The biographies show the balanced blend of skills and experience

required to enable the Company to execute its strategic objectives within a corporate governance framework which has

been tailored to its business activities.

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Defence Holdings Plc

Remuneration Report

For the financial period up to 31 March 2025

17

Remuneration Report

Principle

7:

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

The Corporate Governance section of the Annual Report describes the function of the Board and its Committees. Whilst

the Company does not have a Nominations Committee, the Directors regularly review the structure, size, composition

(including the skills, knowledge, experiences and diversity) of the Board and make recommendations to the Board with

regard to any changes.

Principle

8

:

Promote a corporate culture that is based on ethical values and behaviors.

Within the Annual Report, the Chairman's statement provides further evidence of the iteration and implementation of

the framework that continues to develop the Company's culture and support both existing and new employees. This sets

out the Company's purpose, values and culture.

Principle

9

:

Maintain governance structures and processes that are fit for purpose and support good decision-making

by the Board.

The Investor Relations area of the Company's website includes a Corporate Governance section which, in addition to

the high-level explanation of the application of the QCA Code, describes the composition of

the Board and its Committees, together with a brief biography of each Board member.

The roles of Committees are described, along with their terms of reference and matters reserved by the Board for its

consideration

.

The Corporate Governance section of the Annual Report also details the composition of the Board and its Committees,

and the role of each Committee.

Build

trust

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders

and other relevant stakeholders.

The Corporate Governance section of the Annual Report includes disclosure of Board Committees, their composition

and where relevant, any work undertaken during the year. It includes a detailed Remuneration Report. The s172

Statement section of the Annual Report provides details of stakeholder communication practices.

The website includes all historic Annual Reports, results announcements and presentations, and other governance-related

material. These can be found in the Investor Relations section, under Regulatory News. This section of the website also

includes the results of all AGMs.

This report was approved by the board on 18 July 2025 and signed on its behalf by:

Chair

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Derek Lew

20-Jul-2025 | 07:57 PDT

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Defence Holdings Plc

Independent Auditor’s Report

For the financial period up to 31 March 2025

18

Opinion

We have audited the financial statements of Defence Holdings PLC (the 'company') for the 18 months period ended 31

st

March 2025 which comprise the Statement of Comprehensive Income, the Statement

of

Financial Position, the Statement of

Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting

policies

.

The financial reporting framework that has been applied in their preparation

is

applicable law and UK-adopted

international accounting standards (“UK-adopted IAS”).

In our opinion, the financial statements:

• give

a

true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the period

then ended;

• have been properly prepared in accordance with UK-adopted international accounting standards; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial

statements section of our report. We are independent of the company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the

FRC's

Ethical Standard as applied to listed public

interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe

that the audit evidence we have obtained

is

sufficient and appropriate to provide

a

basis for our opinion.

Material

uncertainty

related to going concern

We draw attention to note 2.2 in the financial statements, which discloses that events or conditions have been identified

that may cast significant doubt on the entity's ability to continue as

a

going concern. The company incurred

a

net loss of

£1,277,000 during the 18 months period ended 31 March 2025 and, as of that date, the company's current liabilities exceeded

its current assets by £652,000. As stated in note 2.2, these events or conditions, along with the other matters as set forth in

note 2.2, indicate that

a

material uncertainty exists that may cast significant doubt on the company's ability to continue as

a

going concern. Our opinion

is

not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in

the preparation of the financial statements

is

appropriate. Our evaluation of the directors' assessment of the company's ability

to continue to adopt the going concern basis of accounting included

:

• Review of management's assessment of the going concern basis, together with the cash flow forecast for at least

12 months following the reporting date

.

The forecasts demonstrate that the company will require additional funding during the

going concern period from

a

combination of additional equity raises and other commercial contracts, which are not currently

contracted or committed, in order to meet their liabilities as they fall due. A material uncertainty has been disclosed above

in respect of this

.

• Review of the key inputs into the cash flow forecast, including checking mathematical accuracy of the cash flow

and discussion of significant assumptions used by management and comparing these with current and post year end

performance. Stress testing the forecasted cash flows by critically reviewing fixed expenditure, in order to evaluate

reasonably possible downside scenarios.

• Assessment of the levels of cash available to the company post year end and whether they are sufficient to cover

expected outgoing costs over the cash flow period.

• Review of the latest available post year end general ledgers, bank statements, regulatory

announcementscorrespondence with the Financial Conduct Authority and board minutes

.;

• Enquires of management as to their knowledge of events or conditions beyond the period of management’s assessment

that could have cast significant doubt on the entity’s ability to continue as a going concern;

• Checked that going concern disclosures were appropriate and sufficient.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this

report

.

However, because not all future events or conditions can be predicted, this statement is not a guarantee

as to the company’s ability as a going concern.

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Defence Holdings Plc

Independent Auditor’s Report

For the financial period up to 31 March 2025

19

Overview of our audit approach

Our audit was scoped by obtaining an understanding of the company and its environment, including the company’s system of

internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of

management override of internal controls, including assessing whether there was evidence of bias by the Directors that may

have represented a risk of material misstatement.

Materiality

•

Overall materiality for the financial statements - £87,000 based on 2% of revenue

•

Performance materiality - £44,000 based on 50% of the overall materiality

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due

to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy;

the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the

context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

The use of the Going Concern basis of accounting was assessed as a key audit matter and has already been covered in an earlier

section of this report. The other key audit matter identified is described below.

Key Audit Matter

How our audit addressed the key audit matter

Revenue recognition – the risk of fraud in

revenue recognition (presumed ISA 240 risk)

and risk of misstatement due to error.

The company's revenue streams have

different

performance

obligations and

recognition criteria

,

and as such there is

a

significant risk that revenue has not been

recognised

appropriately

in the year. The

risk assertions principally relate to accuracy

and

cut-off.

• Assessed whether the revenue recognition policy is in accordance

with UK-adopted IAS;

• Obtained understanding of the internal control environment in

which the company operates for material income streams and

undertaking a walkthrough to ensure that the key controls within

these systems have been designed and implemented effectively

in the period under audit;

• Reviewed all key sponsorship agreements, ensuring revenue has

been recognised in line with the performance obligations,

underlying agreements and recorded in the correct accounting

period

• On a sample basis, performed substantive testing of revenue by

agreeing income to invoices and bank payments;

• Verified the revenue disclosures in the financial statements and

ensure these are complete, accurate and comply with the

appropriate accounting standards.

Based on audit procedures above, nothing has come to our attention that

causes us to believe that any material misstatement is present in respect of

the recognition of revenue in the financial statements in accordance with

the company’s accounting policy and the requirements of the accounting

standards.

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Defence Holdings Plc

Independent Auditor’s Report

For the financial period up to 31 March 2025

20

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually or in

aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial

statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of

the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on

the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and

evaluating the results.

When calculating the materiality we have taken the following into account:

• The company is a traded entity regulated by FCA, which has relevant regulatory and compliance requirements.

The main users of the financial statements are the shareholders and the regulatory bodies.

• The company has been incurring losses since incorporation and sold its esports business before the period end.

Therefore, we considered revenue being the most appropriate benchmark due to the ceased trading activity of the

company in the period under audit and the disposal of all material assets and liabilities before the period end.

Revenue

Overall materiality

The total of any proposed unadjusted misstatements should not exceed the total

materiality for the financial statements as a whole.

£87,000

Basis for determination

2% of revenue

Rationale for benchmark applied

Revenue and the percentage have been

used as an industry practice, also

considering the company disposed of its

material assets and liabilities before the

period end.

Performance materiality (50% of overall).

This is the application of materiality at the individual account or balance level,

set at an amount to reduce, to an appropriately low level, the probability that the

aggregate of uncorrected and undetected misstatements exceeds materiality for

the financial statements as a whole. The determination of performance materiality

reflects our assessment of the risk of undetected errors existing, the nature of the

systems and controls and the level of misstatements arising in previous audits.

PM has been set up at 50% due to this being our first year audit and is expected

to increase to 75% in future years.

£44,000

Clearly trivial threshold (5% of overall materiality)

This de minimums amount is considered when deciding whether to propose an

audit adjustment. Any corrected or uncorrected misstatements above this

threshold are reported to the Board Audit and Compliance Committee.

£4,400

Qualitative misstatements

We assess materiality not only

quantitatively but also qualitatively.

Determining materiality involves the

exercise of judgment and there are

sensitive areas, in respect of which our

materiality assessment is more

qualitative. Such areas include but are

not limited to key management and

directors’ remuneration, related party

transactions, and material non-

compliance with applicable laws and

regulations.

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Defence Holdings Plc

Independent Auditor’s Report

For the financial period up to 31 March 2025

21

The control environment

We evaluated the design and implementation of those internal controls of the company which are relevant to our audit, such

as those relating to the financial reporting cycle.

Climate-related risks

In planning our audit and gaining an understanding of the company, we considered the potential impact of climate-related

risks on the business and its financial statements. We obtained management’s climate-related risk assessment, along with

relevant documentation and reports relating to management’s assessment. We have agreed with managements’ assessment

that climate-related risks are not material to these financial statements.

Reporting on other information

The other information comprises the information included in the annual report other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report. Our

opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly

stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained

in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the

financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact.

We have nothing to report based on these responsibilities.

Strategic report and directors report

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial period ended 31 March 2025

is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Bank and its environment obtained in the course of the audit, we

have not identified material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been

received from branches not visited by us; or

• certain disclosures of directors' remuneration specified by law are not made; or

• the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Responsibilities

of

directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of

the financial statements and for being satisfied that they give

a

true and fair view, and for such internal control

as

the

directors determine

is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements

,

the directors are responsible for assessing the company's ability to continue

as a

going concern, disclosing,

as

applicable, matters related to going concern and using the going concern basis of accounting

unless the directors either intend to liquidate the company or to cease operations

,

or have no realistic alternative but to

do so.

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Defence Holdings Plc

Independent Auditor’s Report

For the financial period up to 31 March 2025

22

Auditor's responsibilities

for the audit of the financial

statements

Our objectives are to obtain reasonable assurance about whether the financial statements

as a

whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion

.

Reasonable assurance

is a

high level of assurance but

is

not

a

guarantee that an audit conducted in accordance w

i

th

ISAs

(UK) will always detect

a

material misstatement when it

exis

t

s

.

Misstatements can arise from fraud or error and

are considered material if, individually or in the

aggrega

t

e

,

they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financ

i

al

statements

.

Irregularities, including fraud, are instances of non-compliance with laws and regulations

.

We design procedures

in line with our

respons

i

bilities, outlined above, to detect material misstatements in respect of irregular

i

t

i

es, includ

i

ng

fraud

.

The extent to wh

i

ch

our procedures are capable of detecting irregularities, including fraud

is

detailed below

:

• We obtained an understand

i

ng of the company and the sector in which it operates to identify laws and

regulations that could reasonably be expected to have

a

direct effect on the financial statements

.

We

obtained our understanding in this regard through discussions with management, application of cumulative

audit knowledge and experience of the sector

.

• We determined the principal laws and regulat

i

ons relevant to the company in this regard to be those

arising from Companies Act 2006

,

International Accounting Standards, London Stock Exchange Rules and

the Disclosure and Transparency

Rules

.

• We designed our audit procedures to ensure the audit team considered whether there were any indications

of non-compliance by the company with those laws and regulations. These procedures included

,

but were

not limited to:

•

Enquiries of management

•

Review of legal and professional fees

•

Review of Board minutes

• We also identified the risks of material misstatement of the financial statements due to fraud. We

considered, in addition to the non-rebuttable presumption of

a

risk of fraud arising from management override

of controls

,

the potential for management bias in relation to revenue recognition. This was addressed through

updating our understanding of the internal control environment, performing walkthrough tests, analysing

the sponsorship agreements for the year and substantive testing of revenue recognized. See Key Audit

Matters section above

.

•

We addressed the risk of fraud arising from management override of controls by performing audit

procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates

for evidence of bias; reviewing bank payments and receipts in the year; and evaluating the business

rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there

is a

risk that we will not detect all irregularities, including

those leading to a material misstatement in the financial statements or non-compliance with regulation

.

This risk

increases the more that compliance with

a

law or regulat

i

on is removed from the events and transactions reflected

in the financial statements,

as

we will be less likely to become aware of instances of non-compliance. The risk

is

also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional

concealment, forgery, collusion

,

omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements

is

located on the Financial

Reporting Council

'

s

website at

:

www.frc.org.uk/auditorsresponsibilities

.

This description forms part of our

auditor's report.

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Defence Holdings Plc

Independent Auditor’s Report

For the financial period up to 31 March 2025

23

Other matter

The company’s financial statements for the year ended 30 September 2023 were audited by another auditor who

expressed an unmodified opinion on these statements on 31 January 2024.

Other requirements

We were appointed by the directors on 3 June 2025. The period of total uninterrupted engagement including previous

renewals and reappointments of the firm is 1 year.

We confirm that we are independent of the company and have not provided any prohibited non-audit services, as defined

by the Ethical Standard issued by the Financial Reporting Council as applied to listed entities, and we have fulfilled our

ethical responsibilities in accordance with these requirements.

Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.

Use of our

report

This report is made solely to the company's members, as

a

body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in an auditor's report and for no other purpose.

To

the fullest extent permitted

by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as

a

body, for our audit work, for this report, or for the opinions we have formed.

Filip Lyapov (Senior Statutory Auditor)

for and on behalf of Zenith Audit Ltd

Statutory Auditors

1st Floor, 18 Devonshire Row, London EC2M 4RH

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20-Jul-2025 | 10:10 BST

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DEFENCE HOLDINGS PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE 18 MONTHS ENDED 31 MARCH 2025

24

18 Months ended

Year ended

31-Mar-2025

30-Sep-2023

NOTE

(£'000)

Continuing Operations

Revenue

3

4,334

5,525

Cost of sales

4

(1,202)

(1,538)

Gross profit

3,132

3,987

Administrative expenses

4

(5,191)

(7,397)

Depreciation & amortization

(871)

(844)

Operating loss

(2,967)

(4,254)

Finance cost

8

(242)

(243)

Gain on sale of assets

2,106

-

Realised currency gain

4

-

Loss before taxation

(1,042)

(4,497)

Taxation

7

(235)

-

Loss after taxation

(1,277)

(4,497)

Other Comprehensive income

-

Total comprehensive loss for the period

(1,277)

(4,497)

Basic and diluted earnings per share (pence)

9

(0.17)

(0.82)

The accompanying notes 1 to 26 form part of the financial statements.

Docusign Envelope ID: 7DE6C7AE-FAF1-42EC-95FB-7D2ED25AF84DDocusign Envelope ID: 6747DF87-F377-4C9F-BACE-FBBC1325648E

DEFENCE HOLDINGS PLC

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

25

As at

31 March 2025

30 September 2023

£’000

-

1,452

-

130

-

3,046

-

143

-

4,771

Note

NON CURRENT ASSETS

Property, plant and equipment

10

Intangible assets

11

Right-of-use asset

12

Other receivables

13

TOTAL NON-CURRENT ASSETS

CURRENT ASSETS

Cash and cash equivalents

14

69

459

Trade and other receivables

15

8

320

TOTAL CURRENT ASSETS

77

779

TOTAL ASSETS

77

5,550

EQUITY

Share capital

19

805

622

Share premium

19

23,673

23,061

Share-based payment reserve

20

851

838

Retained earnings

(25,981)

(24,752)

TOTAL EQUITY

(652)

(231)

NON-CURRENT LIABILITIES

Provisions

18

-

346

Lease liability

12

-

2,781

TOTAL NON-CURRENT LIABILITIES

-

3,127

CURRENT LIABILITIES

Trade and other payables

16

494

1,526

Deferred revenue

17

-

707

Lease liability

12

-

421

Corporation tax payable

235

TOTAL CURRENT LIABILITIES

729

2,654

TOTAL LIABILITIES

729

5,781

TOTAL EQUITY AND LIABILITIES

77

5,550

The accompanying notes 1 to 26 form part of the financial statements.

The financial statements were approved by the board on 18 July 2025 by:

Derek Lew, Non Executive Chairman

Docusign Envelope ID: 7DE6C7AE-FAF1-42EC-95FB-7D2ED25AF84DDocusign Envelope ID: 6747DF87-F377-4C9F-BACE-FBBC1325648E

21-Jul-2025 | 10:47 PDT

DEFENCE HOLDINGS PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE 18 MONTHS ENDED MARCH 31, 2025

26

Share Capital

Share Premium

SBP

Reserve

Retained

Earnings

Total Equity

(£’000)

As at 1 October 2022 519 22,644 650 (20,255) 3,558

Loss for the year

-

(4,497)

Total Comprehensive loss for the year

-

(4,497)

Shares issued durinig the year

103

519

-

622

Share-based payments

-

191

-

191

Excercised and lapsed warrants

-

(3)

-

(3)

Share issue cost during the year

-

(102)

-

(102

)

Total transactions with owners

103

417

188

-

708

As at 30 September 2023 622 23,061 838 (24,752) (231)

Loss for the period

-

(1,277)

Total Comprehensive loss for the period

-

(1,277)

(1,277

)

Shares issued during the period

183

647

-

830

Share-based payments

-

237

-

237

Excercised and lapsed warrants

-

(224)

48

(176)

Share issue cost during the period

-

(35)

-

(35)

Total transactions with owners

183

612

13

4

8

856

As at 31 March 2025 805 23,673 851 (25,981) (652)

The accompanying notes 1 to 26 form part of the financial statements

Docusign Envelope ID: 7DE6C7AE-FAF1-42EC-95FB-7D2ED25AF84DDocusign Envelope ID: 6747DF87-F377-4C9F-BACE-FBBC1325648E

DEFENCE HOLDINGS PLC

STATEMENT OF

CASHFLOW

FOR THE 18 MONTHS ENDED 31 MARCH

2025

27

18 Months ended

Year ended

31-Mar-2025

30-Sep-2023

Note

£'000

Cash flow from operating activities

Loss for the financial period/year

(1,042)

(4,497)

Lease liability finance charge

8

211

243

Amortisation & impairment of intangibles

11

72

90

Depreciation (property, plant, equipment)

10

326

300

Depreciation (right-of-use assets)

12

453

(Gain)/Loss on disposal of assets

3.1

(2,106)

5

Share-based payments (warrants)

20

61

188

Changes in working capital:

Decrease/(increase) in trade receivables

455

3,641

(Decrease)/increase in trade payables

1,059

(1,875)

(Decrease)/increase in deferred revenue

-

(611)

Net Cash Used in Operating Activities

(511)

(2,063)

Cash Flow from Investing Activities

Purchase of property, plant, equipment

10

(47)

(205)

Net Cash Used in Investing Activities

(47)

(205)

Cash Flow from Financing Activities

Proceeds from share issuance (net)

19

795

520

Payment of provisions

(346)

-

Payment of lease liabilities

12

(281)

(523)

Net cash generated from/(used in) financing activities

168

(3)

Net decrease in cash and cash equivalents

(390)

(2,271)

Cash and cash equivalents at beginning of the period

459

2,730

Cash and cash equivalents at end of the period

14

69

459

The accompanying notes 1 to 26 form part of the financial statements

Adjustments for:

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

28

1 GENERAL INFORMATION

Defence Holding PLC is a public limited company incorporated in England and Wales and domiciled in the United

Kingdom. The registered office is 72 Charlotte Street, London, England, W1T 4QQ (2023: 2 Chance Street, London,

E1 6JT). The Company was incorporated on 3 September 2019 originally under the name “The Lords Esports Plc” before

changing its name to " Guild Esports Plc" on 17 April 2020, then

"Cassel Capital Plc" on 28 January 2025 and then

"Defence Holdings Plc" on 19 May 2025.

The Company's principal activities and nature of its operations are disclosed in the Directors' Report.

2

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.

2.1

Basis of preparation

The financial statements have been prepared in accordance with UK-adopted international accounting standards and

with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary

amounts in these financial statements are rounded to the nearest £’000. The financial statements have been prepared

under the historical cost convention. The principal accounting policies adopted are set out below.

The Company has adopted the applicable amendments to standards effective for accounting periods commencing on 1

October 2023. 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.

2.2

Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital

to meet its obligations over the next 12 months provided that the £3.45m fundraise is received following the approval of

the prospectus by the FCA. As per note 2.2, the Directors have stated that there is a material uncertainty on the Company's

ability to continue as a going concern should the committed £3.45m funding not be received. The funding is committed

and is conditional on the new shares being admitted to trading on the London Stock Exchange, which requires a prospectus

to be approved by the FCA whuch is in progress. The Directors therefore have made an informed judgement, at the time

of approving the financial statements, that there is a reasonable expectation that the Company will have adequate resources

to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern

basis of accounting in the preparation of the annual financial statements.

2.3 Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected

on behalf of third parties. The Company recognizes revenue when it transfers control of a product or service to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present

value of the future receipts. The difference between the fair value of the consideration and the nominal amount received

is recognised as interest income.

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

29

Sale of goods

Revenue is recognised when the significant risks and rewards of ownership have been transferred to the customer,

recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably,

there is no continuing management involvement with the goods and the amount of revenue can be measured reliably.

Revenue is measured net of returns, trade discounts and

volume rebates.

Royalties

The Company receives royalties from in-game digital products branded with the Guild logo. The rights to the digital

products are held by the game developers, and Guild is not deemed to be the principal in such transactions. Therefore,

the revenue recognised from the sale of these digital products is the net amount of commission earned by the Company.

Prize money

The Company operates esports teams in several game titles which each have multiple tournaments with varying amounts of

prize pools. The Company recognises total prize winnings as revenue at the point that its esports teams' placing is confirmed

in a tournament. Prize pool amounts payable to the Company's esports teams as part of the players' contracts are shown in

cost of sales.

Long-term partnership contracts

The Company enters into partnership deals which provide rights over services and assets operated and owned by Defence

Holdings. Contracts may include both fixed-price and variable-price services. Revenue from providing services is recognised

in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the

actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the

customer receives and uses the benefits simultaneously. This is determined based on actual services provided relative to the

total expected services expected as part of the contract. The rights over services and assets are subject to minimum monthly

commitments and as such, these fixed-price contracts accrue materially evenly over the life of the contract. Contributions in

kind are included in revenue at the fair value of the goods and services agreed.

2.4 Segment reporting

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

decision makers. The chief operating decision maker, who are responsible for allocating resources and assessing

performance of the operating segments, has been identified as the executive Board of Directors.

2.5

Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost

less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful

lives. Website costs are amortised on a 33% per annum, straight-line basis.

2.6 Impairment of tangible and intangible assets

At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine

whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the

recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is

not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of

the cash-generating unit to which the asset belongs.

2.7 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other financial

institutions, that are readily convertible into known amounts of cash and which are subject to an insignificant risk of

changes in value. The Company monitors both short-term and long-term credit ratings of the financial institutions it banks

with. During the period, the Company banked with National Westminster Bank Plc which has a high rating from Fitch

Ratings Inc, being 'F1' short-term and 'A+' long-term the contractual provisions of the instrument. Financial assets are

classified into specified categories, depending on the nature and purpose of the financial assets.

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

30

2.8 Financial assets

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any

transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are

initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified

as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized

initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial

asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or

finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these

assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and

interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are

initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are

subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where

necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the

financial assets are held within the Company's business model whose objective is achieved by both collecting contractual

cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash

flows that are solely payments of principal and interest on

the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus

transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes

in fair value included in other comprehensive income. Accumulated gains or losses recognised through other

comprehensive income are directly transferred to profit or

loss when the debt instrument is derecognised.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment

at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred

after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it

transfers the financial asset and substantially all the risks and rewards of ownership to another party.

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

31

2.9 Financial liabilities

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the

instruments. Financial liabilities are classified as 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including trade payables and other short-term monetary liabilities, are initially measured at fair

value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured

at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes

initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability

is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they

expire.

2.10 Leases

Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is

available for use by the Company.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

-

Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

-

Variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the

commencement date;

-

Amounts expected to be payable by the Company under residual value guarantees;

-

Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

-

Variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the

commencement date;

-

Amounts expected to be payable by the Company under residual value guarantees;

-

The exercise price of a purchase option if the Company is reasonably certain to exercise that option; and

-

Payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the

liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the

lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the

funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar

terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease

period. Right-of- use assets are measured at cost which comprises the following:

-

The amount of the initial measurement of the lease liability;

-

Any lease payments made at or before the commencement date less any lease incentives received;

-

Any initial direct costs; and

-Restoration costs.

Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight line basis.

If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying

asset’s useful life.

Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets (generally less

than £5k) are recognised on a straight-line basis as an expense in profit or loss. The Company has applied this exemption

to £nil (2023: £81,897) worth of rental expenses relating to short-term leases.

2.11 Provisions

Provisions have been recognised in relation to leasehold dilapidations. This provision relates to the estimated cost of

returning a leasehold property to its original state at the end of the lease in accordance with the lease terms. The provision

cost is recognised as depreciation of right of use property assets over the remaining term of the lease. The main uncertainty

relates to estimating the cost that will be incurred at the end of the lease.

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

32

2.12 Equity and reserves

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

Shares to be issued relates to monies received in advance ahead of the issue of shares that was completed post period end

following the admission to the London Stock Exchange. Upon the issue of these shares this reserve will be split between

share capital and share premium reserves.

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.

The share-based payment reserve is used to recognise the grant date fair value of options and warrants issued but not exercised.

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

2.13 Earnings per share

The Company presents basic and diluted earnings per share data for its Ordinary Shares.

Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by the weighted

average number of Ordinary Shares outstanding during the period.

Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the

effects of dilutive potential Ordinary Shares.

2.14 Taxation

Tax currently receivable or payable is based on taxable profit or loss for the period. Taxable profit or loss differs from

profit or loss 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 liability for current tax is

calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is proved in full on temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the financial statement. Deferred tax is determined using tax rates (and laws) that have been enacted

or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is

realised of the deferred tax asset or liability is settled.

2.15 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

When the Company acquires any plant and equipment it is stated in the accounts at its cost of acquisition less a provision.

Depreciation is charged to write off the costs less estimated residual value of plant and equipment on a straight basis

over their estimated useful lives being:

-Office equipment

33% straight-line per annum

-Office equipment (furniture) 3 3% straight-line per annum

-Computer equipment

33% straight-line per annum

-

Leasehold improvements 1 0% straight-line per annum

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the

carrying value of the asset, and is recognised in the income statement.

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

33

2.16 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 year, 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.

2.17 Foreign currency

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the

transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are

retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included

in profit or loss.

2.18 New standards, amendments and interpretations

New standards and amended standards

The following new standards or amendments to existing standards were adopted as endorsed by the UK Endorsement Board

(UKEB) with effective date 1 January 2024 for the first time but had no material impact on the financial statements.

Lease liability in a sale and leaseback transaction (Amendments to IFRS 16)

Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants (Amendments to IAS 1)

Disclosures: Supplier Finance Arrangements –(Amendments to IAS 7 and IFRS 7)

Future accounting developments

The following accounting standards have been issued by the IASB and endorsed by the UKEB but are not yet effective.

Lack of exchangeability (Amendments to IAS1)

Classification and Measurement of Financial Instruments (Amendments to IFRS9 and IFRS7

Annual Improvements to IFRS Accounting Standards- Volume 11

Power Purchase Agreements (Amendments to IFRS 9 and IFRS 7)

IFRS 18 - Presentation and Disclosure in Financial Statements and IFRS 19 - Subsidiaries without Public Accountability:

Disclosures are not yet endorsed by UKEB.

The Company is currently assessing the impact of these amendments, however the impact to the Company financial reporting is

not expected to be material..

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

34

3

REVENUE

The Company derives revenue from various sources, including revenue from contracts with customers. These revenue sources

involve the transfer of goods and/or services over time and at a point in time in the following major product lines and

geographical

regions.

18 Months ended

31 Mar 2025

Year ended 30

Sep 2023

Revenue analysed by class of business

£’000 £’000

Sponsorship revenue - over time*

2,217

3,823

Sponsorship revenue - point in time

-

35

Events

199

-

Guild Studios - point in time

1,454

259

Prize money - point in time

277

1,026

Other revenue - point in time

187

382

4,334

5,525

*2025:Sky 90% / Hummel 2% / Subway 8% (2023: Sky 39% / Bitstamp 35% / Subway 16%)

18 Months ended

31 Mar 2025

Year ended 30

Sep 2023

Revenue analysed by geographical market

£’000 £’000

UK

3,787

2,079

EMEA

511

2,479

USA

36

967

4,334

5,525

3.1 GAIN ON SALE OF ASSETS

In October 2024, the company completed the disposal of all esports-related operations, assets, and associated liabilities to DCB

Sports LLC. This transaction removed over £2 million in liabilities from the balance sheet and generated £100,000 in cash proceeds.

Docusign Envelope ID: 7DE6C7AE-FAF1-42EC-95FB-7D2ED25AF84DDocusign Envelope ID: 6747DF87-F377-4C9F-BACE-FBBC1325648E

DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 18 MONTHS ENDED 31 MARCH 2025

35

4

OPERATING COSTS AND ADMINISTRATIVE EXPENDITURE

18 Months ended

Year ended 30

31 Mar 2025

£’000

Sep 2023

£’000

Cost of Sales

Player prize money

(271)

(883)

Sponsorship direct costs

(171)

(477)

Studio direct cost

(693)

-

Other direct costs

(67)

(178)

Total Cost of Sales

(1,202)

(1,538)

Administrative Costs

Directors fees

(527)

(353)

Esports/content creator costs

(798)

(1,099)

Ambassador fees

(161)

(1,750)

Academy costs

(474)

(197)

Legal/professional fees

(192)

(284)

Marketing/promotion

(685)

(588)

Staff/operations

(2,293)

(2,938)

Share-based payments

(61)

(188)

Total Administrative Costs

(5,191)

(7,397)

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR THE

18 MONTHS ENDED 31 MARCH 2025

36

5 AUDITORS REMUNERATION

18 Months ended

31 Mar 2025

Year ended

30

Sep 2023

Fees payable to the Company's auditor for the audit of the Company

financial statements

24 34

£’000 £’000

24 34

6

STAFF COSTS AND DIRECTORS' EMOLUMENTS

Directors' remuneration and employee costs for the Company is set out below and as per Directors Remuneration report.

The aggregate remuneration of employees comprised:

18 Months ended

31 Mar 2025

Year ended 30

Sep 2023

£’000 £’000

Wages and salaries

1,523

1,605

Social security

178

185

Pension costs

25

24

Share-based payments

61

188

1,787

2,002

Settlement and termination agreements during the period amounted to £nil (2023: £15,925), included within the totals above.

18 Months ended

31 Mar 2025

Year ended 30

Sep 2023

£’000 £’000

Directors' remuneration and fees

525

316

Amounts paid in respect of departure agreement

-

12

Company pension contributions to defined contribution schemes

2

527

330

The highest paid director received remuneration of £ 214,615 (2023: £137,050) including pension contributions of £ 1,430 (2023:

£550).

On average, including non-executive directors, the Company employed 37 staff members (2023: 32) of which 6 were in

management positions (2023: 6).

Gender Analysis as at 31th Mar 25

Male Female

Directors 2 -

2 -

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS FOR

THE 18 MONTHS ENDED 31 MARCH 2025

37

7

TAXATION

No liability to corporation taxes arise in the period.

The (charge)/credit for the year can be reconciled to the loss per the statement of comprehensive income, as follows:

The charge for year is made up as follows:

31 Mar 2025 30 Sep 2023

£’000 £’000

Corporation tax for the year (235) -

Reconciliation of the tax charge appearing in the income statement to the loss that

would result from applying the standard rate of tax to the results for the year is:

Loss before tax

(1,042)

(4,497)

Tax credit at the weighted average of the standard rate of corporation tax in UK of 25%

(2023: 22%)

261

(989)

Impact of costs disallowed for tax purposes

(114)

-

276

Unutilised tax losses carried forward

(147)

713

Capital gains tax

(235)

-

Corporation tax charge for the year

(235)

-

The Company has total carried forward losses of £25,806,248 (2023: £25,227,773) available to be carried forward against

trading profits arising in future periods. No deferred tax assets in respect of tax losses have been recognised in the accounts

because there is currently insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.

8 FINANCE COSTS

31 Mar 2025 30 Sep 2023

£’000 £’000

Finance charge on leased assets

(211) (243)

Finance charge-others

(31) -

(242) (243)

9 EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the period/year by the

weighted average number of ordinary shares in issue during the period.

31 Mar 2025

30 Sep 2023

£’000

Loss for the year from continuing operations (£'000)

(1,277)

(4,497)

Weighted average number of ordinary shares

764,005,927

547,596,540

Basic EPS from continuing operations (pence)

(0.17)

(0.82)

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. See note 20 for further details.

Docusign Envelope ID: 7DE6C7AE-FAF1-42EC-95FB-7D2ED25AF84DDocusign Envelope ID: 6747DF87-F377-4C9F-BACE-FBBC1325648E

DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL

STATEMENTS FOR THE 18 MONTHS

ENDED 31 MARCH 2025

38

10 PROPERTY, PLANT AND EQUIPMENT

2025

Office

Equipment

Leasehold

improvements

Total

£’000 £’000 £’000

Cost

At 31 September 2023

602

1,235

1,837

Additions

-

47

Disposals

(602)

(1,282)

(1,884)

At 31 March 2025

-

Depreciation

At 30 September 2023

(246)

(139)

(385)

Charge for the period

(199)

(127)

(326)

Disposals

445

266

711

At 31 March 2025

-

Net book value at 30 September 2023

356 1,096 1,452

Net book value At 31 March 2025

- - -

2023

Office

Equipment

Leasehold

improvements

Total

£’000 £’000 £’000

Cost

At 30 September 2022

574

1,072

1,646

Additions

42

163

205

Disposals

(14)

-

(14)

At 30 September 2023

602

1,235

1,837

Depreciation

At 30 September 2022

(67)

(27)

(94)

Charge for the year

(188)

(112)

(300)

Disposals

9

-

9

At 30 September 2023

(246)

(139)

(385)

Net book value at 30 September 2022

507

1,045

1,552

Net book value at 30 September 2023

356

1,096

1,452

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 18 MONTHS ENDED MARCH 31,

2025

39

11 INTANGIBLE ASSETS

2025 Website costs Total

£’000 £’000

Cost

At 30 September 2023

280

Additions

-

Disposal

(280)

At 31 March 2025

-

Website costs

£’000

Total

£’000

Amortisation & impairment

At 30 September 2023

(150)

Charge for the period

(72)

Disposal

222

At 31 March 2025

-

Carrying amount

Net book value at 30 September 2023

130

Net book value At 31 March 2025

-

2023

Website costs

£’000

Total

£’000

Cost

At 30 September 2022

280

Additions

-

At 30 September 2023

280

Website costs

£’000

Total

£’000

Amortisation & impairment

At 30 September 2022

(60)

Charge for the year

(90)

At 30 September 2023

(150)

Carrying amount

Net book value at 30 September 2022

220

Net book value at 30 September 2023

130

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 18 MONTHS ENDED MARCH 31,

2025

40

12 LEASES

The Company had the following lease assets and liabilities:

Right-of-use assets

31 Mar 2025 30 Sep 2023

£’000 £’000

Properties - 2,688

Equipment - 358

- 3,046

Lease liabilities

Current

- 421

Non-current

- 2,781

- 3,202

Total cash outflow in relation to leases for the period/year was £280,964 (2023: £523,317).

Right-of-use assets

A reconciliation of the carrying amount of the right-of-use asset is as follows:

Right-of-use assets

Properties

31 Mar 2025 30 Sep 2023

£’000 £’000

Carrying balance 2,688 3,010

Additions in period - 9

Depreciation (331) (331)

Disposal (2,357) -

- 2,688

Equipment

Opening balance 358 447

Additions - 33

Depreciation (122) (122)

Disposal (236) -

- 358

TOTAL

- 3,046

Lease liabilities

A reconciliation of the carrying amount of the lease liabilities is as follows:

Lease liabilities

31 Mar 2025 30 Sep 2023

£’000 £’000

Opening balance

3,202 3,463

Additions

- 42

Payment made

(281) (523)

Finance charge

211 220

Disposal

(3,132) -

- 3,202

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL

STATEMENTS FOR THE 18 MONTHS

ENDED MARCH 31, 2025

41

Maturity on lease liabilities

31 Mar 2025 30 Sep 2023

£’000 £’000

Current

-

614

Due between 1-2 years

-

604

Due between 2-5 years

-

1,076

Due beyond 5 years

-

1,836

- 4,130

The Company also incurred expenses during the period/year of £nil (2023: £76,785) which related to leases that were

either short term in nature (12 months or less) or of low value in nature (less than £2,000 per annum), thus being

excluded from

treatment under IFRS 16 leases.

13 OTHER RECEIVABLES

31 Mar 2025 30 Sep 2023

£’000 £’000

Rental deposit - property

- 143

14 CASH AND CASH EQUIVALENTS

- 143

31 Mar 2025 30 Sep 2023

£’000 £’000

Cash and cash equivalents

69 459

15 TRADE AND OTHER RECEIVABLES

31 Mar 2025 30 Sep 2023

£’000 £’000

Trade receivables

- 187

Accrued revenue

- 25

Prepayments

8 107

Other receivables

- 1

8 320

Docusign Envelope ID: 7DE6C7AE-FAF1-42EC-95FB-7D2ED25AF84DDocusign Envelope ID: 6747DF87-F377-4C9F-BACE-FBBC1325648E

DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL

STATEMENTS FOR THE 18 MONTHS

ENDED MARCH 31, 2025

42

16 TRADE AND OTHER PAYABLES

31 Mar 2025 30 Sep 2023

£’000 £’000

Trade payables

68 1,102

Accruals

302 337

Social security and other taxation

- 81

VAT payable

94

Directors' loan

30 -

Other payables

- 6

494 1,526

17 DEFERRED REVENUE

31 Mar 2025 30 Sep 2023

£’000 £’000

Arising from sponsorship income

- 707

All deferred revenues are expected to be recognised within 12 months from the reporting date.

18 PROVISIONS

31 Mar 2025

Leasehold

dilapidation

30 Sep 2023

Total

£’000 £’000

2025

At 1 October 2023

Unwinding of discount

Adjustment

346

-

(346)

346

-

At 31 March 2025

-

346

As at 30 September 2023

346

At 31 March 2025

-

346

2023

At 1 October 2022

323

Unwinding of discount

23

At 30 September 2023

346

As at 30 September 2022

323

As at 30 September 2023

346

The Company is required to restore the leased premises to their original condition at the end of the lease term. A provision has

been recognised for the present value of the estimated expenditure required to remove any leasehold improvements. The costs of

the leasehold improvements have been capitalised as part of the cost of the right-of-use asset and are amortised over the shorter

of the term of the lease and the useful life of the assets.

Docusign Envelope ID: 7DE6C7AE-FAF1-42EC-95FB-7D2ED25AF84DDocusign Envelope ID: 6747DF87-F377-4C9F-BACE-FBBC1325648E

DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 18 MONTHS ENDED MARCH 31,

2025

43

19

SHARE CAPITAL

31 Mar 2025

£’000

30 Sep

2023

£’000

Issued and fully paid ordinary shares with a nominal

value of 0.1p

Number of shares

804,984,029

622,317,362

Nominal value (£'000)

805

622

Number of

Share capital

Share

premium

Total

shares

Ordinary shares

£’000

Balance at 1 October 2023

622,317,362

622

23,061

23,683

Share issue¹

182,666,667

183

612

795

Balance At 31 March 2025

804,984,029

805

23,673

24,478

¹In December 2023 the Company completed a £580,000 fundraise, before direct costs, by way of a share placing and subscription

for 116,000,000 new ordinary shares at a price of £0.005 per share. The placement was supported by new and existing

investors, as well as the Company's directors and executive management. The directors subscribed for an aggregate total of

6,000,000 of these new ordinary shares at £0.005 per share representing a total contribution of £30,000.

¹In May 2024 the Company completed a £250,000 fundraise, before direct costs, by way of a share placing and subscription

for

66,666,667 new ordinary shares at a price of £0.00375 per share.

Ordinary shares

Number of

shares

Share capital

Share premium

Total

£’000

Balance at 1 October 2022

518,617,362

519

22,644

23,163

Share issue¹

103,700,000

103

417

520

Balance at 30 September 2023

622,317,362

622

23,061

23,683

¹In June 2023 the Company completed a £622,200 fundraise, before direct costs, by way of a share placing and subscription

for 103,700,000 new ordinary shares at a price of £0.006 per share. The placement was supported by new and existing

investors, as well as the Company's directors and executive management. The directors subscribed for an aggregate total

of 15,833,333 of these new ordinary shares at £0.006 per share representing a total contribution of £95,000.

20 SHARE BASED PAYMENTS

£’000

Balance as at 1 October 2023

838

Warrants issued in the period¹

237

Warrants lapsed/expired during the period

(224)

Balance as at 31 March 2025

851

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DEFENCE HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 18 MONTHS ENDED MARCH 31, 2025

44

Date of

Numb

grant

warr

er of

Share

ants

price

Exercise

price

Expected

volatility

22-Dec-23

20,0

00,000

£0.75

£0.005

95.44%

24-Jan-24

16,3

50,000

£0.725

£0.008

89.46%

¹

On 22 December 2023 the Company granted 20,000,000 warrants to staff and contractors. The warrants have an expiry date of

5 years from the date of agreement and an exercise price of 0.5 pence. The warrants vest immediately.

On 24 January 2024 the Company granted 16,350,000 warrants to staff, advisor, senior management and non executive directors.

The warrants have an expiry date of 5 years from the date of agreement and an exercise price of 0.8 pence.

Warrants for non executive directors and advisor vest immediately and have no exercise conditions. Warrants for senior management

vest over 2 years, and warrants for the remaining staff vest over 1 year. These warrants all require a services agreement to

be in place on exercise date.

The estimated fair values of options which fall under IFRS 2, and the inputs used in the Black-Scholes pricing model to calculate

those fair values are as follows:

Expected life

Risk free

Expected

dividends

5 4.60% 0.00%

The following warrants over ordinary shares have been granted by the Company and are outstanding:

Grant date

Expiry period

Exercise price

Outstanding at 31

March 2025

Exercisable at 31

March 2025

01-Nov-22

5 years from agreement

£0.014

14,750,000

7,375,000

20-Jun-23

5 years from agreement

£0.0067

50,350,000

20,000,000

22-Dec-23

5 years from agreement

£0.005

20,000,000

24-Jan-24

5 years from agreement

£0.0048

6,350,000

1,000,000

91,015,562

As at 31 March 2025

Weighted average exercise price

Number of options

Outstanding at the beginning of the year

3.3p

126,595,228

Lapsed during the year (warrants)

0.3p

(57,933,833)

Vested during the year

0.4p

44,274,306

Issued during the year

0.63p

36,350,000

Outstanding at the end of the year

2.8p

149,285,701

Exercisable at the end of the year

0.8p

91,015,562

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45

21 FINANCIAL RISK MANAGEMENT

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable

on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company. Incremental

costs

directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the

proceeds.

Financial risk factors

The Company's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk),

credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial

markets and seeks to minimise potential adverse effects on the Company's financial performance. The Company has no borrowings

but is exposed to market risk in terms of foreign exchange risk. Risk management is undertaken by the board of

directors.

Market risk - price risk

The Company is exposed to price risk primarily for the costs of operating in the Esports industry.

Credit risk

No credit risk arises from outstanding receivables, which stood at £ nill (2023: £187k) at period close (see note 15). Management

does not expect any losses from non-performance of these receivables. The amount of exposure to any individual counter party

is subject to a limit, which is assessed by the board. The Company considers the credit ratings of banks in which it holds funds

in

order to limit risk of loss of assets.

Liquidity risk

Liquidity risk arises from the Company’s management of working capital. It is the risk that the Company will encounter

difficulty in meeting its financial obligations as they fall due. Controls over expenditure are carefully managed, in order

to

maintain its cash reserves.

Capital risk management

The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a going concern, in order

to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure. The Company

has no borrowings. In order to maintain or adjust the capital structure, the Company may adjust the amount of

dividends paid to shareholders.

22

FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Financial

assets at

amortised cost

Financial

liabilities at

amortised cost

Total

31-Mar-25

£'000

Financial assets / liabilities

Trade and other receivables

- -

-

Cash and cash equivalents

69

-

69

Trade and other payables

Lease liabilities (current)

-

(494)

-

(494)

-

69

(494)

(425)

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DED

30-Sep-23

Financial assets

at amortised cost

Financial liabilities

at amortised cost

Total

£'000

Financial assets / liabilities

Trade and other receivables

188

-

188

Cash and cash equivalents

459

-

459

Trade and other payables

-

(1,174)

Lease liabilities (current)

-

(3,202)

647

(4,376)

(3,729)

23

CAPITAL COMMITMENTS & CONTINGENT LIABILITIES

There were no capital commitments and contingent liabilities at 31 March 2025.

24

RELATED PARTY TRANSACTIONS

31 March 2025

During the period, the company had received and paid back loan from director amounting to £ 543,490 and £ 513,515

respectively.

30 September 2023

On 17 November 2022, Jocelin Caldwell was appointed as a Director of the Company. Reimagine Work Ltd, a company

incorporated in Canada is controlled by Ms Caldwell and provided HR consultancy and recruitment services to Guild

Esports plc from May 2022 until April 2023. During the period from 17 November 2022, the Company paid Reimagine

Work Ltd HR

consultancy and recruitment fees and expenses totalling £195,805.

25

EVENTS SUBSEQUENT TO PERIOD END

Fundraise

The company has pivoted to the defence space and has conditionally raised £3.45m.

26

CONTROL

In the opinion of the Directors as at the year end and the date of these financial statements there is no single ultimate

controlling party.

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