SysGroup : AR&A FY25

Annual report and accounts 2025

SysGroup plc is a leading managed service provider delivering end-to-end, future-ready technology solutions designed to accelerate the growth and innovation of UK SMEs.

We specialise in cybersecurity, cloud services, connectivity and digital transformation - helping businesses scale efficiently, operate securely, and stay competitive in an increasingly data-driven world. Through strong partnerships with world-class technology providers, we deliver resilient, AI-ready infrastructures that position our customers for long-term success.

Our integrated suite of modern technologies supports the full spectrum of data needs, covering everything from infrastructure

and applications to users and security.

As specialists in Artificial Intelligence (AI) and Machine Learning (ML) enablement, we help SMEs navigate common adoption challenges - such as developing a clear strategy or implementation roadmap.

Whilst many providers focus primarily on large enterprises, SysGroup is uniquely positioned to support SMEs with tailored AI/ML solutions and practical, hands-on expertise.

As at 31 March 2025, SysGroup employed 100 staff across offices in Manchester, Edinburgh, London and Newport.

2 SysGroup plc Annual report and accounts 2025

Contents

04 Highlights

Strategic report

06 Executive Chairman's statement

10 Chief Financial Officer's report

15 Principal risks and uncertainties

17 s172 statement

20 Environmental, social and governance (ESG) report

Governance report

26 Board of Directors

27 Directors' report

30 Directors' remuneration report

34 Corporate governance report

41 Statement of Directors' responsibilities

Financial statements

42 Independent auditor's report to the members of SysGroup plc

52 Consolidated statement of comprehensive income

53 Consolidated statement of financial position

55 Company statement of financial position

57 Consolidated statement of changes in equity

59 Company statement of changes in equity

60 Consolidated statement of cash flows

61 Notes to the consolidated financial statements

98 Company information

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Highlights

Financial	2025	2024	Change %
Revenue	£20.50m	£22.71m	(10%)
Recurring revenue as a % of total revenue	79%	76%	+3pp
Gross margin %	49%	46%	+3pp
Adjusted EBITDA1	£0.95m	£2.01m	(53%)
Statutory loss before tax	£(2.45)m	£(6.57)m	63%
Basic EPS	(2.2)p	(12.1)p	82%
Adjusted basic EPS2	0.3p	2.1p	(86%)
Cash and cash equivalents	£8.74m	£1.94m	351%
Net cash/(debt)3	£3.60m	£(3.40)m	206%

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Strategic and operational highlights

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SysGroup has undergone a comprehensive transformation across strategy, operations, and financial architecture:

Strategic Repositioning:

Transitioned from legacy hosting and resale into a consultative, full-spectrum solutions provider at the intersection of cybersecurity and AI.

• Enhanced Capabilities:

  • Five integrated technology pillars now

    underpin SysGroup's offering, addressing the full technology lifecycle for SME customers.

  • Acquisition of the trade and assets of Crossword Consulting Limited ('CCL') added deep cybersecurity advisory services, expanding our reach into FTSE

    clients and enabling board-level engagement.

  • Strengthened partnerships with world leading technology providers to deliver integrated and complementary solutions.

Operational Restructuring:

Integrated prior acquisitions, closed two offices, and consolidated duplicated functions. Completed a full data infrastructure overhaul and drove data led actions across the

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service desk, driving material improvements in service quality and efficiency.

Cultural and Organisational Renewal: Further strengthened the Board with the appointment of Davin Cushman and refreshed the senior leadership team to align leadership

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capabilities with the Group's strategic direction. 44% of current employees have tenure under two years, reinforcing the cultural shift towards innovation, execution, and agility.

Financial Strengthening:

Completed a successful £10.6m equity fundraise in June 2024, enabling strategic investments.

4 SysGroup plc Annual report and accounts 2025

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Financial Highlights (for the year ended 31 March 2025) Revenue: £20.5m (FY24: £22.7m): Reduction driven by churn and downsell of managed services contracts and low margin

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value add resale. The churn rate for FY26 has significantly reduced with sequential managed services growth over the last two quarters.

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Gross Margin: 48.8% (FY24: 45.8%): Improvement in quality of revenue driven by the acquisition of CCL and reduction of low margin value added resale. Adjusted EBITDA1:

£0.9m (FY24: £2.0m): Reduction driven

by investment in overheads to support the strategy to provide full technology solutions.

Gross Cash: £8.7m (FY24: £ 1.9m): Successful £10.6m fundraise in H1, empowered the Group to make a series of strategic investments to drive future growth. These included:

• £(1.8)m for the final earnout payment relating to the Truststream Cybersecurity acquisition in FY23.

• £(0.7)m in capital investment, including investment in our bespoke AI service desk platform.

• £(0.3)m for the acquisition of the trade

and assets of Crossword Consulting Limited.

Net Cash Position3: £3.6m (FY24: Net Debt position £(3.4)m) reflects the movements above.

1 Adjusted EBITDA is defined as profit before net finance costs, tax, depreciation, amortisation, impairments, share-based payment charge, share set up costs and adjusting items

2 Adjusted Basic EPS is profit after tax after adding back amortisation of intangible assets, exceptional items, share-based payments, share set up costs and associated tax, divided by the weighted average number of shares in issue.

3 Net cash/(debt) represents cash balances less bank loans and lease liabilities excluding contingent consideration

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