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REG - CyanConnode Holdings - Half-year Financial Report

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RNS Number : 0220M  CyanConnode Holdings PLC  18 December 2025

 

18 December 2025

CyanConnode Holdings plc

("CyanConnode" or the "Company")

 

Positive H1 Results with Accelerating Smart Metre Roll-out in India Creating a
Strong Tail Wind

 

CyanConnode (AIM:  CYAN), a world leader in narrowband radio frequency (RF)
mesh networks, announces its unaudited interim results for the six months
ended 30 September 2025 (H1 FY 2026).

 

John Cronin, CEO, commented:

"This has been a successful period for the business. In April, we secured our
first Advanced Metering Infrastructure Service Provider (AMISP) contract to
deliver a major smart metering rollout in Goa - our largest contract to date -
which nearly doubled our contracted order book to £157 million at 30
September 2025. This milestone win has significantly increased our scale and
strengthened our ability to win additional AMISP contracts, alongside ongoing
subcontracting opportunities. In India alone, our Serviceable Obtainable
Market (SOM) is £231 million.

India is our largest market, and the Indian Government remains very focused on
reversing approximately $15 billion lost annually to electricity theft and
inefficiencies. To address this, the revised national smart metering programme
(RDSS), launched in 2022, is now accelerating, as shown in the graph below.
This is creating a positive tail wind which is reflected in our revenue
performance up by 32% in the period to £7.4 million (over 40% on a constant
currency basis).

We also strengthened our financial position by raising $15 million through two
convertible loan notes, supporting both working capital and our ability to win
further contracts. Outside India, performance remains strong, including
winning a £1.2 million cellular gateways order in the Middle East and North
Africa.

With 17 live smart metering projects and revenue generation from the Goa
project expected to begin in earnest shortly, the business is well-positioned
for sustained growth through the remainder of FY 2026 and into FY 2027."

Financial Highlights

 

·      Revenue grew to £7.4m (H1 FY 2025: £5.6m), driven by increased
shipments of hardware

·      Gross profit of £1.9m (H1 FY 2025: £2.3m), reflecting a lower
gross margin of 25% versus 41% in H1 FY 2025, due to lower software and
services revenue as a proportion of revenue (8% versus H1 FY 2026 20%) and to
lower than usual pricing on certain contracts agreed in anticipation of new
higher margin products coming through such as FG28 module, cellular modules
and In-Meter Gateways, which have significantly lower costs. The Group is
targeting overall project margins of upwards of 35% following commencement of
deployments using the new products, with this margin varying across the course
of each project (driven by lower margin hardware being shipped in the first
two years of a project). With the use of In-Meter Gateways, gateway
installation and maintenance costs will be substantially reduced.

·      Increase in operating costs from £4.4m in H1 FY 2025 to £5m in
H1 FY 2026, driven by £0.9m of foreign exchange losses in translation of
accounts

·      Operating loss of £3.0m (H1 FY 2025 loss: £2.1m), driven
primarily by the £0.9m of foreign exchange losses

·      Cash received from customers of £7.4m (H1FY 2025: £7.3m)

·      Cash and cash equivalents at end of period £1.6m (FY 2025:
£3.7m). In addition, £6 million is held in a fixed deposit at ICICI Bank in
London, securing an overdraft facility in India for the same amount.

 

Operational Highlights

 

·      £70 million AMISP contract won in April 2025 from the Government
of Goa

·      Under an innovative agreement with a sector specialist
multi-national contractor in July, the Goa contract has been fully funded and
resourced without any further capital requirements from the Group

·      £157 million Group order book as of 30 Sept 2025

·      893,000 Omnimesh Modules were shipped compared with 377,000 in
the same period in the prior year, reflecting strong market momentum

·      £1.2 million follow-on order secured for cellular gateways in
the Middle East and North Africa (MENA) region

·      $15 million raised through two convertible loan notes for $7.5
million each supporting the Group's working capital requirements and ability
to pursue further contract tenders

·      Chair and CEO roles separated with the appointment of Bjorn
Lindblom as Non-Executive Chairman increasing Board independence and enabling
John Cronin to focus more on his operational role as Group CEO

 

Post-Period Highlights

 

·      In November, successfully raised $5.25 million through a
convertible loan note, to provide additional capital for use as deposits for
AMISP contract tenders

·      Key operational metrics remain positive, with Q3 2026 shipments
of Omnimesh Modules positioning the Group well for sustained growth through FY
2026 and beyond

 

 Investor Presentation

 ·      Following completion of Q3 FY 2026 on 31 December 2025, the
 Company intends to hold an Investor Presentation on the Investor Meet Company
 platform for shareholders in Q4 FY 2026.

 Enquiries:

CyanConnode Holdings plc                                                                                                                                                    Tel: +44 (0) 1223 865 750
 John Cronin, Executive Chairman                                                                                                                                             www.cyanconnode.com (http://www.cyanconnode.com)

 Strand Hanson Limited (Nominated and Financial Adviser)                                                                                                                     Tel: +44 (0) 20 7409 3494

 James Harris, Richard Johnson, David Asquith

 Zeus Capital Limited (Joint Broker)                                                                                                                                         Tel: +44 (0) 20 3829 5000
 Simon Johnson, Louisa Waddell

 Panmure Liberum (Joint Broker)                                                                                                                                              Tel: +44 (0) 20 7886 2500
 Rupert Dearden, James Sinclair-Ford

 Novella (Financial PR)                                                                                                                                                      Tel: +44 (0) 20 3151 7008

 Tim Robertson / Safia
 Colebrook

 

About CyanConnode

CyanConnode (AIM:CYAN.L), is a global provider of IoT communication and smart
metering solutions. Its comprehensive technology portfolio includes narrowband
RF mesh, advanced cellular modules, and hybrid communication platforms,
delivering scalable and cost-effective connectivity for smart energy and
infrastructure applications.

 

The Company's flagship Omnimesh platform offers highly reliable, self-forming
and self-healing networks, optimised for deployment across diverse geographic
and environmental conditions. Complemented by innovations such as long-range
RF, in-meter gateways, and AI-enhanced cellular connectivity, CyanConnode
provides flexible solutions tailored to evolving utility needs.

 

CyanConnode's Universal Head-End System (UHES) enables seamless integration
across multiple communication technologies, enhancing interoperability and
simplifying network management at scale.

 

As a trusted AMISP and OEM partner, CyanConnode works with utilities, system
integrators, and meter manufacturers through a global, vendor-agnostic
ecosystem. The Company is playing a central role in the digital transformation
of the energy sector, with projects spanning India, Southeast Asia, the Middle
East, and Europe.

 

For more information, please visit www.cyanconnode.com
(http://www.cyanconnode.com/) .

 

 

 

 

 

 

 

 

CEO's Statement

 

Introduction

I am pleased to present our results for the first six months. It has been a
successful period for the business with the Company's contracted order book
standing at £157m at the end of the period. In India the Government's
determination to reduce electricity theft and roll-out its national smart
metering programme is creating positive trading conditions for CyanConnode,
evidenced by the sharp increase in Omnimesh Modules being shipped to customers
and the 32% increase in group revenue versus the same period last year.
Winning the £70 million AMISP Goa contract and subsequently securing full
funding and resourcing for the project may well come to represent an important
inflection point for the business marking the start of a period of long-term
expansion. To that end, in India alone, the Group is pursuing a mix of
potential AMISP and sub-contractor communications projects worth approximately
£231 million.

 

India

 

Market

The Indian smart metering market, the Company's principal focus, continues to
demonstrate strong growth, with over 40 million smart meters deployed across
various states as of October 2025.

 

The government's long-standing target to deploy 250 million smart meters under
the Revamped Distribution Sector Scheme (RDSS) remains the primary driver of
the market. As of mid-2025, approximately 223.7 million consumer smart meters
have been sanctioned under the RDSS.

 

While the RDSS experienced a slower pace of installation than initially
anticipated, and the scheme's completion date has been revised to 2027-28,
additional efforts have been made to accelerate progress. The Union Budget
2025-26 allocated approximately £1.32 billion to support ongoing
infrastructure upgrades and meter deployments. In addition, the basic customs
duty on smart meters was reduced from 25% to 20%, easing the cost burden on
both Distribution Companies (DISCOMs) and manufacturers.

 

Installation rates have improved significantly from an average of
11,000-12,000 meters per day, to a milestone pace of 80,000 meters per day in
January 2025, with expectations to reach 100,000 meters per day, as recently
reported by the Ministry of Power.  The increase in installation and further
funding commitments provides a significant opportunity for suppliers, whilst
the extended RDSS timeline to 2027-28 provides better medium-term visibility
for CyanConnode.

 

Sub-contractor for smart metering projects

CyanConnode currently has 17 projects where it is acting as a sub-contractor
providing smart metering communication systems. During the period, shipments
of Omnimesh modules increased sharply to 893,000 compared with 377,000 in the
same period last year. This is a clear indicator of operational momentum,
reflecting the rate of smart meter installations across our projects.

 

The Company is well placed to bid for further smart metering projects as a
sub-contractor providing communication systems and is targeting an estimated
£45 million worth of these project overs the next 18 months.

 

AMISP (Advanced Metering Infrastructure Service Provider)

In May 2024, CyanConnode India's subsidiary, DigiSmart Networks Private Ltd
was successfully empanelled as an AMISP for both RF and cellular, making it
eligible to bid for smart metering contracts under the Revamped Distribution
Sector Scheme. This was a key milestone for the Group which enabled DigiSmart
to win its first AMISP project in April 2025, a circa £70 million contract in
Goa, which has been fully funded and resourced through an innovative agreement
with a sector specialist multi-national contractor. The project is shortly
expected to become revenue generating and be a key contributor to Group sales
going forward.

 

Having established a track record, in November 2025, the Company raised $5.25
million through a convertible loan note to be used to secure Earnest Money
Deposits ("EMDs") for AMISP tenders on which DigiSmart intends to bid. EMDs
are refundable deposits required when submitting bids under the RDSS,
demonstrating a bidder's commitment to proceed with the project if selected.
The deposits are typically returned following the tender process, except where
a bidder withdraws or fails to complete contractual formalities after being
awarded the contract.

 

 

 

 

Key Active Projects in India

 

Source: CyanConnode Holdings plc

MPWZ - 4 (Jabalpur) | AMISP - MCL -  one of CyanConnode's largest RF-based
smart metering deployments, with over one million smart meters successfully
installed and operating on the Omnimesh RF mesh communication network.

MPWZ - Phase 2 | AMISP - IPCL - involves deploying CyanConnode's Omnimesh RF
communication network across Indore, Madhya Pradesh, with approximately
320,000 meters installed.

SBPDCL - 1 (South Bihar) | AMISP - Genus - supports the rollout of
CyanConnode's Omnimesh RF communication network across South Bihar, with
approximately 120,000 meters deployed to date.

SBPDCL - 2 (South Bihar) | AMISP - IntelliSmart - involves deploying
CyanConnode's Omnimesh RF communication network to support AMI operations in
South Bihar, with approximately 34,000 meters deployed to date.

MSEDCL - Nagpur | AMISP - MCL - involves deploying CyanConnode's Omnimesh RF
communication network across the Nagpur region, with approximately 316,000
meters installed to date out.

DGVCL (Dakshin Gujarat) | AMISP - IntelliSmart - involves deploying
CyanConnode's Omnimesh RF communication network across parts of South Gujarat,
with approximately 277,000 meters deployed to date.

MGVCL (Madhya Gujarat) | AMISP - IntelliSmart - involves deploying
CyanConnode's Omnimesh RF communication network across parts of central
Gujarat, with approximately 116,000 meters deployed to date.

PVVNL (Paschimanchal Vidyut Vitran Nigam Limited) | AMISP - IntelliSmart -
marks the initiation of CyanConnode's Omnimesh RF communication deployment
across Western Uttar Pradesh. Approximately 11,000 meters have been deployed
to date.

MVVNL (Madhyanchal Vidyut Vitran Nigam Limited) | AMISP - IntelliSmart -
represents the initiation of CyanConnode's Omnimesh RF communication
deployment across central Uttar Pradesh. Approximately 5,500 meters have been
deployed to date.

Goa - Statewide Smart Metering Project | AMISP - Digismart Networks - the Goa
statewide smart metering project is a flagship AMI deployment covering
approximately 750,000 consumers across the state. DigiSmart Networks Pvt.
Ltd., a wholly owned subsidiary of CyanConnode, is implementing the project as
the Advanced Metering Infrastructure Service Provider (AMISP), with
CyanConnode delivering the Omnimesh communication network and core AMI
technology.

Projects under FMS (Field Maintenance Services) - in addition to the active
deployments, CyanConnode is currently providing Field Maintenance Services
(FMS) for multiple completed and operational smart metering projects across
India.

APAC and Middle East

As smart metering adoption progresses in the APAC and Middle Eastern regions,
substantial opportunities are emerging for CyanConnode.

 

In August 2025, the Company announced a follow-on order for a project in the
Middle East North Africa ("MENA") region for £1.2 million, which was
delivered and revenue fully recognised during the period. The Company
continues to pursue near-term opportunities in its Rest of World ("ROW")
markets.

 

Addressable market in India

Looking ahead, the pipeline of opportunities in India remains substantial. The
Total Addressable Market ("TAM") for AMISP projects currently stands at
approximately 104.9 million smart meters, representing an estimated value of
£9.8 billion, which have been sanctioned but are yet to be awarded.
DigiSmart's Serviceable Available Market ("SAM") comprises around 9 million
meters, with an estimated value of £837 million. Within this framework,
CyanConnode's SAM for just communications (i.e. as a subcontractor) is
estimated at approximately £254 million.

 

CyanConnode's Serviceable Obtainable Market (SOM) over the next 18 months for
communications alone (i.e. acting as a subcontractor) is expected to be
approximately £45 million. For DigiSmart AMISP, the SOM over the same period
is expected to be approximately £186 million, providing a substantial £231
million near-term pipeline to support continued revenue growth.

 

Based on an estimated market size of approximately 250 million smart meters,
the values in the table below represent potential order values and are in
addition to the Company's existing contracted order book.

 

1. TAM (Total Addressable Market) - The total addressable market in India in
relation to the Company's products and services. 2. SAM (Serviceable Available
Market) - The maximum portion of the TAM that the Company could serve, taking
into account practical and operational constraints. 3. SOM (Serviceable
Obtainable Market) - The share of the SAM that the Company is targeting to
capture within the next approximately eighteen months. 4. AMISP values are
based upon the Goa project per-meter price.

 

Board Changes

In May 2025, the Company made the decision to separate the positions of
Chairman and CEO, welcoming independent Non-Executive Director Björn Lindblom
to the role of Non-Executive Chairman. John Cronin transitioned from Executive
Chairman to Group CEO, allowing him to focus on driving the operational
development of the business. This separation enhances the Company's
governance, as well as Board independence.

 

Industry Events

During the period, CyanConnode showcased its solutions internationally at key
industry events, including Enlit Africa in Cape Town. The Company also
co-sponsored the 8th Annual Conference on Smart Metering in Utilities in New
Delhi, and exhibited at Middle East Energy 2025 in Dubai, where it acted as
Silver Conference Sponsor at the Leadership Summit.

 

Outlook

 

The successful execution of existing projects, positions CyanConnode for a
period of sustained growth and market expansion. In H2 2026, the Goa AMISP
contract is expected to become revenue generating, which is likely to have a
positive impact on trading for the year. Overall, while recognising that the
precise timing of revenue recognition remains dependent on project schedules,
the Board is encouraged by the Group's strong contracted order book standing
at £157 million at the period end and pipeline visibility.

 

 

 

 

Financial review

 

Key figures

                                   H1 FY 2026   H1 FY 2025

                                   £'000        £'000        % Change
 Revenue                           7,443        5,629        + 32%
 Gross profit                      1,859        2,336        - 20%
 Operating costs                   (4,978)      (4,424)      - 13%
 Other operating income            134          -            +100%
 Operating loss                    (2,985)      (2,088)      - 43%
 EBITDA                            (2,658)      (1,901)                  - 40%
 Adjusted EBITDA                   (1,894)      (1,597)      - 19%
 Cash                              1,625        3,714        - 56%
 Basic and diluted loss per share  0.86p        0.71p        + 21%

 

Revenue, Gross Margin and Operating Costs

Revenue for H1 FY 2026 increased compared to the revenue for the same period
of FY 2025, driven largely by increased deployments (893,000 modules shipped
in H1 FY 2026 compared to 377,000 in the same period of FY 2025). Reduction in
gross margin percentage from 41% in H1 FY 2025 to 25% in H1 FY 2026 (FY 2025:
35%) was partly due to the decreased software and services revenue as a
proportion of total revenue and partly due to lower than usual pricing on
certain contracts which were agreed to in anticipation of the Company's new
product suite. Margins will improve substantially once the Company commences
shipping of its new products such as FG28 module, cellular modules and
In-Meter Gateways, which have significantly lower costs. We are targeting
overall project margins of upwards of 35% following commencement of
deployments using the new products, with this margin varying across the course
of each project (driven by more lower margin hardware being shipped in the
first two years of the project). With the use of In-Meter Gateways, gateway
installation and maintenance costs will be substantially reduced.

 

An increase in operating costs from £4.4m in H1 FY 2025 to £5m in H1 FY 2026
was driven by £0.9m of foreign exchange losses partly as a result of
translation of accounts. Operating loss of £3m (H1 FY 2025 loss: £2.1m) was
also driven by the £0.9m of foreign exchange losses

 

Cash

Cash and cash equivalents at end of period was £1.6m (FY 2025: £3.7m),
excluding £6 million held in a fixed deposit at ICICI Bank in London,
securing an overdraft facility in India for the same amount.

 

During the period the Company raised $15 million through two convertible loan
notes for $7.5 million each supporting the Group's working capital
requirements and ability to pursue further contract tenders.  A further $5.25
million was raised from the same investor after period end to secure Earnest
Money Deposits ("EMDs") for AMISP tenders on which DigiSmart intends to bid.

 

Accounts receivable

A total of £7.4m cash was collected from customers during the period
(compared to £7.3m for the same period in FY 2025), and a further £1.6m
since the period end. In the period, our non-current trade receivables such as
contract assets, reported in the non-current assets part of the balance sheet,
increased to £6.0m (FY 2025: £3.3m), where revenue has been recognised in
accordance with IFRS 15, and will be paid for over the period of the contract.
The remainder of trade receivables included in non-current assets related to
accrued income from contracts. Approximately 23% of cash collection during H1
FY 2026 related to trade receivables from FY 2025 and a further 17% of FY 2025
trade receivables has been collected since period end.

 

Consolidated income statement

                                                                                   Note                           Unaudited             Unaudited                       Audited

                                                                                                                   6 months to          6 months to                     12 months to

                                                                                                                  30 September          30 September                    31 March

                                                                                                                  2025                  2024                            2025

                                                                                                                  £000                  £000                            £000
 Continuing operations
 Revenue                                                                                                          7,443                 5,629                           14,177
 Cost of sales                                                                                                    (5,584)               (3,293)                         (9,239)
 Gross profit                                                                                                     1,859                 2,336                           4,938
 Other operating costs                                                                                            (4,978)               (4,424)                                         (9,053)
 Other operating income                                                                                           134                   -                               268
 Operating loss                                                                                                   (2,985)               (2,088)                                         (3,847)

 Amortisation and depreciation                                                                                    417                   187                             396
 Share based payments                                                                                             (226)                 (24)                            220
 Inventory impairment                                                                                             -                     5                               17
 Impairment of intangible assets                                                                                  -                     -                               -
 Foreign exchange losses/(gains)                                                                                  900                   323                             393
 Adjusted EBITDA                                                                                                  (1,894)               (1,597)                         (2,821)

 Finance income                                                                                                   98                    -                               216
 Financing costs                                                                                                  (187)                 (33)                            (106)
 Loss before tax                                                                                                  (3,074)               (2,121)                         (3,737)
 Tax credit                                                                                                       -                     -                               (88)
 Loss for the period                                                                                              (3,074)               (2,121)                         (3,825)
 Loss per share (pence)
 Basic                                                                                               3            (0.86)                (0.71)                          (1.17)
 Diluted                                                                                             3            (0.86)                (0.71)                          (1.17)

 

 

Consolidated statement of comprehensive income

Derived from continuing operations and attributable to the equity owners of
the Company

 

                                                            Unaudited         Unaudited      Audited

                                                            6 months to       6 months to    12 months to

                                                            30 September      30 September   31 March

                                                            2025              2024           2025

                                                            £000              £000           £000
 Loss for the period                                        (3,074)           (2,121)        (3,825)
 Exchange differences on translation of foreign operations  (280)             (311)                                 (234)
 Total comprehensive income for the year                    (3,354)           (2,432)        (4,059)

Consolidated statement of financial position

 

                                            Unaudited      Unaudited      Audited

 As at                                      30 September   30 September   31 March

                                            2025           2024           2025

                                            £000           £000           £000
 Non-current assets
 Intangible assets                          4,639          4,179          4,529
 Goodwill                                   1,930          1,930          1,930
 Property, plant and equipment              251            182            188
 Right of use asset                         310            412            363
 Other financial assets (note 5)            1,425          49             443
 Trade and other receivables (note 4)       6,101          3,326          5,500
 Total non-current assets                   14,656         10,078         12,953
 Current assets
 Inventories                                3,241          1,652          2,290
 Trade and other receivables (note 4)       15,595         8,270          11,745
 R&D tax credit receivables                 491            229            367
 Other financial assets (note 5)            6,000          -              2,500
 Cash and cash equivalents                  1,625          3,714          3,332
 Total current assets                       26,952         13,865         20,234
 Total assets                               41,608         23,943         33,187
 Current liabilities
 Trade and other payables                   (9,488)        (6,076)        (9,902)
 Short-term borrowing (note 6)              (6,244)        (158)          (6,731)
 Corporation tax liabilities                (889)          (477)          (956)
 Lease liabilities                          (119)          (113)          (118)
 Total current liabilities                  (16,740)       (6,824)        (17,707)
 Net current assets                         10,212         7,041          2,527
 Non-current liabilities
 Lease liabilities                          (184)          (305)          (245)
 Deferred tax liability                     (28)           (252)          (11)
 Long-term borrowing (note 6)               (13,022)       -              -
 Other payables                             (125)          (83)           (135)
 Total non-current liabilities              (13,359)       (640)          (391)
 Total liabilities                          (30,099)       (7,464)        (18,098)
 Net assets                                                               15,089

                                            11,509         16,479
 Equity
 Share capital                              7,178          7,178          7,178
 Share premium account                      84,894         84,152         84,411
 Own shares held                            (3,525)        (3,259)        (3,525)
 Share option reserve                       923            1,388          1,632
 Translation reserve                        (574)          (371)          (294)
 Accumulated losses                         (77,387)       (72,609)       (74,313)
 Total equity being equity attributable to                                15,089

 owners of the Company                      11,509         16,479

Consolidated statement of changes in equity
                                            Share Capital £000                                                                 Translation Reserve          Retained Losses £000        Total Equity £000

                                                                   Share     Own Shares Held   Share Option Reserve   £000

                                                                   Premium   £000              £000

                                                                   Account

                                                                    £000
 Balance at 31 March 2024                   5,982                  80,196    (3,611)           1,412                  (60)                                  (70,488)                    13,431
 Loss for the period                        -                      -         -                 -                      -                                     (2,121)                     (2,121)
 Other comprehensive income for the period  -                      -         -                 -                      (311)                                 -                           (311)
 Total comprehensive income for the period  -                      -         -                 -                      (311)                                 (2,121)                     (2,432)
 Issue of share capital                     1,196                  3,956     352               -                      -                                     -                           5,504
 Credit to equity for share options         -                      -         -                 (24)                   -                                     -                           (24)
 Total transactions with owners             1,196                  3,956     352               (24)                   -                                     -                           5,480
 Balance at 30 September 2024               7,178                  84,152    (3,259)           1,388                  (371)                                 (72,609)                    16,479
 Loss for the period                        -                      -         -                 -                      -                                     (1,704)                     (1,704)
 Other comprehensive income for the period  -                      -         -                 -                      77                                    -                           77
 Total comprehensive income for the period  -                      -         -                 -                      77                                    (1,704)                     (1,627)
 Issue of share capital                     -                      (8)       (352)             -                      -                                     -                           (360)
 Disposal of shares                         -                      267       86                -                      -                                     -                           353
 Debit to equity for share options          -                      -         -                 244                    -                                     -                           244
 Total transactions with owners             -                      259       (266)             244                    -                                     (1,704)                     237
 Balance at 31 March 2025                   7,178                  84,411    (3,525)           1,632                  (294)                                 (74,313)                    15,089
 Loss for the period                        -                      -         -                 -                      -                                     (3,074)                     (3,074)
 Other comprehensive income for the period  -                      -         -                 -                      (280)                                 -                           (280)
 Total comprehensive income for the period  -                      -         -                 -                      (280)                                 (3,074)                     (3,354)
 Transfer of warrants lapsed                -                      483       -                 (483)                  -                                     -                           -
 Credit to equity for share options         -                      -         -                 (226)                  -                                     -                           (226)
 Total transactions with owners             -                      483       -                 (709)                  -                                     -                           (226)
 Balance at 30 September 2025               7,178                  84,894    (3,525)           923                    (574)                                 (77,387)                    11,509

Consolidated cash flow statement

                                                                 Unaudited                                                                 Unaudited                                                   Audited

                                                                                    6 months to                                                                6 months to                             12 months to

                                                                                 30 September                                                               30 September                               31 March

                                                                                                2025                                                          2024                                     2025

                                                                    £000                                                                       £000                                                     £000
 Net cash outflow from operating activities (Note 5)            (9,081)                                                                    (1,801)                                                     (5,540)
 Investing activities
 Interest received                                              5                                                                          -                                                           16
 Purchases of property, plant and equipment                     (108)                                                                      (69)                                                        (121)
 Disposals of property, plant and equipment                                                                                                -                                                           15
 Purchases of intangible assets                                 (333)                                                                      (495)                                                       (927)
 Sale of other financial assets                                 -                                                                          2                                                           -
 Net cash used in investing activities                          (436)                                                                      (562)                                                       (1,017)
 Financing activities
 Interest paid on borrowings                                    (178)                                                                      -                                                           (81)
 Proceeds on sales of shares                                                                                                               -                                                           353
 Money put on deposit as security                               (4,482)                                                                    -                                                           (2,943)
 Cash inflow from borrowings                                    13,267                                                                     -                                                           5,000
 Cash outflow from borrowings                                   (5,245)                                                                    -                                                           -
 Cash inflow from directors' loan                               -                                                                          -                                                           1,060
 Cash outflow from directors' loan                              -                                                                          -                                                           (660)
 Cash net inflow/(outflow) from debt factoring                  -                                                                          158                                                         -
 Loan repayment                                                 -                                                                          -                                                           -
 Capital repayments of lease liabilities                        (54)                                                                       (52)                                                        (111)
 Interest paid on lease liabilities                             (10)                                                                       (13)                                                        (25)
 Proceeds on issue of shares                                    -                                                                          5,383                                                       5,383
 Share issue costs                                              -                                                                          (231)                                                       (239)
 Net cash from financing activities                             3,298                                                                      5,245                                                       7,737
 Net increase/(decrease) in cash and cash equivalents           (6,219)                                                                    2,882                                                       1,180
 Effects of exchange rate changes on cash and cash equivalents  -                                                                          49                                                          38
 Cash and cash equivalents at beginning of period               2,001                                                                      783                                                         783
 Cash and cash equivalents at end of period                     (4,218)                                                                    3,714                                                       2,001

 Analysis of changes in net /cash debt
                                                                                         At 1 April 2024          Cash flow                At 1 April 2025                         Cash flow           At 30 September 2025
 For the 6 months ended 30 September 2025                                                £'000                    £'000                    £'000                                   £'000               £'000

 Cash and cash equivalents                                                               783                      2,549                    3,332                                   (1,706)             1,626
 Bank overdraft                                                                          -                        (1,331)                  (1,331)                                 (4,513)             (5,844)
 Cash and cash equivalents                                                               783                      1,218                    2,001                                   (6,219)             (4,218)

Notes to the Accounts

 

1.      Basis of Preparation

The interim financial statements are for the six months ended 30 September
2025. They do not include all the information required for full annual
financial statements and should be read in conjunction with the consolidated
financial statements of the Group for the year ended 31 March 2025, which have
been filed at Companies House. The Group's auditor issued a report on those
financial statements that was unqualified and did not contain a statement
under section 498(2) or section 498(3) of the Companies Act 2006, however, the
auditor's report emphasized the uncertainty around the Group's ability to
continue as a going concern.

 

These interim financial statements have been prepared in accordance with
accounting policies which are consistent with the measurement requirements of
UK-adopted International Accounting Standards. These financial statements have
been prepared under the historical cost convention.

 

These interim financial statements have been prepared in accordance with the
accounting policies adopted in the last annual financial statements for the
year to 31 March 2025. The accounting policies have been applied consistently
throughout the group for the purpose of preparing these interim financial
statements and are expected to be followed throughout the year ending 31 March
2026.

 

2.      Going Concern

To assess the ability of the Group to continue as a going concern, the
Directors have prepared a business plan and cash flow forecast for the period
to 31 March 2027 which, together, represent the Directors' best estimate of
the future development of the Group. The forecast contains certain
assumptions, the most significant of which are the level and timing of sales
and the timing of customer payments. These detailed cashflow scenarios include
Letters of Credit which have been secured from the customers against contracts
and convertible loan notes recently secured.

 

The Group's business activities, together with the factors likely to affect
its future development, performance and position, have been considered in
depth as part of the Directors' assessment of the Group's ability to continue
as a going concern. The Directors have reviewed detailed trading forecasts for
H2 of FY 2026. At 30 September 2025 the Group had cash reserves of £1.6
million (31 March 2025: £3.3 million). Based on detailed cash flow provided
to the Board to cover the period to 31 March 2027, there is sufficient cash
for a period of at least 12 months from the date of approval of this report,
with forecasts prepared in line with its standard operating model. The Company
continues to discuss potential working capital funding facilities with banks
and other financial institutions, particularly in India. The Company has been
approached with alternative sources of finance, to support growth, such as
secured loans, which it could accept should such a requirement arise. It also
continues to discuss options of taking equity into its subsidiary in India.

The Company received a R&D tax credit of £340,858 from HMRC in October
2025. An advance loan of £400,000 received in February 2025 was in place
against this R&D tax credit and was repaid in October 2025 out of the
proceeds of the tax credit received.

Notwithstanding the material uncertainties described above, which may cast
significant doubt on the ability of the Group to continue as a going concern,
on the basis of sensitivities applied to the cash flow forecast, the directors
have a reasonable expectation that the company can continue to meet its
liabilities as they fall due, for a period of at least 12 months from the date
of approval of this report.

 

3.      Loss per Share

The calculation of the basic and diluted loss per share is based on the
following data:

                                                                               Unaudited                               Unaudited                               Audited

                                                                                       6 months to                     6 months to               12 months to

                                                                                    30 September                       30 September                            31 March

                                                                                                2025                   2024                                           2025
 Loss for the purposes of basic loss per share being net loss attributable to  (3,074)                                 (2,121)                   (3,825)
 equity holders of the parent (£000)
 Weighted average number of ordinary shares for the purposes of basic and      358,174,092                             297,056,605               326,247,246
 diluted loss per share
 Loss per share (pence)                                                        (0.86)                                  (0.71)                    (1.17)

 

Notes to the Accounts continued

 

The denominations used are the same as those detailed above for both basic and
diluted earnings per share from continuing operations. However, in accordance
with IAS 33 "Earnings Per Share", potential ordinary shares are only
considered dilutive when their conversion would decrease the profit per share
or increase the loss per share from continuing operations attributable to the
equity shareholders.

 

4.                      Trade and Other Receivables

                              Unaudited                               Unaudited                Audited

                                      6 months to                     6 months to              12 months to

                                   30 September                       30 September                        31 March   2025

                                               2025                   2024
                                  £000                                    £000                     £000
 Non-current

 Contract assets              4,029                                   2,812                    4,055
 Other non-current assets     2,072                                   514                      1,445
 Trade and other receivables  6,101                                   3,326                    5,500

 

 Current

 Trade receivables: amount receivable for the sale of goods and services 1   9,737   6,882  7,731
 (#_ftn1)
 Allowance for expected credit losses                                        (159)   (127)  (160)
                                                                             9,578   6,755  7,571
 Contract assets                                                             1       854    1,309
 Other receivables                                                           5,934   603    2,686
 Prepayments                                                                 82      58     179
 Trade and other receivables                                                 15,595  8,270  11,745

 

 

5.      Other financial assets

 

 

                         Unaudited                               Unaudited                Audited

                                 6 months to                     6 months to              12 months to

                              30 September                       30 September                        31 March      2025

                                          2025                   2024
                             £000                                    £000                     £000
 Non-current

 Bank securities         1,425                                   -                        443
 Other financial assets       1,425                              -                        443

Notes to the Accounts continued

 

 Current

 Bank securities         6,000  -  2,500
 Other financial assets  6,000  -  2,500

 

CyanConnode Holdings Plc has entered an agreement with ICICI Bank UK Plc to
provide a Letter of Credit to ICICI Bank India to guarantee the working
capital facility for CyanConnode Private Limited. A charge has been registered
with Companies House for CyanConnode Holdings Plc whereby ICICI Bank UK Plc
has first fixed charge over the account balances and all other rights, titles
and interest of CyanConnode Holdings Plc in and to the deposit account.

 

6.      Borrowings

                       Unaudited                                      Unaudited                Audited

                               6 months to                            6 months to              12 months to

                            30 September                              30 September                        31 March   2025

                                        2025                          2024
                           £000                                           £000                     £000
 Long-term borrowings

 Other loans           13,022                                         -                        -
 Long-term borrowings                      13,022                     -                        -

 

 Short-term borrowings

 Loan from director     400                                                             158                                                                       400
 Other loans                                           -                                                           -                                           5,000
 Bank overdraft           5,844                                                         -                                                           1,331
 Short-term borrowings  6,244                                                           158                                                     6,731

 

During the period, CyanConnode Holdings received $15 million from Smart
Sustainability Solutions Limited (the "Lender"), split into two convertible
loan notes of $7.5 million each. The first $7.5 million was received in May
2025 and the second $7.5 million was in July 2025. The parties have executed
Convertible Loan Note instruments under which the Lender has advanced these
amounts to CyanConnode Holdings Plc. The first $7.5 million was used to repay
the £5 million short-term loan, received in March 2025 from Axia Investments
Limited.

 

Interest will be charged at 7% per annum. Repayment of the first $7.5 million
is due at the earliest of April 2028 and no later than April 2030, after which
the Lender is entitled to convert the shares into equity if the loan is not
repaid. Repayment of the second $7.5 million is due to be repaid at the
earliest date of July 2028 and no later than July 2030 after which the Lender
is entitled to convert the loan into equity if not repaid.

 

In February 2025, the Company received advance loans for £400,000 in
aggregate from two Directors against its R&D tax credit. These loans were
repaid in October 2025 out of the funds received from HMRC for the group's
R&D tax credit. No loans are currently outstanding to Directors of the
Company.

 

In March 2025, the Company received a short-term, unsecured loan for £5m from
its shareholder Axia Investments Limited to support near-term opportunities to
grow the business. Interest is charged at 15% per annum. The term of the loan
was set at three months with the option to extend a further three months under
certain circumstances at the Company's discretion. The loan was repaid in June
2025.

 

 

Notes to the Accounts continued

 

7.      Reconciliation of Operating Loss to Operating Cash Flows

 

                                                            Unaudited                                                           Unaudited                                                              Audited

                                                                              6 months to                                                         6 months to                                      12 months to

                                                                           30 September                                                        30 September                                                            31 March

                                                                                          2025                                                                2024                                                            2025

                                                                   £000                                                                £000                                                           £000
 Operating loss for the period                             (2,985)                                                             (2,088)                                                             (3,847)
 Adjustments for:
 Depreciation of property, plant and equipment             45                                                                  55                                                                  128
 Amortisation of intangible assets                         319                                                                 75                                                                  157
 Depreciation on right of use assets                       53                                                                  57                                                                  111
 Share-option payment expense                              (226)                                                               (24)                                                                220
 R&D tax credit                                            -                                                                   (224)                                                               -
 Operating cash flows before movements in working capital  (2,794)                                                             (2,149)                                                             (3,231)
 (Increase)/decrease in inventories                        (951)                                                               34                                                                  (621)
 (Increase)/decrease in receivables                        (4,727)                                                             1,980                                                               (3,688)
 (Decrease)/increase in payables                           (425)                                                               (2,378)                                                             1,500
 Cash outflows from operating activities                   (8,897)                                                             (2,513)                                                             (6,040)
 Income taxes received                                                              (184)                                                               712                                        500
 Net cash outflow from operating activities                   (9,081)                                                             (1,801)                                                          (5,540)

 

8.      Post Balance Sheet Event

In November 2025 the Company entered into a further US$5.25 million unsecured
convertible loan note agreement (the "Loan Note") with Smart Sustainability
Solutions Limited (the "Lender"), a Middle Eastern climate technology company,
that is a wholly owned subsidiary of a publicly listed, Abu Dhabi based global
investment group. The Loan Note follows two similar agreements with the Lender
completed earlier this year, which together totalled US$15.0 million.

 

Interest will be charged at 7% per annum, payable on redemption or at the time
of conversion. The term of the Loan Note is 60 months, and it can be repaid at
any time between the date of agreement and 60 days from date of issuance at
the election of the Company.

 

If the Loan Note has not been redeemed during its term, the principal,
together with any accrued but unpaid interest, may be converted after the
60-month maturity date into equity in CyanConnode or one or more of its
subsidiaries, associates, or group companies. Conversion is at the election of
the Lender but subject to mutual agreement with the Company regarding the
conversion price and the entity or entities into which it may convert. Any
conversion into CyanConnode equity shall not result in a breach of Rule 9 of
the UK Takeover Code.

 

 

9.      Interim Results

The Group's Interim Results report will be available for download on the
Group's website, www.cyanconnode.com. The report will not be posted to
shareholders.

 

 

 

 1  (#_ftnref1) £1,916k of trade receivables has been collected via invoice
discounting and reflected as short-term borrowings in the balance sheet as
required by IFRS. The net value of trade receivables in the current section of
the balance sheet after taking this into account is therefore £9,737k less
£1,916k = £7,821k (FY 2025 £6,882k less £158k = £6,724)

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