27 June 2025

t42 IoT Tracking Solutions plc

("t42" or the "Company")

Full year results

t42 IoT Tracking Solutions plc (AIM: TRAC), a global provider of real-time tracking and monitoring solutions for containers, is pleased to announce its audited results for the year ended 31 December 2024.

Financial Highlights

·    Revenue of $4.16m (2023: $4.01m), with an increased contribution from the supply chain solutions.

·    Adjusted EBITDA loss of $206,000 (2023: EBITDA gain of $341,000).

·    Gross margin decreased to 38%, due to cost increases in the hardware segment (2023: 53%).

·    Total operating expenses increased to $2.48m (2023: $2.25m).

Operational and Post-period Highlights

Of the four major contracts signed in 2024, one is already outperforming expectations. Year-on-year growth in Lokies orders is nearly 100%, and this is expected to have a positive impact on 2025 results. The other contracts are progressing as planned. As previously reported, these contracts represent cumulative potential orders of up to 100,000 units, primarily from customers in Latin America. Subject to full execution and delivery timelines, the contracts are expected to generate approximately $20m in hardware and SaaS revenues over the next three years.

Since the beginning of 2025, we have seen a significant increase of nearly 100% in purchase orders for both Lokies and Tetis, which will contribute to revenues in the current year.

 

Avi Hartmann, CEO of t42, commented:

"We offer a comprehensive, cutting edge, technological solution for monitoring and securing containers, effectively addressing a critical challenge in maritime, land transportation and air cargo. Our solution guarantees reliability, security, and economic feasibility while significantly reducing implementation time and accelerating return on investment for our customers. We are actively pursuing business opportunities in key markets such as South and North America, evident from recent agreements signed and the substantial business potential they represent.

I would like to express, on behalf of the Board and myself, our sincere gratitude to Igor Vatenmacher, who stepped down as CFO in April this year. Igor's drive and determination has greatly helped to guide T42 through challenging times in the past and set it on a road to a brighter future. Although Igor has stepped down from his executive role, he has not left the Company - he now continues to serve as a non-executive director, contributing his vast experience and unique insights in his new role."

 

Contacts:

 

t42 IoT Tracking Solutions PLC Michael Rosenberg, Chairman Avi Hartmann, CEO	07785 727595 +972 5477 35663
Strand Hanson Limited (Nominated Adviser and Financial Adviser) James Harris/ Richard Johnson/ Imogen Ellis	020 7409 3494
Peterhouse Capital Limited Lucy Williams/Charles Goodfellow/Eran Zucker	020 7469 0930

The Annual Report will be made available to shareholders shortly and be available from the Company's website at: www.t42.co.uk/. A notice of AGM will be dispatched to shareholders in due course.

 

 

 

 

 

 

CHAIRMAN'S STATEMENT

 

We are pleased to report T42's audited results for the year ended 31 December 2024.

Revenues increased to $4.16 million, up from $4.01 million in 2023. We expect continued fulfillment of the agreements announced during 2024 over the coming years.

The software segment maintained a strong gross margin of 82%, while the hardware segment recorded a negative gross margin of 7%, compared to a positive 20% last year. The decline is primarily due to the following factors:

 

1.     Write-offs of old inventory as part of the Company's shift to focusing on innovative products in other areas for both new and existing markets.

2.     Increase in the cost of components production, which caused an erosion in gross profitability.

3.     Sharp increase in shipping costs.

 

We are addressing these issues and expect margin improvement in the current year.

 

Several years ago, we pivoted the Company's strategy from vehicle tracking to container monitoring solutions. This led to a rebranding to t42 and a fundamental change in our core business. As part of this transition, key personnel were replaced, and an experienced, focused management team was brought in. The signs of success are evident in the 2024 results.

 

We have developed new products in collaboration with leading manufacturers, identified new customers, and introduced innovative business models and solutions. Within a short period, we have demonstrated that we are on the right path, and this positive momentum is reflected in our results.

 

In 2024, we experienced significant growth in the container segment, including the signing of new multi-year agreements that exceeded the sales volumes of 2023. This momentum is driven by the high quality of our Lokies locks and increasing demand for our new TETIS models.

 

We have made substantial technological improvements, particularly in power consumption - a key operational advantage for our customers.

This trend continues: new customers are being secured, pilot projects are advancing, and market potential is turning into a pipeline of commercial opportunities. We are also investing in our complementary TETIS product with a focus on energy efficiency.

 

Much of the container segment growth stems from agreements signed in the first half of 2024. We now expect actual orders under these agreements to exceed customers' initial forecasts. We are in advanced negotiations with one major customer regarding 2025 order forecasts, which may result in a material increase to the original contract scope.

 

There is no doubt that t42's solutions are shaping the future of container monitoring. The expected increase in 2025 orders marks a significant step toward fulfilling the Company's potential and its aspiration to be a leader in the container tracking market.

 

In the Helios segment, our platform was selected for national deployment in a South American country to improve safety and reduce road accidents in public and heavy transportation, including buses and trucks.

 

 

 

 

R&D

 

Over the past twelve months,  t42 has achieved significant technological milestones, reflecting its commitment to innovation and excellence in the IoT space.

 

We launched a new version of the Lokies product line with a smaller shackle for increased flexibility and safety, without compromising durability and reliability.

We also focused on road safety solutions, enhancing user experience, and expanding into new markets. In a first-of-its-kind project in Mexico, we developed an interface for the Helios device, connected to an external vehicle display, for secure driver identification. The interface features intelligent audio-visual alerts based on speed, location, and direction.

 

Following a pilot of several hundred units, a 100% success rate was reported in preventing incidents that previously led to losses and insurance claims. We have already received interest from customers in other countries and expect to expand this solution throughout 2025 and 2026.

 

We upgraded the t42 platform to enable the creation of thousands of speed and direction zones, including real-time alerts to edge devices for fleet management.

 

We also enhanced deployment tools, allowing for faster and more accurate device activations, enabling large-scale rollouts with minimal downtime.

 

 

FINANCIAL REVIEW

 

·      Group revenues of $4.16 million (2023: $4.01 million) - an increase of 4%.

·      Gross margin decreased to 38% (2023: 53%). The software segment maintained a strong margin of 82%, while the hardware segment recorded a margin loss of 7% (2023: 20% margin profit).

·      Total operating expenses increased to $2.48 million (2023: $2.25 million).

·      Net loss after tax increased to $1.75 million (2023: $0.42 million), and the operating loss increased to $0.9 million (2023: $0.1 million).

·      A foreign exchange rate gain of $72k was recorded mainly due to the depreciation of the Israeli shekel against the US dollar (2023: $27k gain).

·      Trade receivables slightly declined to $0.88 million (2023: $0.89 million).

·      Inventory of $1.12 million (2023: $1.44 million).

·      Trade payables increased to $1.11 million (2023: $0.84 million).

·      Cash flow from operations was approximately $0.6 million, compared to a negative cash flow of $0.2 million in 2023.

 

The auditor's report draws attention to the deficit in working capital as of 31 December 2024, including loans due to be repaid within 12 months, and that there may be an uncertainty as the Company's ability to continue as a going concern. However, given the expectation of increased revenues, the Board is confident that additional funding, if necessary, will be available.

 

 

 

CLN Update

 

The Company has received non-binding proposals from holders of the Company's secured convertible loan notes ("CLNs") for principal of £925,000 and $1,300,000 (excluding accrued interest) which were due in May 2025, expressing willingness to convert or extend the terms of the loan, subject to renegotiation. The lenders have confirmed that they will not be seeking repayment while the extensions are being negotiated.

 

OUTLOOK

 

After several years of market entry challenges and technology validation in the container space, we made a strategic decision to rebrand the Company and focus on container tracking solutions. This move sends a clear message: t42 is here to lead.

In 2024, we experienced over 100% growth in container-related sales compared to 2023, and negotiations are already underway to expand existing agreements. It is now clear that we are not just participating in the market - we are becoming a key player.

 

But our ambition goes further - to lead the next wave of innovation in the industry. This requires breakthroughs, an advanced strategy, and collaborations with visionary industry leaders. We are already in advanced discussions with such partners and hope to share developments soon.

 

The journey has begun - long, challenging, and at times turbulent, but full of opportunities. The Board's expectations for t42 are high, and we look forward to updating on key milestones.

 

 

Michael Rosenberg OBE

Non-Executive Chairman

_______________

 

 

 

CORPORATE GOVERNANCE STATEMENT

 

General

The Board has adopted the QCA Corporate Governance Code ("the QCA Code"), further detail of which is set out on the Company's website. The following comments are intended to provide an update on the application of these guidelines where appropriate. The Company seeks to comply with the principles of the QCA Code that the Board considers appropriate, given the size and nature of the business. However, there may be certain cases where non-compliance is appropriate due to the nature of the business and its non-UK status, as explained further below.

Division of responsibilities     

As of today, the T42 IoT Tracking Solutions PLC Board consists of four directors, three of whom are non-executive, including the Chairman. Although the Company is a relatively small company with a small board, the roles of Chairman and Chief executive are separate, clearly established roles, with a clear division of responsibilities between them.

 

The Chairman

The Chairman is responsible for the leadership of the Board. The Chairman sets the agenda for Board meetings and encourages an open and constructive debate. Since the Company is based in Tel Aviv, some Board meetings take place by conference call but normally at least two meetings a year take place physically in Israel with all Board members attending. However, given the current troubles in Israel it was decided to hold all meetings in 2024 by conference call.  During 2024, a total of 11 Board meetings were held and all directors attended all meetings either in person or by conference call. There were 2 audit committee meetings held during the year under review, and all members of the committee attended. There was one remuneration committee meeting held during the year under review, which all members attended.

The non-executive directors

The Chairman is responsible for the leadership of the Board. The Chairman sets the agenda for Board meetings and encourages an open and constructive debate. Since the Company is based in Tel Aviv, some Board meetings take place by conference call but normally at least two meetings a year take place physically in Tel Aviv with all Board members attending.  However, given the current troubles in Israel it was decided to hold all meetings in 2024 by conference call

Time Commitment

Each non-executive director is required to be able to devote sufficient time to his role as a director in the light of other commitments external to the Board. In practice, despite their limited contractual time obligations to the Board which in general are one or two days a month, the non-executive directors devote considerable time over and above their commitments to the Company in support of the other executive members of the Board. On average, they provide at least one day a week and sometimes more to assist management. The executive director is fully committed to the Company and spends as much time as is needed, both in normal working hours and very often much more.

 

 

The business model and strategy

The strategic objectives of the Company are becoming clear in the shipping container market.  The Company's target is to reach each and every container and convert it into a transmitting data point. The Company is targeting to use the opportunity of the present global environment of supply chain challenges and logistics costs in order to penetrate the mass market. The Company's legacy products and experience will support the business to challenge this market and provide a comprehensive solution.

To understand and meet shareholder needs and expectations

The Board keeps in regular contact with investors with a view to understanding their needs and expectations. During 2024, with the assistance of the Company's brokers, presentations were made to a number of investors. In addition, the Board welcomes contact from investors via the Company's brokers, and via the website. Shareholders are encouraged to attend the Company's Annual General Meetings where they can meet and directly communicate with the Board.

Taking into account wider stakeholder and social responsibilities and their implications for long-term success

The Company's tracking products are sold via distributors; therefore, the Company has little influence over individual product sales. Thus, although the Company continues to monitor performance of its distribution network, it is not generally in touch with end users and has limited influence over the processes followed by distributors. However, the Board constantly reviews the distribution network by measuring the performance of individual distributors. Where products are manufactured by external firms, the Company regularly inspects the production facilities and processes used.

The Board is committed to reviewing and assessing stakeholder expectations and guides the Company's senior management to act in accordance with feedback received.

Embed effective risk management

The Board is fully aware of, and monitors closely, the risks that may apply to the business. These include counterparty credit risk, foreign exchange risk and, from time to time, political risks in countries where the Company is actively marketing its products. It is also influenced by the covenants imposed by its bankers on credit risk for certain countries. Operational risks are identified and assessed by management and are reported to the Board when necessary. The Audit Committee also addresses these risks at its regular meetings. During 2024, management has actively been seeking to widen the manufacturing bases for the Company's products so as to lessen reliance on any single manufacturer, thus minimizing risk to the business. In order to monitor risk, regular visits are made to the manufacturing facility and the Board is informed of any issues that need addressing. The key risks facing the Company together with any mitigation taken are considered further on pages 11-12 of this document.

Ensure that the directors have the necessary up-to-date experience and skills

The Board currently comprises one executive and three non-executive directors with an appropriate balance of sector, financial and public market skills, and experience. The experience and knowledge of each of the directors gives them the ability to constructively challenge strategy and to scrutinise performance. In addition, the Non-Executive Chairman, Michael Rosenberg, brings further strategic, commercial, transaction and leadership experience which will be invaluable as the Board pursues the Company's growth strategy and continues to transform the Company.

 

 

Ethical matters

As a small company, the directors are constantly in touch with members of the staff. There are about 20 members based in the office in Israel and their needs and aspirations are regularly reviewed.

Main governance structures and processes

The Non-Executive Chairman, Michael Rosenberg, has responsibility for ensuring proper corporate governance and can also rely on the support of the non-board CFO, Mr Sabag, who is also very familiar with corporate governance requirements.

Further information on the Board and its Committees:

Michael Rosenberg OBE (Non-Executive Chairman)

Michael has many years of experience both as a corporate financier and as an entrepreneur, involved in a number of new businesses in the healthcare, media and financial sectors. He has considerable global experience, having been chairman of the UK DTI committee on trade with Hong Kong and as member of the China Britain Business Council. He was, for many years, also chairman of the British Export Healthcare Association, now known as ABHI, and led a number of UK trade missions overseas. He was a founder of the investment bank now known as Numis Securities where he served as chairman for a number of years until his retirement in 1999.

Over many years he has also served on the boards of other Israeli companies listed on AIM, including Pilat Media Global PLC, as well as several other non-listed companies. 

Avi Hartmann (Chief Executive Officer)

Avi has spent his life as an entrepreneur focused on the technology of tracking systems. He was a founder of Mobiltel Communications Services, which was purchased by Pelephone in Israel in 1999. Together with his son, Uri Hartmann, and his then partner, Doron Kedem, he founded t42 IoT Tracking Solutions PLC in 2004.

Martin Blair (Non-Executive Director)

Martin qualified as a chartered accountant with Ernst & Young in 1982 and between 1983 and 1986 also worked for PwC.  He then spent 15 years in a variety of senior financial roles, primarily for media and technology companies, both in UK and the US. Martin became the CFO for Pilat Media Global PLC, a company which previously traded on both AIM and the Tel Aviv Stock Exchange. Pilat Media Global developed, marketed and supported new generation business management software solutions for content and service providers in the media industry. Martin is also currently non-executive Chairman of the Board and Audit Chair at Cake Box Holdings PLC (AIM: CAKE).

Igor Vatenmacher (Non-Executive Director (Chief Financial Officer until April 2025))

Igor is a certified public accountant in Israel and has a bachelor's degree in economics from Ben Gurion University of the Negev, and an Executive MBA degree with honours, specializing in financing, banking, capital markets and financial engineering, from the Hebrew University in Jerusalem. He began his career with Ernst and Young. Igor joined t42 IoT Tracking Solutions PLC in December 2017 and brings highly qualified accounting experience to the Company. Since his appointment, he has assisted with the development of more sophisticated internal systems and controls essential to the growth of the business. He joined the Board of the Company in January 2019 as CFO, transitioning to a non-executive role in April 2025.

 

Audit Committee

The Audit Committee consists of the non-executive directors, Martin Blair and Michael Rosenberg, and is chaired by Martin Blair. The Audit Committee, inter alia, determines and examines matters relating to the financial affairs of the Company, including the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the annual audit. The Audit Committee met several times during 2024. In June 2025, the Audit Committee reviewed the financial statements for the year ended 31 December 2024, paying particular attention to the level of debtors. The Audit Committee met in September 2024 to consider the interim financial statements for the six months ended 30 June 2024. Again, the Committee focused on stock valuation and debtor levels. The Board considers that, given the size and nature of the business, it is not beneficial to include a full audit committee report in the annual report and accounts for 2024. This will be kept under annual review by the Board.

The Remuneration Committee reviews the performance of the directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives plan pursuant to any share option scheme or equity incentive scheme in operation from time to time. The committee meets as and when necessary to assess the suitability of candidates proposed for appointment by the Board, but not less than once per annum. Members of the Remuneration Committee comprise Michael Rosenberg, who acts as chairman of the committee, with Martin Blair as a member.

The Board considers that, given the size and nature of the business, it is not beneficial to include a Remuneration Committee report in the annual report and accounts for 2024. This will be kept under annual review by the Board.

On behalf of the Board,

M. Rosenberg, Non-Executive Chairman

_______________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

t42 IoT Tracking Solutions PLC

Directors' Report for the Year Ended December 31, 2024

 

The directors present the annual report together with the financial statements and auditors' report for the year ended December 31, 2024.

The Company was incorporated in Jersey and two wholly-owned trading subsidiaries: Starcom Systems Limited and t42 Ltd, were incorporated in Jersey and in Israel, respectively.

Principal activities and review of business

t42 pioneering Advanced Real-Time Tracking and Management Solutions

t42 is a global leader in the field of advanced, automated real-time systems, specializing in the remote tracking and management of vehicles, containers, and assets. Our commitment to innovation is underpinned using cutting-edge Artificial Intelligence (AI) and Machine Learning (ML) technologies. We offer a unique and revolutionary real-time cargo tracking solution that caters to a diverse clientele.

At the forefront of our product line are the revolutionary Tetis, Lokies, and Kylos products. These products provide a comprehensive 360 degree view of containers and goods throughout the entire supply chain. Our commitment to excellence is evident in the strength, stability, and continuous performance of all our systems.

Accounts production

The financial statements for the year ended December 31, 2024, have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS").

Dividends

The directors do not propose a final dividend.

Directors

Michael Rosenberg             Appointed February 2013

Avi Hartmann                      Appointed February 2013

Igor Vatenmacher               Appointed January 2019

Martin Blair                          Appointed May 2019

 

Remuneration of Directors 

Remuneration of directors for the year ending 31 December 2024: (All amounts presented in thousands of USD)

 

Executive Director	Salary	Pension and Related Expenses		Fees	Total
A Hartmann	167		24	-	191
I Vatenmacher	108		33	-	141
Non-Executive Directors
M Rosenberg	-		-	51	51
M Blair	-		-	57	57
Total 2024	275		57	108	440

 

 

Directors' remuneration in share options: (In thousands)

Executive Director	Total vested at 01/01/24	Exercised	Vested/ (Expired) during the year		Total Vested at 31/12/24		Total Un-vested at 31/12/24		Grant Total
A Hartmann	1,123	-		42		1,165		-		1,165
I Vatenmacher	333	-		42		375		-		375
Non-Executive Directors
M Rosenberg	814	-		-		814		-		814
M Blair	364	-		-		364		-		364

 

Charitable and Political Donations

The Group did not make any charitable or political contributions during the year.

Corporate governance

The Company adopts the Quoted Company Alliance's (QCA) Corporate Governance Code ("QCA Code") and the Board believes this is the appropriate code for the Company to adhere to.  The Board assesses its compliance with the QCA Code on an annual basis.

In common with other organizations of a similar size, the executive directors are heavily involved in the day to day running of the business and meet regularly on an informal basis as well as at Board Meetings.

The Board of directors meets regularly and is responsible for formulating strategy, monitoring financial performance and approving major items of capital expenditure.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable laws and regulations.

Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under that law, the directors are required to prepare the Group and parent Company financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU.

The financial statements are required by law to give a true and fair view of the state of affairs of the Group and parent Company and of the profit and loss of the Group for that period.

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

i)              Select suitable accounting policies and then apply them consistently;

ii)             Make judgments and accounting estimates that are reasonable and prudent; and

iii)            State whether they have been prepared in accordance with IFRS as adopted by the EU, subject to any material departures disclosed and explained in the parent Company financial statements; and prepare the financial statements on the "going concern" basis unless it is inappropriate to presume that the Group and the parent Company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy, at any time, the financial position of the Group and parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulations. They have a general responsibility for taking such steps as are reasonably open to safeguard the assets of the Group and parent Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Directors' Report to comply with that law and those regulations.

In determining how amounts are presented within terms in the income statement and balance sheet, the directors have regarded the substance of the reported transaction or arrangement in accordance with generally accepted accounting principles or practice.

So far as each of the directors is aware at the time the report is approved:

There is no relevant audit information of which the Company's auditors are unaware; and

The directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

Going concern

The directors have prepared and reviewed sales forecasts and budgets for the next twelve months and, having considered these cash flows and the availability of other financing sources if required, have concluded that the Group will remain a "going concern."  After this process and having made further relevant enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the "going concern" basis in preparing the accounts.

Risks

Foreign exchange risks

Most of the Group's sales and income are in US Dollars and the US Dollar is the currency in which the Company reports. The expenses, however, are divided between the US Dollar, British Pound and the Israeli Shekel. The cost of goods (components) are paid in US Dollars and part of the operational costs, such as rent and other service providers, quote their fees in Israeli Shekel. Labor costs are paid in Israeli Shekels. The Company has, therefore, a partial currency risk in the event that the Israeli Shekel strengthens against the US Dollar, which could have an effect on the bottom line of the Group's financial results.

The Group consults with foreign currency experts from main Israeli banks regarding the main financial institutions' expectations for foreign currency changes. Management reviews them carefully and will consider with the board whether it should purchase financial instruments sold by local banks to protect itself from this foreign exchange risk.

Interest Rate Risks

The Company is exposed to interest risks as it uses credit lines and loans from its banks. Changes in the effective Prime interest rate published monthly by the Bank of Israel can influence the Company's financing costs.

Credit Risk

The Group is exposed to credit risks if its customers fail to pay for goods supplied by the Group. In order to minimize this risk, the Group has a policy of:

(a) Selling only to respectable integrators and distributors and not to the end customer.

(b) Orders from customers in certain regions are shipped only after an approved letter of credit is received by the Group's bank.

(c) New customers in common pays at least 30% before initial shipping.

Capital Risk management

The Group manages its cash carefully. In order to reduce its risk, the Group may take measures to reduce its fixed costs (labor) if performance is below the directors' expectations. The Group may conduct a placing for new shares of the Company in order to raise additional capital as required when monitoring its performance, and to continue its operations.

Supplier payment policy

It is the Group's policy to settle the terms of payment with suppliers when agreeing to the terms of the transaction, to ensure that suppliers are aware of these terms and to abide by them.

 

 

CREST

The Company's ordinary shares are eligible for settlement through CREST, the system for securities to be held and transferred in electronic form rather than on paper. Shareholders are not obliged to use CREST and can continue to hold and transfer shares on paper without loss of rights.

Electronic Communications

The Company may deliver shareholder information, including Annual and Interim Reports, Forms of Proxy and Notices of General Meetings, in an electronic format to shareholders.

If you would like to receive shareholder information in electronic format, please register your request on the Company's Registrar's electronic database at www.linkassetservices.com. You will initially need your unique investor code which you will find at the top of your share certificate. There is no charge for this service. If you wish to subsequently change your mind, you may do so by contacting the Company's Registrars by post or through their website.

If you elect to receive shareholder information electronically, please note that it is the shareholder's responsibility to notify the Company of any change in his name, address, email address or other contact details. Shareholders should also note that, with electronic communication, the Company's obligations will be satisfied when it transmits the notification of availability of information, or such other document as may be involved, to the electronic address it has on file. The Company cannot be held responsible for any failure in transmission beyond its control any more than it can be held responsible for postal failure.

In the event of the Company becoming aware that an electronic notification is not successfully transmitted, a further two attempts will be made. In the event that the transmission is still unsuccessful, a hard copy of the notification will be mailed to the shareholder. In the event that specific software is required to access information placed on the Company's website, it will be available via the website without charge.

Before electing for electronic communications, shareholders should ensure that they have the appropriate equipment and computer capabilities sufficient for this purpose. The Company takes all reasonable precautions to ensure no viruses are present in any communication it sends out but cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company that is found to contain any virus will not be accepted.

Shareholders wishing to receive shareholder information in the conventional printed form will continue to do so and need take no further action.

Should you have any further questions in this regard, please contact the Company's Registrars, Share Registrars Limited.

On behalf of the Board,

M. Rosenberg, Non-Executive Chairman

 

 

 

 

 

 

 Report of Independent Auditors to the Board of Directors and Stockholders of t42 IoT Tracking Solutions PLC

 

We have audited the accompanying consolidated statements of financial position of t42 IoT Tracking Solutions PLC and its subsidiaries (hereinafter - "the Group") as of December 31, 2024 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended. These financial statements are the responsibility of the Group board of directors and management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

The Company's annual consolidated financial statements as of December 31, 2023 and the year then ended were audited by other accountants that their report included drawing attention to the group's financial position and doubts regarding the Company's ability to continue as a going concern.

 

We conducted our audit in accordance with generally accepted auditing standards in Israel, including those prescribed by the Israeli Auditors' Regulations (Auditor's Mode of Performance - 1973). Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the board of directors and management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and the consolidated results of its operations, changes in equity and cash flows for the year then ended in conformity with international financial reporting standards (IFRS).

 

Without qualifying our opinion, we draw attention to Note 1 (e) in the financial statements regarding the Company's accumulated losses of 17.6 million USD from operations since inception, deficit in working capital of 4.2 million USD and loans in the amount of 3.2 million USD to be repaid during the next 12 months. These factors, among others, indicate that there may be an uncertainty as the Company's ability to continue as a going concern. The management is making efforts to raise additional funds required to continue and develop the group's operation and believes that due to the growth in the group's activity and other activities taken, the Company will have sufficient cash flow to continue in its activity and meet its liabilities.

 

Key Audit Matters

Key audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgements. We determined that there are no key audit matters.

 

Shtainmetz Aminoach & Co.

Certified public accountants (Israel)

A member of UHY worldwide

Tel Aviv, June 27, 2025

 

 

T42 IOT TRACKING SOLUTIONS PLC

U.S. Dollars in thousands

 

		December 31,
	Note	2024			2023
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment	6	341			422
Right-of-use assets	23	1,039			1,044
Intangible assets	7	759			952
Trade receivables	3	136			-
Bank deposit	5	9			-
Total Non-Current Assets		2,284			2,418
CURRENT ASSETS
Cash and cash equivalents		147			186
Deposits	5	-			35
Trade receivables	3,24	740			892
Other accounts receivables		86			27
Inventory	4	1,117			1,439
Total Current Assets		2,090			2,579
TOTAL ASSETS		4,374			4,997
DEFICIT AND LIABILITIES
DEFICIT	14	(2,682)			(939)
NON-CURRENT LIABILITIES
Long-term bank loans, net of current maturities	10	13			88
Leasehold liabilities	23	770			814
Financial liabilities in fair value	11A, B	-			31
Amortized cost of loans	11	-			917
Total Non-Current Liabilities		783			1,850
CURRENT LIABILITIES
Short-term bank credit	12	68			145
Current maturities of long-term bank loans	10	74			64
Trade payables		1,106			844
Other accounts payable	9	1,070			433
Current maturities of leasehold liabilities	23	202			168
Financial liabilities in fair value	11B, C	238			12
Amortized cost of loans	11A, B,D	2,745			1,681
Related parties	21	770			739
Total Current Liabilities		6,273			4,086
TOTAL DEFICIT AND LIABILITIES		4,374			4,997

                            The accompanying notes are an integral part of the consolidated financial statements.

 

27 June 2025
Date of Approval of the Financial Statements		Aviran Sabag CFO		Avi Hartmann CEO

 

 

 

T42 IOT TRACKING SOLUTIONS PLC

U.S. Dollars in thousands (except shares data)

                                                                                +                                                                             

			Year ended December 31,
	Note		2024		2023
Revenues	24,25		4,158		4,005
Cost of revenues	15		(2,565)		(1,882)
Gross profit			1,593		2,123
Operating expenses:
Research and development			(159)		(92)
Sales and marketing	19		(366)		(485)
General and administrative expenses	16		(1,888)		(1,665)
Other expenses, net			(64)		(3)
Total operating expenses			(2,477)		(2,245)
Operating loss			(884)		(122)
Finance income	17		262		604
Finance expenses	18		(1,126)		(902)
Net finance income (expenses)			(864)		(298)
Total comprehensive loss for the year			(1,748)		(420)
Loss per share:
Basic and diluted loss per share	14, 20		(0.032)		(0.008)

 

 

The accompanying notes are an integral part of the consolidated financial statements.