REG - System1 Group PLC - Interim Results
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RNS Number : 7786J System1 Group PLC 02 December 2025
Press Release
2 December 2025
System1 Group PLC (AIM: SYS1)
("System1" or "the Group" or "the Company")
Unaudited interim results for the six months ended 30 September 2025
System1 Group www.system1group.com (http://www.system1group.com/) announces
its unaudited interim results for the six months ended 30 September 2025
("H1", "H1 FY26").
Statutory Basis H1 H1 Change*
FY26 FY25
£m £m %
Platform 16.2 16.7 -3%
Non-Platform 0.9 1.6 -46%
Total Revenue 17.1 18.3 -7%
Gross Profit 14.9 16.0 -7%
Operating Costs (14.6) (13.7) 7%
Other Operating Income - 0.3 -100%
Profit before Taxation 0.3 2.6 -90%
Income Tax Expense (0.2) (0.8) -83%
Profit for the Period 0.1 1.7 -94%
Diluted Earnings per Share 0.9p 13.8p -93%
* Percentages and totals are based on numbers rounded to £'000s
H1 Highlights
· As previously announced on 23 September and further explained at the 22 October Capital Markets Day, the Company experienced lower, but ongoing, spend from many of its largest clients during H1, due to the wider macroeconomic uncertainty.
· Continued revenue growth in the USA (+3%), and APAC (+11%). UK -9%, LatAm -5%. Year-on-year FX impacts in all non-UK regions reduced reported revenue growth by ca 2% overall.
· Platform revenue declined 3% on H1 FY25 to £16.2m and represented 95% of total revenue (H1 FY25: 91%). Total revenue decreased by 7%.
· New client revenue £3.4m in H1 (H1 FY25: £3.2m).
· Innovation Revenue +26% on H1 FY25, Adtesting down by 10%.
· Gross profit margin in line with H1 FY25 at 87.0% (H1 FY25: 87.3%).
· Operating expenditure increased by 7% to £14.6m (H1 FY25:
£13.7m), due mainly to investment in future growth, with lower variable pay
mitigating the year-on-year increase.
· Non-repetition of £0.3m H1 FY25 Other Operating Income relating
to sublease income on a former property lease and a trademark co-existence
agreement.
· Share based payments charge of £0.1m (H1 FY25: credit of £0.1m). Adjusted Profit before Taxation(1) £0.3m (H1 FY25: £2.4m).
· Cash balance of £10.8m as at 30 September 2025 (31 March 2025: £12.9m; 30 September 2024: £8.9m).
· £2.1m free cash outflow in H1 (H1 FY25: outflow of £0.3m) due mainly to the payment of bonuses earned in the previous financial year.
System1 CEO James Gregory commented:
"We have made good progress in the focus areas of Innovation, the USA and
winning with the world's largest brands - and this in the face of reduced
market research spend by a number of our large clients.
With further new client wins, and bookings in October and November that have
been stronger than we saw in H1, the Company continues to trade in line with
the guidance(2) we gave in the 23 September 2025 trading update."
(1) Adjusted Profit is Profit before Taxation excluding share-based payments
(2) For the purpose of this announcement, the guidance provided in the 23
September 2025 announcement was for FY26 Revenue to be broadly in line with
the £37m achieved in FY25, and Adjusted Profit beforeTaxation(1) in a range
between £2.0 to £2.5 million.
Further information on the Company can be found at www.system1group.com
(http://www.system1group.com/) .
This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication
of this announcement, this information is now considered to be in the public
domain.
For further information, please contact:
System1 Group PLC Tel: +44 (0)7467 990147
James Gregory, CEO
Chris Willford, CFO
Canaccord Genuity Limited Tel: +44 (0)20 7523 8000
Simon Bridges / Andrew Potts/ Harry Rees
Interim Statement
Financial Performance
KPIs H1 FY26 H1 FY25
Platform Revenue as a % of Total Revenue 95 91
Platform Revenue growth % (3) 53
Gross Profit % Revenue 87.0 87.3
Adjusted EBITDA £m* (1) 1.0 3.0
Adjusted EBITDA % Revenue 6 16
"Rule of 40" (2) 3 69
Free cash flow(3) (2.1) (0.3)
Net cash £m 10.8 8.9
(1) Statutory profit before taxation + share-based payments + interest,
depreciation and amortisation
(2) Platform Revenue growth % + Adjusted Group EBITDA % Group Revenue
(3) Cash flow after interest and payments for operating leases treated as
finance leases under IFRS 16, and before debt raising/reduction,
buybacks/dividends.
Revenues Sep-25 Sep-24
Revenue Revenue
£'000 £'000
By location of customer
USA 6,555 6,353
LatAm 1,110 1,171
United Kingdom 7,049 7,767
Rest of Europe 1,349 2,097
APAC 1,053 945
17,116 18,333
By product variant
Data ("Predict Your") 13,429 13,365
Data-led consultancy ("Improve Your") 2,801 3,334
Platform revenue 16,230 16,699
Other consultancy (non-platform) 886 1,634
17,116 18,333
By product group
Communications (Ad Testing) 14,317 15,874
Brand (Brand Tracking) 1,152 1,148
Innovation 1,647 1,311
17,116 18,333
Total revenue decreased by 7% on H1 FY25 to £17.1m and Platform revenue
declined 3% to £16.2m, representing 95% of total revenue (H1 FY25: 91%).
Within Platform revenue Data was flat year on year at £13.4m and Data-led
consultancy decreased by 16% from £3.3m to £2.8m. In the US total revenue
increased by 3% to £6.6m and US platform revenue by 11% to £6.0m. APAC
continued to grow strongly, up 11% on the comparable prior-year period.
Continental Europe was 36% lower year on year despite improving quarter on
quarter, with LatAm and the UK down on H1 FY25 by 5% and 9% respectively. The
reported reduction in LatAm revenue was entirely due to currency movements;
the UK outturn reflected lower but ongoing spend by existing clients due to
the wider macroeconomic uncertainty. The rest of Europe, particularly for
automotive and luxury goods clients, was severely affected by global tariff
uncertainty in the first quarter, but trading in that region has improved
steadily since then.
Ad testing (Comms) revenue decreased by 10% to £14.3m. Brand was flat on H1
FY25 at £1.2m, with Innovation growing by 26% over the same period to £1.6m
following significant and accelerated investment as we continue to develop and
enhance the offering.
Our fame-building, products and partnerships helped the Company to win 160 new
platform clients in H1 (H1 FY25: 161). Noteworthy initiatives in H1
included:
· The (https://system1group.com/creative-effectiveness-tiktok)
(https://system1group.com/creative-effectiveness-tiktok) Long & the Short
(Form) of it (https://system1group.com/creative-effectiveness-tiktok)
System1 and TikTok partnered to explore what makes TikTok ads effective.
Using our Test Your Ad platform, the research reveals how sentiment,
attention, and creative features impact performance, offering insights on
sustaining attention, entertaining users, and integrating branding
effectively. At the same time the business launched a new Test Your Ad Social
product, targeting digital advertising, the fastest growing ad spend area.
· The (https://system1group.com/the-creative-dividend)
(https://system1group.com/the-creative-dividend) Creative Dividend
(https://system1group.com/the-creative-dividend) For the first time, System1
has combined the Effie Case Library with our emotion-first creative
measurement database, Test Your Ad, to build the largest global creative
effectiveness databank. The research introduces the Creativity Stack: five
evidence-based creative principles that allow any brand to create lasting
effects with brilliant advertising.
· Double Take (https://system1group.com/seeing-gen-z)
(https://system1group.com/seeing-gen-z)
(https://system1group.com/seeing-gen-z) in partnership with JCDecaux draws on
System1's predictive testing of 1000+ OOH campaigns with 180,000 consumers
across 7 markets using its Test Your Ad
(https://system1group.com/test-your-ad) platform. For the first time, a
subset of these results have been linked to JCDecaux's campaign performance
data to reveal how emotion and branding drive brand and commercial effects in
one of the world's most powerful media channels
New business wins in the US delivered £1.1m of platform revenue in H1 and
included:
· the largest supermarket operator in the US;
· a multi-billion-dollar US beverage business; and
· a global top 3 video gaming brand.
In the UK and Europe new business flow was also strong with ca 100 new clients
onboarded in H1 delivering £1.8m of platform revenue, including:
· a global banking and wealth management company;
· a global entertainment and media business; and
· the UK's largest wealth manager
Gross profit margin decreased slightly from 87.3% in H1 FY25 to 87.0%, and
remained comfortably above our 85% benchmark.
Operating Costs increased by 7% versus H1 last year due mainly to investment
in growth over the past 18 months, with lower variable pay mitigating the
year-on-year increase.
Overall average headcount increased by 20% to 191 FTE owing to new hires
principally in the Sales and Operations teams to deliver and support business
growth with existing and new clients
Other Operating Income
The lack of other operating income in H1 reflects the non-repetition of £0.3m in H1 FY25 relating to sublease income on a former property lease and a trademark co-existence agreement.
Tax
The Group has recognised a tax charge of £0.1m in the six months to 30 September 2025 (H1 FY25: tax charge of £0.8m). The increase in the effective tax rate from 31% in H1 FY25 to 54% in H1 FY26 is attributable to the uneven distribution of profits in H1.
Earnings Per Share
Diluted and Basic Earnings per Share declined to 0.9p from an H1 FY25 Diluted
and Basic earnings per share of 13.8p and 13.9p respectively, in line with the
decrease in post-tax profits in H1 FY26.
Cash
The Group ended the period with cash of £10.8m (H1 FY25 £8.9m, FY25:
£12.9m). Free cash flow after property lease costs and interest income
amounted to an outflow of £2.1m in the first half, reflecting the payment of
£2.2m in bonuses and commissions relating to FY25. (H1 FY25: free cash
outflow of £0.3m).
Dividend
The final dividend for FY25 (£1.4m) was paid on 17 October. As previously
announced, the Board's policy is to declare a final dividend only and there is
therefore no proposed interim payment.
Balance Sheet
Total equity increased to £14.4m (31 March 2025: £14.1m), arising from the
year-to-date post-tax profit of £0.1m and a £0.1m gain on foreign currency
reserves arising from the revaluation of net assets held in overseas
subsidiaries at 30 September 2025. Intangible assets have decreased by £0.1m
as a result of amortisation charges of £0.4m on completed projects,
offsetting the capitalisation of £0.3m associated with further development of
the platform. Property, plant and equipment has increased by £0.7m, along
with an increase in lease liabilities of £0.6m, as a result of the inception
of new office leases in the UK and the US.
Current trading and outlook
With further new client wins, and bookings in October and November that have
been stronger than we saw in H1, the Company continues to trade in line with
the guidance(2) we gave in the 23 September 2025 update.
James Gregory Chris Willford
Chief Executive Officer Chief Financial Officer
Condensed Consolidated Income Statement
for the 6 months ended 30 September 2025
Note Sep-25 Sep-24
£'000 £'000
Revenue 3 17,116 18,333
Cost of sales (2,227) (2,319)
Gross profit 14,889 16,014
Administrative expenses (14,646) (13,751)
Other operating income - 264
Operating profit 243 2,527
Finance income 23 41
Finance expense (12) (14)
Profit before taxation 254 2,554
Income tax expense (138) (796)
Profit for the period 116 1,758
Attributable to the equity holders of the Company 116 1,758
Earnings per share attributable to equity holders of the Company
Basic earnings per share 4 0.9p 13.9p
Diluted earnings per share 4 0.9p 13.8p
CONDENSED Consolidated Statement of Comprehensive Income
for the 6 months ended 30 September 2025
Sep-25 Sep-24
£'000 £'000
Profit for the period 116 1,758
Other comprehensive income:
Items that may be subsequently reclassified to profit
Currency translation differences on translating foreign operations 109 (190)
Other comprehensive income for the period, net of tax 109 (190)
Total comprehensive income for the period attributable to equity holders of 225
the Company
1,568
CONDENSED Consolidated Balance Sheet
as at 30 September 2025
Registered no. 05940040
Note Sep-25 Mar-25
£'000 £'000
ASSETS
Non-current assets
Property, plant, and equipment 7 1,309 638
Intangible assets 8 1,111 1,254
Deferred tax asset 148 194
2,568 2,086
Current assets
Contract assets 216 205
Trade and other receivables 6,905 6,822
Cash and cash equivalents 10.752 12,871
17,873 19,898
Total assets 20,441 21,984
EQUITY
Attributable to equity holders of the Company
Share capital 10 132 132
Share premium account 1,601 1,601
Merger reserve 477 477
Foreign currency translation reserve 205 96
Retained earnings 11,946 11,797
Total equity 14,361 14,103
LIABILITIES
Non-current liabilities
Lease liabilities 9 626 -
626 -
Current liabilities
Provisions 7 -
Lease liabilities 9 508 526
Contract liabilities 951 758
Income taxes payable 352 643
Trade and other payables 3,636 5,954
5,454 7,881
Total liabilities 6,080 7,881
Total equity and liabilities 20,441 21,984
CONDENSED Consolidated Statement of Cash Flows
for the 6 months ended 30 September 2025
Note Sep-25 Sep-24
£'000 £'000
Net cash generated from operations 11 (1,082) 815
Tax paid (403) (434)
Net cash generated from operating activities (1,485) 381
Cash flows from investing activities
Purchases of property, plant, and equipment 7 (91) (53)
Purchase of intangible assets 8 (255) (261)
Net cash used by investing activities (346) (314)
Net cash flow before financing activities (1,831) 67
Cash flows from financing activities
Interest received 23 41
Interest paid (12) (14)
Property lease liability payments (296) (430)
Net cash used by financing activities (285) (403)
Net (decrease)/increase in cash and cash equivalents (2,116) (336)
Cash and cash equivalents at beginning of period 12,871 9,610
Exchange gain on cash and cash equivalents (3) (422)
Cash and cash equivalents at end of period 10,752 8,852
Sep-25 Sep-24
£'000 £'000
Net cash flow before financing activities (1,831) 66
Net cash flow for property leases (308) (444)
Free cashflow (2,139) (378)
Consolidated Statement of Cash Flows (continued)
for the 6 months ended 30 September 2025
Consolidated Movements in Net Cash/(Debt)
Cash and cash equivalents Lease liabilities Total
£'000 £'000 £'000
At 1 April 2024 9,610 (346) 9,264
Cash flows (336) 444 108
Non-cash charges
Interest on lease liabilities - (14) (14)
New lease liabilities - (758) (758)
Disposal of lease liabilities - 42 42
Exchange and other non-cash movements (422) - (422)
At 30 September 2024 8,852 (632) 8,220
Consolidated Movements in Net Cash/(Debt)
Cash and cash equivalents Lease liabilities Total
£'000 £'000 £'000
At 1 April 2025 12,871 (526) 12,345
Cash flows (2,116) 308 (1,808)
Non-cash charges
Interest on lease liabilities - (12) (12)
New lease liabilities - (1,102) (1,102)
Disposal of lease liabilities - 198 198
Exchange and other non-cash movements (3) - (3)
At 30 September 2025 10,752 (1,134) 9,618
Consolidated Statement of Changes in Equity
for the 6 months ended 30 September 2025
Share capital Share premium account Merger reserve Foreign currency translation reserve Retained earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2024 132 1,601 477 351 8,007 10,568
Profit for the period - - - - 1,758 1,758
Other comprehensive income:
- currency translation differences - - - (190) - (190)
Total comprehensive income - - - (190) 1,758 1,568
Transactions with owners:
Employee share options:
- value of employee services - - - - (105) (105)
- deferred tax credited to equity - - - - 32 32
At 30 September 2024 132 1,601 477 161 9,692 12,063
At 1 April 2024 132 1,601 477 351 8,007 10,568
Profit for the period - - - - 4,473 4,473
Other comprehensive income:
- currency translation differences - - - (255) - (255)
Total comprehensive income - - - (255) 4,473 4,218
Transactions with owners:
Employee share options:
- value of employee services - - - - (64) (64)
- deferred tax credited to equity - - - - 15 15
Dividends paid (634) (634)
At 31 March 2025 132 1,601 477 96 11,797 14,103
At 1 April 2025 132 1,601 477 96 11,797 14,103
Profit for the period - - - - 116 116
Other comprehensive income:
- currency translation differences - - - 109 - 109
Total comprehensive income - - - 109 116 225
Transactions with owners:
Employee share options:
- value of employee services - - - - 49 49
- deferred tax credited to equity - - - - (16) (16)
At 30 September 2025 132 1,601 477 205 11,946 14,361
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
System1 Group PLC (the "Company") was incorporated on 19 September 2006 in the
United Kingdom. The Company's principal operating subsidiary, System1 Research
Limited, was at that time already established, having been incorporated on 29
December 1999. The address of the Company's registered office is 4 More London
Riverside, London, UK SE1 2AU. The Company's shares are listed on the AIM
Market of the London Stock Exchange ("AIM").
The Company and its subsidiaries (together the "Group") provide predictive
marketing data and market research consultancy.
The Board of Directors approved these interim financial statements for the six
months ended 30 September 2025 for issuance on 2 December 2025.
The financial information set out in this interim report does not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006 and is
unaudited. The Group's latest statutory financial statements were for the year
ended 31 March 2025 and these have been approved by the Board of Directors and
filed with the Registrar of Companies. These accounts, which contained an
unqualified audit report under Section 495, did not include a reference to any
matters to which the auditor drew attention by way of emphasis of matter and
did not contain a statement under Section 498 (2) or (3) of the Companies Act
2006.
1. Basis of Preparation
This condensed consolidated interim financial information has been prepared in
accordance with UK adopted IAS 34 Interim Financial Reporting and on the going
concern basis. The Board reviews the performance of the Group monthly, and
senior management has a weekly assessment of sales revenue. The Group also
prepares and reviews cash flow forecasts and is confident that the going
concern assessment remains appropriate. The results presented in this report
are unaudited and they have been prepared in accordance with the recognition
and measurement principles of UK-adopted International Accounting Standards
that are expected to be applicable to the financial statements for the year
ending 31 March 2026 and on the basis of the accounting policies to be used in
those financial statements. The condensed consolidated financial statements do
not include all the information and disclosures required in the annual
financial statements and should be read in conjunction with the Group's annual
financial statements, being the statutory financial statements for System1
Group plc, as at 31 March 2025, which have been prepared in accordance with UK
adopted International Accounting Standards with the requirements of the
Companies Act 2006 as applicable to companies reporting under those standards.
The preparation of financial statements in accordance with UK-adopted
International Accounting Standards ("UK-adopted IFRS") requires the use of
certain critical accounting estimates.
2. Principal accounting policies
The principal accounting policies adopted are consistent with those of the
financial statements for the year ended 31 March 2025.
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
3. Segment Information
The financial performance of the Group's geographic operating units
("Reportable Segments") is set out below*.
Sep-25 Sep-24
Revenue Revenue
£'000 £'000
By location of customer
USA 6,555 6,353
LatAm 1,110 1,171
United Kingdom 7,049 7,767
Rest of Europe 1,349 2,097
APAC 1,053 945
17,116 18,333
*Segmental revenue is revenue generated from external customers and so
excludes intercompany revenue and is attributable to geographical areas based
upon the location in which the service is delivered.
Consolidated balance sheet information is regularly provided to the Executive
Directors while segment balance sheet information is not. Accordingly, the
Company does not disclose segment balance sheet information here.
Sep-25 Sep-24
Revenue Revenue
£'000 £'000
By product variant
Data ("Predict Your") 13,429 13,365
Data-led consultancy ("Improve Your") 2,801 3,334
Platform revenue 16,230 16,699
Other consultancy (non-platform) 886 1,634
17,116 18,333
By product group
Communications (Ad Testing) 14,317 15,874
Brand (Brand Tracking) 1,152 1,148
Innovation 1,647 1,311
17,116 18,333
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
4. Earnings Per Share
Sep-25 Sep-24
Profit attributable to equity holders of the Company, in £'000 116 1,758
Weighted average number of Ordinary Shares in issue 12,689,073 12,685,858
Basic earnings per share 0.9p 13.9p
Profit attributable to equity holders of the Company, in £'000 116 1,758
Weighted average number of Ordinary Shares in issue 12,689,073 12,685,858
Share options 30,103 30,103
Weighted average number of Ordinary Shares for diluted earnings per share 12,719,176 12,715,961
Diluted earnings per share 0.9p 13.8p
5. Headcount
The average number of staff employed by the Group during the period was as
follows:
Sep-25 Sep-24
No. No.
Sales and marketing 74 54
Operations 58 50
IT 33 30
Administration 26 26
191 160
6. Dividends
The Company did not pay dividends in the six months ended 30 September 2025
and 30 September 2025. The Company does not propose the payment of an interim
dividend. On 17 October 2025 the Company paid a final ordinary and special
dividend of £1,395,798 (5.5p per share and 5.5p per share respectively) in
respect of the year ended 31 March 2025, including £333,513 paid to the
Company's Directors in relation to their shareholdings.
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
7. Property, Plant, and Equipment
Right-of-use assets Furniture Computer hardware Total
and fixtures
£'000 £'000 £'000 £'000
Cost at 1 April 2024 172 - 303 475
Additions 955 - 127 1,082
Disposals (102) - - (102)
Foreign exchange (27) - (1) (28)
Cost at 31 March 2025 998 - 429 1,427
Depreciation at 1 April 2024 24 - 226 250
Depreciation charge for the year 500 - 84 584
Disposals (51) - - (51)
Foreign exchange 9 - (3) 6
Depreciation at 31 March 2025 482 - 307 789
Carrying amount 31 March 2025 516 - 122 638
Cost at 1 April 2025 998 - 429 1,427
Additions 1,102 3 88 1,193
Disposals (710) - - (710)
Foreign exchange 2 - 2 4
Cost at 30 September 2025 1,392 3 519 1,914
Depreciation at 1 April 2025 482 - 307 789
Depreciation charge for the period 304 - 25 329
Disposals (513) - - (513)
Foreign exchange (2) - 2 -
Depreciation at 30 September 2025 271 - 334 605
Carrying amount 30 September 2025 1,121 3 185 1,309
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
8. Intangible assets
Development costs Software Total
£'000 £'000 £'000
Cost at 1 April 2024 1,961 525 2,486
Additions 468 - 468
Cost at 31 March 2025 2,429 525 2,954
Amortisation at 1 April 2024 524 384 908
Amortisation for the year 653 139 792
Amortisation at 31 March 2025 1,177 523 1,700
Carrying value at 31 March 2025 1,252 2 1,254
Cost at 1 April 2025 2,429 525 2,954
Additions 255 - 255
Cost at 30 September 2025 2,684 525 3,209
Amortisation at 1 April 2025 1,177 523 1,700
Amortisation for the period 398 - 398
Amortisation at 30 September 2025 1,575 523 2,098
Carrying value at 30 September 2025 1,109 2 1,111
The only software asset as at 31 March and 30 September 2025 is the Group's
finance and operations system that was brought into use October 2020.
Development costs relate to costs capitalised for the development of the
following:
"Test Your" platform, which underpins the delivery of our data and data led
consultancy product suite and was completed during the year ended 31 March
2023. The carrying value at 30 September 2025 was £56k (31 March 2025:
£205k)
Supply Chain Automation platform which enables System1 to interface (via API)
with multiple suppliers of panel respondents and was substantially completed
at 31 March 2024. The carrying value at 30 September 2025 was £528k (31 March
2025: £724k)
Modular Surveys, which facilitates the automation of custom products and was
completed in two phases in the year ended 31 March 2025. The carrying value at
30 September 2025 was £144k (31 March 2025: £178k)
Boost, which optimises our methodology for sourcing sample respondents, which
was substantially completed in August 2025. The carrying value at 30 September
2025 was £284k (31 March 2025: £145k)
Tag and Search, a data optimisation tool completed in July 2025. The carrying
value at 30 September 2025 was £99k (31 March 2025: £nil).
Development costs in respect of completed projects are tested for impairment
where impairment indicators exist. No indicators exist at 30 September 2025
(31 March 2025: none). Development costs in respect of ongoing projects are
tested for impairment at each reporting date. The carrying value of the assets
in each case are assigned to their respective cash generating units for the
purposes of assessing future cashflows. The principal assumptions used in the
forecasts were the timing and amount of future revenues and cost savings,
which were derived from the latest forecasts approved by the Board. Following
the assessment, the Board have determined that no impairment of assets is
required as at 30 September 2025 (31 March 2025: £nil). The headroom in the
impairment review exceeds the carrying value of the asset.
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
9. Borrowings
The analysis of the maturity of lease liabilities is as follows:
Sep-25 Mar-25
£'000 £'000
Within one year 547 535
Later than 1 but no later than 5 years 648 -
More than 5 years - -
Minimum lease payments 1,195 535
Future finance charges (61) (9)
Recognised as a liability 1,134 526
The present value of finance lease liabilities is as follows:
Sep-25 Mar-25
£'000 £'000
Within one year 508 526
Later than 1 but no later than 5 years 626 -
More than 5 years - -
1,134 526
On 22 February 2023, the Company entered into an Overdraft Facility with HSBC.
The facility of up to a maximum of £1,500,000, is secured over the Company's
trade receivables, and incurs interest at 3% above the Bank of England base
rate on drawn balances. The facility has no fixed end date and can be
cancelled by either party at any time. During the period ended 30 September
2025, the Company has not drawn any amounts under the facility, and no amounts
have been drawn to the date of the signing of these financial statements
(amounts drawn in the year ended 31 March 2025: £nil).
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
10. Share Capital
The share capital of System1 Group PLC consists of fully paid Ordinary Shares
("Shares") with a par value of one penny each. All Shares, excluding Treasury
Shares, are equally eligible to receive dividends and the repayment of capital
and represent one vote at the Annual General Meeting.
Sep-25 Mar-25
No. £'000 No. £'000
Allotted, called up, and fully paid ordinary shares 13,226,773 132 13,226,773 132
At 1 April and at 30 September
Sep-25 Mar-25
Treasury shares Weighted average exercise price per share Treasury shares Weighted average exercise price per share
No. Pence No. Pence
Shares held by Treasury
At 1 April 537,700 537,700
Transfer of shares to satisfy options exercise - - - -
At 30 September 537,700 537,700
11. Net Cash Generated from Operations
Sep-25 Sep-24
£'000 £'000
Profit before taxation 253 2,554
Depreciation of property, plant, and equipment 329 264
Amortisation and impairment of intangible assets 398 329
Profit on disposal of property, plant and equipment - (2)
Interest received (11) (27)
Share-based payment expense/(credit) 49 (105)
Increase in contract assets (11) (24)
Decrease in finance lease receivables - 85
Increase in trade and other receivables (83) (167)
Decrease in trade and other payables (2,318) (2,182)
Increase/(decrease) in contract liabilities 192 (158)
Increase/(decrease) in provisions 7 (6)
Exchange differences on operating items 113 254
Net cash (used in)/generated from operations (1,082) 815
Notes to the Condensed Consolidated Financial Statements
for the 6 months ended 30 September 2025
12. Expenses by Nature
Sep-25 Sep-24
£'000 £'000
Employee benefit expense 9,151 7,139
Employee benefit expense - variable pay 302 1,891
Other research and development costs 1,076 538
Capitalised development costs - gross of amortisation (255) (261)
Depreciation, amortisation, and impairment 729 593
Lease expense related to short term leases 20 63
Net foreign exchange losses 90 429
Third party direct costs (sample, translation, data processing) 2,227 2,319
Indirect delivery costs 448 465
Other expenses 3,085 2,894
16,873 16,070
13. Reconciliation between Profit Before tax and Adjusted EBITDA:
Sep-25 Sep-24
£'000 £'000
Profit Before Tax 253 2,554
Add:
Share-based payment expense/(credit)* 51 (131)
Adjusted Profit Before Tax 304 2,423
Finance income (23) (41)
Finance expense 12 14
Depreciation 329 264
Amortisation 398 329
Adjusted EBITDA 1,020 2,989
*Share-based payment expenses include the associated cost of the provision for employer's social security.
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