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REG - SysGroup PLC - Half Year Results to 30 September 2025

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RNS Number : 9737J  SysGroup PLC  03 December 2025

3 December 2025

SysGroup plc

("SysGroup" or the "Company" or the "Group")

Half year results for the six months ended 30 September 2025

 

SysGroup plc (AIM:SYS), the trusted partner for cloud, cybersecurity, and AI
enablement, delivering end to end solutions at the intersection of
cybersecurity and digital transformation for the UK mid-market, is pleased to
announce its unaudited half year results for the six months ended 30 September
2025 ("H1 FY26" or the "Period").

Strategic & Operational Highlights

·      Strategic shift to a consultative, end-to-end Go-To-Market
("GTM") approach is delivering tangible results

·      Cybersecurity represents a significant and fast-growing revenue
stream for the Group, today comprising 47% of revenue in the Period

·      Secured a three-year Managed IT Services and technology refresh
contract with a major UK non-profit institution

·      Managed IT Services revenue stabilised and is now well positioned
to return to growth after two years of decline

·      AI is now our operational model, embedding tools, workflows, and
culture across the business

·      Significant improvement in service quality and customer
satisfaction, supported by AI and operational changes

·      AI delivering measurable ROI - service desk reduced from 36 to
22; throughput per engineer increased 17%

·      Headcount reduction from 111 in FY23 to 80 by end of FY26,
delivered alongside strengthening technical capabilities and successful
integration of an acquisition

 

Financial Highlights

·      Revenue £9.9m (H1 FY25: £10.2m); 10% growth in Q2 over Q1

·      Net Managed IT Services down sell reduced from £1.7m in FY25 to
£0.3m run rate projected for FY26

·      Managed IT Services including professional services increased to
92.3% of total revenue (H1 FY25: 86.3%)

·      Gross margin 48.5% (H1 FY25: 49.6%) maintaining margin level

·      Adjusted EBITDA(1 )of £0.2m (H1 FY25: £0.4m)

·      Statutory loss before tax of £1.6m (H1 FY25: loss before tax of
£1.1m)

·      Net cash(2)( )of £3.1m at 30 September 2025 (30 September 2024:
net cash(2) of £4.6m)

 

 

Heejae Chae, Executive Chair, commented:

"SysGroup has continued to make strong progress in transitioning to an
advisory-led, end-to-end Managed IT Service Provider ("MSP") delivering
tangible results. Our cybersecurity consulting capability, acquired last year,
is enabling earlier engagement and unlocking deeper cross-sell opportunities
reflected in increasing revenue pipeline. Service quality, customer
satisfaction and retention have improved significantly, and Managed IT
Services revenue has now stabilised and is positioned for a return to growth
in FY27.

AI has become central to how we operate. It is embedded across our workflows,
our data, and our culture, and is already delivering tangible results: higher
service quality, faster resolution, lower operating cost and a more productive
workforce. The efficiency gains and service improvements achieved in the past
year validate the value creation potential of an AI-enabled MSP. The MSP
sector itself is at a crossroads. Customer expectations are rising, technology
complexity is increasing, and traditional service models are under margin
pressure. This creates a once-in-a-generation opportunity to redefine what an
MSP can be. SysGroup is seizing that opportunity, building a scalable,
consultative, AI-powered platform capable of leading the transformation of our
sector.

Looking ahead, we expect a stronger H2 than H1, with improved EBITDA driven by
AI-enabled efficiency and productivity gains. Full-year performance is
expected to be in line with expectations. With a streamlined operating model,
stronger customer engagement and increasing demand for cybersecurity and
AI-readiness, SysGroup is well positioned for margin expansion and a return to
growth in FY27."

 

Notes

1.     Adjusted EBITDA is earnings before interest, taxation,
depreciation, amortisation of intangible assets, impairment of intangibles,
exceptional items, share based payments and share scheme set up costs

2.     Net cash / (debt) represents cash balances less bank loans and
lease liabilities

 

About us

SysGroup plc delivers a consultative, end-to-end GTM approach that blends
expert advisory services with AI-driven data solutions. Our integrated
capabilities, spanning connectivity, cloud hosting, data delivery, analytics,
governance and security, enabling customers to modernise and transform with
confidence.

 

The Group has offices in Edinburgh, London, Manchester and Newport.

For more information, visit http://www.sysgroup.com

 For further information please contact:

 SysGroup Plc                                   Tel: 0333 101 9000

 Heejae Chae, Executive Chair

 Owen Philips, Chief Financial Officer

 Zeus Capital (Nominated Adviser and Broker)    Tel: 0161 831 1512

 Jordan Warburton

 James Whyman

 Emma Burn

 Nick Searle

 

 

Overview and Strategy

SysGroup has continued to make strong progress in its transition to an
advisory-led, end-to-end MSP, delivering tangible results.  This advancement
has strengthened the Group's capability to deliver integrated solutions across
its portfolio, aligning service delivery, customer engagement, and commercial
strategy behind a unified GTM approach. As a result, SysGroup is better
positioned to deliver comprehensive value to clients throughout the entire
technology lifecycle, from initial advisory and solution design through to
deployment and ongoing Managed IT Services.

Following last year's acquisition of the business and assets of Crossword
Consulting Ltd ("Crossword"), the consulting offering continues to be a major
growth engine, expanding the advisory-led GTM approach and unlocking new
cross-selling opportunities across the broader customer base. By leading with
expertise and risk-focused guidance, the business is strengthening customer
trust and increasing wallet share, whilst also creating a more resilient
revenue model built on strategic engagements rather than transactional
services.

Cybersecurity overall (consulting and managed security solutions) now accounts
for 47% of total revenue, reflecting its importance as both a standalone
service line and a complementary capability that enhances the value of the
Group's managed services portfolio. This contribution underscores the
increasing market demand for robust security posture improvement and
continuous threat management.

During the period, the Group has secured a significant three-year Managed IT
Service contract and a major technology refresh project with a large UK
non-profit institution. This win highlights the strength of the Group's
proposition and demonstrates its ability to deliver modernisation programmes
that enhance performance, reliability, and cost efficiency for large-scale
clients.

Managed IT Services revenue has stabilised and is showing clear momentum
toward renewed growth following two consecutive years of decline. This
recovery is driven by improved customer retention, strengthened service
offerings, and the positive impact of the consultative MSP model. The business
is also seeing increased interest from both new and existing clients seeking
long-term partnerships to address evolving technology and security needs.

Service quality and customer satisfaction have improved significantly,
supported by ongoing operational enhancements and the integration of AI across
key workflows. These improvements are delivering faster resolution times, more
proactive support, and a consistently better customer experience. The Group's
focus on operational excellence continues to translate directly into stronger
client relationships and better commercial outcomes.

Commercial and service performance have both improved through the adoption of
AI-enabled sales, customer success management, and cross-sell tools. These
systems provide enhanced insights into customer needs, increase
lead-generation efficiency, and support more precise targeting of value-added
services, resulting in improved revenue conversion and deeper client
engagement.

The Group has developed an AI-enabled onboarding workflow that brings together
various tools to standardise the integration of both new and legacy
acquisition customers. This corrects historical inconsistencies, improves
service quality and creates a unified operating environment. At the centre of
this is our emerging AI Conductor, which acts as a learning flywheel,
continuously improving, as more customers are onboarded. Over time, this will
become a powerful integration engine for future acquisitions, enabling us to
absorb targets faster, at lower cost, and with materially less disruption.

AI has become central to how we operate. It is embedded across our workflows,
our data, and our culture, and is already delivering tangible results.
AI-enabled efficiencies and operational optimisation are supporting a leaner,
more productive workforce, delivered alongside an expansion of the Group's
technical capabilities and the successful absorption of an acquisition,
demonstrating the scalability of our new operating model. We are driving these
improvements through data-driven decision-making, comprehensive workflow
mapping and the integration of AI tools that enhance quality, efficiency and
organisational productivity. By harnessing rapid advances in AI and
aggregating the most effective tools into operational solutions, we are
building a modern, scalable platform designed to continuously improve service
and support future growth.

The MSP sector itself is at a crossroads. Customer expectations are rising,
technology complexity is increasing, and traditional service models are under
margin pressure. This creates a once-in-a-generation opportunity to redefine
what an MSP can be. SysGroup is seizing that opportunity, building a scalable,
consultative, AI-powered platform capable of leading the transformation of our
sector.

Results and Trading

In H1 FY26, the Group delivered revenue of £9.9m (H1 FY25: £10.2m) and
Adjusted EBITDA of £0.2m (H1 FY25: £0.4m). Managed IT services (including
professional services), performed strongly, increasing to £9.2m (H1 FY25:
£8.8m), up 4.6% year on year, supported by the successful integration of the
Crossword acquisition completed in H2 FY25. Value Added Resale ("VAR") revenue
declined to £0.8m (H1 FY25: £1.4m). This change is reflected in the revenue
mix for H1 FY26, with Managed IT Services representing 92.3% of total revenue
and VAR just 7.7% (H1 FY25: 86.3% / 13.7%).

Gross profit was £4.8m (H1 FY25: £5.0m), with only a modest reduction in
gross margin to 48.5% (H1 FY25: 49.6%). Adjusted operating expenses remained
flat at £4.6m (H1 FY25: £4.6m), despite the addition of nine employees from
the Crossword acquisition in H2 FY25, reflecting the efficiencies delivered
across both people and processes.

The consolidated income statement includes £0.3m of exceptional costs (H1
FY25: £0.4m), primarily relating to restructuring activities. The share-based
payments charge increased to £0.3m in H1 FY26 following the introduction of
new Group incentive plans in H2 FY25.

Net finance costs rose to £0.2m (H1 FY25: £0.0m), with the prior period
reflecting interest income earned on higher cash balances held after the
£10.6m (net of transaction costs) equity raise completed in June 2024.

The Group delivered a statutory loss before tax of £1.6m (H1 FY25: loss
before tax £1.1m).

The taxation credit of £0.4m (H1 FY25: credit of £0.3m) represents the
movement on deferred tax in the Period with no corporation tax charge arising
on the Group's trading position in H1 FY25.

Adjusted basic loss per share was (0.1)p (H1 FY25: 0.0p) and basic loss per
share was (1.4)p (H1 FY25: loss per share (1.2)p).

 

Cashflow and Net Debt

The Group's cash balance was £8.1m at 30 September 2025, compared with £8.7m
at 31 March 2025. The debt facility remained at £4.8m (31 March: £4.8m),
resulting in a net cash position of £3.1m (31 March 2025: £3.5m) after
deduction for lease liabilities and contingent consideration. On top of
available cash, the Group still retains £3.2m of unutilised banking
facility headroom.

Cash outflow from operations improved to £(0.2)m (H1 FY25: £(0.5)m). Net
cash outflows from investing activities were £0.0m, consistent with H1 FY25
(outflow of £(0.1)m).

Net cash outflows from financing activities totalled £(0.4)m, primarily
reflecting £0.3m of lease and RCF interest payments and £0.1m of deferred
consideration relating to the Crossword acquisition completed in H2 FY25. In
comparison, H1 FY25 saw a net cash inflow from financing activities of £8.5m,
driven by the £10.6m equity raise, partially offset by the £1.8m Truststream
earn-out payment and £0.3m of lease and RCF interest payments.

CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

SIX MONTHS ENDED 30 SEPTEMBER 2025

 

                                                                                        Unaudited                      Unaudited                  Audited

year ended
                                                                                        six months to                  six months to
                                                                                        30-Sep-25                      30-Sep-24                  31-Mar-25
                                                                                 Notes              £'000                        £'000                       £'000
 Revenue                                                                         2      9,929                          10,155                                 20,501
 Cost of sales                                                                          (5,112)                        (5,114)                      (10,491)
 Gross profit                                                                    2      4,817                          5,041                      10,010
 Operating expenses before depreciation, amortisation, exceptional items, share         (4,603)                        (4,601)                    (9,065)
 based payments and share scheme set up costs
 Adjusted EBITDA                                                                        214                            440                        945
 Depreciation                                                                           (267)                          (277)                      (538)
 Amortisation of intangible assets                                                      (791)                          (829)                      (1,599)
 Exceptional items                                                               4      (293)                          (397)                      (826)
 Share based payments                                                                   (272)                          -                          (197)
 Share scheme set-up costs                                                              (22)                           -                          (174)
 Administrative expenses                                                                (6,248)                        (6,104)                    (12,359)
 Operating loss                                                                         (1,431)                        (1,063)                    (2,349)
 Net finance costs                                                                5     (159)                          (31)                       (101)
 Loss before taxation                                                                   (1,590)                        (1,094)                    (2,450)
 Taxation                                                                               427                            276                        616
 Total comprehensive loss attributable                                                  (1,163)                        (818)                      (1,834)

to the equity holders of the company
 Adjusted basic (loss)/earnings per share (pence)                                3      (0.1)p                         (0.0)p                     0.3p
 Basic loss per share (pence)                                                    3      (1.4)p                         (1.2)p                     (2.1)p
 Diluted loss per share (pence)                                                  3      (1.3)p                         (1.2)p                     (2. 1)p

 

All the results arise from continuing operations.

 

 

 

CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2025

 

                                                       Unaudited              Unaudited  Audited
                                                       30-Sep-25              30-Sep-24  31-Mar-25
                                Notes                  £'000                  £'000      £'000
 Assets
 Non-current assets
 Goodwill                        7                     18,342                 17,948     18,342
 Intangible assets               7                     3,319                  4,133      4,047
 Plant, property and equipment                         1,191                  1,605      1,441
 Deferred taxation                                     141                    -          -
                                                       22,993                 23,686     23,830
 Current assets
 Trade and other receivables    8                      5,254                  4,967      5,376
 Cash and cash equivalents                             8,122                  9,930      8,740
                                                       13,376                 14,897     14,116
 Total assets                                          36,369                 38,583     37,946

 Equity and liabilities
 Equity attributable to the equity shareholders of the parent
 Called up share capital        11                     855                    855        855
 Share premium                                         19,332                 19,329     19,329
 Treasury reserve                                      (652)                  (984)      (842)
 Other reserve                                         3,756                  3,300      3,481
 Retained earnings                                     (445)                  2,038      908
                                                       22,846                 24,538     23,731
 Non-current liabilities
 Lease liabilities                                     105                    340        180
 Contract liabilities                                  165                    257        1,649
 Provisions                                            118                    148        295
 Deferred taxation                                     -                      574        288
 Bank loan                      10                     4,817                  4,752      4,770
                                                       5,205                  6,071      7,182
 Current liabilities
 Trade and other payables       9                      4,874                  4,271      4,674
 Lease liabilities                                     141                    207        189
 Contract liabilities                                  3,303                  3,496      2,075
 Deferred consideration                                -                      -          95
                                                       8,318                  7,974      7,033
 Total equity and liabilities                          36,369                 38,583     37,946

 

 

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY

SIX MONTHS ENDED 30 SEPTEMBER 2025

                                                      Share capital  Share premium  Treasury reserve  Other reserve  Retained earnings  Total

                                                                     reserve

                                                      £'000          £'000          £'000             £'000          £'000              £'000
 At 1 April 2024                                      515            9,080          (984)             3,300          2,856              14,767
 Loss and total comprehensive expense for the period  -              -              -                 -              (818)              (818)
 Impact of prior year restatement                     -              -              -                 -              -                  -
 Purchase of own shares into Treasury                 -              -              -                 -              -                  -
 Issue of share capital                               340            10,249         -                 -              -                  10,589
 Share options charge                                 -              -              -                 -              -                  -
 Reserves transfer on forfeiture of share options     -              -              -                 -              -                  -
 At 30 September 2024 (unaudited)                     855            19,329         (984)             3,300          2,038              24,538
 Loss and total comprehensive expense for the period  -              -              -                 -              (1,016)            (1,016)
 Purchase of own shares into Treasury                 -              -              142               -              (142)              -
 Share options charge                                 -              -              -                 197            -                  197
 Reserves transfer on forfeiture of share options     -              -              -                 12             -                  12
 Deferred tax on share options                        -              -              -                 (28)           28                 -
 At 31 March 2025                                     855            19,329         (842)             3,481          908                23,731
 Loss and total comprehensive expense for the period  -              -              -                 -              (1,163)            (1,163)
 Sale of shares held in Treasury                      -              3              190               -              (190)              3
 Share options charge                                 -              -              -                 272            -                  272
 Deferred tax on share options                        -              -              -                 3              -                  3
 At 30 September 2025 (unaudited)                     855            19,332         (652)             3,756          (445)              22,846

 

The following describes the nature and purpose of each reserve within equity:

 Reserve                 Description and purpose
 Share premium reserve  Amount subscribed for share capital in excess of nominal values
 Treasury reserve       Company owned shares held for the purpose of settling the exercise of employee
                        share options
 Other reserve          Amount reserved for share-based payments to be released over the life of the
                        instruments and the equity element of convertible loans
 Translation reserve    Amount represents differences in relations to the consolidation of subsidiary
                        companies accounting for currencies other than the Group's functional currency
 Retained earnings      All other net gains and losses and transactions with owners (e.g. dividends)
                        not recognised elsewhere

CONSOLIDATED CONDENSED STATEMENT OF CASHFLOWS

                                                                                      Unaudited       Unaudited       Audited

six months to
year to
                                                                                      six months to

31-Mar-25

               30-Sep-24
                                                                                      30-Sep-25
                                                                                      £'000           £'000           £'000
 Cashflows used in operating activities
 Loss after tax                                                                       (1,163)         (818)           (1,834)
 Adjustments for:
 Depreciation and amortisation                                                        1,058           1,106           2,097
 Impairment of intangibles                                                            -               -               -
 Finance costs                                                                        159             31              101
 Movement in contingent consideration                                                 -               -               80
 Share based payments                                                                 272             43              197
 (Decrease)/increase in provisions                                                    (30)            -               140
 Taxation credit                                                                      (427)           (276)           (616)
 Operating cashflows before movement in working capital                               (131)           86              165
 (Increase)/decrease in trade and other receivables                                   121             (980)           (1,321)
 (Decrease)/increase in trade and other payables                                      (202)           403             496
 Cashflow from operations                                                             (212)           (491)           (660)
 Taxation paid                                                                        -               40              40
 Net cash from operating activities                                                   (212)           (451)           (620)
 Cashflows from investing activities
 Payments to acquire property, plant & equipment                                      (18)            (36)            (179)
 Payments to acquire intangible assets                                                (62)            (254)           (570)
 Acquisition of subsidiary net of cash acquired                                       -               -               (311)
 Interest received on cash deposits                                                   80              229             371
 Net cash used in investing activities                                                -               (61)            (689)
 Payment of deferred/contingent consideration on acquisitions                         (95)            (1,794)         (1,862)
 Sale of shares held in Treasury                                                      3               -               -
 Proceeds from issue of share capital                                                 -               10,589          10,589
 Capital/principal paid on lease liabilities                                          (122)           (57)            (162)
 Interest paid on loan facility                                                       (186)           (228)           (438)
 Interest paid on lease liabilities                                                   (6)             (11)            (21)
 Net cash used in financing activities                                                (406)           8,499           8,106
 Net (decrease)/increase in cash and cash equivalents                                 (618)           7,987           6,797
 Cash and cash equivalents at the beginning of the period/year                        8,740           1,943           1,943
 Cash and cash equivalents at the end of the period/year                              8,122           9,930           8,740

 SIX MONTHS ENDED 30 SEPTEMBER 2025

 

 

 

 

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED 30 SEPTEMBER 2025

 

1.    ACCOUNTING POLICIES

The accounting policies used in the preparation of the unaudited consolidated
condensed financial information for the six months ended 30 September 2025 are
prepared in accordance with UK adopted International Financial Reporting
Standards ("IFRS") and are consistent with those that will be adopted in the
annual statutory financial statements for the year ended 31 March 2026.

Whilst the financial information included has been prepared in accordance with
the recognition and measurement criteria, in accordance with UK adopted
International Financial Reporting Standards, these consolidated condensed
financial statements do not contain sufficient information to comply with
IFRSs.

The financial information for the six-month period ended 30 September 2025 and
30 September 2024 does not constitute statutory accounts within the meaning of
Section 434(3) of the Companies Act 2006 and is unaudited. The comparative
financial information for the year ended 31 March 2025 included within this
report does not constitute the full statutory accounts for that period. The
statutory Annual Report and Financial Statements for 2025 have been filed with
the Registrar of Companies. The Independent Auditor's Report on that Annual
Report and Financial Statements for 2024 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.

This Interim Report has been prepared solely to provide additional information
to shareholders to assess the Group's strategies and the potential for those
strategies to succeed. The Interim Report should not be relied on by any other
party or for any other purpose.

This unaudited interim financial information has been prepared in accordance
with the requirement of the AIM Rules for Companies and in accordance with
this basis of preparation.

 

Exceptional items

The Group presents as exceptional items on the face of the Statement of
Comprehensive Income those material items of income and expense which the
Directors consider, because of their size or nature and expected
non-recurrence, merit separate presentation to facilitate financial comparison
with prior periods and to assess trends in financial performance. Exceptional
items are included in administration expenses in the Consolidated Statement of
Comprehensive Income but excluded from Adjusted EBITDA (Note 4) as Management
believe they should be considered separately to gain an understanding of the
underlying profitability of the trading businesses.

 

Going concern

The Directors have prepared the financial statements on a going concern basis
which assumes that the Group and the Company will continue to meet liabilities
as they fall due.

The Group has an operating model with a high level of resilience with 92.3% of
revenue deriving from contracted Managed IT Services which are business
critical supplies to customers. The Group has a gross cash balance of £8.1m
and a net cash position of £3.1m at 30 September 2025. The Group has undrawn
RCF facilities available of £3.2m which can be used for working capital and
acquisitions, and an unutilised overdraft facility of £0.5m. The Group is
forecasting to generate healthy operational cashflows and achieve the bank
loan covenants for the full period of the forecast to March 2027.

The Directors have reviewed the Group's financial forecasts and reviewed
against the backdrop of the current UK economic outlook. The projected trading
forecasts and resultant cashflows, together with the confirmed loan and
overdraft facilities, taking account of reasonably possible changes in trading
performance, show that the Group can continue to operate within the current
facilities available to it.

The Directors therefore have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future and they continue to adopt the going concern basis of accounting in
preparing the financial statements.

 

 

 

2.    SEGMENTAL REPORTING

The chief operating decision maker for the Group is the Board of Directors and
the Group reports in two segments:

·      Managed IT Services - this segment provides all forms of managed
services to customers and includes professional services

·      Value Added Resale ("VAR") - this segment is for sales of IT
hardware and licences procured from supplier partners

The monthly management accounts reported to the Board of Directors are
reviewed at a consolidated level and the Board review the results of the
operating segments at a revenue and gross profit level since the Group's
management and operational structure operate as unified Group functions. In
this respect, assets and liabilities are also not reviewed on a segmental
basis. All assets are located in the UK. All segments are continuing
operations and there are no transactions between segments, and all revenue is
earned from external customers. The business segments' gross profit is
reconciled to profit before taxation as per the consolidated income statement.
The Group's overheads are managed centrally by the Board and consequently
there is no reconciliation to profit before tax at a segmental level.

 

                          Unaudited       Unaudited       Audited

                          six months to   six months to   year to
                          30-Sep-25       30-Sep-24       31-Mar-25
                          £'000           £'000           £'000
 Revenue
 Managed IT Services      9,168           8,766           17,696
 Value Added Resale       761             1,389           2,805
                          9,929           10,155          20,501
 Gross Profit
 Managed IT Services      4,606           4,601           9,186
 Value Added Resale       211             440             824
                          4,817           5,041           10,010

 

 

3.    EARNINGS PER SHARE

                                                             Unaudited       Unaudited                 Audited              year ended

                                                             six months to    six months to
                                                             30-Sep-25       30-Sep-24         31-Mar-25
 Loss for the financial period attributable to shareholders  (£1,163,399)    (£818,061)        (£1,833,724)
 Adjusted (loss)/profit for the financial period             (£124,076)      £111,942          £233,786
 Weighted number of equity shares in issue                   85,515,091      66,966,623        85,515,091
 Weighted number of equity shares for diluted calculation    89,037,439      68,886,531        89,037,439
 Adjusted basic earnings per share (pence)                   (0.1p)          0.0p              0.3p
 Basic loss per share (pence)                                (1.4p)          (1.2p)            (2.1p)
 Diluted loss per share (pence)                              (1.3p)          (1.2p)            (2.1p)

 

 

3.    EARNINGS PER SHARE (continued)

 

 

                                                   Unaudited                                  Unaudited               Audited              year to

                                                   six months to                              six months to
                                                   30-Sep-25                                  30-Sep-24       31-Mar-25
                                                   £'000                                      £'000           £'000
 Loss after tax used for basic earnings per share  (1,163)                                    (818)           (1,834)
 Amortisation of intangible assets                 791                                        829             1,559
 Exceptional items                                 293                                        397             826
 Share based payments                              272                                        -               197
 Share scheme set up costs                         22                                         -               174
 Tax adjustments                                   (339)                                      (296)           (689)
 Adjusted (loss) / profit used for adjusted earnings per share                      (124)     112             234

 

 

The tax adjustments relate to current and deferred tax on the amortisation of
intangible assets, exceptional items and share based payments.

 

4.    EXCEPTIONAL ITEMS

                                                              Unaudited       Unaudited       Audited

                                                              six months to   six months to   year ended
                                                              30-Sep-25       30-Sep-24       31-Mar-25
                                                              £'000           £'000           £'000
 Integration and restructuring costs                          293             238             420
 Supplier charges in dispute                                  -               -               236
 M&A projects                                                 -               116             90
 Fair value adjustment of contingent consideration liability  -               43              80
                                                              293             397             826

 

The integration and restructuring costs in the period relate to employee exit
costs and professional service fees incurred when restructuring the Group's
workforce. These costs are considered material and non-recurring and have
therefore been classified as exceptional.

 

The M&A projects expenditure relate to costs associated with the
evaluation of potential acquisition targets. This is considered material and
has therefore been classified as exceptional.

 

The supplier charges in dispute are subject to ongoing action for which the
Company is pursuing recovery. These costs are considered non-recurring and
exceptional and are therefore classified as exceptional.

 

All of the items above, based upon the judgment of the management team, meet
the definition of an exceptional item as defined within the Group's accounting
policies.

 

 

 

 

 

 

5.    FINANCE COSTS

                                                    Unaudited       Unaudited       Audited

                                                    six months to   six months to   year to
                                                    30-Sep-25       30-Sep-24       31-Mar-25
                                                    £'000           £'000           £'000
 Interest payable on lease liabilities              6               11              (9)
 Interest payable on bank loan                      208             228             438
 Arrangement fee amortisation on bank loan          18              14              36
 Unwinding of discount on contingent consideration  -               -               -
 Other interest                                     7               6               7
 Interest received on cash deposits                 (80)            (228)           (371)
                                                    159             31              101

 

 

6.    ALTERNATIVE PERFORMANCE MEASURES

 

 Reconciliation of operating profit to adjusted EBITDA  Unaudited       Unaudited               Audited              year to

                                                        six months to   six months to

                                                        30-Sep-25       30-Sep-24       31-Mar-25
                                                        £'000           £'000           £'000
 Operating loss                                         (1,431)         (1,063)         (2,349)
 Depreciation                                           267             277             538
 Amortisation of intangible assets                      791             829             1,559
 EBITDA                                                 (373)           43              (252)
 Exceptional items                                      293             397             826
 Impairment of intangibles                              -               -               -
 Share based payments                                   294             -               371
 Adjusted EBITDA                                        214             440             945

 

 

 Net debt                           Unaudited                      Unaudited  Audited
                                    30-Sep-25                      30-Sep-24  31-Mar-25
                                    £'000                          £'000      £'000
 Cash balances                      8,122                          9,930      8,740
 Bank loans - non-current           (4,817)                        (4,752)    (4,770)
 Net cash before lease liabilities  3,305                          5,178      3,970
 Lease liabilities - property       (246)                          (547)      (368)
 Net cash                           3,059                          4,631      3,602
 Contingent consideration           -                              -          95
 Net cash including contingent consideration                3,059  4,631      3,507

 

 

7.    INTANGIBLE ASSETS

                                   Systems development  Customer relationships  Goodwill  Total
                                   £'000                £'000                   £'000     £'000
 Cost
 At 1 April 2024                   1,121                12,709                  17,948    31,778
 Additions                         571                  328                     394       1,294
 Disposals                         -                    -                       -         -
 At 31 March 2025 (audited)        1,692                13,037                  18,342    33,071
 Additions                         62                   -                       -         62
 At 30 September 2025 (unaudited)  1,754                13,037                  18,342    33,133
 Accumulated amortisation
 At 1 April 2024                   581                  8,541                   -         9,122
 Charge for the year               226                  1,333                   -         1,559
 Disposals                         -                    -                       -         -
 At 31 March 2025 (audited)        808                  9,874                   -         10,682
 Charge for the year               207                  584                     -         791
 At 30 September 2025 (unaudited)  1,015                10,458                  -         11,473
 Net book value
 At 31 March 2025 (audited)        884                  3,163                   18,342    22,390
 At 30 September 2025 (unaudited)  739                  2,580                   18,342    21,661

 

 

 

8.    TRADE AND OTHER RECEIVABLES

                        Unaudited  Unaudited  Audited
                        30-Sep-25  30-Sep-24  31-Mar-25
                        £'000      £'000      £'000
 Trade receivables      2,071      1,981      2,938
 Other receivables      3,183      2,986      2,438
                        5,254      4,967      5,376

 

 

9.    TRADE AND OTHER PAYABLES

                                      Unaudited  Unaudited  Audited
                                      30-Sep-25  30-Sep-24  31-Mar-25
                                      £'000      £'000      £'000
 Trade payables                       2,911      2,070      2,666
 Other taxes and social security      724        660        977
 Accruals                             1,239      1,541      1,031
                                      4,874      4,271      4,674

 

 

 

 

10.  BANK LOAN

 

                                   Unaudited  Unaudited  Audited
                                   30-Sep-25  30-Sep-24  31-Mar-25
                                   £'000      £'000      £'000
 Bank loan net of arrangement fee  4,817      4,752      4,770

 

The Group has an £8.0m revolving credit facility with Santander of which
£4.8m is drawn down at 30 September 2025. The banking facility has a term of
five years to April 2027, an interest rate of Base Rate +3.25% margin on drawn
funds and covenants that are tested quarterly relating to total net debt to
adjusted EBITDA leverage and minimum liquidity.

 

 

11.  SHARE CAPITAL

 Equity share capital               Number      £'000
 At 30 September and 31 March 2025  85,515,091  855
 Issue of share capital             -           -
 At 30 September 2025               85,515,091  855

 

 

12.  AVAILABILITY OF INTERIM REPORT

This report is available on the Company's website at http://www.sysgroup.com.

 

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.   END  IR TTBJTMTBMTLA



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