System1 Group PLC (AIM: SYS1)

 ("System1", or "the Company", or "the Group")

Financial results to 31 March 2025

System1 Group the marketing decision-making platform www.system1group.com announces its results for the twelve months ended 31 March 2025 ("FY25").

Highlights

« Total Revenue of £37.4m, up by 25% YoY

« Platform Revenue up by 39% YoY

« Over 300 new Platform clients in FY25 produced £8.1m new Platform Revenue

« Platform Net Revenue Retention 106%

« US Revenue up by 49% YoY; UK up by 28% YoY

« Ad testing Revenue up by 38% YoY 

« Gross profit margin 88% (FY24: 87%)

« Adjusted EBITDA £6.6m at 18% margin

« Adjusted PBT £5.2m (FY24: £3.1m, + £68% YoY), PBT £5.3m (FY24: £3.1m, +71% YoY)

« Free cash flow £4.2m. Year-end cash £12.9m

« Earnings up by 120% from 2.0m to £4.5m

« Diluted earnings per share up 120% to 35.2p

« Proposed ordinary dividend of 5.5p per share; additional proposed special dividend of 5.5p per share in recognition of outstanding year-on-year earnings growth and cashflow generation.

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)20 7043 1000

James Gregory, CEO

Chris Willford, Chief Financial Officer

Canaccord Genuity Limited                                                                              Tel: +44 (0)20 7523 8000

Simon Bridges / Andrew Potts / Harry Rees

Group Overview - System1 on a page

Who we are and why we exist

System1 is a marketing decision-making platform business. Since 2000, System1 has helped marketers tap into consumers' emotions to predict and improve the commercial impact of ads and ideas. Our methodology is rooted in the groundbreaking behavioural science and emotion-based research of psychologists Daniel Kahneman and Paul Ekman. Our target customers are the world's largest brands. These businesses understand that creativity is the most powerful tool for growth within their control. System1 helps them make confident creative decisions that lead to transformational business results.

What we do

System1 predicts and improves marketing effectiveness. Our advertising and idea tests measure emotion to give our customers the most accurate predictions of the business impact of creativity. We 'predict' (provide research results) and work with our customers and 'improve' (provide insight and consultancy on those results) advertising effectiveness, innovation effectiveness and brand effectiveness. Our unique selling point is predictiveness, translating emotion into business results.

Our products

We deliver automated fast-turnaround Data and Data-led Consultancy products for ad testing, innovation testing and brand effectiveness tracking. We can supplement the platform proposition with bespoke consultancy where this is required by our customers. Our largest customers buy both Data and Consultancy.

Where we operate

 We run tests in 81 markets globally

Office locations include London, New York, Miami, Los Angeles, Chicago, Boston, Sao Paulo, Paris, Hamburg, Rotterdam, Lausanne, Singapore, and Sydney.

 How we operate

We are guided by our growth model "flywheel". We meet our customers' needs with leading propositions delivered efficiently via the platform. We build awareness of our propositions through fame-building partnerships which bring customer interest that we seek to convert and scale up. Growth in our scalable model produces improved margins which we then seek to reinvest in our people, our shareholders, and back into the business growth flywheel. The growth model is underpinned by a robust support structure and performance culture.

Chairman's Statement

I am delighted to report a second successive year of strong growth in revenue, profit and cash generation.  Revenue rose by 25% to £37.4m, profit before tax by 71% to £5.3m, and the business generated £4.2m free cashflow. Earnings for the year were up 120% to £4.5 m, equivalent to 35.3 pence per share.

The CEO's Statement comprehensively reviews progress towards our strategic priorities. Highlights in the past year include

·      Total revenue up by 25% year-on-year

·      Profit after taxation up by 120% year-on-year

·      Over 300 new platform clients in FY2025

·      System1 worked with 5 of the top 10 advertisers in the US and 8 out of 10 in the UK

·      Significant progress in the USA, with Revenue increasing by 49% year-on-year

·      Investment increased by £2m for FY26 in order to accelerate profitable growth and revitalise our Innovation proposition

·      Winners of Best Governance Award at the 2024 AIM Awards

I stated in last year's annual report that retention and reward of our key people is a mission-critical priority. Having put in place short-term incentive plans for the executive leadership team in FY24, in May 2025, following consultation with some larger shareholders, we followed up with a new long-term incentive plan, details of which can be found in the remuneration report.

Your board was pleased to resume paying dividends in 2024 and will be proposing an increased ordinary dividend of 5.5p per share, up 10% on FY2024, together with a special dividend of 5.5p per share at the forthcoming AGM. The special dividend recognises the exceptionally high growth in after tax profits last year and a second successive year of strong cash generation. These proposed dividends reflect the board's confidence in the prospects and the leadership of the business.

On behalf of the Board I would like to recognise the immense effort that over 180 colleagues in the business make every day to meet and exceed the needs of our customers and reach the level of performance we achieved in FY25 and I'm confident that this momentum will continue in FY26.

Last but not least, I'd like to pay tribute to System1's Founder John Kearon whose vision and inventiveness gave life to this business 25 years ago. John's application of behavioural science to predictive market research, particularly understanding the importance of emotion, has changed the industry forever.  From September, John will assume a non-executive role in the business and will also continue to provide strategic guidance, challenge and oversight to the management team, as Head of a new Board strategic and product advisory committee, QualCo, with the aim of keeping System1 at the forefront of thought leadership and creative effectiveness.

Rupert Howell

Chairman

Founder's Statement - 25 Years of Mischief, Marketing & Methodology: A Retrospective

In January 2000, with nothing but a dodgy laptop, a mad glint in the eye, and an allergic reaction to traditional market research, BrainJuicer was born. We weren't just another agency-we were the inconvenient upstart. The uninvited guest at the research party who refused to wear a tie and instead asked the awkward (and sometimes brilliant) questions.

From the get-go, BrainJuicer wasn't about validating hunches or ticking boxes-we were about unsettling the status quo. We believed market research should inspire creative marketing, not neuter it. It should encourage brave ideas, not bland conformity. And above all, focus on measuring emotion. Why? Because as we've proved…, the more people feel, the more people buy…, vote…, give…, and act. By contrast, the conventional, seemingly sensible, rational research metrics are frequently poor at predicting consumer behaviour and by extension, the commercial potential of an ad or innovation.

The Big Juicy Bang

Back in those early days, we pioneered predictive methodologies using the then-barely understood world of behavioural science - all designed to maximise the speed and cost advantages of online research. At the time traditional agencies were still conducting face-to-face research, we built FaceTrace®, MindReader®, Predictive Markets - tools that felt more like mischief than metrics and yet proved unnervingly effective.

By 2006, we floated on AIM as BrainJuicer PLC. A bit of a mouthful on the London Stock Exchange roster, perhaps, but we liked it that way. It was irreverent, provocative-and unmistakably us. We opened offices in New York, Amsterdam, Shanghai, Paris, Delhi, Hamburg, São Paulo (hello Brazil!), Vevey, Singapore, Sydney, fuelled not by spreadsheets but by emotion, energy, and enough commercial savvy to keep the lights on.

By 2010, we were winning accolades like "Most Innovative Agency" from the GRIT report, "Agency of the Year" from Marketing Magazine, and a curious number of new friends (and enemies) in the research world. Our growth was organic, persistent and global. Proof the world was ready to move on from dusty focus groups and warmed-over quant.

The System1 Revolution

2016 marked a turning point. With Daniel Kahneman's "Thinking, Fast and Slow" now a business bible, we rebranded to System1 Group PLC. Why? Because we were already living it. Kahneman's insights had been stitched into our DNA from day one. We embraced System 1 (fast, intuitive, emotional decision-making) over the cold comforts of System 2 logic.

We weren't just running research anymore-we were predicting advertising effectiveness, brand growth, and innovation success. Fast. Accurately. At scale. Test Your Ad, Test Your Brand, Test Your Idea: simple, elegant, systemised. And behind it all, the biggest advertising prediction database in the world, testing almost every US & UK ad, as well as thousands of ads across the world.

It wasn't just smart research anymore-it was a decision-making platform, complemented by our value-enhancing creative guidance. Or as we liked to call it: a BS-free zone for marketers who actually wanted their brand(s) to grow and were prepared to break with convention to achieve it with System1's help.

From Chief Juicer to Cheerleader-in-Chief

After 22 years as CEO, I handed over the reins to James Gregory, who continues to do a brilliant job steering System1 into its next phase of growth. He brings the leadership, operational rigour and vision needed to turn our IP into a billion-pound business. And me? I spent the first year growing our US business, and the last two as Head of System1 Futures, happily scheming in the background-writing, inventing, and helping the next generation of Juicers turn emotion into accurate predictions and creativity into profit. From September, I will become a Non-Executive Director, and Head of a new Board strategic and product advisory committee, QualCo.

We've never stopped investing in ideas. We launched FeelMore50, Uncensored CMO, published books like Lemon and Look Out, partnered with the IPA, ITV, LinkedIn, TikTok, Pinterest, JCDecaux, Radio Centre, and many of the world's largest advertisers, ad agencies, and media companies-and stayed true to our belief: feel more, buy more. It's not a tagline. It's the truth.

25 Years, Zero Compromise

We've stayed independent. We've stayed unique. We've kept our soul. Yes, we've had tough years (2012, 2018, pandemic-era crunch). But we came through by doubling down on invention and resilience. With no small thanks to the incredible support of our long-term, super-smart investors, wise Chairmen, committed Board members and collaborators.

Our people-brilliant, opinionated, often maddening-not only make System1 a joyful place to work but continue to be front and centre in raising the predictiveness, influence, effectiveness, desirability and growth of modern Market Research. It's been a one hell of a collective effort over 25 years involving hundreds of talented colleagues-most of whom, but admittedly not all, still talk to me. Whether they do or don't, I send them my thanks and gratitude for helping System1 get to 25 in such good shape, much admired thought-leader, essential client partner, and a Company to be reckoned with.

Over the years we've been lucky to work with incredibly talented, creative collaborators like, Dr. Paul Marsden, Orlando Wood, Jon Evans, Andrew Tindall, Les Binet, Peter Field, Mark Ritson, Mark Earls, Rod Connors, Colin Jenkinson, Will Headley, Bruce Bickerton, Nina Holland, Shravan Sampath Kumar, Tom Ewing, James McKinven, Kevin Chesters, Noah Brier, Mark Beard, Ari Popper, Susan & Gary Griffin, Mike Carey and many more.

We've worked with so many of the world's top advertisers and agencies, helping them shape and bring to market some of the most emotionally resonant ads of the last decade. We've stood for behavioural science before it was cool-stuck with it when it was inconvenient-and are determined to continue being the industry champion of famously enjoyable and profitable creative marketing.

The Road Ahead

As of July 2025, we're a tech-powered prediction company with a creative soul. We've built a platform that can tell you-by tomorrow morning-whether your ad or innovation will build brand fame, make people feel something, and drive profitable growth.

Not bad for a gang of misfits who started out trying to "squeeze people's brains until they confess something fascinating."

So, here's to 25 years of method in the madness. To every client who believed, every Juicer who dared, every investor who risked, every mistake we learned from, and every joyous moment we had along the way.

System1 was never meant to be a traditional company.

And thank goodness for that.

John Kearon
Founder
9 July 2025

CEO's Statement

ACCELERATING MOMENTUM

FY25 picked up where the excellent FY24 left off as we accelerated momentum and started to double down on our strategic goals and tap into the massive opportunity facing us. In FY25, System1 delivered £37.4m of Revenue, up 25% year on year, with 39% growth in Platform Revenue (our strategic platform and products) and a significant shift for Platform Revenue to reach 92% of Total Revenue. We continue to grow profitability, with Profit before Taxation up by 71% on the previous year.

The business has kept the customer at the heart of all we do, while balancing focus on growth with curiosity on future invention. We have grown System1 fame, winning over 300 new clients with significant acceleration of progress in the US (US Revenue growth +49% year on year) alongside our core growth engine of the UK (+28% year on year). We have a clear model for growth with Platform Net Revenue Retention of 106% achieved in FY25 alongside £8.2m of new business revenues.

We have made significant progress against the growth model we set out last year - our flywheel. We have enhanced the Test Your Ad platform and product suite, with new offers such as Test Your Ad Social to be launched in FY26, in partnership with TikTok, keeping System1 at the forefront of the ad testing market.

Alongside the flywheel we have truly focused on our three strategic goals: 'Winning in America', 'Revitalising our Innovation Offer' and 'Winning and Scaling the World's Largest Brands'. We have increased focus, resource and budget in the US and are seeing the results come through in what is by far the largest target addressable market for both market research and marketing spend. We have revitalised our Innovation offer, where we have launched a new Test Your Innovation platform and product suite, supported by a dedicated go-to-market team and fame programme. We are winning with our target customer group - the World's Largest Brands, who have the capacity (and budget) to spend on our offerings and the capability to take on board on the learnings provided by our predictions and improvements to ensure they deliver world class creativity and effectiveness in their marketing.

In what is System1's 25th anniversary year, we strongly believe that with our long experience in advertising and innovation, and a methodology rooted in behavioural science, we are well placed to achieve our long-term goals by enabling the world's largest brands to create with confidence. To this end, we have accelerated investment to deliver growth, focusing on our people, the US market, and our customer offering.

I'd like to take the opportunity to thank our staff who continue to amaze me each and every day with their passion, curiosity and drive, the Board whose strategic guidance and counsel is invaluable and the Executive team who continue to drive the business while creating the right performance-based culture for long-term growth. And most significantly, thank you to John Kearon for his continued counsel, invention and challenge - it takes an incredible amount of dedication to found and create a business like System1 and keep it at the forefront of thought leadership for 25 years. I look forward to continuing to work with John in his new Non-Executive role to drive forward our strategy, product and fame.

Progress towards our strategic goals & The Flywheel

FY25 was a real year of focus for the business, rallying around key strategic goals. With Executive sponsorship and clear alignment across the business, we have been able to make significant progress against each of these three goals, albeit we are just scratching the surface of these opportunities.

1. Winning in America

By far the largest market with 54% of total market research spend (ESOMAR), the USA is a significant opportunity for System1. We have made clear our intentions to grow in this market and supported this with dedicated focus and investment. On top of the new roles created in March 24, with Mike Perlman (Global Chief Commercial Officer) based in the US and recruiting Alex Banks (SVP Commercial Americas), we have shifted several important marketing and partnership roles into the US, in particular recruiting Vanessa Chin, an ex-customer at Aldi US to become our Global Head of Marketing.

The results are clear to see - sales up by 49% to £12.8m with the US promising the overtake the UK as our biggest revenue market. Our fame has increased significantly through a new partnership with Effies Worldwide looking to replicate our work with the Institute of Practitioners of Advertising in the UK. There has been a big focus on creating a winning culture with a team where our headcount has increased by 70% in the USA and we have seen record levels of staff satisfaction as the team ramp up for success.

2. Revitalising our Innovation Offer

Creating dedicated focus on Innovation was a game changer as we allowed the core of the business to keep focused on the success of our Communications offer. Tristan Findlay joined the business as MD Innovation and has built out a team of dedicated Innovation roles, across Sales, Marketing, Product and Consultancy. Alongside the relaunch of our Test Your Innovation platform and product suite, we are starting to see green shoots of success and a strong start of growth in our Innovation offer in early FY26.

3. Winning and Scaling the World's Largest Brands

In FY25, we saw the results of putting the customer at the heart of what you do and building a commercial machine around this. Our Platform Net Revenue Retention of 106% is the best since launching the platform in 2020, and our new business engine continued with over £8.1m of revenues from 300 new client wins for the year.

We have partnered with the world's largest brands to create truly effective marketing. While some customers request anonymity - not wanting to share the secret sauce - the case study below helps encapsulate our work with Very.

Very Unlocks the Compounding Effects of Consistency and the Value of a Data-Driven Strategy

Opportunity

Following a number of years of varying creative approaches Very aimed to refresh its brand platform to align with its new strategy and vision, hoping to create a consistent platform which would stand out in a sea of sameness within the category. Their goal was to bring the "There's good, and there's Very good" strategy to life, infusing the brand with vibrancy, character, and variety to reflect the culture of the brands' homeland of Liverpool and their unique customers' zest for life. A creative platform titled "Let's make it sparkle" brought this strategy to life. Given the scale of this transformation, Very used data-driven decision-making to give full confidence that the new creative platform would not only engage their key customers but also attract a new consumer base.

Solution 

In partnership with System1 and their creative agency, The Gate London, Very built a brand strategy rooted in effectiveness. At the heart of the strategy is System1's principles of Fame, Feeling, and Fluency, and the research of Orlando Wood, CIO at System1 and author of Lemon and Look out. His work explores the impact of brand characters and right-brained features, elements grounded in humanity, storytelling, and culture, contrasting with the more functional, message-led, and performance-driven left-brained approach.

If Fame, Fluency and Feeling are the 'effectiveness engines' powering Very's brand strategy, audience and cultural insight are the fuel on which they fire. Very feed their model with rich audience data and relevant, resonant cultural trends. A key inspiration is "hun culture," a uniquely British sub-culture, characterised by a fabulous, cheeky, why-not vibe that finds joy in the everyday. The potent mix of audience and cultural insights informed a brand positioning of 'Flamingos in a flock of pigeons' - a positioning that speaks to the attitude of Very and its customers. 

The new creative platform launched in November 2023, in the UK's Superbowl of advertising, the festive period. The launch introduced Very's new brand characters, three fabulous flamingos - Kerry, Terry and Cherry - on a mission to make Christmas sparkle. Not your classic festive bird, but one that would become distinctively Very. While other retailers served up familiar festive sentiment, Very strutted in, pink, proud, impossible to miss. The launch creative delivered a strong 4.5 Star Nat Rep rating, and an exceptional 5.7 Star rating amongst Very's custom target audience.

Building the Platform

In 2023, following the festive launch of the "Let's make it sparkle" platform, Very saw a 3.4% year-on-year sales growth during their Golden Quarter, excelling in toys, gifts, beauty and electricals. This uplift aligned with System1 data, brand health tracking and econometric results, proving the value of a data-driven approach.

But Very didn't stop there. Across the next year they doubled down on creative consistency. In March 2024, they refreshed their Very Pay always-on creative with their flamboyant flamingo world. By July 2024, their Back to School campaign extended the "Let's make it sparkle" platform to this key family moment, positioning Very as a go-to for parents year-round. Consistent use of brand characters, smart media placement and audience-focused targeting drove positive sentiment and consideration, reinforcing the power of a cohesive, consumer-first strategy.

This strategic consistency enabled Very to expand into new categories, building awareness, fame and fluency in fashion. Having already built an incredibly distinctive animated world, Very understood that fashion would need a bespoke approach. Very took the essence of their strategy and translated it to fashion with the same vibrancy and flamingo energy associated to the brand. Haus of Flamingo launched Autumn Style, Very's first Fashion TV campaign in seven years, driving a huge 10% year-on-year growth in womenswear consideration and an exceptional 5.7-star rating among its target audience.

"It was fantastic to see our distinctive creative strategy extend into Haus of Flamingo and our style categories. The bespoke approach we took gave Haus of Flamingo a unique feel, but one which still had our Very sparkle at its core. We couldn't be happier with the way the campaign connected with our audience and increased consideration for Very's fashion offering," Jessica Myers, Chief Customer Officer at Very.

Our work with Amazon Ads saw us on stage together at Cannes bringing our research and expertise to audiences.

""Building emotions, building showmanship, really telling that emotional relevant stories to our audience that helps build mental availability.  I mean we saw the data from System1, that really helped us. At the end of the day there is an economic value on creating an emotional story." Lucia Ying, Head of Global SMB Brand Strategy & Beyond-Amazon Business at Amazon Ads

FY25 was also a year of driving the flywheel forwards, identifying and removing any blockers to progress and accelerating the momentum we built up in FY24:

1.   We help the world's largest brands make confident creative decisions that lead to transformational business results

We have kept the customer at the heart of all we do and the first stakeholder in our decision making. We have proven that we can help our target market - the world's largest brands - across pre-testing and improvements of advertising, innovation as well as in brand tracking.

Creativity remains at the core of the success of our customers advertising, innovation and brand growth - as demonstrated by data from over 5,000 IPA case studies which shows a 12x impact on the profit multiplier. This has been further proven out in our partnership with the Effies, with data from over 380 Global Marketers. While it also remains true that 51% of advertising has no impact on market share growth and that 95% of new product launches fail, the accurate predictiveness of our tests on our platform and the expert guidance provided by our people give our clients the confidence that their products and services will be a success when launched in the market.

And most importantly, our clients know that once launched, these adverts and innovations will drive real business results for them: growth of their brand, revenue and profit.  

2.   We've created a platform and proposition … to help the world's largest brands make confident creative decisions

We achieve this by measuring what matters most: emotion, that gets to your "System 1" response. Our IP and thought leadership have built on the work by Daniel Kahneman in "Thinking Fast and Slow" that sets out how System 1 thinking is fast, instinctive, emotional and drives behaviours. Our clients are clear that our ability to capture, measure and interpret emotional responses to creative content is the number one reason they buy from us, and many say that we do what no-one else in the market can do. Our platform, products and guidance are built on measuring emotion and translating that data into actionable insights that will deliver real business results.

We have invested in our platform and product development, with the relaunch of the Test Your Innovation product suite in early FY25 alongside continued enhancements to our Test Your Ad product suite. I am very excited about the launch of a new Test Your Ad - Social product in early FY26.

In early FY25, we launched a new Test Your Innovation product suite to replace Test Your Idea. This repositioned the previous version in a way that better suits our clients, helping our products meet our customers standard product development cycles.

Our post-launch analysis tells us 5-Star ideas achieve three times more sales than 1-Star ideas. We help our customers gain valuable insight by benchmarking their results against our extensive database of over 54,000 ideas so they can be confident that they are investing in the best ideas for their business.

Underpinning our Test Your Innovation platform and product is our patented share-trading methodology, while continuing to measure what matters most, emotion. How people feel about an idea, is a better predictor than what they think about it. Using FaceTrace technology, Test Your Innovation measures the emotional response of real people to predict potential in market success of each idea. And building on our thought leadership, Test Your Innovation Guidance allows our customers to improve their ideas through our unique insights and consultancy offerings.

FY25 has been a year of reaping the rewards of the expansion of the Test Your Ad product suite that was delivered in FY24. To recap, our Test Your Ad suite covers all media types from early-stage scripts to finished films, to ensure we have the fastest, most predictive, actionable products that meet our customers' needs. Alongside TV testing, we offer TYA for Digital, Audio, Out of Home and Print testing, allowing our customers to test full campaigns across media types. Alongside the platform and products, we refreshed our data-led consultancy, to incorporate our latest thought leadership, providing an updated framework on how advertising works and recommend improvements for our clients.

But we haven't sat on our laurels and we have continued to invest in our Test Your Ad proposition. We have been working in partnership with TikTok to build out a new 'Test Your Ad - Social' product and proposition, which launched in early FY26. This allows customers to go beyond the traditional engagement metrics on social platforms, to truly understand why their campaigns are working. We test with a real social media audience and retain emotional response at the core of the IP. Our new skippable analysis method also includes features to understand how campaigns perform in the unique social landscape; including Attention Trace, Key Brand Assets, & how entertaining their assets really are.

In addition to launching our new product, we've continued to enhance both our platform and overall user experience. This year, we introduced an AI-powered quality monitoring tool designed to reduce fraudulent responses and ensure higher data integrity. We also made significant strides in streamlining customer onboarding and showcasing new, high-impact features. A refreshed report navigation experience is now live, offering a cleaner and more intuitive interface.

We continue to prove the effectiveness of our methodology with real-world validations. In preparation for the peak holiday sales period, we conducted pre-launch testing in the US on all of LEGO's 2024 Advent Calendars. The results showed strong positive correlation (+0.8) between our proprietary Star scores and subsequent product sales on Amazon, affirming the predictive value of our validation tools.

3.   We're famous for predictions and improvements … that help the world's largest brands make confident creative decisions

In FY25, we made strong progress, achieving record levels of brand awareness across all parts of Fame building. We published new thought leadership that addresses the key challenges facing marketers today, shared weekly insights via our System1 and Uncensored CMO channels and established new partnerships with leaders like Effie and TikTok that will bring global research to the market in FY26. The combined fame-building efforts led to a 174% increase in new contacts to the System1 database compared to FY24.  

Thought Leadership - Our thought leadership secured the highest number of downloads ever in FY25. We published and participated in new industry-leading research including: 

·      Compound Creativity, a report exploring the business impact of consistency, that was downloaded by nearly 4,000 people 

·      The Extraordinary Cost of Dull, a report revealing the hidden cost of dull ads, with more than 3,000 downloads

·      WARC's The Multiplier Effect report, which was downloaded by more than 6,000 marketers  

·      The Long and Short (form) of it, in partnership with TikTok, a report launched in early FY26 which reveals how short-form entertainment builds brands and converts on social medial platforms.

We continued our tradition of sharing creative analysis and best practices around major marketing moments like the Christmas period and Super Bowl, with the Super Bowl securing 66% YOY growth for webinar registrants and 630 new database contacts. 

Partnerships - A new 2-year partnership with Effie enabled us to create a whitepaper being published in FY26, announced via a speaking slot for Professor Mark Ritson at the 2025 Cannes Lions Festival. The research frames creativity as an investment that offers lasting outcomes and pays back in an effort to help marketers communicate the value of brand building principles like emotion and consistency. 

Our new partnership with TikTok brings together System1 Test Your Ad platform data with Brand and Conversion Lift Studies from TikTok to highlight the keys to digital creative effectiveness through 'The Long and Short (form) of it'. This launches early FY26 via SWSX and Cannes festivals.

Events - We continued to build more personal relationships with marketers and promote our latest thought leadership, by exhibiting at and attending many leading marketing conferences and events, including ANA Masters of Marketing, Cannes Lions, Festival of Marketing and MAD//Fest. These included speaking spots alongside WARC and other Multiplier Effect partners at Advertising Week New York, with Duolingo & Liquid Death at SXSW, and with client Good Feet Store at the ANA conference.

PR - We leveraged major advertising occasions like the Super Bowl and Christmas to secure features in Adweek, The Drum, Campaign, Marketing Week and the Financial Times. Globally, we achieved a 25% YOY increase in the number of news stories mentioning System1 and a 75% increase for the US market. This resulted in System1's share of voice increasing 4% in the US and 12% in the UK, including 30% SOV in the US for the Super Bowl. 

Most brands use System1 while they're still making their ads to check they're hitting the right emotional beats. The success of Aldi's Kevin the Carrot campaigns, which feature Kevin getting into superhero-style scrapes across the dinner table, can largely be put down to System1" Stuart McGurk, Financial Times.

"Uncensored CMO" Podcast - Uncensored CMO maintained its position as the #1 marketing podcast in the UK and rapidly climbed the charts in the US by booking the biggest names in marketing, creating compelling content, expanding to YouTube and authentically weaving in System1 thought leadership.  

The podcast now has 50% of its guests coming from the US, with listeners up over 100% in the U.S. and 30 million social media impressions in the last year, with the U.S. being the largest market.  

Brands like OREO, Yum! Brands, Rare Beauty, Poppi, AB InBev, Amazon, Google and more all appeared and customers like Pfizer and Very promoted the value of their relationships and ad testing with System1. 

Social - We surpassed the 50,000-follower milestone on System1's LinkedIn page, growing total followers by more than 50% in FY25. In addition to advertising content, we leveraged both social and the website to share regular insights around innovation to support the relaunched Test Your Innovation platform.  

We also continued to see unprecedented growth and engagement rates among "Top Voices" like Jon Evans, Andrew Tindall and Vanessa Chin. Top Voices regularly amplified System1 thought leadership and our popular Ad Of The Week feature, helping to drive traffic to the System1 website, demo and thought leadership forms.  

4.   We make it easy for System1 to convert the world's largest brands at the right time

FY25 surpassed FY24's record breaking year for new client wins, driven by our market-leading platform, proposition and fame-building activities. Mike Perlman had his first full year as Chief Commercial Officer, with global remit for commercial success, while being based in the US. His leadership has seen System1 step change the pace and structure of the commercial business as well as recruit in top talent to help drive forward our success.

We won 310 new clients, delivering £8.1m of new revenues primarily in the US and the UK, reflecting our focus on the largest markets. Our go-to-market focus has seen real success in specific sectors such as Food and Beverage, Tech and Retail. As always, we are not permitted to name many of our clients, and new wins in the period included: TikTok; a global market leader in enterprise application software; one of Britain's leading retailers; a US manufacturer of carbonated beverages; a large, global investment management firm with US$20 billion in annual revenue and a global flag-carrier airline.

With 99% of our new revenues coming from our strategic platform of predictions and improvements, we saw clear evidence that our proposition meets the needs of the world's largest brands and they have less reliance on bespoke consultancy.

5.   We scale up and are embedded throughout the world's largest brands

We saw continued excellent levels of revenue growth, with total revenues up 25% and platform revenues up by 39%. Our platform Net Revenue Retention improved year-on-year to 106%, with our FY24 customer base increasing their spend across our platform offer.

Concentration in our top 10 and top 20 clients was consistent year on year. Our top 10 clients made up 31% of revenue and our top 20 clients 42% of revenue. The proportion of spend from the top 20 clients on platform products and data-led consultancy increased to 90% in FY25 from 78% in FY24 with 18 of our top 20 clients buying these services. No one client's revenue in FY25 represented more than 10% of System1's revenue.

The majority of System1 revenue comes from the world's largest brands who follow our model of test and improve, buying data and data-led consultancy. In FY25 71% of total revenue came from the 34% of clients by number that purchased both data and consultancy (vs 75% from 40% in FY24). Conversely, just 23% of Group revenue came from the 60% of clients by number that purchased only data (vs 16% from 51% in FY24).

We are incredibly proud to serve some of the world's largest brands, as we work with 5 of the top 10 US brands and 8 of the top 10 UK brands. The opportunity to grow share of spend from these brands is high as we continue to develop relationships with them over time.

6.   We reinvest the results of higher volumes and margins from helping the world's largest brands make confident creative decisions

In FY25, we grew profit before tax by 71%, supported by gross profit margin growth +1 point to 88% and ahead of our 85% long-term benchmark. We stepped up investment in FY25 across our people, our platform and proposition, while also rewarding our shareholders with a dividend and 120% EPS growth.

People - We continued to incentivise and reward colleagues through our variable pay model, linked to growth in the Group's gross profit. This continues to be a good motivator for front line commercial colleagues as well as maintaining morale and retention across the global work force.

Platform and proposition - In FY25, we increased our investment in our platform and proposition to continue to accelerate revenue growth. We maintained cash spend on our IT development and TYA premium and increased expenditure on our go-to-market teams. In addition, we have committed an additional discretionary £2m in FY26 to accelerate profitable growth and revitalise our Innovation proposition.

.

Dividends - In FY25, the Group resumed dividend payments with a 5p per share dividend for FY24. We are proposing a total payout of 11p per share dividend for FY25, split equally between ordinary and special dividends, subject to shareholder approval at the forthcoming AGM, reflecting our confidence in the prospects for the business.

7.   We have a robust support structure and performance culture that allows us to help the world's largest brands make confident creative decisions

FY25 has seen System1 maintain highly motivated teams with strong retention and employee engagement, through our performance culture. We have created an environment where all colleagues can work together, focus on adding value to our customers. We actively remove the blockers from our teams' day-to-day lives and have seen staff happiness improve on record levels from FY24. In addition, System1 has been recognised as a Great Place to Work® in both the US and UK, while being awarded "UK Best Workplace for Development". In parallel, we were proud to receive the AIM Governance Award 2024, which recognises companies that lead the way in transparency, Board leadership and building long term value. This is a strong endorsement of how we run the business and the standards we hold ourselves to, both internally and in the eyes of our investors and the wider market.

Conclusion: we have momentum to grow in a massive market and continue to invest

I remain excited by the three big strategic growth opportunities identified last year that we continue to be laser focussed on, namely the US market, Innovation, and growing our share of business with the world's largest brands. We are just scraping the surface of the opportunities in each of these areas.

With our strong balance sheet and business health, we are accelerating our investment at a time when we believe some competitors are scaling back investment. In December 2024 we announced £2m of investment in medium term growth during FY26 in addition to existing commitments in strategic growth areas including such as AI. Importantly, we maintain a focus on cash-flow and margin to ensure we balance growth with business stability. We have provided an up-to-date outlook for the business in our July Q1 trading statement.

Finally, thank you to our customers for their continued commitment to world class marketing with confidence in their creative, to our shareholders for their continued support, to our staff for their dedication and focus, and to our Board for the strategic direction and backing.

James Gregory
Chief Executive Officer

9 July 2025

Financial Review

Overview

Revenue performance

Total Revenue reached £37.4m, up 25% on FY24, and Platform Revenue rose by £9.8m (39%) in the year to £24.6m, due mainly to continued strong growth in automated ad-testing revenues (Test Your Ad). Data-led consultancy revenue rose by 42% with clients of Test Your Ad wanting to understand how to further improve the effectiveness of their creative content. Overall platform revenue represented 92% of total revenue in FY25, compared with 82% in the previous year. Other Revenue, primarily bespoke consultancy, fell by £2.4m in the year, as customers continued to adopt the standard platform products, and the company focused its resources accordingly.  

The Communications (Comms) product group, including Test Your Ad, grew by £8.7m (38%) year-on-year, driven predominantly by the US, where Comms revenue grew by 68% year on year. Comms revenue, including ad-testing, accounted for 84% of all revenue in FY25 (FY24: 76%) Innovation revenues decreased by £1.2m (29%), and Brand Tracking revenues were down by £0.1m (3%). The geographic spread of the business has shifted year on year with the US increasing its share of Group revenue by 5% to 34%, and a corresponding decrease in continental Europe. Revenue in the UK rose by 28% and accounts for 43% of the total.

Direct costs

Direct costs increased by 17% year on year on Revenue growth of 25%, reflecting the continuing growth in the proportion of Platform Revenue and efficiencies in the supply chain, including further investment in automation. As a consequence of these improvements the gross profit margin rose by 0.9 points to 88%. 

Operating costs

Total operating costs increased to £32.9m (FY24: £23.4m) due mainly to employment costs (headcount increased 16% year on year), increased customer acquisition costs, lower net benefit of capitalised IT development costs, and foreign exchange translation effects on non-sterling debtors and bank accounts. Some £3.2m was invested in development and innovation during the year, related primarily to the marketing predictions platform, automated prediction products, TYA Premium database, and AI-related research and development (FY24: £3.1m). 

Average employee numbers rose from 144 in FY24 to 167, attributable to growth in the commercial, marketing, product and research & guidance teams.  In December 2025 we announced an additional £2m investment aimed at building our position in America and revitalising System1's Innovation proposition. Some £0.1m of the additional investment was spent in the final quarter of FY25

Profit before taxation

Profit before taxation for the year of £5.3m was £2.2m higher than the previous year owing to higher sales volumes and improved gross margins, more than offsetting the 19% increase in operating costs.

Taxation

The Group's effective tax rate decreased sharply from 35% to 16%. This is due mainly to the impact of UK R&D tax credits in respect of FY23 and FY24, which have been surrendered for group relief in FY25. Excluding these R&D tax losses, the effective tax rate for the Group would have been in the region of 30%. The Company intends to submit an R&D claim for FY25, however following legislative changes to the UK R&D regime effective from 1 April 2024, any amounts received will be reflected in pre-tax earnings and subject to corporation tax. Accordingly, the Company expects the effective tax rate in future periods to be in the region of 25% to 35%.

Funding and liquidity

Cash balances rose by £3.3m from £9.6m to £12.9m, broadly in line with the £4.0m free cash flow minus the £0.6m dividend paid during the year. A second consecutive year of strong cash generation reflected increased profitability and improved collections - details in Note 10.  Of the £6.2m cash generated from operations; £0.6m was invested, including £0.5m in capitalised software development; and £0.8m was spent on property leases including imputed interest. A weaker US$ across the period compared to FY24 reduced the year-end value of non-Sterling cash balances by £0.3m. 

Dividend

Following the resumption of a dividend last year, the Board is proposing an ordinary dividend of 5.5p per share for FY25 (FY24: 5.0p) and an additional special dividend of 5.5p per share. The proposal will be put to the Group's annual general meeting on 24 September 2025, with an ex-dividend date of 25 September, record date of 26 September and payment date of 17 October. The proposed combined dividend payments represent ca 31% of earnings.

Chris Willford

Chief Financial Officer

9 July 2025

Principal Risks and Uncertainties

The Board is responsible for reviewing risk and regularly reviews the risks facing the Group, as well as the controls in place to mitigate potential adverse impacts. The risk register is assessed at every monthly Board meeting. The Audit Committee reviews the effectiveness of financial controls. The Board endeavours to identify and protect the business from the big remote risks: those that do not occur very often, but which when they do, have major ramifications. The types of event that we are concerned about and seek to manage are summarised below.

Section 172 Report

Section 172 of the Companies Act requires the Board to take into consideration the interests of stakeholders in its decision making. This section provides information about the Board's approach to engagement with stakeholders, namely:

·      Customers

·      Talent

·      Investors

·      Suppliers

·      Community and Environment

In determining the Board's approach, the Board members have regard to the following:

·      The likely consequences of any decision in the long term

·      The interests of the company's employees

·      The need to foster the company's business relationships with suppliers, customers and others

·      The impact of the company's operations on the community and the environment

·      The desirability of the company maintaining a reputation for high standards of business conduct, and

·      The need to act fairly as between members of the company.

Overarching the Group's approach to all stakeholders is System1's cultural pyramid.

Customers

Our target customers are the world's largest brands. The board understands the importance of forming and retaining good working relationships with its existing and target customers.

These customers understand that creativity is the most powerful tool for growth within their control. 

'The power of creativity for growth could be considered our industry's most fundamental reason for being.

Creativity is a superpower' 

Marc Pritchard, P&G Chief Brand Officer'

System1 helps these companies make confident creative decisions that lead to transformational business results.  Our advertising and innovation tests measure emotion to give our customers the most accurate predictions of the business impact of creativity.  We also provide expert guidance to our customers to help them improve the effectiveness of their ad or innovation.

Talent

In April 2024, we adopted a Flexible Holiday policy, following a successful trial in FY24. This builds on our Flexible Working approach and Flexible Benefits platform, giving employees greater autonomy in how they choose to work and rest. Feedback has been overwhelmingly positive, with many highlighting how naturally the policy fits into our ways of working - supporting a culture that trusts people to manage their time and energy in the way that delivers their best. 

This approach is reflected in our Great Place to Work® ("GPTW") results, achieved in 2024 across the UK, EU, APAC, US and Brazil. Notably: 

·      94% of employees in the US say System1 is a great place to work (vs. 57% for a typical U.S. company) 

·      Employees globally say they can be themselves at work, feel genuinely cared for, and trust the leadership team 

·      Our people describe a sense of pride in their work, a fair and inclusive environment, and a shared commitment to doing things the right way 

How we engage with our talent

We have cultural values (Customer Commitment, Creativity, Collaboration and Conviction) as well as a set of team behaviours known as TIDE, which describe how we work together.

Truth - always tell the truth… and tell it early

Intent - always assume good intent…yet resolve issues

Debate - Debate… Decide & Unite

Elephant - Don't allow 'elephants' in the room...yet be empathetic in dealing with them

These behaviours help us create a high-trust environment, which we know from both internal feedback and GPTW results is a critical driver of engagement and performance We embed our values and behaviours by the following:

1.   Introducing them to all employees during their onboarding programme, as part of a 1Welcome afternoon, chaired by the CEO and Chief People Officer

2.   Making them a consistent part of all company communications and

3.   Celebrating examples of best practice with awards on our Town Halls.

We conduct quarterly employee input surveys using our FaceTrace methodology to capture how employees feel about working at System1, alongside what's working well and what could improve. These surveys are reviewed by the Board and followed by team-level discussions chaired by leaders and the HR team to agree improvement actions. Our Great Place to Work® feedback reinforces that this approach is working - employees report feeling genuinely heard, supported, and able to influence change. 

In addition to monthly Town Hall meetings with all staff, we also host ad hoc senior management forums and run monthly workshops with managers. These meetings ensure consistent communication, alignment, and celebration - including our System1 Value Awards, where employees are nominated for living our values. 

We pay fairly and equitably, with no discrimination across any factor. We ensure this through benchmarking and annual salary reviews by individual and by role. 

There is a structured approach to career and professional development based on our leadership and departmental frameworks. This ensures clarity and consistency in expectations and performance ratings, supporting a culture of continuous development. Our learning culture includes internal training, professional certifications, MBA sponsorships, and new in 2025: internal coaching. 

Talent engagement outcome

We continue to develop our hybrid virtual working approach, working closely with managers and all employees to maximise productivity, creativity and happiness. We believe in a healthy performance culture and use the below model to guide us in achieving this.

We are continuously evolving our engagement tools, based on feedback and measures.

In October 2023, we introduced automated, mandatory 360 feedback for all employees, and in March 2024, we launched departmental and behavioural frameworks. These have been well received and provide a consistent, transparent structure for feedback, development and career conversations - reinforcing what our GPTW results highlight: a workplace where people feel heard, valued and treated fairly.  

We also invest in moments that matter, bringing people together in person for connection and shared purpose. Our 1derful Wednesday events encourage social connection in-office, while biannual regional and all-company strategy meetings keep everyone aligned and inspired. 

Our Great Place to Work® results help to validate our employee experience efforts and show where we can continue to evolve. We are proud of the recognition and even more proud that it reflects what our people experience day to day: a company where they can thrive, feel trusted, and do their best work. 

Investors

The Company is committed to protecting and advancing the interests of its shareholders. Our approach is grounded in strong governance, transparent communication and direct alignment between shareholder value and leadership performance. Our Board members hold a significant equity stake in the Company, ensuring their decisions are closely aligned with long-term shareholder interests. In parallel, executive management participates in a Long-Term Incentive Plan (LTIP) directly tied to Company performance, reinforcing accountability and a long-term value creation mindset. We believe shareholders of all sizes deserve timely, direct access to information and leadership. The Company maintains a proactive engagement program that includes one-on-one meetings with major investors and prospective shareholders following full-year and interim results, as well as post-AGM briefings.

To maximise access and reach, we host live online events through the InvestorMeetCompany platform, including capital markets days, result presentations and our Annual General Meeting. This ensures all shareholders, retail or institutional, local or global, can engage directly with management in real time.

Transparency is at the heart of our investor relations. We communicate primarily through our corporate website, where we publish key reports, disclosures and regulatory announcements. Shareholders receive at least 21 clear days' notice of the AGM, in line with best practice and regulatory standards. Participation is strongly encouraged, both in person and virtually, to ensure an open dialogue with the Board.

All shareholders receive the Annual Report electronically by default, with printed copies available on request. Our interim results are also made available online, ensuring uninterrupted access to key performance updates.

Beyond shareholders, we maintain regular, strategic communication with our principal banking partner to keep them informed of performance, forecasts, and key developments - ensuring confidence in the Company's financial health and risk management.

We work closely with our Nominated Advisor, Canaccord, to ensure full compliance with market regulations. They support all formal shareholder communications and arrange our twice-yearly investor "roadshows".

Suppliers

We work with a small number of trusted suppliers and operate on a strong partnership basis. As outlined in the Principal Risks and Uncertainties section on page 22, the loss of a critical supplier could leave the Group unable to meet customer demand, therefore the Board has regard to the importance of fostering good relationships with our suppliers to promote the success of the Group. Our approach is centred on lean principles and continuous quality improvement, with weekly and monthly meetings to review service levels, KPIs and resolve issues. We share data between teams to ensure that there is one view of our partnership metrics.

Our key delivery suppliers include:

·      MAP Marketing Research provides us with survey programming and project management services

·      Toluna, Prodege, Walr and NetQuest provide us with market research panel respondents to complete our surveys

·      Datawise provides us with bespoke data processing and charting services on our non-standard deliverables

·      Intonation provides us with translation services (forward translation of questionnaires and back translation of respondent verbatim)

Community

ESG Strategy

In 2024 we launched a new ESG Strategy, driven by a steering committee formed of Executive and Senior Managers in Talent, Legal and Finance departments and with sign off from the Board. In April 2025 the Environmental, Social & Governance (ESG) Committee was established to ensure that ESG matters are embedded into the Group's strategy, culture, and operations. The Committee plays a key role in monitoring ESG-related risks and opportunities and guiding the Group's approach to responsible and sustainable business practices. The Committee is chaired by Conrad Bona and comprises Chris Willford and two Executive team members.

The ESG Committee is responsible for:

·      Overseeing the development and implementation of the Group's ESG strategy and related objectives.

·      Reviewing and monitoring ESG key performance indicators and metrics, where applicable.

·      Providing direction on ESG risks, including those related to data ethics, diversity & inclusion, and sustainability.

·      Reviewing relevant ESG-related policies and codes of practice.

·      Monitoring emerging ESG trends and assessing their impact on the Group's operations and reputation.

·      Overseeing the quality and integrity of ESG disclosures and reporting.

·      Considering the results of any ESG-related audits or external reviews and the management response to those findings.

The Committee meets at least twice per year. It reports directly to the Board, ensuring that ESG remains an integrated element of governance and strategic planning. The ESG Committee also collaborates with other Board Committees where responsibilities intersect, such as risk management and workforce matters.

Environment

We understand the importance of tackling carbon emissions. Although System1's operations fall outside of manufacturing and are primarily online, they are not entirely carbon-neutral. System1 has partnered with Greenly, a leading carbon emissions company. With their support, we have developed a comprehensive plan to measure, reduce and offset our carbon footprint.

Since first reporting on our emissions for 2022, as part of our 2023 assessment, our emissions for 2022 were amended to 1.1k tCO2e (previously 1.3k tCO2e). This revision was due to updated categorisation of expenses and changes to emissions factors. These adjustments are a standard part of any climate strategy, ensuring emissions data remains accurate and aligned with evolving methodologies.  The assessment for 2023 was completed in early 2025 and our reported emissions had risen by 18% to 1.3k tCO2e, predominantly due to a rise in travel and commuting. The 2023 assessment was deemed to be a more representative picture of business-as-usual activity post-Covid and has been set as our official baseline year for future reporting and tracking purposes. Our assessment for 2024 is now also completed, and our reported emissions fell back to 2022 levels of 1.1k tCO2e with reductions across the majority of categories. Our reporting periods for our carbon emissions assessment are on a calendar year rather than fiscal year basis, therefore the 2024 assessment runs to 31 December 2024.

All emissions continue to fall under Scope 3 and our largest opportunities for improvement remain in Services purchased and Travel and commuting. At 7.0 tCO2e per employee, our emissions are below the sector median value of 8.1 tCO2e per employee.

With Greenly's expertise and guidance, System1 is implementing solutions to reduce emissions, including:

·      Updated travel policy to encourage employees to take trains rather than planes where possible, and to book through our dedicated travel partner's system so that emissions are captured and reported accurately

·      A more rigorous approval process for external conferences, to promote local travel only

·      Holding company events in the location in which most attendees reside, to reduce the need for flying

·      Switched to least data-intensive formats for our marketing assets

·      Provision in our road map to include a clause that asks our suppliers to conduct mandatory carbon reporting and target a 3% reduction, at the time of contract renewals in new contracts

·      Continue to extend lifespan of IT equipment (extended from 3 to 4 years from 2022 onwards) and run energy efficient operations through optimising cloud computing and storage, further supported by Microsoft Azure's strong ESG commitments

Social

We've made strong progress in bringing our commitment to social responsibility and inclusivity to life across System1.

We successfully delivered unconscious bias training to all teams, supporting inclusive teamwork, management, and recruitment. Participation is now being tracked to ensure it remains embedded in our culture over time.

Our LookOut volunteering efforts continue to grow, with employees actively participating in initiatives across London, São Paulo and beyond - including mentoring programmes, community fundraising, and charitable donations. Our next step is to encourage more local ownership of these initiatives, helping teams drive impact in the communities they know best.

We now review our Diversity Policy annually as part of our ISO responsibilities and have taken further steps to support fair and inclusive hiring. All job ads are gender-decoded using AI software, and structured interview training has been rolled out to hiring managers. We continue to assess how consistently these inclusive tools are being used and look for opportunities to strengthen our approach.

We've also appointed a dedicated and accredited global Health & Safety representative, providing visible support for employee wellbeing across all locations.

To support transparency, we launched a central ESG section on our company intranet. While this is now live and accessible, we recognise there's further potential to make it more dynamic.

As part of our commitment to continual improvement, we are also reviewing our DE&I data and hiring trends to identify where we're doing well and where we can do more. These insights help inform regular Talent team discussions, ensuring DE&I remains a visible and ongoing priority in our people strategy.

We're proud of the progress made and remain focused on building an inclusive culture that enables everyone at System1 to thrive.

Governance

Strong governance remains central to how System1 builds trust, manages risk and scales with resilience. In FY25, we continued to embed deeper oversight, sharpen accountability and future-proof our practices as a digital-first, insight-led business.

Governance structures evolving with the business
Our governance framework continues to be reviewed against AIM Code principles, regulatory developments and peer benchmarks. To ensure relevance as we grow, we will undertake a full review of all Board sub-committee Terms of Reference in FY26.

From 1 April 2025, we also established a dedicated Nominations Committee to support Board composition, leadership planning and succession. The Committee comprises of four Non-Executive Directors, chaired by Phil Machray, and is responsible for ensuring the Board and senior leadership retain the right mix of skills, diversity and continuity to support the Group's strategy.

Board effectiveness and composition
A formal annual evaluation of Board performance helps us assess effectiveness, identify areas for improvement and ensure our leadership remains aligned with the company's strategic direction and future needs.

Enterprise risk firmly embedded
Risk now features as a standing agenda item in monthly Board meetings and Executive Team strategy sessions. A dedicated oversight role enhances visibility and coordination, ensuring key risks are proactively identified, tracked and mitigated.

Policy renewal and leadership continuity
We maintain a rolling programme to update internal policies in line with legal, operational and industry changes. Succession planning is regularly reviewed to safeguard leadership stability and readiness.

Cybersecurity rigorously tested
In FY25, we completed a cyber threat simulation to assess the strength of our defences and response protocols. The test validated our preparedness and informed targeted enhancements to further strengthen resilience.

Recognition for compliance and strong oversight
System1 was proud to receive a 2024 AIM Governance Award, recognising our commitment to transparency and high standards. We consult regularly with our NOMAD on market best practices and engage closely with our Senior Independent Director to continuously refine our approach. An internal governance oversight function plays an important role in ensuring compliance is embedded and scalable as we grow.

More dynamic stakeholder engagement
We're continually improving how we communicate with shareholders, employees and wider stakeholders - creating clearer channels for feedback, more responsive dialogue and greater alignment between stakeholder expectations and business action.

On behalf of the Board

Chris Willford

Chief Financial Officer

9 July 2025

Group Directors' Report

Review of the business and future development

The Chairman's Statement, CEO's Statement, the Financial Review, the Section 172 Report, Principal Risks and Uncertainties, and the Corporate Governance Report set out:

·      the issues, factors and stakeholders considered in determining that the Directors have complied with their responsibilities under section 172 of the Companies Act 2006 (Corporate Governance Review);

·      the methods used to engage with stakeholders and understand the issues to which the Directors must have regard under section 172 of the Companies Act 2006 and the effect on the Company's decisions and strategies during the year (Corporate Governance Review);

·      the way that management view the business (Group Overview, Chairman and CEO's statements, Financial Review);

·      its strategy, positioning, and objectives (Group Overview, Chairman and CEO's statements).

·      its historic financial performance (Chairman and CEO's statements, Financial Review);

·      an assessment of its future potential (Group Overview, Chairman and CEO's statements, Financial Review);

·      its key performance indicators (Financial Review); and

·      its key business risks (Principal Risks and Uncertainties).

Dividends

The Company paid a final dividend in respect of the year ended 31 March 2024 of 5.0p on 18 October 2024, and proposes to pay an ordinary dividend of 5.5p per share for FY25, and an additional special dividend of 5.5p per share which will be put to the Group's annual general meeting in 25 September 2025.

Directors

The following individuals served as directors of the Company, System1 Group PLC, during the year and up to the date of approval of the financial statements:

James Gregory          (Executive)                

John Kearon              (Executive)

Chris Willford             (Executive)                

Conrad Bona              (Non-Executive)         

Rupert Howell             (Non-Executive)         

Philip Machray           (Non-Executive)         

Sophie Tomkins         (Non-Executive)

The Remuneration Committee Report sets out directors' interests in the shares of the Company.

Share capital

At 31 March 2025, the Company had 13,226,773 Shares in issue (2024: 13,226,773) of which 537,700 were held in treasury (2024: 547,844). The treasury shares will be used to help satisfy the requirements of the Group's share incentive schemes.

Substantial shareholders

As at 2 June 2025, the Company was aware of the following significant interests in the ordinary issued share capital of the Company.

Financial risk management

The Group's activities expose it to the following financial risks. Further assessment of financial risks is outlined in Note 8 to the Consolidated Financial Statements.

Credit risk

We manage credit risk on a Group basis, arising from credit exposures to outstanding receivables and cash and cash equivalents. Since the majority of the Group's customers are large blue-chip organisations, the Group rarely suffers a bad debt. The Group's cash balances are held, in the main, at HSBC Bank. The Group also utilises the Flagstone deposit platform to access higher interest rate returns on surplus cash. The Group's treasury strategy focuses on short-term deposits of three months or less and seeks to maximise amounts covered by FSCS Protection.

Market risk - Foreign exchange risk

In addition to the United Kingdom, the Group operated in the United States, Rest of Europe, Brazil, Singapore, and Australia during the period and was exposed to currency movements impacting commercial transactions and net investments in those countries. Management endeavours to match the currencies in which revenues are earned with the currencies in which costs are incurred. So, for example, the US operation generates most of its revenue in US dollars and incurs most of its costs in US dollars also.

Liquidity risk

The Company monitors its cash balances regularly and holds sufficient cash in immediately available current accounts to minimise liquidity risk.

Other risks

Management do not consider price risk or interest rate risk to be material to the Group.

Capital risk management

The Group manages its capital to ensure that it can continue as a going concern while maximising its return to shareholders. The Company has a £1.5m secured overdraft facility with HSBC. To the date of the signing of these financial statements, no amounts have been drawn under the overdraft facility. The Group has not entered any derivative contracts.

Going concern

As noted in Principal Risks and Uncertainties, and in note 3 to the consolidated financial statements, the Directors have considered financial and operational risks in the prevailing economic climate and marketing industry trends in the going concern assessment. In addition to the mitigating actions taken by the Company to address these risks, the Directors have closely monitored the performance of the Group throughout the year, noting the £12.9m cash balance at year-end and the availability of a £1.5m overdraft facility (which has not been drawn to date).

The Group has reviewed its financial forecasts for the 12 months from the approval of these financial statements, flexing sensitivity analysis scenarios with external and internal inputs that would represent the Group's central forecast and various downturn scenarios.

Accordingly, after making appropriate enquiries, at the time of approving the financial statements the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least 12 months from the approval of these financial statements. For this reason, the Directors continue to adopt the going concern basis in preparing the Company and Group financial statements.

Research and development

The Company's Labs, Products, S1 Futures and IT Development teams are involved in the development and validation of new market research methods and products.

Employees

The Group maintains fair employment practices, attempts to eliminate all forms of discrimination and to give equal access, and to promote diversity. Wherever possible we provide the same opportunities for disabled people as for others. If an employee were to become disabled, we would make every effort to keep them in our employment, with appropriate training where necessary.

Health and safety policies

The Group does not have significant health and safety risks and is committed to maintaining high standards of health and safety for its employees, visitors, and the public.

Directors' indemnities

Directors' and officers' insurance cover has been established for each of the Directors to provide cover against their reasonable actions on behalf of the Company. The indemnities, which constitute a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006, remain in force for all current Directors. All relevant information known to the Directors has been relayed to the appointed auditor.

Disclosure of information to auditors

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the System1 Group PLC website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In the case of each Director in office at the date the Directors' report is approved:

·      so far as the director is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware; and

·      they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.

On behalf of the Board

Chris Willford

Chief Financial Officer

9 July 2025

Statement of Directors' Responsibilities

The directors are responsible for preparing the Group Strategic Report, Group Directors' Report, and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and Company financial statements for each financial year. The directors have elected under company law and are required by the AIM Rules of the London Stock Exchange to prepare the group financial statements in accordance with UK-adopted international accounting standards and have elected under company law to prepare the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 101 "Reduced Disclosure Framework".

The Group financial statements are required by law and UK-adopted international accounting standards to present fairly the financial position and the financial performance of the Group and Company. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.

In preparing each of the Group and Company financial statements, the directors are required to:

a.   select suitable accounting policies and then apply them consistently;

b.   make judgements and accounting estimates that are reasonable and prudent;

c.   for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards;

d.   for the Company financial statements, state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the Company financial statements;

e.   prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the System1 Group PLC website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

On behalf of the Board

Chris Willford

Chief Financial Officer

9 July 2025

Corporate Governance

Governance

System1 understands how vital good governance is for achieving our business goals and sustainability targets. We will share more about our approach to governance in later sections of this report.

We know that good governance is key for our Group's success. It benefits everyone involved with our Group - not just our shareholders, but our employees, clients, and partners too. That is why we have built a governance structure that makes sure our decisions are transparent, responsible, and uphold the highest ethical standards.

We are committed to ongoing review and refinement to make sure we manage risks effectively and stay compliant with laws and regulations.

Our Board of Directors is central to our governance structure. It consists of individuals with a wide range of skills and experiences. They provide critical oversight, strategic counsel, and informed decision-making, ensuring our commitment to the highest ethical standards is never compromised.

Employee engagement and development form a crucial part of our governance strategy. Our significant investment in ongoing professional development ensures our team is equipped with the latest industry knowledge, skills, and best practices to deliver exceptional market research and insights to our clients.

As we move forward, we are committed to maintaining and improving our governance standards and to promoting a culture of responsibility, integrity, and excellence throughout System1.

As an AIM-listed company, System1 adheres to the ten principles of the Quoted Companies Alliance (QCA) Corporate Governance Code. The QCA Code identifies ten principles that underpin growth in long-term shareholder value, encompassing an efficient, effective and dynamic management framework accompanied by good communication to promote confidence and trust.

Strategy

All directors are familiar with the market in which the Group is operating, the Group's value proposition, and its strategic intent.

The Board actively participates in setting, and regularly reviewing, the strategy of the business, and is responsible for ensuring that the Company's business model is, and remains, aligned to the achievement of its strategic objectives. The Company sets out its strategy within the Strategic Report section of its Annual Report and Accounts.

Risk management

The Board reviews the risks facing the business on a regular basis. The identified principal risks and uncertainties are those outlined in the Strategic Report.

The Board is responsible for the Group's system of internal controls and risk management, and for reviewing the effectiveness of these systems. These systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and to provide reasonable, but not absolute assurance against material misstatement or loss.

The key features of the Group's internal controls are described below:

·      clearly defined organisational structure with appropriate delegation of authority;

·      comprehensive budgeting programme with an annual budget approved by the Board;

·      regular review by the Board of actual results compared with budget and forecasts;

·      regular reviews by the Board of full year expectations;

·      detailed budgeting and monitoring of costs incurred on the development of new products;

·      a limited number of Directors and Executives authorised to commit the company to legal agreements or make payments;

·      regular reviews of customer and employee feedback;

·      information security controls (for which the Company has obtained ISO 27001 accreditation).

The Board take measures to review internal controls and embed risk management procedures on an ongoing basis and implement metrics and objectives to monitor the business as part of a continuous improvement programme.

Corporate culture

The Group endeavours to maintain a culture built on integrity. To surface unethical or deceitful behaviours, it promotes openness amongst its employees, provides channels for employees to feedback concerns to the Executive Directors and the Board (such as anonymous employee feedback surveys, and confidential whistle-blowing channels), and conducts exit interviews. Further information on System1's culture and values can be found in the Section 172 Report.

The Board of Directors

The Board comprised three Executive Directors and four independent Non-Executive Directors, including the Non-Executive Chairman for the year ended 31 March 2025. The membership of the Board is set out in the Group Directors' Report. We believe that the directors have the mix of leadership, marketing and financial skills and experience necessary to oversee the Group and deliver its strategy for the benefit of the shareholders over the medium to long-term, and this mix is regularly under review as strategy develops. The composition of the Board is set out on pages 47 to 48 and is intended to achieve a balanced range of personal qualities and capabilities, and to support the Company's commitment to promoting gender equality and diversity. The biographical details of the directors are presented below.

The Board operates an induction programme for new Non-Executive Directors. The Board reviews its AIM obligations with its Nominated Advisor annually and endeavours to keep up with best practice governance via QCA seminars and training material. All directors can access the Company's advisors and obtain independent professional advice at the Company's expense in performance of their duties as directors.

During the year, the Remuneration Committee sought advice from external consultants on board and senior management remuneration. Neither the Board nor the respective committees have sought other external advice on any significant matter during the year. The Audit Committee works with the Company's auditor, HaysMac LLP. The Board liaises regularly with the Company's Nominated Advisor, Canaccord Genuity to ensure compliance with AIM Rules.

The Board considers each of the Non-Executive Directors to be independent, for the following principal reasons:

·      they all have served on the Board for less than ten years;

·      their remuneration is not material in the context of their financial circumstances;

·      they have no executive role;

·      they each own an immaterial number of shares in the Company in the context of their financial circumstances;

·      they are not related to any of the Executive Directors; and

·      they have no material conflict of interest given their other roles and business activities.

The Board schedules regular monthly meetings during the year, except for August, and additional ad hoc meetings as required. All Directors can allocate sufficient time to the Group to discharge their responsibilities fully. In recent times, we have embraced a hybrid approach to our board and committee meetings, conducting them both virtually via Microsoft Teams as well as in person at our central London location. The number of regular meetings that each director attended during the financial year is set out below:

Matters reserved for the Board

The Board discusses and reviews all matters and issues which are important to the business. Certain decisions are reserved for the Board, which include:

·      approval of the Group's long-term objectives and strategy;

·      approval of the annual operating and capital budget, and any material changes thereto;

·      extension of the Group's activities into new business or geographic areas;

·      changes to the Group's capital structure and/or major changes to corporate structure, including acquisitions, disposals, and investments;

·      approval of interim and annual reports, and regulatory or non-routine shareholder communications;

·      approval of significant changes in accounting policies or practices;

·      approval of share buybacks, dividends and dividend policy;

·      assessment of the effectiveness of risk and control processes.

Matters referred to the Board are considered by the Board as a whole and no one individual has unrestricted powers of decision. Where directors have concerns which cannot be resolved in connection with the running of the Group or a proposed action, their concerns would be recorded in the Board Minutes. This course of action has not been required to date.

The provisions on engagement with stakeholders including shareholders, employees and customers are dealt within the Section 172 Report on pages 25 to 33.

Appointment of Directors

The Board formally approves the appointment of all new Directors. Each year at the Annual General Meeting, all Directors retire by rotation and are subject to re-election.

Remuneration Committee

The Remuneration Committee is responsible for determining the specific remuneration and incentive packages for each of the Company's Executive Directors and keeping under review the remuneration and benefits of all senior executives. Its members are:

Philip Machray - Chairman of the Remuneration Committee

Conrad Bona

Rupert Howell

Sophie Tomkins

The Remuneration Committee's role and responsibilities are to:

·      review and approve the remuneration and incentive schemes of Executive Directors, including pension rights, other benefits, and any compensation payments, ensuring that no Director is involved in any decisions as to their own remuneration;

·      review and approve the level and structure of remuneration and incentive schemes for senior management;

·      select, appoint, and set the terms of reference for any remuneration consultants who advise the Committee;

·      approve the payments to Directors under any performance-related pay or share schemes operated by the Group;

·      ensure that contractual terms on termination of any Director are fair to the individual and the Group, that failure is not rewarded and that the duty to mitigate loss is fully recognised;

·      approve any major changes in employee benefits structures throughout the Group;

·      approve the policy for authorising claims for expenses from the Directors.

The Remuneration Committee schedules two formal meetings per year and meets at other times as necessary. The Remuneration Committee may invite any of the executive directors to attend meetings of the Remuneration Committee. The Remuneration Committee may use consultants to advise it in setting remuneration structures and policies. It is exclusively responsible for appointing such consultants and setting their terms of reference.

The Annual Statement from the Remuneration Committee Chair is set out in the Remuneration Committee Report on page 53.

Audit Committee

The Audit Committee is responsible for ensuring the financial performance of the Group is properly monitored and reported on to shareholders, reviewing the Group's financial systems and controls, and overseeing the Group's risk management. Its members are:

Sophie Tomkins - Chair of the Audit Committee

Conrad Bona

Rupert Howell

Philip Machray

The Audit Committee's role and responsibilities are to:

·           monitor the integrity of the financial statements of the Group;

·           review significant financial reporting matters

·           review the Group's internal financial controls and risk management systems;

·           make recommendations to the Board, for it to put to the shareholders for their approval in relation to the appointment of the external auditor and to approve appropriate remuneration and terms of reference for the external auditor;

·           discuss the nature, extent and timing of the external auditor's procedures and discussion of external auditor's findings;

·           monitor and ensure the external auditor's independence and objectivity and the effectiveness of the audit process;

·           develop and implement policy on the engagement of the external auditor to supply non-audit services;

·           report to the Board, identifying any matters in respect of which it considers that action or improvement is required; and

·           ensure a formal channel is available for employees and other stakeholders to express any complaints in respect of financial accounting and reporting.

Board effectiveness

In line with best practice governance, the Group's Senior Independent Director recently concluded the annual review of the Chair. This involved confidential discussions with the independent Directors, to act as a sounding board for any concerns, and to ensure that the Board is functioning optimally. The review concluded that the Board meetings and Board matters were being run well, with all Directors given full opportunity to express views and ask questions of the Executive, and with clear goal setting and follow up of action points.

Additionally, this year's Board Evaluation was internally facilitated and gathered the feedback of Directors across a series of questions addressing the effectiveness of the Board and its Committees. It included a number of key topics including:

·      the effectiveness of the Board in setting strategy and assessing risk;

·      the relationship between the CEO and Chair;

·      that decision making was balanced and objective and took active account of relevant stakeholder issues;

·      shareholder relations and communications;

·      that the Board was effective and responsive to new information and events; and

·      that the Board had the appropriate composition and skills to discharge its duties, and had sufficient process in place for regular self-assessment.

Overall, the Board Evaluations have indicated that Board processes are robust, and previous areas highlighted by the Evaluation, such as Strategy Deep Dives and Risk Reviews, have been comprehensively addressed. The Board aims to meet face to face as often as possible, and continues to review practical and transparent ways of engaging with its shareholders.

A number of actions were agreed as part of this year's process, including revisiting succession planning, reviewing all the Committee's Terms of Reference, and reviewing the communication mechanisms used by the Board.

The skills and experience of the Board are set out in their biographical details on pages 39 and 40. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. The Board meets regularly with external experts including the NOMAD to ensure that it remains abreast of developments and current best practice.

All Directors undertook a thorough induction process on joining the Board, tailored to the existing knowledge and experience of the Director concerned.

The Group maintains communication with a wide range of stakeholders to ensure that their needs, interests and expectations are understood and reflected within the Group's strategy and in Board decision making. Further details of how the Board has taken account of the needs of the Group's stakeholders are set out on pages 19 to 25.

Succession planning

The Board, led by the Chairman, carries out ongoing assessments as to the succession needs and planning of the Board. Senior management appointments are made by the Executive Directors, who carry out ongoing assessments of succession needs and skills gaps across the business. Compensation arrangements for key appointments are overseen by the Remuneration Committee.

In April 2025, we also established a dedicated Nominations Committee to support Board composition, leadership planning and succession. The Committee comprises of four Non-Executive Directors, chaired by Phil Machray, and is responsible for ensuring the Board and senior leadership retain the right mix of skills, diversity and continuity to support the Group's strategy.