REG - essensys PLC - Half year results
17/04/2026 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260417:nRSQ8405Aa&default-theme=true
RNS Number : 8405A essensys PLC 17 April 2026
17 April 2026
essensys plc
("essensys", the "Company" or the "Group")
Half year results
essensys plc (AIM:ESYS), the leading global provider of software and
technology to the flexible workspace industry, announces its unaudited results
for the six months ended 31 January 2026 ("H1 26"). All information relates to
this period, unless otherwise specified.
Operational Highlights
· Restructuring implemented to enable greater focus on essensys Platform and
elumo, delivering positive change and cost efficiencies
· Enhanced customer support and monitoring delivered, transforming user
experience - significantly reducing network issues and time to resolution
· Strategic partnership with OfficeRnD launched, enhancing existing customer
retention and accelerating sales cycles across both elumo and the essensys
Platform
· First cohort of elumo sites live. Customer interest remains strong, although
elongated sales cycles and slower adoption rates impacted sales in H1 26
Financial Highlights
· Positive adjusted EBITDA(1) of £0.1m (H1 25: £0.8m) maintained, reflecting
essensys' simplified operational structure
· Revenue reduced by 25% to £7.8m (H1 25: £10.4m), primarily due to the
continued downsizing of a single large strategic(2) customer, as previously
guided, as well as property portfolio rationalisation as customers focus on
their more profitable sites and the anticipated impact of churn from both our
smaller non-strategic customers and from our Cloud business
· essensys remains debt free with net cash of £0.9m at 31 January 2026.
Discussions remain ongoing to secure a debt facility and the Group maintains a
strong focus on cash management
Offer from essensys Bidco Limited
· Post period end, on 24 February 2026, the Independent Directors (being the
essensys Directors other than Mark Furness) announced that they had agreed the
terms for a recommended cash offer for essensys of 17 pence per share, to be
made via a takeover offer by a newly incorporated vehicle backed by Mark
Furness and other members of a concert party (the "Offer")
· The latest time and date for the Offer to become or be declared unconditional
is 5.00 p.m. on 8 May 2026
James Lowery, Chief Executive Officer of essensys, commented:
"Although we have experienced financial headwinds over the past six months, we
have made significant progress in executing our strategy with a clear focus on
meeting the needs of our customers, while driving new customer acquisition. We
have restructured the business to provide greater focus across our two core
products, transformed our customer support function and successfully delivered
the first cohort of elumo customers. Alongside this, we have maintained a
disciplined approach to capital allocation and operational efficiency while
continuing to invest in the development of our solutions. These actions have
established a solid foundation for future growth.
"The period has also seen the recommended cash offer for the Company from our
Founder, Mark Furness. The Independent Directors believe that this offer will
facilitate clear strategic and operational benefits for essensys's internal
and external stakeholders, including the employees and customers of essensys
and provides a fair and reasonable value and a certain exit opportunity for
shareholders."
Financial Summary:
£m unless otherwise stated Six months to January 2026 Six months to January 2025 Change
Revenue 7.8 10.4 -25%
Recurring revenue(3) 7.0 9.2 -24%
Run Rate Annual Recurring Revenue (ARR)(3) 12.7 16.8 -24%
Revenue at constant currency(4) 8.0 10.4 -23%
Recurring revenue at constant currency 7.2 9.2 -23%
Run Rate ARR at constant currency 13.0 16.8 -22%
Adjusted EBITDA(1) 0.1 0.8
Statutory loss before tax (1.7) (1.8)
Loss per share (pence) (2.58)p (3.00)p
Net Cash 0.9 2.2
Notes
1. Adjusted EBITDA is earnings before tax, depreciation, amortisation,
exceptional items and other non-trading items, such as share option charges
2. Strategic customers are those customers who have potential for at least $1m
annual recurring revenue ("ARR")
3. See CFO review below for description and breakdown
4. Current period revenue and/or costs translated into GBP using the average
exchange rate for the comparative prior period
For further information, please contact:
essensys plc +44 (0)20 3102 5252
James Lowery, Chief Executive Officer
Greg Price, Chief Financial Officer
Canaccord Genuity Limited (Nominated Adviser and Broker) +44 (0)20 7523 8000
Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Halley-Stott
Gracechurch Group
Heather Armstrong / Alexis Gore / Rebecca Scott +44 (0)20 4582 3500
Prior to publication the information communicated in this announcement was
deemed by the Company to constitute inside information for the purposes of
article 7 of the Market Abuse Regulation (EU) No 596/2014 as amended by
regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310''. With the publication of this announcement, this information is now
considered to be in the public domain.
About essensys plc
essensys is the leading provider of software and technology to landlords and
flexible workspace operators. Founded in 2006 and admitted to trading on the
AIM market since 2019, essensys' mission is to power the world's largest
community of flexible, technology-driven spaces. Under new leadership, the
Company has simplified its go-to-market strategy around two core offerings:
essensys Platform and elumo.
essensys Platform is a SaaS platform that delivers enterprise-grade Wi-Fi
seamlessly across portfolios of multi-tenant workspaces, while providing data
insights to optimise performance. The Group's latest offering, elumo, provides
customers with a new way to manage and monetise bookable spaces. The
integrated bookings and access solution transforms meeting rooms and shared
spaces from operational headaches into revenue-generating assets.
With customers in the UK, Europe, North America and APAC, essensys is
deploying a simplified go-to-market strategy, positioning the business for
long-term growth in the flexible workspace and commercial real estate market.
Chief Executive Officer's Report
The last six months have been a period of disciplined focus for the Company,
driving strategic execution and operational efficiency to ensure that the
business is well positioned to deliver against its long-term vision. To
strengthen the Group's solutions offering and enhance customer experience, the
Group implemented a restructuring to sharpen focus on essensys Platform and
elumo. This has delivered greater organisational clarity alongside improved
cost efficiencies, positioning the business to further improve its market
position.
Alongside this, the Group introduced an enhanced approach to customer support
and network monitoring, materially improving the user experience through
proactive network issue identification and faster resolution times. The launch
of a strategic partnership with OfficeRnD has further strengthened the Group's
go-to-market capabilities, which the Directors expect to support improved
customer retention and accelerate sales cycles across both core products.
Customer interest in elumo remains strong, with the first cohort of sites now
live. However, as anticipated in the current market environment, elongated
sales cycles and a slower pace of adoption have impacted sales in the first
half. Notwithstanding this, the Board believes that the actions taken during
the period have established a strong foundation for future growth.
As announced in November 2025, essensys received a potential offer from the
Group's Founder, Mark Furness, which has since progressed to a recommended
cash offer following the period end.
Post period end, and following detailed consideration of the potential
execution risks and capital requirements associated with the Company's
strategy, the Independent Directors have concluded that the Offer represents a
fair and reasonable outcome that aligns with both the needs of the business
and the long-term value recognised within essensys.
Financial Performance
Revenue for H1 26 was £7.8m (H1 25: £10.4m), with Adjusted EBITDA of £0.1m
(H1 25: £0.8m). Performance was supported by a continued disciplined approach
across the business and the delivery of a number of cost efficiencies, with
the previously announced restructuring beginning to yield tangible benefits.
During the period, the Group continued to operate against a backdrop of
challenging macroeconomic conditions across the sector, which have contributed
to elongated sales cycles and a slower pace of adoption of the Group's latest
product, elumo.
Evolving Flexible Real Estate Market
Hybrid working has become an established model for many organisations, with
global office utilisation rising to approximately 53% in 2026, up from 38% in
2024, according to research from CBRE¹. At the same time, the flexible
workspace sector continues to expand, with industry forecasts indicating that
flexible offices will grow from around 12% of the London office market today
to approximately 20% by 2030, reflecting sustained occupier demand for more
adaptable workplace solutions and increased participation from landlords.
Alongside this structural shift, the office market continues to experience a
pronounced "flight to quality", as occupiers prioritise modern,
technology-enabled buildings capable of supporting hybrid working and enhanced
workplace experiences.
While these long-term drivers support demand for digital infrastructure and
connectivity platforms across commercial buildings, the sector continues to
operate within a cautious macroeconomic environment. Elevated financing costs,
inflationary pressures and geopolitical uncertainty have led many real estate
operators to adopt a more measured approach to capital allocation and
expansion, contributing to longer decision cycles and a continued focus on
portfolio optimisation across the industry.
¹2026 Global Workplace & Occupancy Insights | CBRE
(https://www.cbre.com/insights/reports/2026-global-workplace-and-occupancy-insights)
Customers and Go to Market
To strengthen new customer acquisition, reduce customer churn and reflect the
differing maturity levels of the Group's two core products, management
reorganised the business around their specific requirements. A dedicated and
agile team was established to prioritise new business generation and
accelerate the adoption of elumo, while a focused essensys Platform team was
tasked with deepening customer relationships, enhancing service delivery and
proactively managing customer retention.
The revised structure has progressed well and is beginning to deliver the
intended benefits, supporting improved commercial momentum while enabling a
sharper focus across both product lines. In parallel, essensys has maintained
a strong emphasis on enhancing the overall customer experience and
strengthening its support offering across the business. Through targeted
initiatives in customer success, support and service delivery processes, the
Group has improved responsiveness, reliability and the quality of engagement
with its customers. These initiatives have translated into improved customer
satisfaction, reflecting higher levels of engagement and improved service
outcomes. essensys views customer experience as a key differentiator and will
continue to prioritise initiatives that deepen customer relationships and
support long-term customer retention.
Product Innovation
During the period, the Group made strong progress in enhancing its product
offering and strengthening its go-to-market approach. A key milestone was the
launch of a strategic partnership with OfficeRnD for both elumo and essensys
Platform. By integrating with a widely adopted workspace management system,
essensys can embed its solutions more deeply within customers' operating
environments, enhancing the overall value proposition, supporting improved
customer retention and creating a more seamless route to adoption.
The Group has further strengthened elumo's proposition through the
introduction of wireless access solutions, including wireless handles and
locks. These developments simplify deployment, reduce reliance on complex
infrastructure and enable faster, more scalable roll-outs, accelerating time
to value for customers.
Together, the Directors believe that these initiatives position elumo and the
essensys Platform at the forefront of innovation in the flexible workspace
sector. elumo's intelligent IoT gateway provides a strong foundation for
further development, enabling the capture of real-time sensor data and
creating additional opportunities to enhance how customers manage, monetise
and optimise their spaces.
Changes to the Board
As announced on 28 January 2026, Greg Price, Chief Financial Officer, informed
the Board of his decision to resign from the Company to take up the role of
Chief Financial Officer with Cerillion plc, the billing, charging and customer
relationship management software solutions provider. Greg will stay with the
Company until the end of April 2026 and will assist the Board during this
period to enable an orderly handover.
Offer from essensys Bidco Limited
On 28 November 2025, the Company announced that its Founder and Non-Executive
Director, Mark Furness, had submitted a preliminary, indicative and
non-binding proposal for a possible all-cash offer for the entire issued and
to be issued share capital of the Company.
Post period end, on 24 February 2026, the Independent Directors announced that
they had agreed the terms of a recommended cash offer at 17 pence per share,
representing a premium of approximately 9.7% to the closing share price on 27
November 2025 (the last business day prior to the commencement of the offer
period). The latest time and date for the Offer to become or be declared
unconditional is 5.00 p.m. on 8 May 2026. The Company will continue to keep
shareholders updated as appropriate.
The Independent Directors believe that the acquisition will provide the Group
with improved access to capital, remove public company costs, provide a more
stable platform for staff and ultimately create a stronger platform to achieve
the Group's growth aspirations.
James Lowery
Chief Executive Officer
17 April 2026
Chief Financial Officer's Report
The unaudited financial results included in this announcement cover the
Group's consolidated activities for the six months ended 31 January 2026. The
comparatives for the previous six months were for the Group's consolidated
activities for the six months ended 31 January 2025.
Financial Key Performance Indicators
£'m unless otherwise stated Six months to January Six months to January Change
2026 2025
Group Total Revenue 7.8 10.4 -25%
North America 3.7 5.8 -36%
UK & Europe 3.1 3.8 -18%
APAC 1.0 0.8 24%
Recurring Revenue(1) 7.0 9.2 -24%
North America 3.4 5.3 -35%
UK & Europe 2.9 3.3 -14%
APAC 0.7 0.6 17%
Recurring Revenue %age of Total 89.0% 88.4%
Run Rate Annual Recurring Revenue(1) 12.7 16.8 -24%
Recurring Revenue at constant currency 7.2 9.2 -23%
North America 3.6 5.3 -32%
UK & Europe 2.9 3.3 -14%
APAC 0.7 0.6 19%
Run Rate ARR 13.0 16.8 -22%
Non-recurring revenue 0.8 1.2 -29%
Gross Profit 5.0 6.1 -18%
Gross Profit percentage 63% 59%
Recurring Revenue margin %age 65% 61%
Operating Expenses (4.9) (5.3)
Adjusted EBITDA(2) 0.1 0.8
Statutory loss before tax (1.7) (1.8)
Cash 0.9 2.2
(1) See Revenue section for explanation
(2) See Adjusted EBITDA explanation below
Revenue
Group total revenue decreased by 25% to £7.8m in H1 26 (H1 25: £10.4m),
primarily due to the downsizing of a single large strategic customer, as
previously guided, as well as property portfolio rationalisation as customers
focus on their more profitable sites and the anticipated impact of churn from
smaller non-strategic customers and from our Cloud business.
Recurring revenue comprises income invoiced for services that are repeatable
and are consumed and delivered on a monthly basis over the term of a customer
contract. Run Rate ARR is an annualisation of the recurring revenue for the
month identified (January 2026); this is used by management as an indication
of the annual value of the recurring revenue for that month and to monitor
long term revenue growth of the business.
Run Rate ARR decreased by 24% year on year, driven by the downsizing of the
customer above in North America, as well as the loss of a large UK customer at
the end of December. Excluding these two customers and at constant currency,
Run Rate ARR decreased by 12%.
On the same basis, ARR from strategic customers decreased by 6%. This was
driven by some property portfolio rationalisation as customers focus on their
more profitable sites, as well as the continuing shift in product mix away
from our lower margin Cloud product and into essensys Platform software
products. ARR from strategic customers continues to account for 73% (H1 25:
74%).
From a regional perspective, North America remains our largest revenue
contributor. While North America declined by 36% in terms of revenue, this
mainly related to the single customer above downsizing. Excluding this
customer and at constant currency, Run Rate ARR for North America decreased by
14% as a result of portfolio rationalisation and still accounts for 52% of
total ARR (H1 25: 50%).
While UK and Europe ARR declined by 26%, this was driven by a large UK
customer, which did not renew its contract at the end of December, as
announced in our November trading update. This represented ARR of £0.9m. UK
and Europe was also impacted by losses of non-strategic customers and reduced
demand for our Operate solution. However, APAC growth continued with 17 new
sites live compared to this time last year, an increase of 52%.
Non-recurring revenue comprises set up and installation costs and is
recognised when a site is live. Non-recurring revenue reduced by 29% compared
to H1 25, reflecting challenging market conditions, with customers continuing
to show hesitancy in capital investment. With initiatives to simplify
installation, as well as the launch of elumo, we expect a reduced requirement
for upfront investment, reducing barriers to entry and supporting future
recurring revenue growth.
Gross margins
Gross profit decreased by 18% in the period but overall gross margins
increased from 59% to 63% as a result of a higher proportion of software
revenue as we see a shift in product mix away from our lower margin Cloud
product, and the benefit from the programme to decommission our data centres,
where 10 of 13 data centres were closed in FY25, with a further centre closed
in January 2026 and one more expected to close in H2.
Operating expenses
Operating expenses represent all administrative expenses, excluding
restructuring costs and non-cash items of depreciation, amortisation,
impairment and share option charges.
Operating expenses decreased to £4.9m, a reduction of 8% compared to the
prior period. This reflects the continuing strong emphasis on cost management
and operational simplification in the business, as we control costs in the
face of the challenging economic environment and builds on the savings
achieved in FY24 through the Group reorganisation.
Adjusted EBITDA
Adjusted results are presented to provide a more comparable indication of the
Group's core business performance by removing the impact of share based
payment expenses, exceptional costs (where material and non-recurring), and
other, non-trading, items that are reported separately.
Despite the challenging sales environment and lower revenues in the period,
the Group maintained Adjusted EBITDA profitability, with Adjusted EBITDA
amounting to £0.1m in the period (H1 25: £0.8m). This reflects our
simplified operational structure, with a cost base aligned to our customers
and products, and a continued focus on profitability and cash.
The Group continues to invest in product development in the UK. Where such
work is expected to result in future revenue, costs incurred that meet the
definition of software development in accordance with IAS38, Intangible
Assets, are capitalised in the statement of financial position. During the
half year, the Group capitalised £0.7m in respect of software development (H1
25: £1.1m), as it continued to invest in its products.
Cash and Going Concern
Cash at the half year end was £0.9m (H1 25: £2.2m). Cash management remains
a strong focus for the Group. Cash outflows in H1 26 amounted to £1.3m,
compared to £0.9m in H1 25. However, the prior period benefitted from tax
credits in respect of R&D activities received in H1 25 relating to FY21 to
FY23 of £0.9m. As such, underlying cash outflows improved by £0.5m.
During the period, the Group has undertaken a restructuring of the business
around the specific needs of its two core products, essensys Platform and
elumo, recognising the distinct characteristics and different maturity levels
of each. This has generated significant annualised cost savings and in
addition to the cost savings already realised from the completion of the data
centre decommissioning project, protects the Group's cash position going
forward.
However, since the end of the period, the Group has continued to experience
net cash outflows and the impact of market conditions on sales and
consequently revenue growth has remained a challenge. While the Directors
believe the Group is well positioned to deliver on its long-term strategic
goals, they recognise the challenges inherent in successfully implementing,
and delivering against, management's strategic plan and restoring sustainable
positive cash flow generation.
On 24 February 2026, the Independent Directors announced that they had reached
an agreement on the terms of a recommended cash takeover offer for the Company
at 17 pence per share, to be made by a newly incorporated vehicle backed by
Mark Furness and other members of a concert party. The latest time and date
for the Offer to become or be declared unconditional is 5.00 p.m. on 8 May
2026. The Independent Directors believe that the takeover will provide the
Group with improved access to capital, remove public company costs, provide a
more stable platform for staff and ultimately create a stronger platform to
achieve the Group's growth aspirations.
The timing of the Offer was later than the Independent Directors' previous
expectations when the full year results to 31 July 2025 were announced on 6
January 2026. At that point, the Directors had identified possible cost
efficiency actions that could be taken to further reduce the Group's cash
outflows in the event that a reasonably foreseeable worst case scenario arose.
Given the Offer remains in progress, the Directors have not pursued these
actions.
The Directors have prepared a detailed budget and cash flow forecast of the
Group's expected performance over a period covering at least the next twelve
months from the date of the approval of these interim financial statements. As
well as modelling the realisation of the sales pipeline and changes in the
customer base, these forecasts also cover a number of adverse scenarios. The
later timing of the Offer has resulted in a lower margin of cash headroom and
as such, the Group is more sensitive to the adverse scenarios noted above.
The Independent Directors cannot be certain about whether the Offer will be
declared unconditional or the future potential plans for the business should
the Offer become unconditional. However, there are potential funding options
available to the Group, should the Offer not be declared unconditional. These
include debt financing (discussions of which remain ongoing) or equity funding
or other forms of shareholder support.
The sensitivity identified in the downside scenario modelled, uncertainty
about potential plans for the business in the event the Offer becomes
unconditional and the fact that potential funding mechanisms are not
guaranteed represent material uncertainties which may cast significant doubt
over the Group's ability to continue to operate as a going concern. The
financial statements do not include the adjustments that would be required,
should the going concern basis of preparation no longer be appropriate.
Greg Price
Chief Financial Officer
17 April 2026
UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC GROUP
Consolidated statement of comprehensive income
Note Six months Six months
ended ended
31 January 31 January
2026 2025
£'000 £'000
(unaudited) (unaudited)
Revenue 2 7,843 10,425
Cost of sales (2,867) (4,325)
Gross profit 4,976 6,100
Administrative expenses (6,697) (8,011)
Other operating income 60 148
Operating loss (1,661) (1,763)
Operating loss analysed by:
Operating loss before share based payments and exceptional items (2,021) (1,407)
Share based payment expenses 512 (3)
Exceptional restructuring costs (152) (353)
Finance income - -
Finance expense (13) (25)
Loss before taxation (1,674) (1,788)
Taxation - (151)
Loss for the period (1,674) (1,939)
Other comprehensive loss
Exchange differences arising on translation of foreign operations (14) 204
Total comprehensive loss for the period (1,688) (1,735)
Loss per share
Basic and diluted loss per share 3 (2.58p) (3.00p)
Consolidated statement of financial position
Note As at As at
31 January 31 July
2026 2025
£'000 £'000
(unaudited) (audited)
ASSETS
Non-current assets
Intangible assets 7,109 7,949
Property, plant and equipment 521 622
Right of use assets 361 572
7,991 9,143
Current assets
Inventories 867 732
Trade and other receivables 3,956 4,524
Cash at bank and in hand 946 1,781
5,769 7,037
TOTAL ASSETS 13,760 16,180
EQUITY AND LIABILITIES
Equity
Shareholders' equity
Called up share capital 4 162 162
Share premium 51,660 51,660
Merger reserve 28 28
Retained earnings (42,548) (40,348)
Total equity 9,302 11,502
Non-current liabilities
Lease liabilities - -
Total non- current liabilities - -
Current liabilities
Trade and other payables 3,024 3,120
Contract liabilities 988 761
Lease liabilities 446 673
Current taxes - 124
4,458 4,678
TOTAL LIABILITIES 4,458 4,678
TOTAL EQUITY AND LIABILITIES 13,760 16,180
Consolidated statement of changes in equity
Share capital Share premium Merger Reserve Retained Total
£'000 £'000 £'000 earnings £'000
£'000
Balance at 1 August 2025 (audited) 162 51,660 28 (40,348) 11,502
Comprehensive Income
Loss for the period - - - (1,674) (1,674)
Currency translation differences - - - (14) (14)
Total comprehensive loss - - - (1,688) (1,688)
Transactions with owners
Share based payment credit - - - (512) (512)
Balance at 31 January 2026 (unaudited) 162 51,660 28 (42,548) 9,302
Balance at 1 August 2024 162 51,660 28 (35,086) 16,764
Comprehensive Income
Loss for the period - - - (1,939) (1,939)
Currency translation differences - - - 204 204
Total comprehensive loss - - - (1,735) (1,735)
Share based payment expense - - - 3 3
Balance at 31 January 2025 (unaudited) 162 51,660 28 (36,818) 15,032
Consolidated cash flow statements
Six months ended Six months ended
31 January 2026 31 January 2025
£'000 £'000
(unaudited) (unaudited)
Cash flows from operating activities
Loss before taxation (1,674) (1,788)
Adjustments for non-cash/non-operating items:
Amortisation of intangible assets 1,518 1,375
Depreciation of property, plant and equipment 162 278
Depreciation of right of use assets 346 569
Movement in expected credit loss provision 179 214
Share based payment (credit) / expense (512) 3
Finance income - -
Finance expense 13 25
32 676
Changes in working capital:
Increase in inventory (135) (154)
Decrease in trade and other receivables 389 478
Increase / (decrease) in trade and other payables 131 (918)
Cash generated from / (used by) operations 385 (594)
Taxation received - 898
Net cash generated from operating activities 417 980
Cash flows from investing activities
Investment in product development (712) (1,126)
Purchase of property, plant and equipment (65) (35)
Interest received - -
Net cash used in investing activities (777) (1,161)
Cash flows from financing activities
Repayment of lease liabilities (451) (779)
Interest on lease liabilities (13) (25)
Net cash used in financing activities (464) (804)
Net decrease in cash and cash equivalents (824) (985)
Cash and cash equivalents beginning of period 1,781 3,101
Effects of foreign exchange rate changes (11) 73
Cash and cash equivalents at end of period 946 2,189
Notes to the unaudited interim financial information
1. Basis of preparation
The unaudited condensed interim financial information presents the
consolidated financial results of essensys plc and its wholly owned
subsidiaries (together, "essensys plc Group" or "the Group") for the six-month
period to 31 January 2026 and does not constitute statutory accounts within
the meaning of Section 434 (3) of the Companies Act 2006.
The annual financial statements of the Group are prepared in accordance with
the UK adopted international accounting standards and as applied in accordance
with the provisions of the Companies Act 2006. This financial information does
not include all disclosures that would otherwise be required in a complete set
of financial statements and should be read in conjunction with the Annual
Report for the year ended 31 July 2025.
The comparative financial information presented herein for the year ended 31
July 2025 does not constitute full statutory accounts for that period. The
statutory Annual Report and Financial Statements for the year ended 31 July
2025 have been filed with the Registrar of Companies. The Independent
Auditors' Report on the Annual Report and Financial Statements for the year
ended 31 July 2025 was unqualified, did not draw attention to any matters by
way of emphasis and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.
essensys plc is the Group's ultimate parent company. It is a public company
admitted to trading on the AIM Market of London Stock Exchange plc and is
domiciled in the United Kingdom. The address of its registered office and
principal place of business is Unit 2H, 1 Finsbury Avenue, London EC2M 2PF.
Going Concern
The interim financial statements have been prepared on a going concern basis.
In making their assessment of the Group's ability to continue as a going
concern, the Directors have considered a period extending at least twelve
months from the date of approval of this half yearly financial report.
Since the end of the period to January 2026, the Group has continued to
experience net cash outflows and the impact of market conditions on sales and
consequently revenue growth has remained a challenge. While the Directors
believe the Group is well positioned to deliver on its long-term strategic
goals, they recognise the challenges inherent in successfully implementing,
and delivering against, management's strategic plan and restoring sustainable
positive cash flow generation. The Group has made significant progress in
reducing its operational cost base, particularly through the programme to
decommission data centres and the restructure of the business in November
2025.
On 24 February 2026, the Independent Directors announced that they had reached
an agreement on the terms of a recommended cash takeover offer for the Company
at 17 pence per share, to be made by a newly incorporated vehicle backed by
Mark Furness and other members of a concert party. The latest time and date
for the Offer to become or be declared unconditional is 5.00 p.m. on 8 May
2026. The Independent Directors believe that the takeover will provide the
Group with improved access to capital, remove public company costs, provide a
more stable platform for staff and ultimately create a stronger platform to
achieve the Group's growth aspirations.
The timing of the Offer was later than the Independent Directors' previous
expectations when the full year results to 31 July 2025 were announced on 6
January 2026. At that point, the Directors had identified possible cost
efficiency actions that could be taken to further reduce the Group's cash
outflows in the event that a reasonably foreseeable worst case scenario arose.
Given the Offer remains in progress, the Directors have not pursued these
actions.
The Directors have prepared a detailed budget and cash flow forecast of the
Group's expected performance over a period covering at least the next twelve
months from the date of the approval of these interim financial statements. As
well as modelling the realisation of the sales pipeline and changes in the
customer base, these forecasts also cover a number of adverse scenarios. The
later timing of the Offer has resulted in a lower margin of cash headroom and
as such, the Group is more sensitive to the adverse scenarios noted above.
The Independent Directors cannot be certain about whether the Offer will be
declared unconditional or the future potential plans for the business should
the Offer become unconditional. However, there are potential funding options
available to the Group, should the Offer not be declared unconditional. These
include debt financing (discussions of which remain ongoing) or equity funding
or other forms of shareholder support.
The sensitivity identified in the downside scenario modelled, uncertainty
about potential plans for the business in the event the Offer becomes
unconditional and the fact that potential funding mechanisms are not
guaranteed represent material uncertainties which may cast significant doubt
over the Group's ability to continue to operate as a going concern. The
financial statements do not include the adjustments that would be required,
should the going concern basis of preparation no longer be appropriate.
2. Segmental reporting
The Group operates in three main geographic areas, North America; the United
Kingdom & Europe; and Asia Pacific region. The Group's revenue per
geographical area is as follows:
Six months ended Six months ended
31 January 2026 31 January 2025
unaudited unaudited
£'000 £'000
North America 3,707 5,789
United Kingdom & Europe 3,102 3,800
Asia Pacific 1,034 836
7,843 10,425
The Group has two main revenue streams, essensys Platform and Operate. The
Group's revenue per revenue stream is as follows:
Six months ended Six months ended
31 January 2026 31 January 2025
unaudited unaudited
£'000 £'000
essensys Platform 7,292 9,781
Operate 551 644
7,843 10,425
Group revenue disaggregated between revenue recognised 'at a point in time'
and 'over time' is as follows:
Six months ended Six months ended
31 January 2026 31 January 2025
unaudited unaudited
£'000 £'000
Revenue recognised at a point in time 861 1,214
Revenue recognised over time 6,982 9,211
7,843 10,425
3. Loss per share
The loss per share has been calculated using the loss for the period and the
weighted average number of ordinary shares outstanding during the period, as
follows:
Six months ended Six months ended
31 January 2026 31 January 2025
unaudited unaudited
£'000 £'000
Loss for the period attributable to equity holders of essensys Group (1,674) (1,939)
Weighted average number of ordinary shares 64,769,109 64,699,750
Loss per share (2.58p) (3.00p)
As the Group is loss making in both periods presented, the share options over
ordinary shares have an anti-dilutive effect and therefore no dilutive loss
per share is disclosed.
4. Called up share capital
As at As at
31 January 31 July
2026 2025
unaudited audited
No. No.
Allotted, called up and fully paid
0.25p ordinary shares 64,811,336 64,751,832
31 January 31 July
2026 2025
unaudited audited
£'000 £'000
Allotted, called up and fully paid
0.25p ordinary shares 162 162
5. Post balance sheet events
After the period end, on 24 February 2026, the Independent Directors announced
that they had agreed the terms of a recommended cash offer at 17 pence per
share, to be made by a newly incorporated vehicle backed by Mark Furness and
other members of a concert party. The latest time and date for the Offer to
become or be declared unconditional is 5.00 p.m. on 8 May 2026.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR IFMLTMTBBBIF
Copyright 2019 Regulatory News Service, all rights reservedRecent news on essensys
See all newsREG - Schroders PLC essensys PLC - Form 8.3 - Essensys PLC
AnnouncementREG - Canaccord GenuityLtd essensys PLC - Form 8.5 (EPT/RI)
AnnouncementREG - essensys PLC - Day 42 acceptance level update
AnnouncementREG - GPIM Limited essensys PLC - Form 8.3 - Essensys Plc
AnnouncementREG - essensys PLC - Half year results
Announcement