Half year results

essensys PLC

17 April 2026

 

17 April 2026

essensys plc

("essensys", the "Company" or the "Group")

Half year results

essensys plc (AIM:ESYS), the leading global provider of software and technology to the flexible workspace industry, announces its unaudited results for the six months ended 31 January 2026 ("H1 26"). All information relates to this period, unless otherwise specified.

Operational Highlights

·	Restructuring implemented to enable greater focus on essensys Platform and elumo, delivering positive change and cost efficiencies
·	Enhanced customer support and monitoring delivered, transforming user experience - significantly reducing network issues and time to resolution
·	Strategic partnership with OfficeRnD launched, enhancing existing customer retention and accelerating sales cycles across both elumo and the essensys Platform
·	First cohort of elumo sites live. Customer interest remains strong, although elongated sales cycles and slower adoption rates impacted sales in H1 26

Financial Highlights

·	Positive adjusted EBITDA1 of £0.1m (H1 25: £0.8m) maintained, reflecting essensys' simplified operational structure
·	Revenue reduced by 25% to £7.8m (H1 25: £10.4m), primarily due to the continued downsizing of a single large strategic2 customer, as previously guided, as well as property portfolio rationalisation as customers focus on their more profitable sites and the anticipated impact of churn from both our smaller non-strategic customers and from our Cloud business
·	essensys remains debt free with net cash of £0.9m at 31 January 2026. Discussions remain ongoing to secure a debt facility and the Group maintains a strong focus on cash management

Offer from essensys Bidco Limited

·	Post period end, on 24 February 2026, the Independent Directors (being the essensys Directors other than Mark Furness) announced that they had agreed the terms for a recommended cash offer for essensys of 17 pence per share, to be made via a takeover offer by a newly incorporated vehicle backed by Mark Furness and other members of a concert party (the "Offer")
·	The latest time and date for the Offer to become or be declared unconditional is 5.00 p.m. on 8 May 2026

James Lowery, Chief Executive Officer of essensys, commented:

"Although we have experienced financial headwinds over the past six months, we have made significant progress in executing our strategy with a clear focus on meeting the needs of our customers, while driving new customer acquisition. We have restructured the business to provide greater focus across our two core products, transformed our customer support function and successfully delivered the first cohort of elumo customers. Alongside this, we have maintained a disciplined approach to capital allocation and operational efficiency while continuing to invest in the development of our solutions. These actions have established a solid foundation for future growth.

"The period has also seen the recommended cash offer for the Company from our Founder, Mark Furness. The Independent Directors believe that this offer will facilitate clear strategic and operational benefits for essensys's internal and external stakeholders, including the employees and customers of essensys and provides a fair and reasonable value and a certain exit opportunity for shareholders."

Financial Summary:

£m unless otherwise stated	Six months to January 2026	Six months to January 2025	Change
Revenue	7.8	10.4	-25%
Recurring revenue3	7.0	9.2	-24%
Run Rate Annual Recurring Revenue (ARR)3	12.7	16.8	-24%
Revenue at constant currency4	8.0	10.4	-23%
Recurring revenue at constant currency	7.2	9.2	-23%
Run Rate ARR at constant currency	13.0	16.8	-22%
Adjusted EBITDA1	0.1	0.8
Statutory loss before tax	(1.7)	(1.8)
Loss per share (pence)	(2.58)p	(3.00)p
Net Cash	0.9	2.2

Notes

1.	Adjusted EBITDA is earnings before tax, depreciation, amortisation, exceptional items and other non-trading items, such as share option charges
2.	Strategic customers are those customers who have potential for at least $1m annual recurring revenue ("ARR")
3.	See CFO review below for description and breakdown
4.	Current period revenue and/or costs translated into GBP using the average exchange rate for the comparative prior period

For further information, please contact:  

essensys plc		[phone]
James Lowery, Chief Executive Officer
Greg Price, Chief Financial Officer
Canaccord Genuity Limited (Nominated Adviser and Broker)		[phone]
Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Halley-Stott
Gracechurch Group
Heather Armstrong / Alexis Gore / Rebecca Scott		[phone]

Prior to publication the information communicated in this announcement was deemed by the Company to constitute inside information for the purposes of article 7 of the Market Abuse Regulation (EU) No 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No 2019/310''. With the publication of this announcement, this information is now considered to be in the public domain.

About essensys plc 

essensys is the leading provider of software and technology to landlords and flexible workspace operators. Founded in 2006 and admitted to trading on the AIM market since 2019, essensys' mission is to power the world's largest community of flexible, technology-driven spaces. Under new leadership, the Company has simplified its go-to-market strategy around two core offerings: essensys Platform and elumo.  

essensys Platform is a SaaS platform that delivers enterprise-grade Wi-Fi seamlessly across portfolios of multi-tenant workspaces, while providing data insights to optimise performance. The Group's latest offering, elumo, provides customers with a new way to manage and monetise bookable spaces. The integrated bookings and access solution transforms meeting rooms and shared spaces from operational headaches into revenue-generating assets.

With customers in the UK, Europe, North America and APAC, essensys is deploying a simplified go-to-market strategy, positioning the business for long-term growth in the flexible workspace and commercial real estate market.

Chief Executive Officer's Report

The last six months have been a period of disciplined focus for the Company, driving strategic execution and operational efficiency to ensure that the business is well positioned to deliver against its long-term vision. To strengthen the Group's solutions offering and enhance customer experience, the Group implemented a restructuring to sharpen focus on essensys Platform and elumo. This has delivered greater organisational clarity alongside improved cost efficiencies, positioning the business to further improve its market position.

Alongside this, the Group introduced an enhanced approach to customer support and network monitoring, materially improving the user experience through proactive network issue identification and faster resolution times. The launch of a strategic partnership with OfficeRnD has further strengthened the Group's go-to-market capabilities, which the Directors expect to support improved customer retention and accelerate sales cycles across both core products.

Customer interest in elumo remains strong, with the first cohort of sites now live. However, as anticipated in the current market environment, elongated sales cycles and a slower pace of adoption have impacted sales in the first half. Notwithstanding this, the Board believes that the actions taken during the period have established a strong foundation for future growth.

As announced in November 2025, essensys received a potential offer from the Group's Founder, Mark Furness, which has since progressed to a recommended cash offer following the period end.

Post period end, and following detailed consideration of the potential execution risks and capital requirements associated with the Company's strategy, the Independent Directors have concluded that the Offer represents a fair and reasonable outcome that aligns with both the needs of the business and the long-term value recognised within essensys.

Financial Performance

Revenue for H1 26 was £7.8m (H1 25: £10.4m), with Adjusted EBITDA of £0.1m (H1 25: £0.8m). Performance was supported by a continued disciplined approach across the business and the delivery of a number of cost efficiencies, with the previously announced restructuring beginning to yield tangible benefits.

During the period, the Group continued to operate against a backdrop of challenging macroeconomic conditions across the sector, which have contributed to elongated sales cycles and a slower pace of adoption of the Group's latest product, elumo.

Evolving Flexible Real Estate Market

Hybrid working has become an established model for many organisations, with global office utilisation rising to approximately 53% in 2026, up from 38% in 2024, according to research from CBRE¹. At the same time, the flexible workspace sector continues to expand, with industry forecasts indicating that flexible offices will grow from around 12% of the London office market today to approximately 20% by 2030, reflecting sustained occupier demand for more adaptable workplace solutions and increased participation from landlords.

Alongside this structural shift, the office market continues to experience a pronounced "flight to quality", as occupiers prioritise modern, technology-enabled buildings capable of supporting hybrid working and enhanced workplace experiences.

While these long-term drivers support demand for digital infrastructure and connectivity platforms across commercial buildings, the sector continues to operate within a cautious macroeconomic environment. Elevated financing costs, inflationary pressures and geopolitical uncertainty have led many real estate operators to adopt a more measured approach to capital allocation and expansion, contributing to longer decision cycles and a continued focus on portfolio optimisation across the industry.

¹2026 Global Workplace & Occupancy Insights | CBRE

Customers and Go to Market

To strengthen new customer acquisition, reduce customer churn and reflect the differing maturity levels of the Group's two core products, management reorganised the business around their specific requirements. A dedicated and agile team was established to prioritise new business generation and accelerate the adoption of elumo, while a focused essensys Platform team was tasked with deepening customer relationships, enhancing service delivery and proactively managing customer retention.

The revised structure has progressed well and is beginning to deliver the intended benefits, supporting improved commercial momentum while enabling a sharper focus across both product lines. In parallel, essensys has maintained a strong emphasis on enhancing the overall customer experience and strengthening its support offering across the business. Through targeted initiatives in customer success, support and service delivery processes, the Group has improved responsiveness, reliability and the quality of engagement with its customers. These initiatives have translated into improved customer satisfaction, reflecting higher levels of engagement and improved service outcomes. essensys views customer experience as a key differentiator and will continue to prioritise initiatives that deepen customer relationships and support long-term customer retention.

Product Innovation

During the period, the Group made strong progress in enhancing its product offering and strengthening its go-to-market approach. A key milestone was the launch of a strategic partnership with OfficeRnD for both elumo and essensys Platform. By integrating with a widely adopted workspace management system, essensys can embed its solutions more deeply within customers' operating environments, enhancing the overall value proposition, supporting improved customer retention and creating a more seamless route to adoption.

The Group has further strengthened elumo's proposition through the introduction of wireless access solutions, including wireless handles and locks. These developments simplify deployment, reduce reliance on complex infrastructure and enable faster, more scalable roll-outs, accelerating time to value for customers.

Together, the Directors believe that these initiatives position elumo and the essensys Platform at the forefront of innovation in the flexible workspace sector. elumo's intelligent IoT gateway provides a strong foundation for further development, enabling the capture of real-time sensor data and creating additional opportunities to enhance how customers manage, monetise and optimise their spaces.

Changes to the Board

As announced on 28 January 2026, Greg Price, Chief Financial Officer, informed the Board of his decision to resign from the Company to take up the role of Chief Financial Officer with Cerillion plc, the billing, charging and customer relationship management software solutions provider. Greg will stay with the Company until the end of April 2026 and will assist the Board during this period to enable an orderly handover.

Offer from essensys Bidco Limited

On 28 November 2025, the Company announced that its Founder and Non-Executive Director, Mark Furness, had submitted a preliminary, indicative and non-binding proposal for a possible all-cash offer for the entire issued and to be issued share capital of the Company.

Post period end, on 24 February 2026, the Independent Directors announced that they had agreed the terms of a recommended cash offer at 17 pence per share, representing a premium of approximately 9.7% to the closing share price on 27 November 2025 (the last business day prior to the commencement of the offer period). The latest time and date for the Offer to become or be declared unconditional is 5.00 p.m. on 8 May 2026. The Company will continue to keep shareholders updated as appropriate.

The Independent Directors believe that the acquisition will provide the Group with improved access to capital, remove public company costs, provide a more stable platform for staff and ultimately create a stronger platform to achieve the Group's growth aspirations. 

James Lowery

Chief Executive Officer

17 April 2026

Chief Financial Officer's Report

The unaudited financial results included in this announcement cover the Group's consolidated activities for the six months ended 31 January 2026. The comparatives for the previous six months were for the Group's consolidated activities for the six months ended 31 January 2025.

Financial Key Performance Indicators

£'m unless otherwise stated	Six months to January 2026	Six months to January 2025	Change
Group Total Revenue	7.8	10.4	-25%
North America	3.7	5.8	-36%
UK & Europe	3.1	3.8	-18%
APAC	1.0	0.8	24%
Recurring Revenue1	7.0	9.2	-24%
North America	3.4	5.3	-35%
UK & Europe	2.9	3.3	-14%
APAC	0.7	0.6	17%
Recurring Revenue %age of Total	89.0%	88.4%
Run Rate Annual Recurring Revenue1	12.7	16.8	-24%
Recurring Revenue at constant currency	7.2	9.2	-23%
North America	3.6	5.3	-32%
UK & Europe	2.9	3.3	-14%
APAC	0.7	0.6	19%
Run Rate ARR	13.0	16.8	-22%
Non-recurring revenue	0.8	1.2	-29%
Gross Profit	5.0	6.1	-18%
Gross Profit percentage	63%	59%
Recurring Revenue margin %age	65%	61%
Operating Expenses	(4.9)	(5.3)
Adjusted EBITDA2	0.1	0.8
Statutory loss before tax	(1.7)	(1.8)
Cash	0.9	2.2

1	See Revenue section for explanation
2	See Adjusted EBITDA explanation below

Revenue

Group total revenue decreased by 25% to £7.8m in H1 26 (H1 25: £10.4m), primarily due to the downsizing of a single large strategic customer, as previously guided, as well as property portfolio rationalisation as customers focus on their more profitable sites and the anticipated impact of churn from smaller non-strategic customers and from our Cloud business.

Recurring revenue comprises income invoiced for services that are repeatable and are consumed and delivered on a monthly basis over the term of a customer contract. Run Rate ARR is an annualisation of the recurring revenue for the month identified (January 2026); this is used by management as an indication of the annual value of the recurring revenue for that month and to monitor long term revenue growth of the business.

Run Rate ARR decreased by 24% year on year, driven by the downsizing of the customer above in North America, as well as the loss of a large UK customer at the end of December. Excluding these two customers and at constant currency, Run Rate ARR decreased by 12%.

On the same basis, ARR from strategic customers decreased by 6%. This was driven by some property portfolio rationalisation as customers focus on their more profitable sites, as well as the continuing shift in product mix away from our lower margin Cloud product and into essensys Platform software products. ARR from strategic customers continues to account for 73% (H1 25: 74%).

From a regional perspective, North America remains our largest revenue contributor. While North America declined by 36% in terms of revenue, this mainly related to the single customer above downsizing. Excluding this customer and at constant currency, Run Rate ARR for North America decreased by 14% as a result of portfolio rationalisation and still accounts for 52% of total ARR (H1 25: 50%).

While UK and Europe ARR declined by 26%, this was driven by a large UK customer, which did not renew its contract at the end of December, as announced in our November trading update. This represented ARR of £0.9m. UK and Europe was also impacted by losses of non-strategic customers and reduced demand for our Operate solution. However, APAC growth continued with 17 new sites live compared to this time last year, an increase of 52%.

Non-recurring revenue comprises set up and installation costs and is recognised when a site is live. Non-recurring revenue reduced by 29% compared to H1 25, reflecting challenging market conditions, with customers continuing to show hesitancy in capital investment. With initiatives to simplify installation, as well as the launch of elumo, we expect a reduced requirement for upfront investment, reducing barriers to entry and supporting future recurring revenue growth.

Gross margins

Gross profit decreased by 18% in the period but overall gross margins increased from 59% to 63% as a result of a higher proportion of software revenue as we see a shift in product mix away from our lower margin Cloud product, and the benefit from the programme to decommission our data centres, where 10 of 13 data centres were closed in FY25, with a further centre closed in January 2026 and one more expected to close in H2.

Operating expenses

Operating expenses represent all administrative expenses, excluding restructuring costs and non-cash items of depreciation, amortisation, impairment and share option charges.

Operating expenses decreased to £4.9m, a reduction of 8% compared to the prior period. This reflects the continuing strong emphasis on cost management and operational simplification in the business, as we control costs in the face of the challenging economic environment and builds on the savings achieved in FY24 through the Group reorganisation.

Adjusted EBITDA

Adjusted results are presented to provide a more comparable indication of the Group's core business performance by removing the impact of share based payment expenses, exceptional costs (where material and non-recurring), and other, non-trading, items that are reported separately.

Despite the challenging sales environment and lower revenues in the period, the Group maintained Adjusted EBITDA profitability, with Adjusted EBITDA amounting to £0.1m in the period (H1 25: £0.8m). This reflects our simplified operational structure, with a cost base aligned to our customers and products, and a continued focus on profitability and cash.

The Group continues to invest in product development in the UK. Where such work is expected to result in future revenue, costs incurred that meet the definition of software development in accordance with IAS38, Intangible Assets, are capitalised in the statement of financial position. During the half year, the Group capitalised £0.7m in respect of software development (H1 25: £1.1m), as it continued to invest in its products.

Cash and Going Concern

Cash at the half year end was £0.9m (H1 25: £2.2m). Cash management remains a strong focus for the Group. Cash outflows in H1 26 amounted to £1.3m, compared to £0.9m in H1 25. However, the prior period benefitted from tax credits in respect of R&D activities received in H1 25 relating to FY21 to FY23 of £0.9m. As such, underlying cash outflows improved by £0.5m.

During the period, the Group has undertaken a restructuring of the business around the specific needs of its two core products, essensys Platform and elumo, recognising the distinct characteristics and different maturity levels of each. This has generated significant annualised cost savings and in addition to the cost savings already realised from the completion of the data centre decommissioning project, protects the Group's cash position going forward.  

However, since the end of the period, the Group has continued to experience net cash outflows and the impact of market conditions on sales and consequently revenue growth has remained a challenge. While the Directors believe the Group is well positioned to deliver on its long-term strategic goals, they recognise the challenges inherent in successfully implementing, and delivering against, management's strategic plan and restoring sustainable positive cash flow generation.

On 24 February 2026, the Independent Directors announced that they had reached an agreement on the terms of a recommended cash takeover offer for the Company at 17 pence per share, to be made by a newly incorporated vehicle backed by Mark Furness and other members of a concert party. The latest time and date for the Offer to become or be declared unconditional is 5.00 p.m. on 8 May 2026. The Independent Directors believe that the takeover will provide the Group with improved access to capital, remove public company costs, provide a more stable platform for staff and ultimately create a stronger platform to achieve the Group's growth aspirations.

The timing of the Offer was later than the Independent Directors' previous expectations when the full year results to 31 July 2025 were announced on 6 January 2026. At that point, the Directors had identified possible cost efficiency actions that could be taken to further reduce the Group's cash outflows in the event that a reasonably foreseeable worst case scenario arose. Given the Offer remains in progress, the Directors have not pursued these actions.

The Directors have prepared a detailed budget and cash flow forecast of the Group's expected performance over a period covering at least the next twelve months from the date of the approval of these interim financial statements. As well as modelling the realisation of the sales pipeline and changes in the customer base, these forecasts also cover a number of adverse scenarios. The later timing of the Offer has resulted in a lower margin of cash headroom and as such, the Group is more sensitive to the adverse scenarios noted above.

The Independent Directors cannot be certain about whether the Offer will be declared unconditional or the future potential plans for the business should the Offer become unconditional. However, there are potential funding options available to the Group, should the Offer not be declared unconditional. These include debt financing (discussions of which remain ongoing) or equity funding or other forms of shareholder support. 

The sensitivity identified in the downside scenario modelled, uncertainty about potential plans for the business in the event the Offer becomes unconditional and the fact that potential funding mechanisms are not guaranteed represent material uncertainties which may cast significant doubt over the Group's ability to continue to operate as a going concern. The financial statements do not include the adjustments that would be required, should the going concern basis of preparation no longer be appropriate.

Greg Price

Chief Financial Officer

17 April 2026

UNAUDITED INTERIM FINANCIAL INFORMATION OF ESSENSYS PLC GROUP

Consolidated statement of comprehensive income

	Note	Six months  ended 31 January  2026 £'000 (unaudited)	Six months  ended 31 January  2025 £'000 (unaudited)
Revenue	2	7,843	10,425
Cost of sales		(2,867)	(4,325)
Gross profit		4,976	6,100
Administrative expenses		(6,697)	(8,011)
Other operating income		60	148
Operating loss		(1,661)	(1,763)
Operating loss analysed by:
Operating loss before share based payments and exceptional items		(2,021)	(1,407)
Share based payment expenses		512	(3)
Exceptional restructuring costs		(152)	(353)
Finance income		-	-
Finance expense		(13)	(25)
Loss before taxation		(1,674)	(1,788)
Taxation		-	(151)
Loss for the period		(1,674)	(1,939)
Other comprehensive loss
Exchange differences arising on translation of foreign operations		(14)	204
Total comprehensive loss for the period		(1,688)	(1,735)

Loss per share

Basic and diluted loss per share	3	(2.58p)	(3.00p)

 

Consolidated statement of financial position

	Note	As at 31 January 2026 £'000 (unaudited)	As at 31 July 2025 £'000 (audited)
ASSETS
Non-current assets
Intangible assets		7,109	7,949
Property, plant and equipment		521	622
Right of use assets		361	572
		7,991	9,143
Current assets
Inventories		867	732
Trade and other receivables		3,956	4,524
Cash at bank and in hand		946	1,781
		5,769	7,037
TOTAL ASSETS		13,760	16,180
EQUITY AND LIABILITIES
Equity
Shareholders' equity
Called up share capital	4	162	162
Share premium		51,660	51,660
Merger reserve		28	28
Retained earnings		(42,548)	(40,348)
Total equity		9,302	11,502
Non-current liabilities
Lease liabilities		-	-
Total non- current liabilities		-	-
Current liabilities
Trade and other payables		3,024	3,120
Contract liabilities		988	761
Lease liabilities		446	673
Current taxes		-	124
		4,458	4,678
TOTAL LIABILITIES		4,458	4,678
TOTAL EQUITY AND LIABILITIES		13,760	16,180

Consolidated statement of changes in equity

	Share capital £'000	Share premium £'000	Merger Reserve £'000	Retained  earnings £'000	Total £'000
Balance at 1 August 2025 (audited)	162	51,660	28	(40,348)	11,502
Comprehensive Income
Loss for the period	-	-	-	(1,674)	(1,674)
Currency translation differences	-	-	-	(14)	(14)
Total comprehensive loss	-	-	-	(1,688)	(1,688)
Transactions with owners
Share based payment credit	-	-	-	(512)	(512)
Balance at 31 January 2026 (unaudited)	162	51,660	28	(42,548)	9,302
Balance at 1 August 2024	162	51,660	28	(35,086)	16,764
Comprehensive Income
Loss for the period	-	-	-	(1,939)	(1,939)
Currency translation differences	-	-	-	204	204
Total comprehensive loss	-	-	-	(1,735)	(1,735)
Share based payment expense	-	-	-	3	3
Balance at 31 January 2025 (unaudited)	162	51,660	28	(36,818)	15,032

Consolidated cash flow statements

		Six months ended 31 January 2026 £'000 (unaudited)	Six months ended 31 January 2025 £'000 (unaudited)
Cash flows from operating activities
Loss before taxation		(1,674)	(1,788)
Adjustments for non-cash/non-operating items:
Amortisation of intangible assets		1,518	1,375
Depreciation of property, plant and equipment		162	278
Depreciation of right of use assets		346	569
Movement in expected credit loss provision		179	214
Share based payment (credit) / expense		(512)	3
Finance income		-	-
Finance expense		13	25
		32	676
Changes in working capital:
Increase in inventory		(135)	(154)
Decrease in trade and other receivables		389	478
Increase / (decrease) in trade and other payables		131	(918)
Cash generated from / (used by) operations		385	(594)
Taxation received		-	898
Net cash generated from operating activities		417	980
Cash flows from investing activities
Investment in product development		(712)	(1,126)
Purchase of property, plant and equipment		(65)	(35)
Interest received		-	-
Net cash used in investing activities		(777)	(1,161)
Cash flows from financing activities
Repayment of lease liabilities		(451)	(779)
Interest on lease liabilities		(13)	(25)
Net cash used in financing activities		(464)	(804)
Net decrease in cash and cash equivalents		(824)	(985)
Cash and cash equivalents beginning of period		1,781	3,101
Effects of foreign exchange rate changes		(11)	73
Cash and cash equivalents at end of period		946	2,189

 

Notes to the unaudited interim financial information

1.  Basis of preparation

The unaudited condensed interim financial information presents the consolidated financial results of essensys plc and its wholly owned subsidiaries (together, "essensys plc Group" or "the Group") for the six-month period to 31 January 2026 and does not constitute statutory accounts within the meaning of Section 434 (3) of the Companies Act 2006.

The annual financial statements of the Group are prepared in accordance with the UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006. This financial information does not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Annual Report for the year ended 31 July 2025.  

The comparative financial information presented herein for the year ended 31 July 2025 does not constitute full statutory accounts for that period. The statutory Annual Report and Financial Statements for the year ended 31 July 2025 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statements for the year ended 31 July 2025 was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

essensys plc is the Group's ultimate parent company. It is a public company admitted to trading on the AIM Market of London Stock Exchange plc and is domiciled in the United Kingdom. The address of its registered office and principal place of business is Unit 2H, 1 Finsbury Avenue, London EC2M 2PF.

Going Concern

The interim financial statements have been prepared on a going concern basis. In making their assessment of the Group's ability to continue as a going concern, the Directors have considered a period extending at least twelve months from the date of approval of this half yearly financial report.

Since the end of the period to January 2026, the Group has continued to experience net cash outflows and the impact of market conditions on sales and consequently revenue growth has remained a challenge. While the Directors believe the Group is well positioned to deliver on its long-term strategic goals, they recognise the challenges inherent in successfully implementing, and delivering against, management's strategic plan and restoring sustainable positive cash flow generation. The Group has made significant progress in reducing its operational cost base, particularly through the programme to decommission data centres and the restructure of the business in November 2025.

On 24 February 2026, the Independent Directors announced that they had reached an agreement on the terms of a recommended cash takeover offer for the Company at 17 pence per share, to be made by a newly incorporated vehicle backed by Mark Furness and other members of a concert party. The latest time and date for the Offer to become or be declared unconditional is 5.00 p.m. on 8 May 2026. The Independent Directors believe that the takeover will provide the Group with improved access to capital, remove public company costs, provide a more stable platform for staff and ultimately create a stronger platform to achieve the Group's growth aspirations.

The timing of the Offer was later than the Independent Directors' previous expectations when the full year results to 31 July 2025 were announced on 6 January 2026. At that point, the Directors had identified possible cost efficiency actions that could be taken to further reduce the Group's cash outflows in the event that a reasonably foreseeable worst case scenario arose. Given the Offer remains in progress, the Directors have not pursued these actions.

The Directors have prepared a detailed budget and cash flow forecast of the Group's expected performance over a period covering at least the next twelve months from the date of the approval of these interim financial statements. As well as modelling the realisation of the sales pipeline and changes in the customer base, these forecasts also cover a number of adverse scenarios. The later timing of the Offer has resulted in a lower margin of cash headroom and as such, the Group is more sensitive to the adverse scenarios noted above.

The Independent Directors cannot be certain about whether the Offer will be declared unconditional or the future potential plans for the business should the Offer become unconditional. However, there are potential funding options available to the Group, should the Offer not be declared unconditional. These include debt financing (discussions of which remain ongoing) or equity funding or other forms of shareholder support. 

The sensitivity identified in the downside scenario modelled, uncertainty about potential plans for the business in the event the Offer becomes unconditional and the fact that potential funding mechanisms are not guaranteed represent material uncertainties which may cast significant doubt over the Group's ability to continue to operate as a going concern. The financial statements do not include the adjustments that would be required, should the going concern basis of preparation no longer be appropriate.

2.  Segmental reporting

The Group operates in three main geographic areas, North America; the United Kingdom & Europe; and Asia Pacific region. The Group's revenue per geographical area is as follows:

	Six months ended 31 January 2026 unaudited £'000	Six months ended 31 January 2025 unaudited £'000
North America	3,707	5,789
United Kingdom & Europe	3,102	3,800
Asia Pacific	1,034	836
	7,843	10,425

The Group has two main revenue streams, essensys Platform and Operate. The Group's revenue per revenue stream is as follows:

	Six months ended 31 January 2026 unaudited £'000	Six months ended 31 January 2025 unaudited £'000
essensys Platform	7,292	9,781
Operate	551	644
	7,843	10,425

Group revenue disaggregated between revenue recognised 'at a point in time' and 'over time' is as follows:

	Six months ended 31 January 2026 unaudited £'000	Six months ended 31 January 2025 unaudited £'000
Revenue recognised at a point in time	861	1,214
Revenue recognised over time	6,982	9,211
	7,843	10,425

3.    Loss per share

The loss per share has been calculated using the loss for the period and the weighted average number of ordinary shares outstanding during the period, as follows:

	Six months ended 31 January 2026 unaudited £'000	Six months ended 31 January 2025 unaudited £'000
Loss for the period attributable to equity holders of essensys Group	(1,674)	(1,939)
Weighted average number of ordinary shares	64,769,109	64,699,750
Loss per share	(2.58p)	(3.00p)

As the Group is loss making in both periods presented, the share options over ordinary shares have an anti-dilutive effect and therefore no dilutive loss per share is disclosed.

4.    Called up share capital 

	As at 31 January 2026 unaudited No.	As at 31 July 2025 audited No.
Allotted, called up and fully paid
0.25p ordinary shares	64,811,336	64,751,832
	31 January 2026 unaudited £'000	31 July 2025 audited £'000
Allotted, called up and fully paid
0.25p ordinary shares	162	162

5.    Post balance sheet events

After the period end, on 24 February 2026, the Independent Directors announced that they had agreed the terms of a recommended cash offer at 17 pence per share, to be made by a newly incorporated vehicle backed by Mark Furness and other members of a concert party. The latest time and date for the Offer to become or be declared unconditional is 5.00 p.m. on 8 May 2026.

 

END