Interim Results

About this update from System1 Group Plc

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 announces its unaudited interim results for the six months ended 30 September 2025 (" H1", "H1 FY26 ").   Statutory Basis H1 FY26 H1 FY25 Change* £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 .   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 Long & the Short (Form) of it   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 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   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  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 Chief Executive Officer Chris Willford 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 the Company 225   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 and fixtures Computer hardware Total   £'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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