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1. General Information
The principal activity of Narf Industries Plc (the \u201cCompany\u201d) and its subsidiaries (the \u201cGroup\u2019\u2019) is to develop
and market software aimed at enhancing the cybersecurity measures of its clients. The subsidiaries consist
of Narf Industries LLC, a California limited liability company and Narf Industries PR, LLC, a Puerto Rican
limited liability company (\u201cNarf US\u201d or the \u201cOperating Group\u201d). The Company is the parent and sole member of
both subsidiaries.
The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a
public limited company. The Company\u2019s registered office is 5 Fleet Place, London EC4M 7RD. The Company\u2019s
registered number is 11701224.
2. Accounting Policies
2.1 Basis of preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted
international accounting standards.
The Financial Statements have been prepared under the historical cost convention unless otherwise
stated. The principal accounting policies are set out below and have, unless otherwise stated, been
applied consistently.
They have been prepared to reflect the acquisition of Narf Industries LLC and Narf Industries PR LLC via a
reverse takeover on 15 March 2022, which resulted in the Company becoming the ultimate holding company
of the Group. They have been prepared showing the consolidated financial statements as a continuation of
the Narf US subsidiaries. As such, the comparatives of the consolidated primary statements represent the
combined results and assets, liabilities and equity of the Narf US subsidiaries.
The Financial Statements are prepared in US Dollar (\u201cUS$\u201d, \u201cUSD\u201d or \u201c$\u201d) and presented to the nearest dollar.
2.2 Consolidation and Acquisitions
The Financial Statements consolidate the financial information of the Company and companies controlled
by the Group (its subsidiaries) at each reporting date following the acquisition last year. The comparative
information (for year ended 31 December 2021) shows only the unaudited financial information of Narf US.
The comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries LLC and
Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the results of Narf US only
and for 2022 represents the results of Narf US only up to the acquisition date (15 March 2022) at which point the
results reflect the combined group, including both Narf US and the Company up to the year-end.
Control is achieved where the Company has the power to govern the financial and operating policies of an
investee entity, has the rights to variable returns from its involvement with the investee and has the ability
to use its power to affect its returns. The results of subsidiaries acquired or sold are included in the financial
information from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into
line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated
on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure
the use of consistent accounting policies.
They are deconsolidated from the date that control ceases. Please refer to note 8 for information on the
consolidation of Narf Industries plc and the application of the reverse acquisition accounting principles.
The Group applies the acquisition method to account for business combinations that fall within the scope of
IFRS 3. For commentary on how the acquisitions of Narf Industries US LLC and Narf Industries PR LLC, which
falls outside the scope of IFRS 3, was accounted for, see note 8 below.
Acquisition related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability
is recognised either in profit or loss or as a charge to other comprehensive income. Contingent consideration
that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
On 15 March 2022, the Company acquired Narf Industries US LLC and Narf Industries PR LLC via a reverse
takeover which resulted in the Company becoming the ultimate holding company of the Group. The
transactions were accounted for as reverse acquisitions since they did not meet the definition of a business
combination under IFRS 3. In accordance with IFRS 2, a share based payment expense equal to the deemed
cost of the acquisition less the fair value of the net assets of the Company at acquisition was recognised. The
comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries US LLC
and Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the results of Narf US and
the results of the Narf US subsidiaries and the results of the Company for the period from acquisition date
(15 March 2022) to the year-end. For more details of the key terms of the reverse takeover and a breakdown of
what the reverse acquisition reserve as at 31 December 2022 comprises of, see note 8.
2.3 Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group
will continue in operational existence for the foreseeable future. In making this determination, the Group
considered (in part):
\u2022 the Group\u2019s $10.4 million backlog at 31 December, 2022 (representing contracts in progress at 31 December,
2022, see Note 3),
\u2022 the timing of near-term and future backlog receipts based on contract payment terms,
\u2022 the timing of receipt of the Group\u2019s Accounts Receivable at 31 December, 2022 of $690,000, see Notes 3
and 13,
\u2022 $680,000 available on a $2 million credit facility with an officer and shareholder, see Notes 16 and 23,
\u2022 future Group expense projections, including anticipated growth of the Group\u2019s operations along with
anticipated reductions in Company operating expenses,
\u2022 the sales pipeline, and
\u2022 the availability of a cumulative net operating loss carryforward of $5.9 million at 31 December, 2022, see
Note 6.
The Group is confident then that based on current cash position and the cash surplus to be generated from
the operations over the foreseeable future, along with the $680,000 available under the credit facility, they will
have sufficient liquid resources to meet its current and future liabilities as they fall due and that the Group is a
going concern.
2.4 Foreign currency translation
The financial information is presented in US Dollars which is the Group\u2019s presentational currency as
substantially all of the Group\u2019s operational activities are undertaken in US Dollars. The Company\u2019s functional
currency is Sterling and the prior year Parent Company numbers have been restated from Sterling to US
Dollars. Sterling amounts recorded in the accounting records of the Company are converted using the year end
foreign exchange rate for the year end balances and the average foreign exchange rate for movements during
the year.
Transactions in currencies other than the functional currency are recognised at the rates of exchange on the
dates of the transactions. At each balance sheet date, monetary assets and liabilities are retranslated at the
rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive
income in the period in which they arise.
2.5 Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit balances at banks.
2.6 Intangible assets
Intangible assets comprise non-physical assets comprising amounts spent on developing software which
facilitates the Group generating future sales along with the cost of acquiring the licensing rights in relation to
the commercialisation of TIRG that can be determined with reasonable certainty. Royalty payments due to the
licensor upon future sales cannot be determined with any certainty and accordingly has not been included in cost.
Regarding software development costs, this intangible represent amounts capitalized related to SaaS
products available for subscription. In accordance with IAS 38, the Company expenses research and
development costs up until the SaaS product enters into the application development stage at which time
costs are capitalized through the point the SaaS product is ready for release at which point amortization
begins. The application development stage includes:
(a) the design of the development path, including the configuration and interfaces of the software,
(b) coding,
(c) installation to hardware, and
(d) testing, including parallel processing.
Subsequent costs for data conversion, training, enhancements and bug fixes are expensed as incurred.
Intangible fixed assets are being amortised on the following basis:
Software development costs 17.5% using the reducing balance basis (indefinite life)
License Over 5 years straight-line (finite life)
The useful life of the license is based on the term of that license agreement, whilst the amortisation method
for computer software is intended to reflect the diminishing value of that software over time as alternative
solutions are developed by the Group or third parties.
All intangible assets have been assessed by management for impairment. Management consider the assets
for impairment by considering if any impairment indicators, such as those per IAS 38, are met and that if any
are met, they assess the recoverable value of the asset, being the higher of the Fair value less costs to sell
and Value in use, and then compare this to the carrying value of the asset. No impairment provision has been
considered necessary.
2.7 Tangible xed assets
Tangible assets comprise physical assets such as cars, office furniture and leasehold improvements which will
benefit the Group over their useful life. Tangible fixed assets are being depreciated on a straight-line basis over
their estimate useful lives as follows:
Cars 4 years
Office furniture 4 years
Leasehold improvements Life of the lease
2.8 Trade and other receivables
Trade receivables are amounts due from customers for goods or services rendered in the ordinary course
of business. Trade receivables are initially recognised at the amount of consideration that is unconditional,
i.e. fair value and subsequently measured at amortised cost using the effective interest method, less loss
allowance. Prepayments and other receivables are stated at their nominal values.
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as
their fair value.
2.9 Trade and other payables
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.
2.10 Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of financial position of the Company when it
arises or when the Company becomes part of the contractual terms of the financial instrument.
Classi cation
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met
\u2022 the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2022 the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital
and interest payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate
Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the effective interest rate method include current
borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if
the Company\u2019s obligations specified in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate (\u201cEIR\u201d). The EIR amortisation is included as finance costs
in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using
the effective interest method.
Derecognition
A financial asset is derecognised when:
\u2022 the rights to receive cash flows from the asset have expired, or
\u2022 the Company has transferred its rights to receive cash flows from the asset or has undertaken the
commitment to fully pay the cash flows received without significant delay to a third party under an
arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has
neither transferred nor held substantially all the risks and estimates of the asset but has transferred the
control of the asset.
Impairment
The Company recognises a provision for impairment for expected credit losses regarding all financial assets.
Expected credit losses are based on the balance between all the payable contractual cash flows and all
discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies
the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date,
provision for losses regarding a financial instrument is measured at an amount equal to the expected credit
losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared risk characteristics.
2.11 Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from the Share premium account, net of
any related income tax benefits.
Equity-settled share-based payments are credited to a warrant reserve, which is referred to as \u201cShare based
payments reserve\u201d within the Consolidated statement of financial position and the Parent statement of
financial position as a component of equity until related options or warrants are exercised or lapse.
The Warrant reserve includes share warrants issued to shareholders in connection with share capital issues
that are measured at fair value at the date of issue and treated as a separate component of equity.
The Foreign exchange reserve includes all exchange differences arising from translating other currencies into
the functional currency. Foreign exchange gains and losses resulting from the settlement of such transactions,
and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end
exchange rates are generally recognised in profit or loss. All foreign exchange gains and losses are presented
in the statement of profit or loss on a net basis, within \u2018other gains/(losses)\u2019.
Members equity represents the combined interests of each member of Narf US and Narf PR prior to the
RTO acquisition.
The Reverse acquisition reserve relates to the costs associated with the acquisition of Narf Industries Plc. A
reverse acquisition occurs if the entity that issues securities (the legal acquirer) is identified as the acquiree
for accounting purposes and the entity whose equity interests are acquired (legal acquiree) is the acquirer for
accounting purposes.
The reverse acquisition in the year did not constitute a business combination and was accounted for in
accordance with IFRS 2 \u201cShare-based Payments\u201d and associated IFRIC guidance. Although the reverse
acquisition is not a business combination, the Company has become a legal parent and is required to
apply IFRS 10 and prepare consolidated financial statements. The Directors have prepared these financial
statements using the reverse acquisition methodology, but with the result that rather than recognising
goodwill, the difference between the equity value given up by Narf US\u2019s former owners and the share of
the fair value of the net assets gained by these former owners, is charged to the consolidated statement of
comprehensive income as a share-based payment on reverse acquisition.
Retained earnings includes all current and prior period results as disclosed in the income statement.
2.12 Foreign currency
For the purposes of the of the consolidated financial statements, the results and financial position of each
Group company are expressed in US Dollars (\u201c$\u201d), which is the functional currency of all of the operating entities
in the Group, excluding the Company, and the presentation currency for the consolidated financial statements.
Exchange differences are recognised in profit or loss in the period in which they arise.
2.13 Earnings per share
Basic earnings per share is calculated by dividing:
The loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary
shares.
By weighting the average number of ordinary shares outstanding during the financial period.
2.14 Share-based payments
The Company has issued options to one of the Directors, a former director and warrants to one of the initial
investors and to a major shareholder.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based
vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the
vesting period, based on the Company\u2019s estimate of the number of shares that will eventually vest and adjusted
for the effect of non-market based vesting conditions.
Fair value is measured using the Black Scholes pricing model. The key assumptions used in the model have
been adjusted, based on management\u2019s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
As detailed in note 8 the difference between the fair value of the net assets of the Company acquired on the
reverse take over and the market value of the shares in issue on that date has been treated as a share based
payment representing the cost of Narf US obtaining a listing.
2.15 Taxation
The Company is subject to taxes in the United Kingdom tax jurisdiction. Substantially all revenue related
operations are conducted by Narf USA and Narf PR. Narf USA is a limited liability company taxed as a
partnership for the US federal tax jurisdiction. As partnership, Narf USA is not subject to US federal income tax
and the federal tax effect of Narf USA\u2019s activities accrue to the Company, the sole member. Narf USA is also
subject to a nominal California franchise tax. Narf PR is subject to the Government of the Commonwealth of
Puerto income tax rate of 4%. Differences between Narf PR\u2019s taxable income per IFRS and the basis used for
the Government of the Commonwealth of Puerto Rico are not material and, accordingly, no deferred tax assets
or liabilities related to Puerto Rico are reflected in the accompanying consolidated financial statements.
Taxable losses of the Company from its activities in the United Kingdom and that inure to the Company from
Narf USA as its sole partner differ from losses for the Company as reported in the accompanying consolidated
income statement because it excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Company\u2019s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
accompanying parent company financial statements and the corresponding tax bases used in the computation
of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial
recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority
and the Company intends to settle its current tax assets and liabilities on a net basis.
2.16 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity\u2019s accounting policies, management makes estimates and assumptions
that have an effect on the amounts recognised in the financial information. Although these estimates are
based on management\u2019s best knowledge of current events and actions, actual results may ultimately differ
from those estimates. The Directors consider that the following judgements are critical to an understanding of
these accounts:
Licenses
The Company was granted certain licenses during the year relating to the commercialisation of cybersecurity
software which is key to the business strategy. The license was granted by SRI International for a combination
of cash, shares and a royalty equal to 7.5% of future revenues deriving from the license. The Directors have
recognised the fair value of the license on acquisition as being the cash paid plus the market value of shares
issued to SRI International. No value has been assigned to the future royalty payments as they are uncertain.
Accordingly future royalty payments will be expensed as incurred.
The value of the license has been assessed by management for impairment. Management consider the asset
value for impairment by considering if any impairment indicators, such as those per IAS 38, are met and that
if any are met, they assess the recoverable value of the license, being the higher of the Fair value less costs to
sell and Value in use, and then compare this to the carrying value of the license. No impairment provision has
been considered necessary. Further details are provided in Note 9.
Acquisition Accounting
The Directors have made a judgement that the acquisition of Narf US constituted a reverse takeover, and that
it falls outside the scope of IFRS 3 (see Note 8). Accordingly, no goodwill or other intangible assets have been
recognised on acquisition. The Directors have recognised a share-based payment equal to the fair value of the
shares in issue immediately prior to the acquisition less the net assets of the parent Company on the date of
acquisition. Further details are provided in Note 8.
Impairment of Narf US
The parent Company Statement of Financial Position includes the investment in Narf US at cost. The Directors
have undertaken an impairment review to assess whether the investment should be written down. This review
involves judgements about potential future cash flows which are highly subjective and subject to matters
outside the control of the Directors.
Cost of Sales
Cost of sales primarily includes expenses associated with the amortisation of capitalised software
development costs, personnel and contractors. The amount of personnel costs to allocate is determined by the
respective project manager of each contract in progress during a given year. The project managers allocate a
percentage of gross wage costs of each professional working on a project upon which a factor for payroll taxes
and benefits is added. In addition, administrative costs are reviewed and costs directly related to servicing
contracts are added.
Software Development Intangibles
Judgement is required when determining when a SaaS product under development enters into the application
development stage, see 2.6. The Directors have undertaken an impairment review to assess whether the
amount capitalised for development costs should be written down. This review involves judgements about
potential future cash flows, which are highly subjective and subject to matters outside the control of the
Directors. Further details are provided in Note 9.
2.17 Standards, amendments and interpretations to existing standards that are not yet effective
Share Based Payments
Equity-settled share-based payments are measured at fair value. Fair value is measured using the Black
Scholes pricing model. The key assumptions used in the model have been adjusted, based on management\u2019s
best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
As detailed in note 8 the difference between the fair value of the net assets of the Company acquired on the
reverse take over (RTO\u201d) and the market value of the shares in issue on that date has been treated as a share-
based payment representing the cost of Narf US obtaining a listing.
New standards, amendments to standards and interpretations:
The Company has adopted all of the new and revised Standards and Interpretations that are relevant to their
operations and effective for accounting periods beginning 1 January 2022. The Company has not adopted any
standards or interpretations in advance of the required implementation dates.
The following Standards and Interpretations have become effective and have been adopted in these financial
statements. No other Standards or Interpretations have been adopted early in these financial statements.
Standard/Interpretation Subject
IFRS 9/IAS 39/IFRS 7/IFRS 4/IFRS 16 Interest rate benchmark reform
IAS 16 Amendments \u2013 Property Plant & Equipment
IAS37 Provisions, Contingent Liabilities and Contingent Assets
The new standards have not had a material impact on these consolidated financial statements.
Standards not yet applied
At the date of authorisation of these financial statements, the following relevant Standards and
Interpretations, which have not been applied in these financial statements, were in issue but not yet effective
(and in some cases have not yet been adopted by the UK Endorsements Board):
Standard Impact on initial application Effective date
IAS 1 Amendments \u2013 Presentation and Classification of Liabilities as
Current or Non-current
TBC
IAS 8 Amendments \u2013 Definition of Accounting Estimates 1 January 2023
IAS 1 Amendments \u2013 Disclosure of Accounting Policies 1 January 2023
IFRS 3 Amendments \u2013 Business Combinations \u2013 Conceptual Framework 1 January 2022
IFRS 17 Insurance contracts 31 December 2023
The directors are evaluating the impact that these standards will have on the consolidated financial statements of
the Group and Company but it is not anticipated that they will have a material impact on the Group and Company.
2.18 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of
the operating segments, has been identified as the Board as a whole.
The Group has no employees in the United Kingdom (bar one Non-Executive Director) and all of the current
operations of the Group are in North America and thus no separate segments have been identified.
2.19 Financial Risk Management Objectives and Policies
The Company does not enter into any forward exchange rate contracts.
The main financial risks arising from the Company\u2019s activities are market risk, interest rate risk, foreign
exchange risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can
be found in Note 21.
3. Revenue
The Group records contract revenue in accordance with IFRS 15 Revenue from Contracts with Customers,
which requires that revenue be recorded over time as/when performance obligations within a contracts are
performed/delivered. Significant performance obligations are defined within the Group\u2019s contracts. The Group
invoices customers based on billing schedules contained within the related contracts. The Group considers
trade and other receivables to be fully collectible; accordingly, no allowance for doubtful accounts has been
recorded. Costs incurred to obtain contracts are expensed as incurred and losses on contracts are recognized
in the period when determined. The Group warrants that its deliverables will perform within parameters
contained in the statements of work referenced in the contracts, and can measure such performance
independent of the customer. Trade and other receivables are considered impaired (typically resulting
from contract cancellations) and are decreased upon the determination of such impairment. No contract
impairments were recorded in the years ended 31 December, 2022 and 2021.
Revenue for performance obligations is recognized as follows:
\u2022 Professional Services: As each performance obligation is completed and delivered, an output measurement.
\u2022 Installation Services: Upon delivery and installation of the contract product(s).
\u2022 SaaS Subscriptions: On a straight-line basis over the term of the SaaS contract period.
As performance obligations are completed and delivered, revenue is accrued in the caption Trade Accounts
Receivable, which represents a conditional right to consideration. Should amounts invoiced and collected
exceed completed and delivered performance, a liability would be recorded. There were no amounts invoiced
and collected in excess of completed performance obligations at 31 December 2022 and 2021.
Based on the above categories, disaggregated contract revenue was as follows:
Year ended
31 December
2022
US$
(unaudited)
Year ended
31 December
2021
US$
Professional services 1,373,875 939,513
Installations 218,400 170,000
SaaS subscriptions 954,850 830,003
Total revenue 2,547,125 1,939,516
Backlog represents performance obligations remaining on contracts in progress. The following table presents
the Group\u2019s backlog at 31 December, 2022:
31 December 2022
US$
Professional services 9,375,031
SaaS subscriptions 1,061,042
Total revenue backlog 10,436,073
Customers comprising 10% or more of Contract Revenue were as follows:
Year ended
31 December
2022
US$ Percent
(Unaudited)
Year ended
31 December
2021
US$ Percent
US government procurement agency 1,246,563 48.9% 1,000,003 51.6%
DARPA 1,154,939 45.4% 333,966 17.2%
Dartmouth College \u2013 0.0% 153,059 7.9%
SRI International 145,623 5.7% 452,241 23.3%
2,547,125 100.0% 1,939,516 100.0%
For contractual reasons, the Company may not disclose the name of the US government procurement agency
or the agencies for which this entity is a pass-through. DARPA stands for Defense Advanced Research Projects
Agency, a US government research and development organisation. Dartmouth College is a pass-through entity
for the US Office of Naval Research. SRI International is a US nonprofit research organisation and is a pass-
through agency for DARPA.
4. Operating Profits
This is stated after charging:
31 December
2022
US$
(unaudited)
31 December
2021
US$
Auditor\u2019s remuneration
\u2013 audit of the Parent Company 49,000 \u2013
\u2013 audit of subsidiary undertakings 50,000 \u2013
\u2013 non-audit services
Reporting accountant services 12,000 \u2013
Informal review of interim financial statements 1,800 \u2013
Amortisation of intangible assets 512,937 269,658
Depreciation of tangible fixed assets 33,529 47,379
Directors\u2019 remuneration 827,732 \u2013
Other staff remuneration 1,909,454 1,394,472
Legal, professional and consultancy fees 451,628 337,135
5. Directors and Staff Costs
The average number of persons employed by the Group, including Directors, was:
2022
(unaudited)
2021
Management and technical 17 11
Remuneration, other benefits supplied and social security costs to the directors and staff during the period
was as follows:
31 December
2022
US$
(unaudited)
31 December
2021
US$
Directors and Employees:
Wages and salaries 1,594,840 1,171,663
Social security costs 92,245 88,115
Pension costs and other benefits 222,369 134,694
Director fees 393,788 \u2013
Director share based payments 58,958 \u2013
Director bonuses 374,986 \u2013
2,737,186 1,394,472
The average number of staff employed by the Group during the year, including Directors was 17 (2021: 11).
The remuneration and associated social security costs per Director for the year ended 31 December 2022
was all short term in nature and are as stated in the remuneration report on pages 12 to 14. A matter of note is
that the chief executive officer of Narf Plc was a member of each of the Narf US entities until 15 March 2022
and received no remuneration or distribution from either entity during the years ended 31 December, 2022
and 2021.
6. Taxation
31 December
2022
US$
(unaudited)
31 December
2021
US$
The charge for the period is made up as follows:
Taxation on the results of Narf PR for the year 7,839 72,090
Deferred tax \u2013 \u2013
Taxation charge/credit for the period 7,839 72,090
A reconciliation of the tax charge/credit appearing in the income statement to the tax that would result from
applying the standard rate of tax to the results for the period is:
31 December
2022
US$
(unaudited)
31 December
2021
US$
Loss before taxation per accounts (18,417,868) (770,579)
Tax credit at the standard rate of corporation tax in the UK (19%),
and Puerto Rico (4%)
Weighted average Tax Rate \u2013 18.96% (3,499,395) (146,410)
Overseas taxable profits 7,839 72,090
Impact of costs disallowed for tax purposes 3,022,849 146,410
Impact of unrelieved tax losses carried forward 476,546 \u2013
7,839 72,090
Estimated tax losses of $5,850,000 (FY2021: $3,500,000) are available for relief against future profits. No
related deferred tax asset has been provided for in the accounts based on the uncertainty as to when profits
will be generated against which to relieve said asset.
7. Earnings per Share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the period.
31 December
2022
US$
(Unaudited)
31 December
2021
US$
Loss from continuing operations attributable to equity holders of the company (18,425,707) (842,669)
Weighted average number of ordinary shares in issue 1,475,948,904 588,088,644
Basic and fully diluted loss per share from continuing operations (cents) (1.2) (0.1)
As the acquired entities are LLCs treated as a partnership with no issued shares, we have assessed the EPS for
2021 by comparing the earnings of Narf US to the weighted average number of shares of the Company.
8. Reverse Acquisition
On 15 March 2022, Narf Industries plc (\u201cCompany\u201d) formerly known as Cyba plc, acquired through a combination
of a share for partnership interests exchange and a set of cash payments to the acquiree companies and
former partners, 100% ownership of Narf Industries US LLC and Narf Industries PR LLC (\u201cNarf US\u201d), whose
principal activities are the development and marketing of software aimed at providing cybersecurity solutions
to corporates.
Although the transaction resulted in each Narf US entity becoming wholly owned subsidiaries of the Company,
the transaction constituted a reverse acquisition, as the previous owners of Narf US own a substantial majority
of the Ordinary Shares of the Company and the executive management of Narf US became the executive
management of Narf Industries plc.
In substance, the former owners of Narf US acquired a controlling interest in the Company and the transaction
has therefore been accounted for as a reverse acquisition. As the Company\u2019s activities prior to the acquisition
were purely the maintenance of the LSE listing, acquiring Narf US, seeking to acquire other cybersecurity firms
and raising equity finance to provide the required funding for the operations ahead of the acquisition, it did not
meet the definition of a business in accordance with IFRS 3.
Accordingly, this reverse acquisition does not constitute a business combination and was accounted for
in accordance with IFRS 2 \u201cShare-based Payments\u201d and associated IFRIC guidance. Although the reverse
acquisition is not a business combination, the Company has become a legal parent and is required to apply IFRS 10
and prepare consolidated financial statements. The Directors have prepared these financial statements using
the reverse acquisition methodology, but with the result that rather than recognising goodwill, the difference
between the equity value given up by Narf US\u2019s former owners and the share of the fair value of the net assets
gained by these former owners, is charged to the consolidated statement of comprehensive income as a share
based payment on reverse acquisition and represents, in substance, the cost of acquiring an LSE listing.
The comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries US LLC
and Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the combined results of Narf
US and Narf PR alone, and the 2022 consolidated statement of comprehensive income represents the result of
the Group for the period.
On 15 March 2022, the Company issued 699.6 million Ordinary Shares and paid a further $4,166,667 to acquire
all of the partnership interests in Narf US. Based on a share price of 2p per share (the price at which those
shares issued as part of the placing that day were issued at) the Company\u2019s investment in Narf US was valued
at $25.6 million, inclusive of the $2 million prepaid consideration and prior to the share based payment charges
for the year recognised in the subsidiaries \u2013 see note 12 for further commentary regarding the carrying value of
the investment in the subsidiary as at 31 December 2022.
As the legal subsidiaries, Narf US, were treated on consolidation as the accounting acquirer and the legal
Parent Company, Narf Industries plc, was treated as the accounting subsidiary, the fair value of the shares
acquired was $21.9 million based on a share price of 1.8p and 932.0 million Ordinary Shares in issue immediately
prior to the reverse acquisition. According to IFRS 2 the value of the share-based payment is calculated as the
difference between the deemed cost and the fair value of the net assets as at the acquisition date which are as
follows:
US$
Deemed cost 21,858,204
Trade and other receivables 7,818,621
Cash and cash equivalents 138,613
Trade and other payables (1,454,153)
Net assets acquired 6,503,082
RTO share based payment expense 15,355,123
The difference between the deemed cost ($21.9m) and the fair value of the net assets assumed per above of
$6.5m resulted in $15,355,123 being expensed within \u201creverse acquisition expenses\u201d in accordance with IFRS 2,
Share Based Payments, reflecting the economic cost to Narf US\u2019s owners of acquiring a quoted entity.
The reverse acquisition reserve which arose from the reverse takeover is made up as follows:
US$
Pre-acquisition entity (a) (6,503,082)
Narf US capital at acquisition (b) 0
Investment in Narf US (c) (25,600,000)
Reverse acquisition expense (d) 15,355,123
Reverse acquisition reserve (16,747,959)
(a) Recognition of preacquisition equity of Narf Industries plc at 15 March 2022
(b) Narf US entities had not issued any equity
(c) The value of the shares issued, cash paid and advances made in exchange for 100% ownership of Narf US.
The above entry is required to eliminate the balance sheet impact of the transaction.
(d) The share based payment expense under IFRS 2 as per calculation above.
9. Intangible Assets \u2013 Group
Licenses
US$
Software
Development
Costs
US$
Total
US$
Cost
At 1 January 2022 \u2013 2,094,027 2,094,027
Additions 1,906,662 \u2013 1,906,662
At 31 December 2022 1,906,662 2,094,027 4,000,689
Amortisation/Impairment
At 1 January 2022 \u2013 790,676 790,676
Charge for the period 285,999 226,938 512,937
At 31 December 2022 285,999 1,017,614 1,303,613
Net book amount
At 31 December 2022 1,620,663 1,076,413 2,697,076
At 31 December 2021 (unaudited) \u2013 1,303,351 1,303,351
Amortisation of licenses is charged to the Income statement in the period to which it relates and disclosed
within \u201cDepreciation and software license amortisation\u201d. Amortisation of software development costs are
included within \u201cCost of sales\u201d.
11. Tangible Assets \u2013 Group
Cars
US$
Leasehold
Improvements
US$
Furniture &
Equipment
US$
Total
US$
Cost
At 1 January 2022 147,098 25,425 222,723 395,246
Additions \u2013 \u2013 \u2013 \u2013
At 31 December 2022 147,098 25,425 222,723 395,246
Amortisation/Impairment
At 1 January 2022 116,714 6,290 222,723 345,727
Charge for the period 30,384 3,145 \u2013 33,529
At 31 December 2022 147,098 9,435 222,723 379,256
Net book amount
At 31 December 2022 \u2013 15,990 \u2013 15,990
At 31 December 2021 (unaudited) 30,384 19,135 \u2013 49,519
Depreciation of tangible assets is charged to the Income statement in the period to which it relates and
disclosed within \u201cDepreciation and software license amortisation\u201d.
13. Trade and Other Receivables \u2013 Group and Parent Company
Group Company
As at
31 December
2022
US$
(Unaudited)
As at
31 December
2021
US$
As at
31 December
2022
US$
As at
31 December
2021
(Restated)
US$
Prepaid consideration \u2013 \u2013 \u2013 2,000,000
Accounts receivable 688,617 14,201 \u2013 \u2013
Prepayments and accrued income 7,094 33,373 7,094 7,220
Other receivables 60,770 500 60,270 \u2013
756,481 48,074 67,364 2,007,220
The prepaid consideration as at 31 December 2021 represented two non-refundable advances of US$1 million to
each of Narf Industries LLC and Narf Industries PR LLC in accordance with heads of terms agreed between the
Company and Narf whereby it was agreed, subject to legal diligence, that the Company would agree to acquire
the entire equity capital of Narf. As detailed in Note 8 the acquisition of Narf was completed during the year and
accordingly the prepaid consideration is part of the acquisition cost.
The Directors consider that the carrying value amount of trade and other receivables approximates to their
fair value.
Ageing analysis
The following presents an ageing analysis of Accounts Receivable:
As at
31 December
2022
US$
(Unaudited)
As at
31 December
2021
US$
0-30 days 640,630 14,201
31-60 days 47,987 \u2013
688,617 14,201
The Group considers trade and other receivables to be fully collectible; accordingly, no bad debt provision or
expenses have been recorded in either financial periods ending 31 December 2022 and 2021 respectively.
14. Cash and Cash Equivalents \u2013 Group and Parent Company
Group Company
31 December
2022
US$
(unaudited)
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Cash at bank and in hand 442,751 446,879 210,282 274,982
442,751 446,879 210,282 274,982
Cash at bank comprises balances held by the Company in current bank accounts, instant access deposit
account and electronic wallets. The carrying value of these approximates to their fair value. The majority of
cash is held in a bank with a BBB credit rating.
15. Trade and Other Payables \u2013 Group and Parent Company
Group Company
31 December
2022
US$
(Unaudited)
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Accounts payable 100,291 22,810 73,593 110,123
Other payables due within one year 255,439 171,174 \u2013 \u2013
Accrued expenses 240,232 \u2013 240,236 200,955
595,962 193,984 313,829 311,078
Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing
costs. The Directors consider that the carrying value amount of trade and other payables approximates to their
fair value. Refer Note 21.
16. Creditors amounts falling due after more than one year \u2013 Group
31 December
2022
US$
(Unaudited)
31 December
2021
US$
Loan from Director and Chief Executive Officer 1,512,000 810,000
Installment note on a vehicle (see Note 18) 1,727 22,312
1,513,727 832,312
The Loan from Director and Chief Executive Officer represents non-interest bearing advances to the Group
for working capital purposes from Steve Bassi, CEO (see Note 23). On 11 April, 2023, such advances, which then
totalled $1,322,000, were converted into a $2 million credit facility due 30 June 2024 accruing simple interest
daily at the US Federal short term 1 year interest rate (4.86% at 11 April, 2023) and leaving $678,000 available
for further draw. A portion or all of the note may be repaid early without penalty and the Director may request
the Group to pay amounts when working capital exceeds $750,000 at the end of any given month. No interest
was accrued against amounts owed prior to 11 April 2023. As of the reporting date the balance under this
credit facility was $1,170,144. This credit facility is being presented without any discount to account for time
as the facility may be partially or fully repaid prior to the due date of 30 June, 2024. Should the Group and this
individual decide any future excess working capital to repay this facility would be better invested in growing
Group operations, the due date of 30 June, 2024 could be extended.
17. Share Capital/Share Premium \u2013 Group and Parent Company
The Company has only one class of share. All ordinary shares of 0.1p each (\u201cShares\u201d) have equal voting rights
and rank pari passu for the distribution of dividends and repayment of capital. As at 31 December 2022 the
Company\u2019s issued and outstanding capital structure comprised 1,697,381,100 shares and there were no other
securities in issue and outstanding.
From 1 January 2021 to 31 December 2021 the Company issued 100,000,000 Shares at a price of \u00a30.02 per
placing share.
On 7 March 2022 the Company issued 7,500,000 Shares at a price of \u00a30.01 per warrant share following the
exercise of warrants.
On 15 March 2022 the Company issued 300,000,000 Shares at a price of \u00a30.02 per placing share
On 16 March 2022 the Company issue 699,999,600 Shares to the former members of Narf US in exchange for
100% of the voting rights of Narf US at an equivalent price of \u00a30.02 per share.
On 17 March 2022 the Company issued 59,856,100 Shares to SRI International in exchange for certain licensing
rights at an equivalent price of \u00a30.02 per share.
On 18 May 2022 the Company issued 1,000,000 shares to a supplier in settlement of outstanding professional
fees at an equivalent price of \u00a30.0168 per share.
At 31 December 2022 the Company had 50 million options outstanding and 63 million warrants (see note 18)
Number of
shares on
issue
Share capital
(Restated)
US$
Share premium
(Restated)
US$
Total
(Restated)
US$
Balance as at 1 January 2021 524,525,000 70,796 4,667,362 4,738,158
Shares issued during the year to
31 December 2021 (net of issue costs) 100,000,000 13,497 2,780,255 2,793,752
Balance as at 31 December 2021 624,525,000 84,293 7,447,617 7,531,910
Shares issued during the year to
31 December 2021 (net of issue costs) \u2013 119,719 27,626,444 27,746,163
Balance as at 31 December 2022 1,697,381,100 204,012 35,074,061 35,278,073
18. Share Based Payment Reserve \u2013 Group and Parent Company
Details of the warrants and options that were outstanding at 31 December 2022 are as follows:
Warrants
Issued Exercisable from Expiry date Number outstanding Exercise price
16.2.2022 14.03.22 14.03.23 13,000,000 \u00a30.02
24.05.22 24.05.22 31.03.23 50,000,000 \u00a30.02
Options
Issued Exercisable from Expiry date Number outstanding Exercise price
24.05.22 24.05.22 24.05.25 50,000,000 \u00a30.02
31 December
2022
US$
31 December
2021
(Restated)
USS$
At beginning of year 32,578 32,578
Fair value of warrants exercised during the year (20,363) \u2013
Fair value of warrants expired during the year (12,215) \u2013
Fair value of warrants and options vesting during the year 229,185 \u2013
At end of year 229,185 32,578
The estimated fair value of the warrants and options granted in May 2022 was calculated by applying the Black-
Scholes option pricing model. The assumptions used in the calculation were as follows:
Options Warrants
Share price at date of grant 1.55 pence 1.55 pence
Exercise price 2.00 pence 2.00 pence
Expected volatility 97% 97%
Expected dividend Nil Nil
Vesting criteria Vest over three years Vested
Contractual life 3 years 0.83 years
Risk free rate 1.58% 1.58%
Estimate fair value of each 0.96 cents (recognisable over 3 years) 0.43 cents
Of the amount credited to share based payment reserve $114,592 related to options issued for services
provided and therefore resulted in a charge to the Statement of comprehensive Income and $114,593 related to
brokerage services and therefore resulted in a reduction to the share premium account.
A share-based payment credit of $12,215 was recognised during the year on expiry of 4.5 million of the 12 million
warrants in issue at the start of the year. The 13 million warrants issued in February 2022 were issued to
investors in relation to a placing and therefore were not issued in lieu of services and accordingly have not been
valued and accounted for.
19. Capital Commitments
As further discussed in Note 23, the Group have a lease agreement in relation to their office in California which
expired on 1 June, 2023, including minimum rental payments of $4,800 per month. The Group also has an
installment note on a vehicle that expires in January 2024 (see Note 16).
Amounts payable in respect of leases:
31 December
2022
US$
At
31 December
2021
(Restated)
USS$
Less than 1yr 49,385 78,370
1 to 5 years 1,727 51,112
More than 5 years \u2013 \u2013
20. Contingent Liabilities
There were no contingent liabilities at 31 December 2022 (2021; \u00a3nil).
21. Financial Instruments and Risk Management
The Company\u2019s financial instruments comprise primarily cash and various items such as trade debtors and
trade payables which arise directly from operations. The main purpose of these financial instruments is
to provide working capital for the Company\u2019s operations. The Company does not utilise complex financial
instruments or hedging mechanisms.
Financial assets by category
The categories of financial assets are as follows:
Group Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Current assets at amortised cost:
Accounts receivable 688,617 14,201 \u2013 \u2013
Other receivables 60,770 500 60,270 \u2013
Cash and cash equivalents 442,751 446,879 210,282 274,982
1,192,138 461,580 270,552 274,982
Financial liabilities by category
The categories of financial liabilities are as follows:
Group Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Current Liabilities measured at amortised
cost:
Accounts payable 100,291 22,810 73,593 110,123
Other payables due within one year 495,671 171,174 240,236 200.955
Long term loans 1,513,727 832,312 \u2013 \u2013
2,109,689 1,026,926 313,829 311,078
All amounts owed by the Company are short term and payable in 0 to 3 months, apart from the Long term loan
which is disclosed in Notes 16 and 23. Other payables includes an amount of $20,585 (2021: $20,292) which is
repayable in equal monthly instalments over the upcoming year. The long term loans have a repayment date of
30 June 2024.
Credit risk
The maximum exposure to credit risk at the reporting date by class of financial asset was:
Group Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Accounts receivable 688,617 14,201 \u2013 \u2013
Other receivables 60,770 500 60,270 \u2013
Cash and cash equivalents 442,751 446,879 210,282 274,982
1,192,138 659,917 270,552 274,982
Interest rate risk
None of the Group\u2019s assets or liabilities are subject to any material interest rate risk since the only asset or
liability which bears interest is a $22,312 lease liability (2021: $42,604) at a fixed interest rate and none of the
assets earn any material interest. All deposits are placed with main clearing banks or held in cash wallets to
facilitate non-sterling payments or expense payments. The deposits are placed in current accounts or short
term deposit accounts.
The nature of the Group\u2019s activities and the basis of funding are such that the Group seeks to maintain liquid
resources to meet its expenses for at least twelve months. The current cash position and the cash surplus to
be generated from the operations over the foreseeable future, along with the $680,000 available under the
credit facility means the Group will have sufficient liquid resources to meet its expenditure requirements over
the upcoming twelve months.
Credit and liquidity risk
Credit risk is the risk of an unexpected loss if a counter party to a financial instrument fails to meet its
commercial obligations. The Group\u2019s maximum credit risk exposure is limited to the carrying amount of cash
and receivables. Credit risk is managed by contracting with US government customers clients who have proven
ability to pay and by the Group depositing surplus funds with financial institutions with a credit rating equivalent
to, or above, the main UK clearing banks whilst keeping amounts in electronic wallets to the minimum required
for day-to-day operations. The Group and Company maintain adequate bank balances to meet those financial
liabilities that are payable in the short term (between 0 to 3 months).
Foreign exchange risk
The Group operates in a global market with income and costs possibly arising in a number of currencies. The
majority of the operating revenues and costs are incurred in US Dollars although there are a number of Sterling
costs incurred by the Company in relation to the Non-Executive directors and costs of maintaining a listing.
The Company does not hedge potential future income or costs, since the existence, quantum and timing of
such transactions cannot be accurately predicted. All of the Group's assets and liabilities are denominated in
US dollars.
22. Capital Management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the
return to shareholders through the optimisation of the balance between debt and equity.
The capital structure of the Group as at 31 December 2022 consisted of equity attributable to the equity
holders of the Company, totalling $1,802,609 bolstered by working capital advances from an officer and
shareholder (see Notes 16 and 23).
The Company reviews the capital structure on an on-going basis. As part of this review, the directors consider
the cost of capital and the risks associated with each class of capital. The Company will balance its overall
capital structure through the payment of dividends and new share issues. The Company has no plans to take on
debt capital.
23. Related Party Transactions
The compensation payable to Key Management personnel, who comprise the Directors, comprised $827,732
payable by the Company in respect of services to the Group. Full details of the compensation for each Director
are provided in the Directors\u2019 Remuneration Report. At year-end, an amount of $180,810 was due to a director
and officer in respect of Directors remuneration.
During the year the Company made an overpayment for services of $60,270 (2021: $nil) to a company of which
Robert Mitchell is a director. Since the year end this amount has been recovered in full.
During the year payments were made to former members of Narf US totaling $75,000 relating to profit
distributions to members, prior to the acquisition in March 2022. Such distributions were S360,000 for the year
ended 31 December 2021 (unaudited).
Included in the caption Trade and Other Payables on the accompanying Consolidated Statement of Financial
Position are $61,700 and $13,100 at 31 December, 2022 and 2021 respectively, related to an office operating
lease agreement between the Group and an entity in which an officer and shareholder is an owner. Included
in Administrative Expenses on the accompanying Consolidated Statement of Comprehensive Income is
$57,600 and $57,100 in operating lease expense for the years ended 31 December 2022 and 2021 (unaudited),
respectfully. This operating lease agreement expired on 1 June, 2023 and minimum rental payments of $4,800
per month means a charge of $28,800 for the year ending 31 December, 2023. The Group is currently reviewing
this arrangement to determine the economics of renewal.
As further discussed in Note 16, the CEO, a director and major shareholder, made loans to the Company which
at year end totalled $1,512,000 (2021: $810,000 unaudited). The amounts represented non-interest bearing
advances to the Group for working capital purposes.
At 31 December, 2020, Narf US owed a net $61,891 to certain companies owned by a director and
officer. This amount was forgiven in the year ended 31 December 2021 and is recorded as income in the
caption Interest Receivable and Other Finance Income in the accompanying Consolidated Statement of
Comprehensive Income.
24. Events subsequent to year end
There have been no events since the year end that have any material impact on an understanding of these
financial statements, with the exception of the conversion of advances from the Chief Executive Officer to a
credit facility, see Notes 16 and 23.
26. Control
In the opinion of the Directors there is no single ultimate controlling party.
", "dimensions": { "concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory_D895743039_CY": { "value": "
1. General Information
The principal activity of Narf Industries Plc (the \u201cCompany\u201d) and its subsidiaries (the \u201cGroup\u2019\u2019) is to develop
and market software aimed at enhancing the cybersecurity measures of its clients. The subsidiaries consist
of Narf Industries LLC, a California limited liability company and Narf Industries PR, LLC, a Puerto Rican
limited liability company (\u201cNarf US\u201d or the \u201cOperating Group\u201d). The Company is the parent and sole member of
both subsidiaries.
The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a
public limited company. The Company\u2019s registered office is 5 Fleet Place, London EC4M 7RD. The Company\u2019s
registered number is 11701224.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_NameOfReportingEntityOrOtherMeansOfIdentification_E3_CY": { "value": "Narf Industries Plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_DomicileOfEntity_E5_CY": { "value": "United Kingdom", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_PrincipalPlaceOfBusiness_E9_CY": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_CountryOfIncorporation_E7_CY": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_LegalFormOfEntity_E6_CY": { "value": "public limited company", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "ifrs-full_AddressOfRegisteredOfficeOfEntity_E8_CY": { "value": "5 Fleet Place, London EC4M 7RD", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory_E2_CY": { "value": "
2. Accounting Policies
2.1 Basis of preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted
international accounting standards.
The Financial Statements have been prepared under the historical cost convention unless otherwise
stated. The principal accounting policies are set out below and have, unless otherwise stated, been
applied consistently.
They have been prepared to reflect the acquisition of Narf Industries LLC and Narf Industries PR LLC via a
reverse takeover on 15 March 2022, which resulted in the Company becoming the ultimate holding company
of the Group. They have been prepared showing the consolidated financial statements as a continuation of
the Narf US subsidiaries. As such, the comparatives of the consolidated primary statements represent the
combined results and assets, liabilities and equity of the Narf US subsidiaries.
The Financial Statements are prepared in US Dollar (\u201cUS$\u201d, \u201cUSD\u201d or \u201c$\u201d) and presented to the nearest dollar.
2.2 Consolidation and Acquisitions
The Financial Statements consolidate the financial information of the Company and companies controlled
by the Group (its subsidiaries) at each reporting date following the acquisition last year. The comparative
information (for year ended 31 December 2021) shows only the unaudited financial information of Narf US.
The comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries LLC and
Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the results of Narf US only
and for 2022 represents the results of Narf US only up to the acquisition date (15 March 2022) at which point the
results reflect the combined group, including both Narf US and the Company up to the year-end.
Control is achieved where the Company has the power to govern the financial and operating policies of an
investee entity, has the rights to variable returns from its involvement with the investee and has the ability
to use its power to affect its returns. The results of subsidiaries acquired or sold are included in the financial
information from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into
line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated
on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure
the use of consistent accounting policies.
They are deconsolidated from the date that control ceases. Please refer to note 8 for information on the
consolidation of Narf Industries plc and the application of the reverse acquisition accounting principles.
The Group applies the acquisition method to account for business combinations that fall within the scope of
IFRS 3. For commentary on how the acquisitions of Narf Industries US LLC and Narf Industries PR LLC, which
falls outside the scope of IFRS 3, was accounted for, see note 8 below.
Acquisition related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability
is recognised either in profit or loss or as a charge to other comprehensive income. Contingent consideration
that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
On 15 March 2022, the Company acquired Narf Industries US LLC and Narf Industries PR LLC via a reverse
takeover which resulted in the Company becoming the ultimate holding company of the Group. The
transactions were accounted for as reverse acquisitions since they did not meet the definition of a business
combination under IFRS 3. In accordance with IFRS 2, a share based payment expense equal to the deemed
cost of the acquisition less the fair value of the net assets of the Company at acquisition was recognised. The
comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries US LLC
and Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the results of Narf US and
the results of the Narf US subsidiaries and the results of the Company for the period from acquisition date
(15 March 2022) to the year-end. For more details of the key terms of the reverse takeover and a breakdown of
what the reverse acquisition reserve as at 31 December 2022 comprises of, see note 8.
2.3 Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group
will continue in operational existence for the foreseeable future. In making this determination, the Group
considered (in part):
\u2022 the Group\u2019s $10.4 million backlog at 31 December, 2022 (representing contracts in progress at 31 December,
2022, see Note 3),
\u2022 the timing of near-term and future backlog receipts based on contract payment terms,
\u2022 the timing of receipt of the Group\u2019s Accounts Receivable at 31 December, 2022 of $690,000, see Notes 3
and 13,
\u2022 $680,000 available on a $2 million credit facility with an officer and shareholder, see Notes 16 and 23,
\u2022 future Group expense projections, including anticipated growth of the Group\u2019s operations along with
anticipated reductions in Company operating expenses,
\u2022 the sales pipeline, and
\u2022 the availability of a cumulative net operating loss carryforward of $5.9 million at 31 December, 2022, see
Note 6.
The Group is confident then that based on current cash position and the cash surplus to be generated from
the operations over the foreseeable future, along with the $680,000 available under the credit facility, they will
have sufficient liquid resources to meet its current and future liabilities as they fall due and that the Group is a
going concern.
2.4 Foreign currency translation
The financial information is presented in US Dollars which is the Group\u2019s presentational currency as
substantially all of the Group\u2019s operational activities are undertaken in US Dollars. The Company\u2019s functional
currency is Sterling and the prior year Parent Company numbers have been restated from Sterling to US
Dollars. Sterling amounts recorded in the accounting records of the Company are converted using the year end
foreign exchange rate for the year end balances and the average foreign exchange rate for movements during
the year.
Transactions in currencies other than the functional currency are recognised at the rates of exchange on the
dates of the transactions. At each balance sheet date, monetary assets and liabilities are retranslated at the
rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive
income in the period in which they arise.
2.5 Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit balances at banks.
2.6 Intangible assets
Intangible assets comprise non-physical assets comprising amounts spent on developing software which
facilitates the Group generating future sales along with the cost of acquiring the licensing rights in relation to
the commercialisation of TIRG that can be determined with reasonable certainty. Royalty payments due to the
licensor upon future sales cannot be determined with any certainty and accordingly has not been included in cost.
Regarding software development costs, this intangible represent amounts capitalized related to SaaS
products available for subscription. In accordance with IAS 38, the Company expenses research and
development costs up until the SaaS product enters into the application development stage at which time
costs are capitalized through the point the SaaS product is ready for release at which point amortization
begins. The application development stage includes:
(a) the design of the development path, including the configuration and interfaces of the software,
(b) coding,
(c) installation to hardware, and
(d) testing, including parallel processing.
Subsequent costs for data conversion, training, enhancements and bug fixes are expensed as incurred.
Intangible fixed assets are being amortised on the following basis:
Software development costs 17.5% using the reducing balance basis (indefinite life)
License Over 5 years straight-line (finite life)
The useful life of the license is based on the term of that license agreement, whilst the amortisation method
for computer software is intended to reflect the diminishing value of that software over time as alternative
solutions are developed by the Group or third parties.
All intangible assets have been assessed by management for impairment. Management consider the assets
for impairment by considering if any impairment indicators, such as those per IAS 38, are met and that if any
are met, they assess the recoverable value of the asset, being the higher of the Fair value less costs to sell
and Value in use, and then compare this to the carrying value of the asset. No impairment provision has been
considered necessary.
2.7 Tangible xed assets
Tangible assets comprise physical assets such as cars, office furniture and leasehold improvements which will
benefit the Group over their useful life. Tangible fixed assets are being depreciated on a straight-line basis over
their estimate useful lives as follows:
Cars 4 years
Office furniture 4 years
Leasehold improvements Life of the lease
2.8 Trade and other receivables
Trade receivables are amounts due from customers for goods or services rendered in the ordinary course
of business. Trade receivables are initially recognised at the amount of consideration that is unconditional,
i.e. fair value and subsequently measured at amortised cost using the effective interest method, less loss
allowance. Prepayments and other receivables are stated at their nominal values.
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as
their fair value.
2.9 Trade and other payables
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.
2.10 Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of financial position of the Company when it
arises or when the Company becomes part of the contractual terms of the financial instrument.
Classi cation
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met
\u2022 the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2022 the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital
and interest payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate
Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the effective interest rate method include current
borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if
the Company\u2019s obligations specified in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate (\u201cEIR\u201d). The EIR amortisation is included as finance costs
in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using
the effective interest method.
Derecognition
A financial asset is derecognised when:
\u2022 the rights to receive cash flows from the asset have expired, or
\u2022 the Company has transferred its rights to receive cash flows from the asset or has undertaken the
commitment to fully pay the cash flows received without significant delay to a third party under an
arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has
neither transferred nor held substantially all the risks and estimates of the asset but has transferred the
control of the asset.
Impairment
The Company recognises a provision for impairment for expected credit losses regarding all financial assets.
Expected credit losses are based on the balance between all the payable contractual cash flows and all
discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies
the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date,
provision for losses regarding a financial instrument is measured at an amount equal to the expected credit
losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared risk characteristics.
2.11 Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from the Share premium account, net of
any related income tax benefits.
Equity-settled share-based payments are credited to a warrant reserve, which is referred to as \u201cShare based
payments reserve\u201d within the Consolidated statement of financial position and the Parent statement of
financial position as a component of equity until related options or warrants are exercised or lapse.
The Warrant reserve includes share warrants issued to shareholders in connection with share capital issues
that are measured at fair value at the date of issue and treated as a separate component of equity.
The Foreign exchange reserve includes all exchange differences arising from translating other currencies into
the functional currency. Foreign exchange gains and losses resulting from the settlement of such transactions,
and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end
exchange rates are generally recognised in profit or loss. All foreign exchange gains and losses are presented
in the statement of profit or loss on a net basis, within \u2018other gains/(losses)\u2019.
Members equity represents the combined interests of each member of Narf US and Narf PR prior to the
RTO acquisition.
The Reverse acquisition reserve relates to the costs associated with the acquisition of Narf Industries Plc. A
reverse acquisition occurs if the entity that issues securities (the legal acquirer) is identified as the acquiree
for accounting purposes and the entity whose equity interests are acquired (legal acquiree) is the acquirer for
accounting purposes.
The reverse acquisition in the year did not constitute a business combination and was accounted for in
accordance with IFRS 2 \u201cShare-based Payments\u201d and associated IFRIC guidance. Although the reverse
acquisition is not a business combination, the Company has become a legal parent and is required to
apply IFRS 10 and prepare consolidated financial statements. The Directors have prepared these financial
statements using the reverse acquisition methodology, but with the result that rather than recognising
goodwill, the difference between the equity value given up by Narf US\u2019s former owners and the share of
the fair value of the net assets gained by these former owners, is charged to the consolidated statement of
comprehensive income as a share-based payment on reverse acquisition.
Retained earnings includes all current and prior period results as disclosed in the income statement.
2.12 Foreign currency
For the purposes of the of the consolidated financial statements, the results and financial position of each
Group company are expressed in US Dollars (\u201c$\u201d), which is the functional currency of all of the operating entities
in the Group, excluding the Company, and the presentation currency for the consolidated financial statements.
Exchange differences are recognised in profit or loss in the period in which they arise.
2.13 Earnings per share
Basic earnings per share is calculated by dividing:
The loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary
shares.
By weighting the average number of ordinary shares outstanding during the financial period.
2.14 Share-based payments
The Company has issued options to one of the Directors, a former director and warrants to one of the initial
investors and to a major shareholder.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based
vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the
vesting period, based on the Company\u2019s estimate of the number of shares that will eventually vest and adjusted
for the effect of non-market based vesting conditions.
Fair value is measured using the Black Scholes pricing model. The key assumptions used in the model have
been adjusted, based on management\u2019s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
As detailed in note 8 the difference between the fair value of the net assets of the Company acquired on the
reverse take over and the market value of the shares in issue on that date has been treated as a share based
payment representing the cost of Narf US obtaining a listing.
2.15 Taxation
The Company is subject to taxes in the United Kingdom tax jurisdiction. Substantially all revenue related
operations are conducted by Narf USA and Narf PR. Narf USA is a limited liability company taxed as a
partnership for the US federal tax jurisdiction. As partnership, Narf USA is not subject to US federal income tax
and the federal tax effect of Narf USA\u2019s activities accrue to the Company, the sole member. Narf USA is also
subject to a nominal California franchise tax. Narf PR is subject to the Government of the Commonwealth of
Puerto income tax rate of 4%. Differences between Narf PR\u2019s taxable income per IFRS and the basis used for
the Government of the Commonwealth of Puerto Rico are not material and, accordingly, no deferred tax assets
or liabilities related to Puerto Rico are reflected in the accompanying consolidated financial statements.
Taxable losses of the Company from its activities in the United Kingdom and that inure to the Company from
Narf USA as its sole partner differ from losses for the Company as reported in the accompanying consolidated
income statement because it excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Company\u2019s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
accompanying parent company financial statements and the corresponding tax bases used in the computation
of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial
recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority
and the Company intends to settle its current tax assets and liabilities on a net basis.
2.16 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity\u2019s accounting policies, management makes estimates and assumptions
that have an effect on the amounts recognised in the financial information. Although these estimates are
based on management\u2019s best knowledge of current events and actions, actual results may ultimately differ
from those estimates. The Directors consider that the following judgements are critical to an understanding of
these accounts:
Licenses
The Company was granted certain licenses during the year relating to the commercialisation of cybersecurity
software which is key to the business strategy. The license was granted by SRI International for a combination
of cash, shares and a royalty equal to 7.5% of future revenues deriving from the license. The Directors have
recognised the fair value of the license on acquisition as being the cash paid plus the market value of shares
issued to SRI International. No value has been assigned to the future royalty payments as they are uncertain.
Accordingly future royalty payments will be expensed as incurred.
The value of the license has been assessed by management for impairment. Management consider the asset
value for impairment by considering if any impairment indicators, such as those per IAS 38, are met and that
if any are met, they assess the recoverable value of the license, being the higher of the Fair value less costs to
sell and Value in use, and then compare this to the carrying value of the license. No impairment provision has
been considered necessary. Further details are provided in Note 9.
Acquisition Accounting
The Directors have made a judgement that the acquisition of Narf US constituted a reverse takeover, and that
it falls outside the scope of IFRS 3 (see Note 8). Accordingly, no goodwill or other intangible assets have been
recognised on acquisition. The Directors have recognised a share-based payment equal to the fair value of the
shares in issue immediately prior to the acquisition less the net assets of the parent Company on the date of
acquisition. Further details are provided in Note 8.
Impairment of Narf US
The parent Company Statement of Financial Position includes the investment in Narf US at cost. The Directors
have undertaken an impairment review to assess whether the investment should be written down. This review
involves judgements about potential future cash flows which are highly subjective and subject to matters
outside the control of the Directors.
Cost of Sales
Cost of sales primarily includes expenses associated with the amortisation of capitalised software
development costs, personnel and contractors. The amount of personnel costs to allocate is determined by the
respective project manager of each contract in progress during a given year. The project managers allocate a
percentage of gross wage costs of each professional working on a project upon which a factor for payroll taxes
and benefits is added. In addition, administrative costs are reviewed and costs directly related to servicing
contracts are added.
Software Development Intangibles
Judgement is required when determining when a SaaS product under development enters into the application
development stage, see 2.6. The Directors have undertaken an impairment review to assess whether the
amount capitalised for development costs should be written down. This review involves judgements about
potential future cash flows, which are highly subjective and subject to matters outside the control of the
Directors. Further details are provided in Note 9.
2.17 Standards, amendments and interpretations to existing standards that are not yet effective
Share Based Payments
Equity-settled share-based payments are measured at fair value. Fair value is measured using the Black
Scholes pricing model. The key assumptions used in the model have been adjusted, based on management\u2019s
best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
As detailed in note 8 the difference between the fair value of the net assets of the Company acquired on the
reverse take over (RTO\u201d) and the market value of the shares in issue on that date has been treated as a share-
based payment representing the cost of Narf US obtaining a listing.
New standards, amendments to standards and interpretations:
The Company has adopted all of the new and revised Standards and Interpretations that are relevant to their
operations and effective for accounting periods beginning 1 January 2022. The Company has not adopted any
standards or interpretations in advance of the required implementation dates.
The following Standards and Interpretations have become effective and have been adopted in these financial
statements. No other Standards or Interpretations have been adopted early in these financial statements.
Standard/Interpretation Subject
IFRS 9/IAS 39/IFRS 7/IFRS 4/IFRS 16 Interest rate benchmark reform
IAS 16 Amendments \u2013 Property Plant & Equipment
IAS37 Provisions, Contingent Liabilities and Contingent Assets
The new standards have not had a material impact on these consolidated financial statements.
Standards not yet applied
At the date of authorisation of these financial statements, the following relevant Standards and
Interpretations, which have not been applied in these financial statements, were in issue but not yet effective
(and in some cases have not yet been adopted by the UK Endorsements Board):
Standard Impact on initial application Effective date
IAS 1 Amendments \u2013 Presentation and Classification of Liabilities as
Current or Non-current
TBC
IAS 8 Amendments \u2013 Definition of Accounting Estimates 1 January 2023
IAS 1 Amendments \u2013 Disclosure of Accounting Policies 1 January 2023
IFRS 3 Amendments \u2013 Business Combinations \u2013 Conceptual Framework 1 January 2022
IFRS 17 Insurance contracts 31 December 2023
The directors are evaluating the impact that these standards will have on the consolidated financial statements of
the Group and Company but it is not anticipated that they will have a material impact on the Group and Company.
2.18 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of
the operating segments, has been identified as the Board as a whole.
The Group has no employees in the United Kingdom (bar one Non-Executive Director) and all of the current
operations of the Group are in North America and thus no separate segments have been identified.
2.19 Financial Risk Management Objectives and Policies
The Company does not enter into any forward exchange rate contracts.
The main financial risks arising from the Company\u2019s activities are market risk, interest rate risk, foreign
exchange risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can
be found in Note 21.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory_D1349446423_CY": { "value": "
2.1 Basis of preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with UK-adopted
international accounting standards.
The Financial Statements have been prepared under the historical cost convention unless otherwise
stated. The principal accounting policies are set out below and have, unless otherwise stated, been
applied consistently.
They have been prepared to reflect the acquisition of Narf Industries LLC and Narf Industries PR LLC via a
reverse takeover on 15 March 2022, which resulted in the Company becoming the ultimate holding company
of the Group. They have been prepared showing the consolidated financial statements as a continuation of
the Narf US subsidiaries. As such, the comparatives of the consolidated primary statements represent the
combined results and assets, liabilities and equity of the Narf US subsidiaries.
The Financial Statements are prepared in US Dollar (\u201cUS$\u201d, \u201cUSD\u201d or \u201c$\u201d) and presented to the nearest dollar.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_narf_DisclosureOfConsolidationAndAcquisitionsExplanatory_D1582240234_CY": { "value": "
2.2 Consolidation and Acquisitions
The Financial Statements consolidate the financial information of the Company and companies controlled
by the Group (its subsidiaries) at each reporting date following the acquisition last year. The comparative
information (for year ended 31 December 2021) shows only the unaudited financial information of Narf US.
The comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries LLC and
Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the results of Narf US only
and for 2022 represents the results of Narf US only up to the acquisition date (15 March 2022) at which point the
results reflect the combined group, including both Narf US and the Company up to the year-end.
Control is achieved where the Company has the power to govern the financial and operating policies of an
investee entity, has the rights to variable returns from its involvement with the investee and has the ability
to use its power to affect its returns. The results of subsidiaries acquired or sold are included in the financial
information from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into
line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated
on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure
the use of consistent accounting policies.
They are deconsolidated from the date that control ceases. Please refer to note 8 for information on the
consolidation of Narf Industries plc and the application of the reverse acquisition accounting principles.
The Group applies the acquisition method to account for business combinations that fall within the scope of
IFRS 3. For commentary on how the acquisitions of Narf Industries US LLC and Narf Industries PR LLC, which
falls outside the scope of IFRS 3, was accounted for, see note 8 below.
Acquisition related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability
is recognised either in profit or loss or as a charge to other comprehensive income. Contingent consideration
that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
On 15 March 2022, the Company acquired Narf Industries US LLC and Narf Industries PR LLC via a reverse
takeover which resulted in the Company becoming the ultimate holding company of the Group. The
transactions were accounted for as reverse acquisitions since they did not meet the definition of a business
combination under IFRS 3. In accordance with IFRS 2, a share based payment expense equal to the deemed
cost of the acquisition less the fair value of the net assets of the Company at acquisition was recognised. The
comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries US LLC
and Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the results of Narf US and
the results of the Narf US subsidiaries and the results of the Company for the period from acquisition date
(15 March 2022) to the year-end. For more details of the key terms of the reverse takeover and a breakdown of
what the reverse acquisition reserve as at 31 December 2022 comprises of, see note 8.
", "dimensions": { "concept": "narf:DisclosureOfConsolidationAndAcquisitionsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D56275772_CY": { "value": "
2.3 Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group
will continue in operational existence for the foreseeable future. In making this determination, the Group
considered (in part):
\u2022 the Group\u2019s $10.4 million backlog at 31 December, 2022 (representing contracts in progress at 31 December,
2022, see Note 3),
\u2022 the timing of near-term and future backlog receipts based on contract payment terms,
\u2022 the timing of receipt of the Group\u2019s Accounts Receivable at 31 December, 2022 of $690,000, see Notes 3
and 13,
\u2022 $680,000 available on a $2 million credit facility with an officer and shareholder, see Notes 16 and 23,
\u2022 future Group expense projections, including anticipated growth of the Group\u2019s operations along with
anticipated reductions in Company operating expenses,
\u2022 the sales pipeline, and
\u2022 the availability of a cumulative net operating loss carryforward of $5.9 million at 31 December, 2022, see
Note 6.
The Group is confident then that based on current cash position and the cash surplus to be generated from
the operations over the foreseeable future, along with the $680,000 available under the credit facility, they will
have sufficient liquid resources to meet its current and future liabilities as they fall due and that the Group is a
going concern.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_E42_CY": { "value": "
2.4 Foreign currency translation
The financial information is presented in US Dollars which is the Group\u2019s presentational currency as
substantially all of the Group\u2019s operational activities are undertaken in US Dollars. The Company\u2019s functional
currency is Sterling and the prior year Parent Company numbers have been restated from Sterling to US
Dollars. Sterling amounts recorded in the accounting records of the Company are converted using the year end
foreign exchange rate for the year end balances and the average foreign exchange rate for movements during
the year.
Transactions in currencies other than the functional currency are recognised at the rates of exchange on the
dates of the transactions. At each balance sheet date, monetary assets and liabilities are retranslated at the
rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive
income in the period in which they arise.
2.12 Foreign currency
For the purposes of the of the consolidated financial statements, the results and financial position of each
Group company are expressed in US Dollars (\u201c$\u201d), which is the functional currency of all of the operating entities
in the Group, excluding the Company, and the presentation currency for the consolidated financial statements.
Exchange differences are recognised in profit or loss in the period in which they arise.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents_E22_CY": { "value": "
2.5 Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit balances at banks.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory_E54_CY": { "value": "
2.6 Intangible assets
Intangible assets comprise non-physical assets comprising amounts spent on developing software which
facilitates the Group generating future sales along with the cost of acquiring the licensing rights in relation to
the commercialisation of TIRG that can be determined with reasonable certainty. Royalty payments due to the
licensor upon future sales cannot be determined with any certainty and accordingly has not been included in cost.
Regarding software development costs, this intangible represent amounts capitalized related to SaaS
products available for subscription. In accordance with IAS 38, the Company expenses research and
development costs up until the SaaS product enters into the application development stage at which time
costs are capitalized through the point the SaaS product is ready for release at which point amortization
begins. The application development stage includes:
(a) the design of the development path, including the configuration and interfaces of the software,
(b) coding,
(c) installation to hardware, and
(d) testing, including parallel processing.
Subsequent costs for data conversion, training, enhancements and bug fixes are expensed as incurred.
Intangible fixed assets are being amortised on the following basis:
Software development costs 17.5% using the reducing balance basis (indefinite life)
License Over 5 years straight-line (finite life)
The useful life of the license is based on the term of that license agreement, whilst the amortisation method
for computer software is intended to reflect the diminishing value of that software over time as alternative
solutions are developed by the Group or third parties.
All intangible assets have been assessed by management for impairment. Management consider the assets
for impairment by considering if any impairment indicators, such as those per IAS 38, are met and that if any
are met, they assess the recoverable value of the asset, being the higher of the Fair value less costs to sell
and Value in use, and then compare this to the carrying value of the asset. No impairment provision has been
considered necessary.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory_E73_CY": { "value": "
2.7 Tangible xed assets
Tangible assets comprise physical assets such as cars, office furniture and leasehold improvements which will
benefit the Group over their useful life. Tangible fixed assets are being depreciated on a straight-line basis over
their estimate useful lives as follows:
Cars 4 years
Office furniture 4 years
Leasehold improvements Life of the lease
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory_E92_CY": { "value": "
2.8 Trade and other receivables
Trade receivables are amounts due from customers for goods or services rendered in the ordinary course
of business. Trade receivables are initially recognised at the amount of consideration that is unconditional,
i.e. fair value and subsequently measured at amortised cost using the effective interest method, less loss
allowance. Prepayments and other receivables are stated at their nominal values.
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as
their fair value.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory_E91_CY": { "value": "
2.9 Trade and other payables
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory_E39_CY": { "value": "
2.10 Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of financial position of the Company when it
arises or when the Company becomes part of the contractual terms of the financial instrument.
Classi cation
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met
\u2022 the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2022 the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital
and interest payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate
Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is
derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the effective interest rate method include current
borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if
the Company\u2019s obligations specified in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate (\u201cEIR\u201d). The EIR amortisation is included as finance costs
in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using
the effective interest method.
Derecognition
A financial asset is derecognised when:
\u2022 the rights to receive cash flows from the asset have expired, or
\u2022 the Company has transferred its rights to receive cash flows from the asset or has undertaken the
commitment to fully pay the cash flows received without significant delay to a third party under an
arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has
neither transferred nor held substantially all the risks and estimates of the asset but has transferred the
control of the asset.
Impairment
The Company recognises a provision for impairment for expected credit losses regarding all financial assets.
Expected credit losses are based on the balance between all the payable contractual cash flows and all
discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies
the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date,
provision for losses regarding a financial instrument is measured at an amount equal to the expected credit
losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared risk characteristics.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory_E19_CY": { "value": "
Derecognition
A financial asset is derecognised when:
\u2022 the rights to receive cash flows from the asset have expired, or
\u2022 the Company has transferred its rights to receive cash flows from the asset or has undertaken the
commitment to fully pay the cash flows received without significant delay to a third party under an
arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has
neither transferred nor held substantially all the risks and estimates of the asset but has transferred the
control of the asset.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_narf_DescriptionOfAccountingPolicyForEquityExplanatory_D57392189_CY": { "value": "
2.11 Equity
Share capital is determined using the nominal value of shares that have been issued.
The Share premium account includes any premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from the Share premium account, net of
any related income tax benefits.
Equity-settled share-based payments are credited to a warrant reserve, which is referred to as \u201cShare based
payments reserve\u201d within the Consolidated statement of financial position and the Parent statement of
financial position as a component of equity until related options or warrants are exercised or lapse.
The Warrant reserve includes share warrants issued to shareholders in connection with share capital issues
that are measured at fair value at the date of issue and treated as a separate component of equity.
The Foreign exchange reserve includes all exchange differences arising from translating other currencies into
the functional currency. Foreign exchange gains and losses resulting from the settlement of such transactions,
and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end
exchange rates are generally recognised in profit or loss. All foreign exchange gains and losses are presented
in the statement of profit or loss on a net basis, within \u2018other gains/(losses)\u2019.
Members equity represents the combined interests of each member of Narf US and Narf PR prior to the
RTO acquisition.
The Reverse acquisition reserve relates to the costs associated with the acquisition of Narf Industries Plc. A
reverse acquisition occurs if the entity that issues securities (the legal acquirer) is identified as the acquiree
for accounting purposes and the entity whose equity interests are acquired (legal acquiree) is the acquirer for
accounting purposes.
The reverse acquisition in the year did not constitute a business combination and was accounted for in
accordance with IFRS 2 \u201cShare-based Payments\u201d and associated IFRIC guidance. Although the reverse
acquisition is not a business combination, the Company has become a legal parent and is required to
apply IFRS 10 and prepare consolidated financial statements. The Directors have prepared these financial
statements using the reverse acquisition methodology, but with the result that rather than recognising
goodwill, the difference between the equity value given up by Narf US\u2019s former owners and the share of
the fair value of the net assets gained by these former owners, is charged to the consolidated statement of
comprehensive income as a share-based payment on reverse acquisition.
Retained earnings includes all current and prior period results as disclosed in the income statement.
", "dimensions": { "concept": "narf:DescriptionOfAccountingPolicyForEquityExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForEarningsPerShareExplanatory_E26_CY": { "value": "
2.13 Earnings per share
Basic earnings per share is calculated by dividing:
The loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary
shares.
By weighting the average number of ordinary shares outstanding during the financial period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory_E86_CY": { "value": "
2.14 Share-based payments
The Company has issued options to one of the Directors, a former director and warrants to one of the initial
investors and to a major shareholder.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based
vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the
vesting period, based on the Company\u2019s estimate of the number of shares that will eventually vest and adjusted
for the effect of non-market based vesting conditions.
Fair value is measured using the Black Scholes pricing model. The key assumptions used in the model have
been adjusted, based on management\u2019s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
As detailed in note 8 the difference between the fair value of the net assets of the Company acquired on the
reverse take over and the market value of the shares in issue on that date has been treated as a share based
payment representing the cost of Narf US obtaining a listing.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_E52_CY": { "value": "
2.15 Taxation
The Company is subject to taxes in the United Kingdom tax jurisdiction. Substantially all revenue related
operations are conducted by Narf USA and Narf PR. Narf USA is a limited liability company taxed as a
partnership for the US federal tax jurisdiction. As partnership, Narf USA is not subject to US federal income tax
and the federal tax effect of Narf USA\u2019s activities accrue to the Company, the sole member. Narf USA is also
subject to a nominal California franchise tax. Narf PR is subject to the Government of the Commonwealth of
Puerto income tax rate of 4%. Differences between Narf PR\u2019s taxable income per IFRS and the basis used for
the Government of the Commonwealth of Puerto Rico are not material and, accordingly, no deferred tax assets
or liabilities related to Puerto Rico are reflected in the accompanying consolidated financial statements.
Taxable losses of the Company from its activities in the United Kingdom and that inure to the Company from
Narf USA as its sole partner differ from losses for the Company as reported in the accompanying consolidated
income statement because it excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Company\u2019s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
accompanying parent company financial statements and the corresponding tax bases used in the computation
of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial
recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority
and the Company intends to settle its current tax assets and liabilities on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory_E17_CY": { "value": "
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the
accompanying parent company financial statements and the corresponding tax bases used in the computation
of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial
recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority
and the Company intends to settle its current tax assets and liabilities on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D981189849_CY": { "value": "
2.16 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity\u2019s accounting policies, management makes estimates and assumptions
that have an effect on the amounts recognised in the financial information. Although these estimates are
based on management\u2019s best knowledge of current events and actions, actual results may ultimately differ
from those estimates. The Directors consider that the following judgements are critical to an understanding of
these accounts:
Licenses
The Company was granted certain licenses during the year relating to the commercialisation of cybersecurity
software which is key to the business strategy. The license was granted by SRI International for a combination
of cash, shares and a royalty equal to 7.5% of future revenues deriving from the license. The Directors have
recognised the fair value of the license on acquisition as being the cash paid plus the market value of shares
issued to SRI International. No value has been assigned to the future royalty payments as they are uncertain.
Accordingly future royalty payments will be expensed as incurred.
The value of the license has been assessed by management for impairment. Management consider the asset
value for impairment by considering if any impairment indicators, such as those per IAS 38, are met and that
if any are met, they assess the recoverable value of the license, being the higher of the Fair value less costs to
sell and Value in use, and then compare this to the carrying value of the license. No impairment provision has
been considered necessary. Further details are provided in Note 9.
Acquisition Accounting
The Directors have made a judgement that the acquisition of Narf US constituted a reverse takeover, and that
it falls outside the scope of IFRS 3 (see Note 8). Accordingly, no goodwill or other intangible assets have been
recognised on acquisition. The Directors have recognised a share-based payment equal to the fair value of the
shares in issue immediately prior to the acquisition less the net assets of the parent Company on the date of
acquisition. Further details are provided in Note 8.
Impairment of Narf US
The parent Company Statement of Financial Position includes the investment in Narf US at cost. The Directors
have undertaken an impairment review to assess whether the investment should be written down. This review
involves judgements about potential future cash flows which are highly subjective and subject to matters
outside the control of the Directors.
Cost of Sales
Cost of sales primarily includes expenses associated with the amortisation of capitalised software
development costs, personnel and contractors. The amount of personnel costs to allocate is determined by the
respective project manager of each contract in progress during a given year. The project managers allocate a
percentage of gross wage costs of each professional working on a project upon which a factor for payroll taxes
and benefits is added. In addition, administrative costs are reviewed and costs directly related to servicing
contracts are added.
Software Development Intangibles
Judgement is required when determining when a SaaS product under development enters into the application
development stage, see 2.6. The Directors have undertaken an impairment review to assess whether the
amount capitalised for development costs should be written down. This review involves judgements about
potential future cash flows, which are highly subjective and subject to matters outside the control of the
Directors. Further details are provided in Note 9.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfChangesInAccountingEstimatesExplanatory_D538564745_CY": { "value": "
2.17 Standards, amendments and interpretations to existing standards that are not yet effective
Share Based Payments
Equity-settled share-based payments are measured at fair value. Fair value is measured using the Black
Scholes pricing model. The key assumptions used in the model have been adjusted, based on management\u2019s
best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
As detailed in note 8 the difference between the fair value of the net assets of the Company acquired on the
reverse take over (RTO\u201d) and the market value of the shares in issue on that date has been treated as a share-
based payment representing the cost of Narf US obtaining a listing.
New standards, amendments to standards and interpretations:
The Company has adopted all of the new and revised Standards and Interpretations that are relevant to their
operations and effective for accounting periods beginning 1 January 2022. The Company has not adopted any
standards or interpretations in advance of the required implementation dates.
The following Standards and Interpretations have become effective and have been adopted in these financial
statements. No other Standards or Interpretations have been adopted early in these financial statements.
Standard/Interpretation Subject
IFRS 9/IAS 39/IFRS 7/IFRS 4/IFRS 16 Interest rate benchmark reform
IAS 16 Amendments \u2013 Property Plant & Equipment
IAS37 Provisions, Contingent Liabilities and Contingent Assets
The new standards have not had a material impact on these consolidated financial statements.
Standards not yet applied
At the date of authorisation of these financial statements, the following relevant Standards and
Interpretations, which have not been applied in these financial statements, were in issue but not yet effective
(and in some cases have not yet been adopted by the UK Endorsements Board):
Standard Impact on initial application Effective date
IAS 1 Amendments \u2013 Presentation and Classification of Liabilities as
Current or Non-current
TBC
IAS 8 Amendments \u2013 Definition of Accounting Estimates 1 January 2023
IAS 1 Amendments \u2013 Disclosure of Accounting Policies 1 January 2023
IFRS 3 Amendments \u2013 Business Combinations \u2013 Conceptual Framework 1 January 2022
IFRS 17 Insurance contracts 31 December 2023
The directors are evaluating the impact that these standards will have on the consolidated financial statements of
the Group and Company but it is not anticipated that they will have a material impact on the Group and Company.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingEstimatesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfNatureOfImpendingChangeInAccountingPolicy_D1531937630_CY": { "value": "
New standards, amendments to standards and interpretations:
The Company has adopted all of the new and revised Standards and Interpretations that are relevant to their
operations and effective for accounting periods beginning 1 January 2022. The Company has not adopted any
standards or interpretations in advance of the required implementation dates.
The following Standards and Interpretations have become effective and have been adopted in these financial
statements. No other Standards or Interpretations have been adopted early in these financial statements.
Standard/Interpretation Subject
IFRS 9/IAS 39/IFRS 7/IFRS 4/IFRS 16 Interest rate benchmark reform
IAS 16 Amendments \u2013 Property Plant & Equipment
IAS37 Provisions, Contingent Liabilities and Contingent Assets
The new standards have not had a material impact on these consolidated financial statements.
Standards not yet applied
At the date of authorisation of these financial statements, the following relevant Standards and
Interpretations, which have not been applied in these financial statements, were in issue but not yet effective
(and in some cases have not yet been adopted by the UK Endorsements Board):
Standard Impact on initial application Effective date
IAS 1 Amendments \u2013 Presentation and Classification of Liabilities as
Current or Non-current
TBC
IAS 8 Amendments \u2013 Definition of Accounting Estimates 1 January 2023
IAS 1 Amendments \u2013 Disclosure of Accounting Policies 1 January 2023
IFRS 3 Amendments \u2013 Business Combinations \u2013 Conceptual Framework 1 January 2022
IFRS 17 Insurance contracts 31 December 2023
The directors are evaluating the impact that these standards will have on the consolidated financial statements of
the Group and Company but it is not anticipated that they will have a material impact on the Group and Company.
", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfImpendingChangeInAccountingPolicy", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfAccountingPolicyForSegmentReportingExplanatory_D680521331_CY": { "value": "
2.18 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of
the operating segments, has been identified as the Board as a whole.
The Group has no employees in the United Kingdom (bar one Non-Executive Director) and all of the current
operations of the Group are in North America and thus no separate segments have been identified.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DescriptionOfObjectivesPoliciesAndProcessesForManagingRisk_D1178656122_CY": { "value": "
2.19 Financial Risk Management Objectives and Policies
The Company does not enter into any forward exchange rate contracts.
The main financial risks arising from the Company\u2019s activities are market risk, interest rate risk, foreign
exchange risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can
be found in Note 21.
", "dimensions": { "concept": "ifrs-full:DescriptionOfObjectivesPoliciesAndProcessesForManagingRisk", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRevenueExplanatory_D1591798867_CY": { "value": "
3. Revenue
The Group records contract revenue in accordance with IFRS 15 Revenue from Contracts with Customers,
which requires that revenue be recorded over time as/when performance obligations within a contracts are
performed/delivered. Significant performance obligations are defined within the Group\u2019s contracts. The Group
invoices customers based on billing schedules contained within the related contracts. The Group considers
trade and other receivables to be fully collectible; accordingly, no allowance for doubtful accounts has been
recorded. Costs incurred to obtain contracts are expensed as incurred and losses on contracts are recognized
in the period when determined. The Group warrants that its deliverables will perform within parameters
contained in the statements of work referenced in the contracts, and can measure such performance
independent of the customer. Trade and other receivables are considered impaired (typically resulting
from contract cancellations) and are decreased upon the determination of such impairment. No contract
impairments were recorded in the years ended 31 December, 2022 and 2021.
Revenue for performance obligations is recognized as follows:
\u2022 Professional Services: As each performance obligation is completed and delivered, an output measurement.
\u2022 Installation Services: Upon delivery and installation of the contract product(s).
\u2022 SaaS Subscriptions: On a straight-line basis over the term of the SaaS contract period.
As performance obligations are completed and delivered, revenue is accrued in the caption Trade Accounts
Receivable, which represents a conditional right to consideration. Should amounts invoiced and collected
exceed completed and delivered performance, a liability would be recorded. There were no amounts invoiced
and collected in excess of completed performance obligations at 31 December 2022 and 2021.
Based on the above categories, disaggregated contract revenue was as follows:
Year ended
31 December
2022
US$
(unaudited)
Year ended
31 December
2021
US$
Professional services 1,373,875 939,513
Installations 218,400 170,000
SaaS subscriptions 954,850 830,003
Total revenue 2,547,125 1,939,516
Backlog represents performance obligations remaining on contracts in progress. The following table presents
the Group\u2019s backlog at 31 December, 2022:
31 December 2022
US$
Professional services 9,375,031
SaaS subscriptions 1,061,042
Total revenue backlog 10,436,073
Customers comprising 10% or more of Contract Revenue were as follows:
Year ended
31 December
2022
US$ Percent
(Unaudited)
Year ended
31 December
2021
US$ Percent
US government procurement agency 1,246,563 48.9% 1,000,003 51.6%
DARPA 1,154,939 45.4% 333,966 17.2%
Dartmouth College \u2013 0.0% 153,059 7.9%
SRI International 145,623 5.7% 452,241 23.3%
2,547,125 100.0% 1,939,516 100.0%
For contractual reasons, the Company may not disclose the name of the US government procurement agency
or the agencies for which this entity is a pass-through. DARPA stands for Defense Advanced Research Projects
Agency, a US government research and development organisation. Dartmouth College is a pass-through entity
for the US Office of Naval Research. SRI International is a US nonprofit research organisation and is a pass-
through agency for DARPA.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfProfitLossFromOperatingActivitiesExplanatory_D1245569516_CY": { "value": "
4. Operating Profits
This is stated after charging:
31 December
2022
US$
(unaudited)
31 December
2021
US$
Auditor\u2019s remuneration
\u2013 audit of the Parent Company 49,000 \u2013
\u2013 audit of subsidiary undertakings 50,000 \u2013
\u2013 non-audit services
Reporting accountant services 12,000 \u2013
Informal review of interim financial statements 1,800 \u2013
Amortisation of intangible assets 512,937 269,658
Depreciation of tangible fixed assets 33,529 47,379
Directors\u2019 remuneration 827,732 \u2013
Other staff remuneration 1,909,454 1,394,472
Legal, professional and consultancy fees 451,628 337,135
", "dimensions": { "concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfInformationAboutEmployeesExplanatory_E68_CY": { "value": "
5. Directors and Staff Costs
The average number of persons employed by the Group, including Directors, was:
2022
(unaudited)
2021
Management and technical 17 11
Remuneration, other benefits supplied and social security costs to the directors and staff during the period
was as follows:
31 December
2022
US$
(unaudited)
31 December
2021
US$
Directors and Employees:
Wages and salaries 1,594,840 1,171,663
Social security costs 92,245 88,115
Pension costs and other benefits 222,369 134,694
Director fees 393,788 \u2013
Director share based payments 58,958 \u2013
Director bonuses 374,986 \u2013
2,737,186 1,394,472
The average number of staff employed by the Group during the year, including Directors was 17 (2021: 11).
The remuneration and associated social security costs per Director for the year ended 31 December 2022
was all short term in nature and are as stated in the remuneration report on pages 12 to 14. A matter of note is
that the chief executive officer of Narf Plc was a member of each of the Narf US entities until 15 March 2022
and received no remuneration or distribution from either entity during the years ended 31 December, 2022
and 2021.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_E67_CY": { "value": "
6. Taxation
31 December
2022
US$
(unaudited)
31 December
2021
US$
The charge for the period is made up as follows:
Taxation on the results of Narf PR for the year 7,839 72,090
Deferred tax \u2013 \u2013
Taxation charge/credit for the period 7,839 72,090
A reconciliation of the tax charge/credit appearing in the income statement to the tax that would result from
applying the standard rate of tax to the results for the period is:
31 December
2022
US$
(unaudited)
31 December
2021
US$
Loss before taxation per accounts (18,417,868) (770,579)
Tax credit at the standard rate of corporation tax in the UK (19%),
and Puerto Rico (4%)
Weighted average Tax Rate \u2013 18.96% (3,499,395) (146,410)
Overseas taxable profits 7,839 72,090
Impact of costs disallowed for tax purposes 3,022,849 146,410
Impact of unrelieved tax losses carried forward 476,546 \u2013
7,839 72,090
Estimated tax losses of $5,850,000 (FY2021: $3,500,000) are available for relief against future profits. No
related deferred tax asset has been provided for in the accounts based on the uncertainty as to when profits
will be generated against which to relieve said asset.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_E38_CY": { "value": "
7. Earnings per Share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the period.
31 December
2022
US$
(Unaudited)
31 December
2021
US$
Loss from continuing operations attributable to equity holders of the company (18,425,707) (842,669)
Weighted average number of ordinary shares in issue 1,475,948,904 588,088,644
Basic and fully diluted loss per share from continuing operations (cents) (1.2) (0.1)
As the acquired entities are LLCs treated as a partnership with no issued shares, we have assessed the EPS for
2021 by comparing the earnings of Narf US to the weighted average number of shares of the Company.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_narf_DisclosureOfreverseAcquisitionExplanatory_D502795201_CY": { "value": "
8. Reverse Acquisition
On 15 March 2022, Narf Industries plc (\u201cCompany\u201d) formerly known as Cyba plc, acquired through a combination
of a share for partnership interests exchange and a set of cash payments to the acquiree companies and
former partners, 100% ownership of Narf Industries US LLC and Narf Industries PR LLC (\u201cNarf US\u201d), whose
principal activities are the development and marketing of software aimed at providing cybersecurity solutions
to corporates.
Although the transaction resulted in each Narf US entity becoming wholly owned subsidiaries of the Company,
the transaction constituted a reverse acquisition, as the previous owners of Narf US own a substantial majority
of the Ordinary Shares of the Company and the executive management of Narf US became the executive
management of Narf Industries plc.
In substance, the former owners of Narf US acquired a controlling interest in the Company and the transaction
has therefore been accounted for as a reverse acquisition. As the Company\u2019s activities prior to the acquisition
were purely the maintenance of the LSE listing, acquiring Narf US, seeking to acquire other cybersecurity firms
and raising equity finance to provide the required funding for the operations ahead of the acquisition, it did not
meet the definition of a business in accordance with IFRS 3.
Accordingly, this reverse acquisition does not constitute a business combination and was accounted for
in accordance with IFRS 2 \u201cShare-based Payments\u201d and associated IFRIC guidance. Although the reverse
acquisition is not a business combination, the Company has become a legal parent and is required to apply IFRS 10
and prepare consolidated financial statements. The Directors have prepared these financial statements using
the reverse acquisition methodology, but with the result that rather than recognising goodwill, the difference
between the equity value given up by Narf US\u2019s former owners and the share of the fair value of the net assets
gained by these former owners, is charged to the consolidated statement of comprehensive income as a share
based payment on reverse acquisition and represents, in substance, the cost of acquiring an LSE listing.
The comparatives within the consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated cashflow statement and the consolidated statement of changes in equity
represent the combined numbers of the legal subsidiaries and accounting acquirers, Narf Industries US LLC
and Narf Industries PR LLC. In the consolidated statement of financial position, the share capital and premium
as at 31 December 2022 is that of Narf Industries Plc with the reverse acquisition reserve representing the
difference between the deemed cost of the acquisition and the net assets of Narf Industries plc at 15 March
2022. The consolidated statement of comprehensive income for 2021 represents the combined results of Narf
US and Narf PR alone, and the 2022 consolidated statement of comprehensive income represents the result of
the Group for the period.
On 15 March 2022, the Company issued 699.6 million Ordinary Shares and paid a further $4,166,667 to acquire
all of the partnership interests in Narf US. Based on a share price of 2p per share (the price at which those
shares issued as part of the placing that day were issued at) the Company\u2019s investment in Narf US was valued
at $25.6 million, inclusive of the $2 million prepaid consideration and prior to the share based payment charges
for the year recognised in the subsidiaries \u2013 see note 12 for further commentary regarding the carrying value of
the investment in the subsidiary as at 31 December 2022.
As the legal subsidiaries, Narf US, were treated on consolidation as the accounting acquirer and the legal
Parent Company, Narf Industries plc, was treated as the accounting subsidiary, the fair value of the shares
acquired was $21.9 million based on a share price of 1.8p and 932.0 million Ordinary Shares in issue immediately
prior to the reverse acquisition. According to IFRS 2 the value of the share-based payment is calculated as the
difference between the deemed cost and the fair value of the net assets as at the acquisition date which are as
follows:
US$
Deemed cost 21,858,204
Trade and other receivables 7,818,621
Cash and cash equivalents 138,613
Trade and other payables (1,454,153)
Net assets acquired 6,503,082
RTO share based payment expense 15,355,123
The difference between the deemed cost ($21.9m) and the fair value of the net assets assumed per above of
$6.5m resulted in $15,355,123 being expensed within \u201creverse acquisition expenses\u201d in accordance with IFRS 2,
Share Based Payments, reflecting the economic cost to Narf US\u2019s owners of acquiring a quoted entity.
The reverse acquisition reserve which arose from the reverse takeover is made up as follows:
US$
Pre-acquisition entity (a) (6,503,082)
Narf US capital at acquisition (b) 0
Investment in Narf US (c) (25,600,000)
Reverse acquisition expense (d) 15,355,123
Reverse acquisition reserve (16,747,959)
(a) Recognition of preacquisition equity of Narf Industries plc at 15 March 2022
(b) Narf US entities had not issued any equity
(c) The value of the shares issued, cash paid and advances made in exchange for 100% ownership of Narf US.
The above entry is required to eliminate the balance sheet impact of the transaction.
(d) The share based payment expense under IFRS 2 as per calculation above.
", "dimensions": { "concept": "narf:DisclosureOfreverseAcquisitionExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfIntangibleAssetsExplanatory_E72_CY": { "value": "
9. Intangible Assets \u2013 Group
Licenses
US$
Software
Development
Costs
US$
Total
US$
Cost
At 1 January 2022 \u2013 2,094,027 2,094,027
Additions 1,906,662 \u2013 1,906,662
At 31 December 2022 1,906,662 2,094,027 4,000,689
Amortisation/Impairment
At 1 January 2022 \u2013 790,676 790,676
Charge for the period 285,999 226,938 512,937
At 31 December 2022 285,999 1,017,614 1,303,613
Net book amount
At 31 December 2022 1,620,663 1,076,413 2,697,076
At 31 December 2021 (unaudited) \u2013 1,303,351 1,303,351
Amortisation of licenses is charged to the Income statement in the period to which it relates and disclosed
within \u201cDepreciation and software license amortisation\u201d. Amortisation of software development costs are
included within \u201cCost of sales\u201d.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfPropertyPlantAndEquipmentExplanatory_E109_CY": { "value": "
11. Tangible Assets \u2013 Group
Cars
US$
Leasehold
Improvements
US$
Furniture &
Equipment
US$
Total
US$
Cost
At 1 January 2022 147,098 25,425 222,723 395,246
Additions \u2013 \u2013 \u2013 \u2013
At 31 December 2022 147,098 25,425 222,723 395,246
Amortisation/Impairment
At 1 January 2022 116,714 6,290 222,723 345,727
Charge for the period 30,384 3,145 \u2013 33,529
At 31 December 2022 147,098 9,435 222,723 379,256
Net book amount
At 31 December 2022 \u2013 15,990 \u2013 15,990
At 31 December 2021 (unaudited) 30,384 19,135 \u2013 49,519
Depreciation of tangible assets is charged to the Income statement in the period to which it relates and
disclosed within \u201cDepreciation and software license amortisation\u201d.
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfTradeAndOtherReceivablesExplanatory_E130_CY": { "value": "
13. Trade and Other Receivables \u2013 Group and Parent Company
Group Company
As at
31 December
2022
US$
(Unaudited)
As at
31 December
2021
US$
As at
31 December
2022
US$
As at
31 December
2021
(Restated)
US$
Prepaid consideration \u2013 \u2013 \u2013 2,000,000
Accounts receivable 688,617 14,201 \u2013 \u2013
Prepayments and accrued income 7,094 33,373 7,094 7,220
Other receivables 60,770 500 60,270 \u2013
756,481 48,074 67,364 2,007,220
The prepaid consideration as at 31 December 2021 represented two non-refundable advances of US$1 million to
each of Narf Industries LLC and Narf Industries PR LLC in accordance with heads of terms agreed between the
Company and Narf whereby it was agreed, subject to legal diligence, that the Company would agree to acquire
the entire equity capital of Narf. As detailed in Note 8 the acquisition of Narf was completed during the year and
accordingly the prepaid consideration is part of the acquisition cost.
The Directors consider that the carrying value amount of trade and other receivables approximates to their
fair value.
Ageing analysis
The following presents an ageing analysis of Accounts Receivable:
As at
31 December
2022
US$
(Unaudited)
As at
31 December
2021
US$
0-30 days 640,630 14,201
31-60 days 47,987 \u2013
688,617 14,201
The Group considers trade and other receivables to be fully collectible; accordingly, no bad debt provision or
expenses have been recorded in either financial periods ending 31 December 2022 and 2021 respectively.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_E17_CY": { "value": "
14. Cash and Cash Equivalents \u2013 Group and Parent Company
Group Company
31 December
2022
US$
(unaudited)
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Cash at bank and in hand 442,751 446,879 210,282 274,982
442,751 446,879 210,282 274,982
Cash at bank comprises balances held by the Company in current bank accounts, instant access deposit
account and electronic wallets. The carrying value of these approximates to their fair value. The majority of
cash is held in a bank with a BBB credit rating.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfTradeAndOtherPayablesExplanatory_E129_CY": { "value": "
15. Trade and Other Payables \u2013 Group and Parent Company
Group Company
31 December
2022
US$
(Unaudited)
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Accounts payable 100,291 22,810 73,593 110,123
Other payables due within one year 255,439 171,174 \u2013 \u2013
Accrued expenses 240,232 \u2013 240,236 200,955
595,962 193,984 313,829 311,078
Trade payables and accruals principally comprise amounts outstanding for trade purchases and continuing
costs. The Directors consider that the carrying value amount of trade and other payables approximates to their
fair value. Refer Note 21.
16. Creditors amounts falling due after more than one year \u2013 Group
31 December
2022
US$
(Unaudited)
31 December
2021
US$
Loan from Director and Chief Executive Officer 1,512,000 810,000
Installment note on a vehicle (see Note 18) 1,727 22,312
1,513,727 832,312
The Loan from Director and Chief Executive Officer represents non-interest bearing advances to the Group
for working capital purposes from Steve Bassi, CEO (see Note 23). On 11 April, 2023, such advances, which then
totalled $1,322,000, were converted into a $2 million credit facility due 30 June 2024 accruing simple interest
daily at the US Federal short term 1 year interest rate (4.86% at 11 April, 2023) and leaving $678,000 available
for further draw. A portion or all of the note may be repaid early without penalty and the Director may request
the Group to pay amounts when working capital exceeds $750,000 at the end of any given month. No interest
was accrued against amounts owed prior to 11 April 2023. As of the reporting date the balance under this
credit facility was $1,170,144. This credit facility is being presented without any discount to account for time
as the facility may be partially or fully repaid prior to the due date of 30 June, 2024. Should the Group and this
individual decide any future excess working capital to repay this facility would be better invested in growing
Group operations, the due date of 30 June, 2024 could be extended.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_narf_DisclosureOfShareCapitalSharePremiumExplanatory_D1230333315_CY": { "value": "
17. Share Capital/Share Premium \u2013 Group and Parent Company
The Company has only one class of share. All ordinary shares of 0.1p each (\u201cShares\u201d) have equal voting rights
and rank pari passu for the distribution of dividends and repayment of capital. As at 31 December 2022 the
Company\u2019s issued and outstanding capital structure comprised 1,697,381,100 shares and there were no other
securities in issue and outstanding.
From 1 January 2021 to 31 December 2021 the Company issued 100,000,000 Shares at a price of \u00a30.02 per
placing share.
On 7 March 2022 the Company issued 7,500,000 Shares at a price of \u00a30.01 per warrant share following the
exercise of warrants.
On 15 March 2022 the Company issued 300,000,000 Shares at a price of \u00a30.02 per placing share
On 16 March 2022 the Company issue 699,999,600 Shares to the former members of Narf US in exchange for
100% of the voting rights of Narf US at an equivalent price of \u00a30.02 per share.
On 17 March 2022 the Company issued 59,856,100 Shares to SRI International in exchange for certain licensing
rights at an equivalent price of \u00a30.02 per share.
On 18 May 2022 the Company issued 1,000,000 shares to a supplier in settlement of outstanding professional
fees at an equivalent price of \u00a30.0168 per share.
At 31 December 2022 the Company had 50 million options outstanding and 63 million warrants (see note 18)
Number of
shares on
issue
Share capital
(Restated)
US$
Share premium
(Restated)
US$
Total
(Restated)
US$
Balance as at 1 January 2021 524,525,000 70,796 4,667,362 4,738,158
Shares issued during the year to
31 December 2021 (net of issue costs) 100,000,000 13,497 2,780,255 2,793,752
Balance as at 31 December 2021 624,525,000 84,293 7,447,617 7,531,910
Shares issued during the year to
31 December 2021 (net of issue costs) \u2013 119,719 27,626,444 27,746,163
Balance as at 31 December 2022 1,697,381,100 204,012 35,074,061 35,278,073
", "dimensions": { "concept": "narf:DisclosureOfShareCapitalSharePremiumExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_narf_DisclosureShareBasedPaymentReserveExplanatory_D1245166286_CY": { "value": "
18. Share Based Payment Reserve \u2013 Group and Parent Company
Details of the warrants and options that were outstanding at 31 December 2022 are as follows:
Warrants
Issued Exercisable from Expiry date Number outstanding Exercise price
16.2.2022 14.03.22 14.03.23 13,000,000 \u00a30.02
24.05.22 24.05.22 31.03.23 50,000,000 \u00a30.02
Options
Issued Exercisable from Expiry date Number outstanding Exercise price
24.05.22 24.05.22 24.05.25 50,000,000 \u00a30.02
31 December
2022
US$
31 December
2021
(Restated)
USS$
At beginning of year 32,578 32,578
Fair value of warrants exercised during the year (20,363) \u2013
Fair value of warrants expired during the year (12,215) \u2013
Fair value of warrants and options vesting during the year 229,185 \u2013
At end of year 229,185 32,578
The estimated fair value of the warrants and options granted in May 2022 was calculated by applying the Black-
Scholes option pricing model. The assumptions used in the calculation were as follows:
Options Warrants
Share price at date of grant 1.55 pence 1.55 pence
Exercise price 2.00 pence 2.00 pence
Expected volatility 97% 97%
Expected dividend Nil Nil
Vesting criteria Vest over three years Vested
Contractual life 3 years 0.83 years
Risk free rate 1.58% 1.58%
Estimate fair value of each 0.96 cents (recognisable over 3 years) 0.43 cents
Of the amount credited to share based payment reserve $114,592 related to options issued for services
provided and therefore resulted in a charge to the Statement of comprehensive Income and $114,593 related to
brokerage services and therefore resulted in a reduction to the share premium account.
A share-based payment credit of $12,215 was recognised during the year on expiry of 4.5 million of the 12 million
warrants in issue at the start of the year. The 13 million warrants issued in February 2022 were issued to
investors in relation to a placing and therefore were not issued in lieu of services and accordingly have not been
valued and accounted for.
", "dimensions": { "concept": "narf:DisclosureShareBasedPaymentReserveExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfCommitmentsExplanatory_E23_CY": { "value": "
19. Capital Commitments
As further discussed in Note 23, the Group have a lease agreement in relation to their office in California which
expired on 1 June, 2023, including minimum rental payments of $4,800 per month. The Group also has an
installment note on a vehicle that expires in January 2024 (see Note 16).
Amounts payable in respect of leases:
31 December
2022
US$
At
31 December
2021
(Restated)
USS$
Less than 1yr 49,385 78,370
1 to 5 years 1,727 51,112
More than 5 years \u2013 \u2013
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfContingentLiabilitiesExplanatory_E25_CY": { "value": "
20. Contingent Liabilities
There were no contingent liabilities at 31 December 2022 (2021; \u00a3nil).
", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_E58_CY": { "value": "
21. Financial Instruments and Risk Management
The Company\u2019s financial instruments comprise primarily cash and various items such as trade debtors and
trade payables which arise directly from operations. The main purpose of these financial instruments is
to provide working capital for the Company\u2019s operations. The Company does not utilise complex financial
instruments or hedging mechanisms.
Financial assets by category
The categories of financial assets are as follows:
Group Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Current assets at amortised cost:
Accounts receivable 688,617 14,201 \u2013 \u2013
Other receivables 60,770 500 60,270 \u2013
Cash and cash equivalents 442,751 446,879 210,282 274,982
1,192,138 461,580 270,552 274,982
Financial liabilities by category
The categories of financial liabilities are as follows:
Group Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Current Liabilities measured at amortised
cost:
Accounts payable 100,291 22,810 73,593 110,123
Other payables due within one year 495,671 171,174 240,236 200.955
Long term loans 1,513,727 832,312 \u2013 \u2013
2,109,689 1,026,926 313,829 311,078
All amounts owed by the Company are short term and payable in 0 to 3 months, apart from the Long term loan
which is disclosed in Notes 16 and 23. Other payables includes an amount of $20,585 (2021: $20,292) which is
repayable in equal monthly instalments over the upcoming year. The long term loans have a repayment date of
30 June 2024.
Credit risk
The maximum exposure to credit risk at the reporting date by class of financial asset was:
Group Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
(Restated)
US$
Accounts receivable 688,617 14,201 \u2013 \u2013
Other receivables 60,770 500 60,270 \u2013
Cash and cash equivalents 442,751 446,879 210,282 274,982
1,192,138 659,917 270,552 274,982
Interest rate risk
None of the Group\u2019s assets or liabilities are subject to any material interest rate risk since the only asset or
liability which bears interest is a $22,312 lease liability (2021: $42,604) at a fixed interest rate and none of the
assets earn any material interest. All deposits are placed with main clearing banks or held in cash wallets to
facilitate non-sterling payments or expense payments. The deposits are placed in current accounts or short
term deposit accounts.
The nature of the Group\u2019s activities and the basis of funding are such that the Group seeks to maintain liquid
resources to meet its expenses for at least twelve months. The current cash position and the cash surplus to
be generated from the operations over the foreseeable future, along with the $680,000 available under the
credit facility means the Group will have sufficient liquid resources to meet its expenditure requirements over
the upcoming twelve months.
Credit and liquidity risk
Credit risk is the risk of an unexpected loss if a counter party to a financial instrument fails to meet its
commercial obligations. The Group\u2019s maximum credit risk exposure is limited to the carrying amount of cash
and receivables. Credit risk is managed by contracting with US government customers clients who have proven
ability to pay and by the Group depositing surplus funds with financial institutions with a credit rating equivalent
to, or above, the main UK clearing banks whilst keeping amounts in electronic wallets to the minimum required
for day-to-day operations. The Group and Company maintain adequate bank balances to meet those financial
liabilities that are payable in the short term (between 0 to 3 months).
Foreign exchange risk
The Group operates in a global market with income and costs possibly arising in a number of currencies. The
majority of the operating revenues and costs are incurred in US Dollars although there are a number of Sterling
costs incurred by the Company in relation to the Non-Executive directors and costs of maintaining a listing.
The Company does not hedge potential future income or costs, since the existence, quantum and timing of
such transactions cannot be accurately predicted. All of the Group's assets and liabilities are denominated in
US dollars.
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22. Capital Management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the
return to shareholders through the optimisation of the balance between debt and equity.
The capital structure of the Group as at 31 December 2022 consisted of equity attributable to the equity
holders of the Company, totalling $1,802,609 bolstered by working capital advances from an officer and
shareholder (see Notes 16 and 23).
The Company reviews the capital structure on an on-going basis. As part of this review, the directors consider
the cost of capital and the risks associated with each class of capital. The Company will balance its overall
capital structure through the payment of dividends and new share issues. The Company has no plans to take on
debt capital.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } }, "fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_E114_CY": { "value": "
23. Related Party Transactions
The compensation payable to Key Management personnel, who comprise the Directors, comprised $827,732
payable by the Company in respect of services to the Group. Full details of the compensation for each Director
are provided in the Directors\u2019 Remuneration Report. At year-end, an amount of $180,810 was due to a director
and officer in respect of Directors remuneration.
During the year the Company made an overpayment for services of $60,270 (2021: $nil) to a company of which
Robert Mitchell is a director. Since the year end this amount has been recovered in full.
During the year payments were made to former members of Narf US totaling $75,000 relating to profit
distributions to members, prior to the acquisition in March 2022. Such distributions were S360,000 for the year
ended 31 December 2021 (unaudited).
Included in the caption Trade and Other Payables on the accompanying Consolidated Statement of Financial
Position are $61,700 and $13,100 at 31 December, 2022 and 2021 respectively, related to an office operating
lease agreement between the Group and an entity in which an officer and shareholder is an owner. Included
in Administrative Expenses on the accompanying Consolidated Statement of Comprehensive Income is
$57,600 and $57,100 in operating lease expense for the years ended 31 December 2022 and 2021 (unaudited),
respectfully. This operating lease agreement expired on 1 June, 2023 and minimum rental payments of $4,800
per month means a charge of $28,800 for the year ending 31 December, 2023. The Group is currently reviewing
this arrangement to determine the economics of renewal.
As further discussed in Note 16, the CEO, a director and major shareholder, made loans to the Company which
at year end totalled $1,512,000 (2021: $810,000 unaudited). The amounts represented non-interest bearing
advances to the Group for working capital purposes.
At 31 December, 2020, Narf US owed a net $61,891 to certain companies owned by a director and
officer. This amount was forgiven in the year ended 31 December 2021 and is recorded as income in the
caption Interest Receivable and Other Finance Income in the accompanying Consolidated Statement of
Comprehensive Income.
26. Control
In the opinion of the Directors there is no single ultimate controlling party.
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24. Events subsequent to year end
There have been no events since the year end that have any material impact on an understanding of these
financial statements, with the exception of the conversion of advances from the Chief Executive Officer to a
credit facility, see Notes 16 and 23.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800K484JECP4RK284", "period": "2022-01-01T00:00:00/2023-01-01T00:00:00" } } } }