The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation.

3 February 2026

 EnSilica plc 

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

 

Unaudited Results for the Half Year Ended 30 November 2025 

 

-  Record H1 FY26 revenues driven by continued growth in chip supply revenues across high-growth, technology-led markets

-  More than 95% of FY26 revenues covered by existing customer contracts underpinning FY26 market consensus guidance

 

EnSilica (AIM: ENSI), a leading fabless chipmaker of mixed-signal ASICs (Application Specific Integrated Circuits), announces its unaudited results for the six months ended 30 November 2025 ("H1 FY26" or the "Period").  

 

Financial Highlights  

 

·    Record H1 FY26 with revenues up 37% to £12.7 million (H1 FY25: £9.3 million)

·    Chip supply revenue increased 34% to £3.9 million (H1 FY25: £2.9 million)

·    EBITDA profit of £1.7 million generated (H1 FY25: EBITDA loss of £0.2 million)

·    Operating profit of £0.4 million (H1 FY25: operating loss of £0.8 million)

·    Cash and cash equivalents on 30 November 2025 of £2.0 million (31 May 2025: £2.0 million)

·    Net cash flow generated from operations of £4.4 million (H1 FY25: £1.6 million outflow)

·    Further investment in supply contracts and intellectual property ("IP") assets of £3.1 million (H1 FY25: £2.6 million)

 

Operational Highlights 

 

·    Strong execution of the Group's strategy in high-growth, differentiated, technology-led end markets, delivering record first-half revenues and further scaling of chip supply activities

·    Growing recurring revenues, with multiple ASICs now generating chip supply and royalty income alongside advanced design-and-supply programmes, progressing towards tape-out and production

·    Significant momentum in satellite communications sector in addition to ongoing demand from safe and secure semiconductor sectors

·    Longer term pipeline supported by ongoing progress across major customer programmes moving through key execution milestones, alongside new definition and feasibility study awards

·    Commercial validation of volume production with cumulative shipments exceeding 10 million ASICs on a long-running automotive supply programme, reinforcing the Group's global credentials

·    Establishment of a new mixed-signal design centre in Budapest, strengthening the Group's EU engineering footprint and expanding EnSilica's analogue and mixed-signal capability

 

·    With 95% of business already booked, the Board has confidence in achieving management expectations for FY26

 

Ian Lankshear, Chief Executive Officer of EnSilica, commented: 

 

"I am delighted by EnSilica's strong first half performance, producing record revenues, profitability and clear evidence that our strategy of focusing on high-growth, differentiated, technology-led markets is delivering results. Growth in chip supply revenues, alongside robust design and NRE activity, reflects increasing customer confidence in our ability to deliver complex, safe-and-secure critical silicon into long-lifecycle applications.

 

Operational momentum has continued with recurring supply and royalty revenues becoming an increasingly important component of the business. In satellite communications, we are seeing sustained engagement across both user terminals and payload chips as EnSilica is being recognised for its world-class domain expertise.

 

Beyond FY26, the depth, quality and duration of our contracted order book and pipeline programmes give us confidence in the long-term scalability and resilience of the business, as EnSilica continues to build a high-quality, recurring revenue supply base."

 

Investor Presentation

 

An online presentation of the half-year results will be held at 12 p.m. GMT on Thursday, 5 February 2026 via the Investor Meet Company platform. Investors can sign up for free and add EnSilica via:

https://www.investormeetcompany.com/ensilica-plc/register-investor

 

For further information please contact:

 

EnSilica plc Ian Lankshear, Chief Executive Officer Kristoff Rademan, Chief Financial Officer www.ensilica.com	via Vigo Consulting +44 (0)20 7390 0233
Allenby Capital Limited, Nominated Adviser & Joint Broker Jeremy Porter / Vivek Bhardwaj (Corporate Finance) Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)	+44 (0)20 3328 5656 [email protected]
Panmure Liberum Limited (Joint Broker) Edward Mansfield / Will King / Phoebe Bunce	+44 (0)20 3100 2000
Vigo Consulting (Investor & Financial Public Relations) Jeremy Garcia / Safia Colebrook	+44 (0)20 7390 0233  ensilica@vigoconsulting.com

 

The person responsible for arranging release of this announcement on behalf of the Company is Kristoff Rademan, Chief Financial Officer.

 

About EnSilica plc

 

EnSilica is a fabless, application-specific chipmaker, combining deep domain and system-level expertise with world-class capability in RF, mmWave, mixed-signal and complex digital IC design. The Company serves customers across the communications, industrial, automotive and healthcare markets, where safety and security and reliability are critical.

 

A growing portfolio of reusable IP and silicon platforms underpins a repeatable, scalable delivery model, reducing development risk, cost and time to market while supporting long-term supply revenues. EnSilica has a strong track record of delivering production-proven silicon to demanding industry standards. Headquartered near Oxford, UK, the Company operates design centres across the UK, India, Brazil and Hungary.

 

 

 

Operational Review

 

EnSilica has continued to make strong operational progress, delivering record first-half revenues and growing profitability in H1 FY26. This performance reflects the execution of EnSilica's stated strategy to build a scalable fabless semiconductor business, our advanced ASIC design capability and expanded portfolio of production silicon, supported by sustained momentum across our core satellite communications and safe and secure semiconductor markets.

 

Design and non-recurring engineering ("NRE") activity during the Period remained robust, underpinned by both long-term customer engagements and new programme awards. These activities continue to support a growing pipeline of advanced ASIC programmes progressing through key execution milestones towards tape-out and production, providing the foundation for future compounding chip supply and royalty revenues.

 

Revenues for the six months ended 30 November 2025 increased by 37% to £12.7 million (H1 FY25: £9.3 million), reflecting growth across both chip supply and design-led revenues. Recurring revenues from chip supply of £3.9 million represented a 34% increase on the prior period, a key operational metric as the Group transitions from a consultancy-led model to a multiple revenue-stream business. The Group also delivered EBITDA profit of £1.7 million (H1 FY25: EBITDA loss of £0.2 million), demonstrating consistent financial maturity as both operating leverage and revenues increase.

 

Operational progress continued beyond the Period end, with further programme advancement, new contract awards, and additional purchase orders secured, strengthening both near-term revenue visibility and the longer-term supply pipeline.

 

Contract wins and other highlights for H1 FY26 include:

·    Five ASICs now in the supply phase generating recurring revenues, with a broader portfolio of advanced ASIC programmes in the design phase supporting the growth of future chip supply

·    Project advancement of multiple customer ASIC programmes towards tape-out, including successful prototype and test-chip activity to validate key design elements ahead of full device completion

·    New definition and feasibility-stage contracts secured across satellite payload and other high-growth applications, strengthening the longer-term pipeline and providing pathways to potential multi-year NRE and supply agreements

·    Receipt of a $1.4 million purchase order to progress a satellite payload ASIC into its next development phase, following completion of an initial feasibility study

·    Award of a £5 million UK Contract for Innovation by the UK Government's Department for Science, Innovation & Technology to develop a secure, quantum-resilient processor ASIC for application across critical, national infrastructure

·    Secured prototype development programme for an enhanced electronic road-tolling ASIC, striving for next-generation functionality and opportunities for a future commercial supply programme

·    Demonstrated ability to scale production volume, with cumulative shipments exceeding 10 million ASICs on a long-running automotive supply programme

·    Continued relevance of the Group's Post-Quantum Cryptography-ready security IP and architectures across focus markets, aligned with increasing regulatory and resilience requirements

 

Outlook

 

With 95% of business already booked, the Board has confidence in achieving management expectations for FY26. Revenues are expected to continue to be weighted towards the second half of the financial year, reflecting the timing of customer milestones and scheduled chip tape-outs.

 

The Group's diversified revenue model continues to gain traction, with a growing base of recurring chip supply revenues complemented by a strong order book of design and non-recurring engineering programmes. This blend is stimulating operating leverage and improving profitability, as more programmes progress from development into sustained production.

 

Increasing contributions from chip supply activities, together with disciplined investment in IP and engineering capability, are driving a phased reduction in cash consumption. As production revenues scale, the Board anticipates achieving positive monthly operational cash generation by the end of calendar year 2026. The Board looks forward to the future with confidence with the prospects of the business underpinned by longer term secular demand trends.

 

 

 

Finance Review 

 

H1 FY26 saw significant revenue and EBITDA growth as a result of development revenues generated from the new ASIC design and supply customers, alongside further robust growth in supply revenues. Revenues grew 37% to £12.7 million compared to the £9.3 million achieved in H1 FY25. Chip supply revenues at £3.9 million continued their upward trajectory, whilst NRE revenues grew substantially, driven by the NRE contracts won in FY25. Consultancy revenues were subdued at £3.0 million due to the focus on the key NRE projects won in FY25, in line with our strategy to transition to a multiple-revenue-stream business.

 

Cash consumption slowed dramatically during the Period with the business generating an inflow of £0.8 million, helped by advance contract milestone payments. Operational cash outflows have also diminished sharply over the last 12 months with the Group well placed to become operationally cash flow positive on a monthly basis by the end of calendar year 2026, a goal supported by growing higher margin recurring supply revenues.

 

As part of the Group's strategic growth strategy and in conjunction with the Group's customers, EnSilica continues to co-invest in the development of customer ASICs, as well as its own intellectual property and know-how. As such, the Group has invested a further £3.1 million (H1 FY25: £2.6 million) in supply contracts and intellectual property assets with the expected return on the investment generated by long-term, high-margin, recurring supply or royalty revenues. 

 

Financial Summary

 

	H1 FY26 £'m	H1 FY25 £'m
Revenue	12.7	9.3
Cost of goods	(7.9)	(5.8)
Gross profit	4.9	3.4
Gross margin	38%	37%
Other income	0.8	-
Operating expenses	(3.9)	(3.6)
EBITDA	1.7	(0.2)
Depreciation & amortisation	(1.3)	(0.6)
Operating profit/(loss)	0.4	(0.8)
Interest	(0.3)	(0.5)
Profit/(loss) before tax	0.1	(1.4)
Tax	(0.6)	0.2
Loss for the year	(0.5)	(1.2)

 

Revenues

 

H1 FY26 Group revenues were £12.7 million (H1 FY26 £9.3 million) up 37%.  Chip supply revenues continued their upward trajectory, increasing 34% to £3.9 million (H1 FY25: £2.9 million).  This increase has been driven by growth in customer demand and in particular growing revenues from the industrial ASIC which taped out at the end of FY24. NRE revenues in the Period more than doubled to £5.8 million (H1 FY25: £2.2 million) driven by the NRE contracts won in FY25. As expected, Consultancy revenues were lower in the Period at £3.0 million (H1 FY25: £4.1 million) due to a large customer consultancy project not recurring in H1 FY26, as well as the business focus on supporting progression of the key NRE projects won in FY25.

 

The Group continues to focus on developing chip supply revenues through NRE projects as part of its fabless business model, with the established consultancy revenues providing a further reliable income stream.

 

Gross Margin

 

Gross margins in H1 FY26 of 38% slightly outperformed the 37% achieved in the prior year, mainly due to increased supply revenues. Margins are expected to continue incrementally increasing as the Group's higher margin chip supply revenues increase and become a larger share of the Group's overall revenues.   

 

Operating Expenses

 

Operating expenses at £3.9 million were higher than in H1 FY25 (£3.6 million) due to investments in operational staff, as well as facility cost increases.

 

Other Income

Other income includes income received from government grants as well as the RDEC tax credit of £0.6 million.

 

EBITDA

 

As a result of the large increase in revenues, EBITDA increased significantly by £1.9 million from a loss of (£0.2) million in H1 FY25 to a profit of £1.7 million in H1 FY26.

 

Loss after tax

 

The Group's loss after tax decreased to £0.5 million (H1 FY25: £1.2 million loss) after the interest expense decreased by £0.2 million to £0.3 million in H1 FY26 (H1 FY25: £0.5 million) due to the one-off loan refinancing charges incurred in H1 FY25 not recurring in H1 FY26. Tax has been impacted by the deferred tax charge on intangible assets capitalised with no offsetting taxable losses in H1 FY26.

 

Headcount

 

Average Group headcount was increased in the Period to 199 (FY26: 179) by the recruitment of engineers to service the new NRE and design contracts won by the Group in the period, including the hiring of 16 engineers in Hungary.

 

Cash flow

 

	H1 FY26 £'m	H1 FY25 £'m
EBITDA	1.7	(0.2)
Working capital	2.7	(1.4)
Tax received	-	-
Net cash flow from operations	4.4	(1.6)
Investment in intangibles	(3.1)	(2.6)
Capital expenditure	(0.2)	(0.4)
Interest paid	(0.3)	(0.5)
Cash generation/(burn)	0.8	(5.1)
Net cash flows from financing	(0.8)	2.8
Movement in the year	(0.0)	(2.3)

 

The Company generated net cash flow from operations of £4.4 million after an EBITDA profit of £1.7 million and positive working capital movements of £2.7 million assisted by large customer contract upfront milestone payments received. The Company made investments in intangibles of £3.1 million, mainly driven by the co-development of customer projects, and spent £0.2 million on capital expenditure. Interest paid on loans and leasehold property liabilities amounted to £0.3 million, leading to total cash generation of £0.8 million.

 

Net proceeds from financing included loan repayments of £0.5 million and lease liability repayments of £0.3 million. The movement in cash in the period was therefore flat at £nil million.

 

Ian Lankshear	Kristoff Rademan
CEO	CFO
EnSilica plc	EnSilica plc

 

3 February 2026

 

 

 

Financial Statements

 

Consolidated Statement of Comprehensive Income

for the six months ended 30 November 2025

			Six months ended 30 Nov 2025	Six months ended 30 Nov 2024	Twelve months ended 31 May 2025
			Unaudited	Unaudited	Audited
	Note		£'000	£'000	£'000
Revenue	2		12,727	9,270	18,183
Cost of sales			(7,851)	(5,825)	(10,850)
Gross profit			4,876	3,445	7,333
Other operating income			804	-	1,623
Impairment of assets	6,7		-	-	(910)
Expected credit loss allowance			-	-	(1,783)
Administrative expenses			(5,231)	(4,285)	(8,893)
Operating profit/(loss)			449	(840)	(2,630)
Interest income			-	-	-
Interest expense			(329)	(516)	(907)
Profit/(loss) before taxation			120	(1,356)	(3,537)
Taxation	4		(619)	156	811
Loss for the period			(499)	(1,200)	(2,726)
Other comprehensive (expense)/ income for the period
Currency translation differences			(112)	(31)	49
Total comprehensive loss for the period			(611)	(1,231)	(2,677)
Loss for the period attributable to:
Owners of the company			(499)	(1,200)	(2,726)
Non-controlling interests			-	-	-
			(499)	(1,200)	(2,726)
Other comprehensive (expense)/income for the period attributable to:
Owners of the company			(112)	(31)	49
Non-controlling interests			-	-	-
			(112)	(31)	49
Total comprehensive expense for the period attributable to:
Owners of the company			(611)	(1,231)	(2,677)
Non-controlling interests			-	-	-
			(611)	(1,231)	(2,677)

 

Financial Statements

 

Earnings per Share Attributable to the Owners of the Parent During the Period (expressed in pence per share)

 

			Six months ended 30 Nov 2025	Six months ended 30 Nov 2024	Twelve months ended 31 May 2025
			Unaudited	Unaudited	Audited
	Note		pence	pence	£'000
Basic loss per share (pence)	5		(0.52)	(1.44)	(3.26)
Diluted loss per share (pence)	5		(0.52)	(1.44)	(3.26)

 

Financial Statements

 

Consolidated Statement of Financial Position

As at 30 November 2025

			30 Nov 2025 Unaudited	30 Nov 2024 Unaudited	31 May 2025 Audited
	Note		£'000	£'000	£'000
Assets
Non-current assets
Property, plant and equipment	6		3,213	3,132	3,373
Intangible assets	7		25,102	20,759	22,828
Total non-current assets			28,315	23,891	26,201
Current assets
Inventories			1,283	896	439
Trade and other receivables	8		8,603	8,966	10,107
Corporation tax recoverable			1,963	2,179	1,363
Cash and cash equivalents			1,969	2,792	1,963
Total current assets			13,818	14,833	13,872
Total assets			42,133	38,724	40,073
Current liabilities
Borrowings	9		(3,910)	(3,831)	(3,862)
Lease liabilities			(458)	(320)	(571)
Trade and other payables	10		(13,133)	(6,342)	(10,492)
Total current liabilities			(17,501)	(10,493)	(14,925)
Non current liabilities
Borrowings	9		(952)	(1,879)	(1,422)
Lease liabilities			(1,974)	(1,711)	(2,126)
Provisions			(248)	(182)	(235)
Deferred tax			(1,038)	(2,009)	(466)
Total non current liabilities			(4,212)	(5,781)	(4,248)
Total liabilities			(21,713)	(16,274)	(19,174)
Net assets			20,420	22,450	20,900
Equity
Issued share capital	11		156	156	156
Share premium account			16,181	16,165	16,181
Currency differences reserve			(219)	(176)	(107)
Retained earnings			4,302	6,305	4,670
Equity attributable to owners of the Company			20,420	22,450	20,900
Non-controlling interests			-	-	-
Total equity			20,420	22,450	20,900

 

The notes are an integral part of these condensed financial statements.

 

Ian Lankshear	Kristoff Rademan
CEO	CFO
EnSilica plc	EnSilica plc

 

Financial Statements

 

Condensed Consolidated Statement of Changes in Equity

 

	Share Capital		Share premium account		Currency translation reserve		Retained earnings		Total equity
	£'000		£'000		£'000		£'000		£'000
At 31 May 2024	153		14,957		(117)		7,410		22,403

 

Loss for the period	-	-	-	(1,200)	(1,200)
Other comprehensive expense	-	-	(59)	(36)	(95)
Total comprehensive expense for the period	-	-	(59)	(1,236)	(1,295)
Share based payment	-	-	-	131	131
Issue of share capital	3	1,408	-	-	1,411
Cost of share issue	-	(200)	-	-	(200)
At 30 Nov 2024	156	16,165	(176)	6,305	22,450

 

Loss for the period	-	-	-	(1,766)	(1,766)
Other comprehensive expense	-	-	69	-	69
Total comprehensive expense for the period	-	-	69	(1,766)	(1,697)
Share based payment	-	-	-	131	131
Issue of share capital	-	-	-	-	-
Cost of share issue	-	16	-	-	16
At 31 May 2025	156	16,181	(107)	4,670	20,900

 

Loss for the period	-	-	-	(499)	(499)
Other comprehensive expense	-	-	(112)	-	(112)
Total comprehensive expense for the period	-	-	(112)	(499)	(611)
Share based payment	-	-	-	131	131
Issue of share capital	-	-	-	-	-
Cost of share issue	-	-	-	-	-
At 30 Nov 2025	156	16,181	(219)	4,302	20,420

 

Financial Statements

 

Consolidated Statement of Cash Flows

for the six months ended 30 November 2025

	Note		Six months ended 30 Nov 2025   Unaudited	Six months ended 30 Nov 2024 Unaudited	Twelve months ended 31 May 2025 Audited
			£'000	£'000	£'000
Cash flows from operating activities
Cash generated from operations	A		4,531	(1,598)	933
Tax paid/(received)			(47)	(30)	1,177
Net cash generated from/(used in) operating activities			4,484	(1,628)	2,110
Cash flows from investing activities
Purchase of property, plant and equipment			(211)	(385)	(681)
Additions to intangible assets			(3,091)	(2,575)	(5,797)
Net cash used in investing activities			(3,302)	(2,960)	(6,478)
Cash flows from financing activities
Proceeds from issuance of ordinary shares			-	1,208	1,228
Interest paid			(329)	(516)	(908)
Lease liability payments			(371)	(72)	(309)
Loans and borrowings received			-	5,710	5,710
Loans and borrowing repaid			(470)	(4,027)	(4,436)
Net cash (used in)/generated from financing activities			(1,170)	2,303	1,285
Net decrease in cash and cash equivalents			12	(2,285)	(3,083)
Cash and cash equivalents at beginning of year			1,963	5,156	5,156
Foreign exchange losses			(6)	(79)	(110)
Cash and cash equivalents at end of period	B		1,969	2,792	1,963

 

Financial Statements

 

Notes to the Consolidated Statement of Cash Flows

for the six months ended 30 November 2025

 

A. Cash generated from operations

The reconciliation of loss for the period to cash generated from operations is set out below:

 

					Six months ended 30 Nov 2025		Six months ended 30 Nov 2024	Twelve months ended 31 May 2025
					£'000		£'000	£'000
Loss for the period					(499)		(1,200)	(2,726)
Adjustments for:
Depreciation					373		241	633
Amortisation					865		389	1,038
Impairment of assets					-		-	910
Share based payments					131		131	261
Net interest costs					329		516	908
Research and development expenditure credit (Other income)					(600)		-	(1,278)
Tax (charge)/credit					619		(156)	(811)
					1,217		(79)	(1,065)
Changes in working capital
(Increase)/decrease in inventories					(844)		(143)	313
Decrease/(increase) in trade and other receivables					1,504		(576)	(1,718)
Increase/(decrease) in trade and other payables					2,641		(776)	3,374
Increase in provisions					13		(24)	29
Cash generated from/(used in) operations					4,531		(1,598)	933

 

B. Analysis of net debt

 

	At 1 June 2024	Cash flow	Non-cash changes	At 30 Nov 2024
	£'000	£'000	£'000	£'000
Loans	(4,015)	(1,695)	-	(5,710)
Lease liabilities	(2,103)	72	-	(2,031)
Liabilities arising from financing activities	(6,118)	(1,623)	-	(7,741)
Cash and cash equivalents	5,156	(2,285)	(79)	2,792
Net debt	(962)	(3,908)	(79)	(4,949)

 

	At 1 Dec 2024	Cash flow	Non-cash changes	At 31 May 2025
	£'000	£'000	£'000	£'000
Loans	(5,710)	426	-	(5,284)
Lease liabilities	(2,031)	(666)	-	(2,697)
Liabilities arising from financing activities	(7,741)	(240)	-	(7,981)
Cash and cash equivalents	2,792	(829)	-	1,963
Net debt	(4,949)	(1,069)	-	(6,018)

 

	At 1 June 2025	Cash flow	Non-cash changes	At 30 Nov 2025
	£'000	£'000	£'000	£'000
Loans	(5,284)	470	(48)	(4,862)
Lease liabilities	(2,697)	371	(106)	(2,432)
Liabilities arising from financing activities	(7,981)	841	(154)	(7,294)
Cash and cash equivalents	1,963	(55)	61	1,969
Net debt	(6,018)	786	(93)	(5,325)

 

 

Financial Statements

 

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 November 2025

 

1. General information    

EnSilica plc is a public limited company incorporated in the United Kingdom, quoted on the AIM Market of the London Stock Exchange. The Company is domiciled in the United Kingdom, and its registered office is 100 Park Drive, Milton Park, Abingdon, OX14 4RY. The consolidated unaudited financial statements comprise the Company and its subsidiaries (together referred to as the 'Group'). The Company is a leading fabless design house focused on custom ASIC design and supply for OEMs and system houses, as well as IC design services for companies with their own design teams. The Company has world-class expertise in supplying custom RF, mmWave, mixed signal and digital ICs to its international customers in the automotive, industrial and communications markets. The Company also offers a broad portfolio of core IP covering cryptography, radar and communications systems. EnSilica has a track record in delivering high quality solutions to demanding industry standards. The Company is headquartered near Oxford, UK and has design centres across the UK and in Bangalore, India and Porto Alegre and Campinas, Brazil, and also Budapest, Hungary.

 

Basis of preparation

 

The consolidated interim financial statements of the Company have been prepared in accordance with UK-adopted International Accounting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the Companies Act 2006.

 

The financial information has been prepared under the historical cost convention unless otherwise specified within these accounting policies. The financial information and the notes to the financial information are presented in thousands of pounds sterling (£'000), the functional and presentation currency of the Group, except where otherwise indicated.

 

The principal accounting policies adopted in preparation of the financial information are set out below. The policies have been consistently applied to all periods presented, unless otherwise stated.

 

Judgements made by the Directors in the application of the accounting policies that have a significant effect on the financial information and estimates with significant risk of material adjustment in the next year are discussed below.

 

Going concern

 

For the period ending 30 November 2025, the Group generated revenues of £12.7 million and an operating profit of £0.4 million; and generated cash flow from operations of £4.5 million. As at 30 November 2025 the Group held cash balances of £2.0 million and the Group's financing arrangements consisted of a loan of £4.9 million from Bank of Scotland. In considering the basis of preparation of the financial statements, the Directors have prepared a cash flow forecast for a period of at least 12 months from the date of approval of these financial statements based on the latest forecasts for the financial year 2026 and 2027. The Directors have undertaken a rigorous assessment of the 2026 and 2027 forecast and assessed identified downside risks and mitigating actions. The assumptions around project sales, staffing and purchases are based on management's expectations over the forecast period.

 

Under the current forecast scenarios, the Group has sufficient cash resources to continue in operation for a period of at least 12 months from the date of approval of these interim financial statements. In the event of a downside scenario crystallising, with delays to key revenue generating project milestones or new contracts not being secured in time, the Company could be at risk of breaching its financial loan covenants if an accommodation with Bank of Scotland could not be reached. Whilst the Company maintains a very good relationship with Bank of Scotland and is confident of securing its support, if the Company is unable to secure a waiver or amendment to its financial covenants, this would cause the outstanding loan to become immediately repayable which would give rise to a material uncertainty as defined in auditing and accounting standards related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern, and in such circumstances, it may therefore be unable to realise its assets and discharge its liabilities in the normal course of business.

 

Taking account of the matters described above, the Board has confidence in the Company's ability to continue as a going concern for the following reasons:

 

·    the Company's ability to continue to be successful in winning new customers and building its brand as demonstrated by the signing of 6 new development and supply agreements and two design agreements in the last 18 months with a lifetime value greater than $100 million,

·    the Company's history of being able to access equity capital markets as evidenced by the raising of £5.2 million gross equity in May 2024, availability of factoring and discussions for additional debt headroom / further debt financing and,

·    the Company's customer contracted order book with approximately 70% of revenues for the forecast period being contracted and,

·    the Company's ability to control capital expenditure and lower other operational spend, as necessary

 

Taking account of the matters described above, the Directors are confident that the Company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

 

Accounting policies

 

Basis of consolidation

 

The consolidated interim financial statements comprise the financial statements of the Company and its subsidiaries as at 30 November 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

‣ Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

‣ Exposure, or rights, to variable returns from its involvement with the investee

‣ The ability to use its power over the investee to affect its returns generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

‣ The contractual arrangement(s) with the other vote holders of the investee

‣ Rights arising from other contractual arrangements

‣ The Group's voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

 

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the noncontrolling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

 

Critical accounting estimates and judgements

 

The preparation of the financial information under IFRS requires the use of certain critical accounting assumptions and requires management to exercise its judgement and to make estimates in the process of applying the Company's accounting policies.

 

Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable in the circumstances. The key estimates and judgements used in the preparation of this financial information that could result in a material change in the carrying value of assets or liabilities within the next twelve months are as follows:

 

Intangible assets - capitalisation, impairment and amortisation of development expenditure

 

Judgement

 

The capitalisation of development costs is subject to a degree of judgement in respect of the timing when the commercial viability of new technology and know-how is reached, supported by the results of testing and customer trials, and by forecasts for the overall value and timing of sales which may be impacted by other future factors which could impact the assumptions made. In making their judgements, the Directors considered the carrying values of the intangible assets that are disclosed in note 7.

 

Estimation

 

Amortisation commences once management consider that the asset is available for use, i.e. when it is judged to be in the location and condition necessary for it to be capable of operating in the manner intended by management and the cost is amortised over the estimated useful life of the asset based on experience of and future expected customer product cycles and lives. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments and economic utilisation.

 

Impairment of non-financial assets

 

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the forecasts for the next five to seven years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

 

These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in Note 7.

 

Revenue

 

Estimation

 

In accordance with the policy on revenue recognition, management are required to judge the percentage of completion of the contract in order to recognise revenues. The overall recognition of revenue will depend upon the nature of the project and whether it is billed on a time and materials basis, or, on a project milestone basis where invoices can only be raised on completion of specific, pre-agreed objectives.

 

The Company maintains complete and accurate records of employees' time and expenditure on each project which is regularly assessed to determine the percentage completion, and thereby whether it is appropriate to recognise revenues.

 

As it satisfies its performance obligations, the Company recognises revenue and the related contract asset with regards to the customer development contracts. Revenues are recognised on a percentage of completion basis and as such require estimation in terms of the assessment of the correct percentage of completion for that specific contract.

 

Management judgement is based on a strong track record of successful completion of projects and accurate forecasting of the time required together with the hindsight period available to support the balance sheet date assumptions made.

 

2. Segmental analysis

 

The Board continues to define all the Group's trading as operating in the integrated circuit design market and considers all revenue to relate to the same, one operating segment.  

 

Disaggregation of revenue

 

Revenue in respect of the supply of products is recognised at a point in time. Design and related services, including income for the use of IP, are recognised over the period when services are provided.

 

	Six months ended   30 Nov 2025	Six months ended   30 Nov 2024	Twelve months ended   31 May 2025
	£'000	£'000	£'000
Recognised at a point in time
Supply of products	3,884	2,895	5,741
Recognised over time
NRE design services	5,841	2,216	5,891
Consultancy design services	3,002	4,158	6,551
	8,843	6,375	12,442
	12,727	9,270	18,183
By destination:
UK	5,903	990	4,250
Rest of Europe	5,007	7,094	10,893
Rest of the World	1,817	1,186	3,040
Total revenue	12,727	9,270	18,183

 

The nature of the design services and projects is such that there can be significant customers as a proportion of revenue in any one year but that these may be different customers from year to year. During the six months to 30 November 2025 the largest customer contributed £2.5million (20% of revenue).  Two other customers contributed over £1.0m of revenue during the period leaving just over 50% of the £12.7m made up of customers each contributing around 5% or less of revenue.

 

During the comparable period to 30 November 2024 there were three customers with sales of between £1.3 million and £2.5 million making up 65% of revenues, with a further two customers with sales of £0.5 million to £1.0 million resulting in the top five customers contributing 77% of revenue.

 

The Group's non-current assets comprising investments, tangible and intangible fixed assets and the net assets by geographical location are:

 

		30 Nov 2025		30 Nov 2024					31 May 2025
		Non-current assets	Net assets	Non-current assets			Net assets		Non-current assets		Net assets
				£'000			£'000		£'000		£'000
United Kingdom		28,071	19,745	23,832			21,509		25,999		20,030
India		143	1,319	3			1,511		126		1,133
Brazil		75	43	56			14		76		36
Hungary		26	(240)	-			-		-		-
Germany		-	(447)	-			(584)		-		(299)
		28,315	20,420	23,891			22,450		26,201		20,900

 

3. Alternative performance measures

 

These items are included in normal operating costs of the business but are significant cash and non-cash expenses that are separately disclosed because of their size, nature or incidence. It is the Group's view that excluding them from operating profit gives a better representation of the underlying performance of the business in the year.

 

The Group's primary results measure, which is considered by the directors of EnSilica plc to better represent the underlying and continuing performance of the Group, is EBITDA as set out below. EBITDA is a commonly used measure in which earnings are stated before net finance income, amortisation and depreciation as a proxy for cash generated from trading.

 

		Six months ended 30 Nov 2025	Six months  ended 30 Nov 2024	Twelve months ended 31 May 2025
		£'000	£'000	£'000
Operating profit/(loss) before interest		449	(840)	(2,630)
Depreciation		373	241	633
Amortisation of intangible assets		817	389	985
Other amortisation		48	-	53
Impairment of assets		-	-	910
EBITDA		1,687	(210)	(49)

 

4. Taxation on profit

 

	Six months ended 30 Nov 2025	Six months ended 30 Nov 2024	Twelve months ended 31 May 2025
	£'000	£'000	£'000
Current taxation
UK corporation tax credit	-	830	-
Foreign tax charge	(47)	(30)	(88)
	(47)	800	(88)
Deferred taxation
Origination and reversal of timing differences	(572)	(644)	899
Tax (charge)/credit on profit/(loss)	(619)	156	811

5. Earnings per share

 

	Six months ended 30 Nov 2025	Six months ended 30 Nov 2024	Twelve months ended 31 May 2025
Loss used in calculating EPS (£'000)	(499)	(1,200)	(2,726)
Number of shares for basic EPS ('000s)	96,660	83,604	83,512
Basic earnings per share (pence)	(0.52)	(1.44)	(3.26)
Number of shares for diluted EPS ('000s)	96,660	83,604	83,512
Diluted earnings per share (pence)	(0.52)	(1.44)	(3.26)

 

6. Property, plant and equipment

 

	Right-of-use property		Leasehold improvements		Office equipment			Right-of-use equipment			Computer equipment			Total
	£'000		£'000		£'000			£'000			£'000			£'000
Cost
At 1 June 2025	2,027	240			269	1,801						933				5,270
Additions	-	25			88	-						98				211
At 30 Nov 2025	2,027	265			357	1,801						1,031				5,481
Depreciation
At 1 June 2025	(629)	(67)			(198)	(347)						(657)				(1,898)
Charge for the period	(91)	(12)			(23)	(170)						(77)				(373)
Exchange adjustments	-	-			-	3						-				3
At 30 Nov 2025	(720)	(79)			(221)	(514)						(734)				(2,268)
Net book value
At 30 Nov 2025	1,307	186			136	1,287						297				3,213
At 31 May 2025	1,398	173			71	1454						276				3,372
At 30 Nov 2024	1,729	186			65	874						278				3,132

 

7. Intangible assets

		Development costs			Software		Intellectual property		Total
		£'000			£'000		£'000		£'000
Cost
At 1 June 2025				27,034		123		155		27,312
Additions				3,090		-		1		3,091
At 30 Nov 2025				30,124		123		156		30,403
Amortisation and impairment
At 1 June 2025				(4,372)		(100)		(12)		(4,484)
Charge for the period				(796)		(12)		(9)		(817)
At 30 Nov 2025				(5,168)		(112)		(21)		(5,301)
Net book value
At 30 Nov 2025				24,956		11		135		25,102
At 31 May 2025				22,662		23		143		22,828
At 30 Nov 2024				20,692		36		33		20,759

Capitalised development expenditure relates to developed intellectual property in respect of circuit and chip design. The recoverable amount of a cash generating unit (CGU) is assessed using a value in use model across each individual project that forms the intellectual property that has been capitalised. The value in use for each portion is dependent on the expected life cycle of the CGU using a discount factor of 11.5% (H1 FY25: 11.5%), being the cost of capital for the CGU.

 

8. Trade and other receivables

 

	30 Nov 2025	30 Nov 2024	31 May 2025
Current	£'000	£'000	£'000
Trade receivables	3,711	1,711	5,868
Other receivables	578	835	925
Prepayments	1,838	1,237	1,613
Contract assets	2,476	5,183	1,702
Total	8,603	8,966	10,107

 

9. Borrowings

 

	30 Nov 2025	30 Nov 2024	31 May 2025
Current	£'000	£'000	£'000
Bank loans	3,910	3,831	3,862
Non-current
Bank loans	952	1,879	1,422
Total	4,862	5,710	5,284

 

	30 Nov 2025	30 Nov 2024
Movement in Loans	£'000	£'000
Opening balance June 1st	5,284	4,015
Loan received	-	6,000
Interest accrued	278	426
Interest paid	(230)	(414)
Redemption of loans	-	(3,567)
Capitalisation of issue costs	-	(290)
Loan repayments	(470)	(460)
Closing balance	4,862	5,710

 

In November 2024, existing borrowings with carrying value of £3.6 million were redeemed by way of a Term Loan for £3.0 million, and a Revolving Credit Facility (RCF) of £3.0 million, which was drawn down in 2 tranches. The loan liability is stated net of unamortised loan issue costs of £216,000 at 30 Nov 2025 (30 November 2024: £290,000).

 

The term loan of £3.0 million is secured by fixed and floating charges over the assets of the group and bears interest at rates of 3.5% over the Bank of England Base Rate. It is repayable in monthly instalments over the period to November 2027.

 

The revolving credit facility of £3.0 million is secured by fixed and floating charges over the assets of the group and bears interest at the Bank of England Base Rate plus 2.5%.

 

 

10. Trade and other payables

 

	30 Nov 2025	30 Nov 2024	31 May 2025
Current	£'000	£'000	£'000
Trade payables	3,424	1,686	2,745
Taxation and social security	1,279	998	1,092
Other payables	285	156	187
Accruals	1,533	1,907	579
Contract liabilities	6,612	1,595	5,889
Total	13,133	6,342	10,492

 

11.  Share capital

 

Allotted, called up and fully paid	30 Nov 2025	30 Nov 2024	31 May 2025
	£'000	£'000	£'000
96,600,636 ordinary shares of £0.001 each	97	97	97
59,190 deferred shares of £1.00 each	59	59	59
	156	156	156

 

12. Post balance sheet events

 

Subsequent to the end of the period under review there have been no events that the company feels should be brought to the shareholders' attention.

 

13. Related party transactions

 

During the period under review, the Company undertook transactions with the following related parties:

 

		Six months to 30 Nov 2025		Six months to 30 Nov 2024		Twelve months to 31 May 2025
NAME	SERVICES	Transactions during the period	Balance owing/ (owed) at 30 Nov 2025 £'000	Transactions during the period	Balance owing/ (owed) at 30 Nov 2024 £'000	Transactions during the year	Balance owing/ (owed) at 31 May 2025   £'000
Ensilica India Private Limited	Semiconductor design services	346	(311)	500	1,138	658	(657)
EnSilica Do Brasil Sociedade Unipessoal Limitada	Semiconductor design services	-	-	620	-	1,357	-
EnSilica GMBH	Semiconductor sales services	165	453	(163)	(316)	257	288
EnSilica Hungary kft	Semiconductor design services	231	231	-	-	-	-