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Tracsis plc announced its unaudited interim results for the six months ended 31 January 2026 on 28 April 2026, reporting revenues of £38.9m, adjusted EBITDA of £5.0m, and diluted adjusted earnings per share of 10.2p. As of 31 January 2026, the company held cash balances of £25.8m and declared an interim dividend of 1.3p per share payable on 22 May 2026. Post-period, on 31 March 2026, Tracsis acquired Vesputi GmbH for an initial net cash payment of €4.7m (c.£4.1m) plus potential contingent consideration up to €2.4m.
| Date | 28 Apr 2026 |
| Time | 07:00:05 |
| Category | Results |
| ID | 1039C |
Tracsis plc
('Tracsis', 'the Company' or 'the Group')
Unaudited interim results for the six months ended 31 January 2026
Improved trading performance in line with expectations, and continued strategic progress
Tracsis plc (LSE: TRCS), a leading transport technology provider, is pleased to announce its unaudited interim results for the six months ended 31 January 2026.
|
Financial Results (£m) |
H1 FY26 |
H1 FY25 |
|
|
Revenue |
38.9 |
36.3 |
+7% |
|
Adjusted EBITDA * |
5.0 |
3.8 |
+31% |
|
Adjusted EBITDA * % |
12.8% |
10.5% |
+236 bps |
|
Cash |
25.8 |
22.1 |
|
|
Diluted adjusted earnings per share * |
10.2p |
7.7p |
+34% |
|
|
|
|
|
|
Statutory Results |
|
|
|
|
Operating loss |
(0.1) |
(1.1) |
|
|
Profit/(loss) before tax |
0.0 |
(0.7) |
|
|
Basic earnings/(loss) per share |
0.0p |
(1.5p) |
|
|
Interim dividend per share |
1.3p |
1.2p |
|
Financial Highlights
|
· |
Improved financial performance versus H1 FY25 consistent with expectations
|
|
· |
Revenue and margin growth in both divisions
|
|
· |
Healthy cash generation and strong balance sheet to invest in growth
|
|
· |
34% increase in diluted adjusted earnings per share
|
|
· |
Progressive dividend maintained |
Strategic Highlights
|
· |
Higher quality revenue growth: recurring software licence revenue1 up 4% to £10.4m and consumer-driven transactional revenue2 up 24% to £2.4m
|
|
· |
Strategic contract delivery: delivery progressing on Pay-As-You-Go ("PAYG") Tap Converter (Rail Delivery Group), RailHub (Network Rail) and GeoIntelligence (UK government)
|
|
· |
North America progress: new multi-year Train Dispatch contract win supports future recurring revenue growth and international diversification
|
|
· |
Vesputi acquisition extends digital ticketing capability: post-period bolt-on acquisition of German digital ticketing technology provider, establishing operational foothold in German public transportation market
|
|
· |
'One Tracsis' expansion: operating model transformation is being extended beyond Rail Technology & Services across the Group as a whole |
Current Trading and Outlook
|
· |
Trading in line with expectations: adjusted EBITDA expected to be in line with market expectations for the full year3
|
|
· |
Building a scalable software-led transport technology business: strategic focus remains on growing recurring software licence and consumer-driven transactional revenues whilst continuing to diversify internationally
|
|
· |
Well positioned to benefit from long-term structural trends: near-term resilience provided by installed base, recurring revenues and smart ticketing activities |
David Frost, Chief Executive Officer, commented:
"The Group delivered a solid first half performance in line with our expectations, showing an improvement over H1 FY25. I am pleased with how we are balancing delivery in the near-term with continued progress against our strategy to deliver scalable, long-term growth.
During FY26 we have achieved a number of important milestones as we continue to execute our growth transformation strategy, moving towards becoming a focused software technology product business, strengthening revenue quality and further enhancing the portfolio.
While near-term UK rail market headwinds remain, Tracsis remains well placed to benefit from compelling long-term structural trends in our end markets. The Railways Bill introduced in November 2025, and the Strategy for Integrated Transport published in April 2026, reinforce the UK government's strategic plans for UK Rail and provide further confidence that our offering aligns with the future of the sector.
Supported by a robust balance sheet and healthy cash generation, we continue to invest with discipline and pursue selected opportunities that further strengthen our strategic position."
Presentation and Overview videos
Tracsis is hosting an online presentation open to all investors on Tuesday 28 April 2026 at 2.30pm UK time. Anyone wishing to connect should register here
A video overview of the results featuring CEO David Frost and CFO Andy Kelly is available to view here.
Enquiries
|
Tracsis plc David Frost, CEO Andy Kelly, CFO
|
+44 (0)845 125 9162 |
|
Berenberg (Nominated Adviser, Corporate Broker & Financial Adviser) Mark Whitmore / Richard Andrews / Ryan Mahnke James Thompson (QE)
|
+44 (0)20 3207 7800 |
|
Alma Strategic Communications
|
+44 (0)20 3405 0205
|
The information communicated in this announcement is inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
* In addition to statutory reporting, Tracsis plc reports alternative performance measures ("APMs") which are not defined or specified under the requirements of International Financial Reporting Standards ("IFRS"). These metrics adjust for certain items which impact upon IFRS measures, to aid the user in understanding the activity taking place across the Group's businesses. APMs are used by the Directors and management for performance analysis, planning, reporting and incentive purposes. A summary of APMs used and their closest equivalent statutory measures is given in note 10.
1 Revenue from software licences where the product has been deployed with the end customer. Includes annual renewals and multi-year contracts
2 Revenue from processing consumer digital ticketing and delay repay transactions
3 The Company is aware of four analysts publishing independent research. The Company's compiled analyst expectations for the year ending 31 July 2026 is for a mean adjusted EBITDA of £13.4m, with a range from £13.0m to £13.9m.
Management Overview
The Group has made further progress against the growth transformation strategy set out in the FY25 results statement through delivery in core markets, strategic M&A, continued operating model simplification and ongoing product investment, with a continued focus on higher quality revenue growth and international diversification.
Improved trading performance in H1 FY26 versus H1 FY25, in line with expectations
|
· |
Revenue increased by 7% in both divisions, with further improvement in revenue quality driven by recurring software licence revenue growth of 4% to £10.4m and consumer-driven transactional revenue growth of 24% to £2.4m
|
|
· |
Traffic Data and Events profitability continued to improve, building on the recovery in H2 FY25
|
|
· |
Healthy cash generation further strengthened the Group's balance sheet, supporting continued investment in growth |
Commercial progress underpins FY26 and supports future growth
|
· |
In Rail Technology & Services, delivery is progressing on multi-year contracts including Tap Converter with the Rail Delivery Group, embedding Tracsis' ticketing technology as the back-office solution for a UK rollout of PAYG ticketing on the National Rail network. Deployment is expected to start in the second half of 2026
|
|
· |
Implementation work is underway on the Group's new multi-year Train Dispatch contract in North America, with full deployment expected during FY27, after which the Group will receive recurring support and maintenance licence revenue
|
|
· |
In Data, Analytics, Consultancy & Events, the Group secured a new GeoIntelligence contract with the UK government, while post period-end also securing a four-year renewal with the Irish Department of Agriculture, Food and the Marine with a total maximum revenue value of c.€12m |
Transitioning to a more scalable software product business
|
· |
The post-period bolt-on acquisition of Vesputi establishes a small operational foothold in the German public transport market and expands the Group's digital ticketing capability in a strategically adjacent area
|
|
· |
A new groupwide 'One Tracsis' operating model with a single functional leadership is being implemented. This builds on the integration of Rail Technology & Services over the past two years, to remove duplication, accelerate decision-making, and create clearer strategic focus around market-led product roadmaps, while supporting broader go-to-market co-ordination and streamlined integration of future acquisitions
|
|
· |
The Group expects to incur c.£1m of non-repeat cash costs during FY26 in order to deliver this transformation, primarily related to headcount reduction where roles are duplicated or no longer required
|
|
· |
Continued investment in the next generation Operations & Planning software platform is intended to reinforce UK market leadership and support targeted international expansion through a modular, SaaS-native architecture
|
|
· |
The Group continues to evaluate M&A opportunities in line with the Board's disciplined criteria, with a strong net cash balance and a £35m revolving credit facility in place that provides additional financing headroom, flexibility and strategic optionality |
Outlook: FY26 expectations unchanged
|
· |
Near-term UK rail market headwinds persist, with Network Rail Control Period 7 ("CP7") funding constraints continuing to weigh on Remote Condition Monitoring ("RCM") hardware volumes and rail reform contributing to extended procurement timelines. While timing remains uncertain, Tracsis' products and services remain mission critical and well aligned with the long-term direction of the sector, and the structural opportunity remains significant
|
|
|
· |
The Group's installed base continues to generate recurring revenues, and FY26 contract wins in overseas markets will add to this. Digital ticketing activity has remained resilient, with good growth in transactional revenues during H1 FY26 and with delivery of Tap Converter progressing
|
|
|
· |
Against this backdrop the Board's expectations for FY26 performance are unchanged and consistent with market expectations, supported by:
|
|
|
|
· |
Recurring revenues from the Group's large installed base
|
|
|
· |
Consumer-driven transactional revenues in the UK at a similar level to H1 FY26, supplemented by the incremental contribution from Vesputi for the period from 1 April 2026
|
|
|
· |
A significant confirmed orderbook
|
|
|
· |
Expected run rate activity and pipeline conversion consistent with Q4 of FY25 |
Dividend
The Board remains committed to a progressive dividend policy. The Board has declared an interim dividend of 1.3 pence per share which will be paid on 22 May 2026 to shareholders on the register at the close of business on 15 May 2026. A final dividend of 1.4 pence per share was paid on 12 February 2026 in respect of the year ended 31 July 2025.
Jill Easterbrook David Frost
Non-Executive Chair Chief Executive Officer
28 April 2026
Financial Overview
Trading Performance
Total Group revenue of £38.9m was 7% (£2.6m) higher than the prior year (H1 FY25: £36.3m). Rail Technology & Services revenue increased by 7% (£1.3m) including the benefit from continued growth in recurring and transactional revenues, as well as the ongoing delivery of the Tap Converter contract. Data, Analytics, Consultancy & Events revenue also increased by 7% (£1.3m), benefitting from a new GeoIntelligence contract win during the period and higher activity levels in Events.
Adjusted EBITDA of £5.0m was 31% (£1.2m) higher than in the prior year (H1 FY25: £3.8m), with an adjusted EBITDA margin of 12.8% vs 10.5% in H1 FY25. In addition to the revenue growth described above this reflects an improvement in Traffic Data and Events profitability, building on the recovery in H2 FY25.
The Group made a small statutory profit before tax of <£0.1m, which was an improvement on the prior year (H1 FY25: £0.7m loss). In addition to the £1.2m increase in adjusted EBITDA outlined above, this reflects the following items:
|
1. |
£1.1m non-recurring exceptional cash costs relating to M&A execution (H1 FY25: £0.7m mainly relating to headcount reductions);
|
|
2. |
£1.1m depreciation charge at a similar level to the prior period (H1 FY25: £1.1m);
|
|
3. |
£2.6m amortisation of intangible assets at a similar level to the prior period (H1 FY25: £2.7m);
|
|
4. |
£0.2m of share based payment charges, slightly lower than the prior period reflecting a lower level of awards (H1 FY25: £0.3m); and
|
|
5. |
£0.1m net finance income (H1 FY25: £0.3m) reflecting a lower level of interest received on cash deposits, and commitment fees relating to the undrawn revolving credit facility. |
Diluted adjusted earnings per share increased by 34% to 10.2 pence (H1 FY25: 7.7 pence).
The Group continues to have significant levels of cash and remains debt free. Cash generation remains healthy. At 31 January 2026 the Group's cash balances were £25.8m, which is £3.7m higher than the prior year (31 January 2025: £22.1m).
Divisional Performance
Rail Technology & Services
Large installed base of mission-critical solutions with continued progress in long-term drivers of value
|
Revenue |
£18.1m (H1 FY25: £16.8m) |
+7% |
|
Recurring Software Licence Revenue 1 |
£10.4m (H1 FY25: £10.0m) |
+4% |
|
Consumer-Driven Transactional Revenue 2 |
£2.4m (H1 FY25: £2.0m) |
+24% |
|
Adjusted EBITDA* |
£3.5m (H1 FY25: £3.0m) |
+16% |
|
Profit Before Tax |
£1.2m (H1 FY25: £0.2m) |
+483% |
|
· |
Revenue increased by 7% (£1.3m)
|
|
|
|
o |
Principally driven by Ticketing in the UK, including a full period of development revenue for the Tap Converter contract that will be completed in summer 2026, as well as continued strong growth in transactional revenues
|
|
|
o |
Further growth in recurring software licence revenue
|
|
|
o |
£0.3m increase in UK Remote Condition Monitoring hardware revenues, which remain impacted by CP7 funding headwinds
|
|
|
o |
Increased level of project delivery revenue in North America including the first month of revenue related to the new Dispatch contract win
|
|
· |
Ongoing growth in recurring software licence revenue and revenue from consumer activity
|
|
|
|
o |
Recurring software licence revenue £10.4m, +4% (£0.4m) vs H1 FY25. Growth is mainly in the UK from the Operations and Planning portfolio including the benefit from price increases
|
|
|
o |
Consumer-driven transactional revenue £2.4m, +24% (£0.4m) vs H1 FY25. Growth is driven by an increasing base of customers using PAYG digital ticketing, as well as a higher volume of delay repay transactions processed
|
|
· |
Adjusted EBITDA increased by 16% (£0.5m)
|
|
|
|
o |
Reflects revenue growth outlined above
|
|
· |
Profit before tax increased by £1.0m
|
|
|
|
o |
£0.6m exceptional costs in the prior period mainly related to headcount reductions in North America |
Data, Analytics, Consultancy & Events
Improved performance against a soft comparable period, with Traffic Data and Events profitability building on the recovery in H2 FY25 and support from a new GeoIntelligence contract win
|
Revenue |
£20.8m (H1 FY25: £19.5m) |
+7% |
|
Adjusted EBITDA * |
£1.5m (H1 FY25: £0.8m) |
+89% |
|
Profit / (Loss) Before Tax |
£0.1m (H1 FY25: (£0.7m)) |
n/a |
|
· |
Revenue increased by 7% (£1.3m)
|
|
|
|
o |
Traffic Data & Events revenue £14.2m, +3% (£0.4m) vs H1 FY25. Principally reflects increased activity levels in Events
|
|
|
o |
Professional Services revenue £6.6m, +15% (£0.9m) vs H1 FY25. Mainly driven by increased GeoIntelligence revenue following a new contract win with UK Government |
|
· |
Adjusted EBITDA increased by 89% (£0.7m)
|
|
|
|
o |
Largely driven by an improvement in Traffic Data and Events profitability following the actions taken after the soft H1 FY25 performance, building on the momentum established in H2 FY25 |
|
· |
Profit before tax of £0.1m is £0.8m better than the prior period
|
|
|
|
o |
Includes non-repeat of £0.2m exceptional costs in H1 FY25 relating to headcount reductions |
Exceptional Costs
The Group is executing a growth transformation strategy, focused on four vectors to scale the business as outlined in the FY25 results statement. Inorganic growth to build out the technology stack and address attractive transport market applications in the UK and internationally is a core component of the Group's growth strategy. The Board maintains a disciplined approach to capital allocation including M&A.
In pursuing M&A execution, the Group engages third party advisors to provide specialist knowledge and expertise, including to undertake focused due diligence activity. Consistent with the Group's accounting policy, where these costs are significant by virtue of their size and/or are considered non-recurring, they are reported as exceptional costs so that the underlying trading performance of the Group can be better understood. During the period the Group incurred £1.1m of such costs.
In H1 FY25 the Group incurred £0.7m of exceptional costs relating to headcount reductions.
Cash Generation
The Group continues to generate healthy cashflows. Free cash flow increased to £2.5m (H1 FY25: £2.3m). The increase in adjusted EBITDA described above was partly offset by a lower level of working capital inflows and an increased level of tax paid reflecting the timing of instalments. The Group is historically more cash generative in the second half of the year, reflecting the timing of licence renewals and the seasonality of certain parts of the Group.
Free Cash Flow*
|
|
Unaudited Six months Ended |
Unaudited Six months Ended |
Audited Year Ended |
|
|
|
31 January 2026 |
31 January 2025 |
31 July 2025 |
|
|
|
£'m |
£'m |
£'m |
|
|
Adjusted EBITDA * |
5.0 |
3.8 |
12.6 |
|
|
Changes in working capital |
0.3 |
0.9 |
0.6 |
|
|
Purchase of property, plant and equipment and intangible assets (net of proceeds from disposal) |
(0.2) |
(0.3) |
(0.9) |
|
|
Lease liability payments |
(0.7) |
(0.7) |
(1.4) |
|
|
Capitalised development costs |
(0.5) |
(0.4) |
(0.8) |
|
|
Tax paid |
(0.6) |
(0.2) |
(1.6) |
|
|
Net interest received |
0.2 |
0.3 |
0.6 |
|
|
Other 3 |
0.1 |
(0.1) |
- |
|
|
Free cash flow before exceptional items |
3.6 |
3.3 |
9.1 |
|
|
Cash outflows on exceptional items |
(1.1) |
(1.0) |
(1.4) |
|
|
Free Cash Flow |
2.5 |
2.3 |
7.7 |
|
* In addition to statutory reporting, Tracsis plc reports alternative performance measures ("APMs") which are not defined or specified under the requirements of International Financial Reporting Standards ("IFRS"). These metrics adjust for certain items which impact upon IFRS measures, to aid the user in understanding the activity taking place across the Group's businesses. APMs are used by the Directors and management for performance analysis, planning, reporting and incentive purposes. A summary of APMs used and their closest equivalent statutory measures is given in note 10.
1Revenue from software licences where the product has been deployed with the end customer. Includes annual renewals and multi-year contracts
2 Revenue from processing consumer digital ticketing and delay repay transactions
3 Includes profit or loss on disposal of property, plant and equipment or internally-generated intangible assets, net exchange differences, proceeds from exercise of share options, and rounding differences
|
Andy Kelly Chief Financial Officer |
|
|
28 April 2026 |
|
Tracsis plc - Condensed consolidated interim statement of comprehensive income for the six months ended 31 January 2026
|
|
|
Unaudited six months ended 31 January |
|
Unaudited six months ended 31 January |
|
Audited year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
Notes |
£000 |
|
£000 |
|
£000 |
|
Revenue |
3 |
38,931 |
|
36,308 |
|
81,890 |
|
Cost of sales |
|
(16,332) |
|
(15,863) |
|
(34,508) |
|
Gross profit |
|
22,599 |
|
20,445 |
|
47,382 |
|
Administrative costs |
|
(22,676) |
|
(21,526) |
|
(46,372) |
|
Adjusted EBITDA* |
3, 10 |
4,996 |
|
3,801 |
|
12,574 |
|
Depreciation |
|
(1,144) |
|
(1,141) |
|
(2,488) |
|
Amortisation of intangible assets |
|
(2,613) |
|
(2,744) |
|
(5,926) |
|
Other operating expense |
|
- |
|
- |
|
(357) |
|
Share-based payment charges |
|
(214) |
|
(276) |
|
(432) |
|
Operating profit / (loss) before exceptional items |
|
1,025 |
|
(360) |
|
3,371 |
|
Exceptional items |
4 |
(1,102) |
|
(721) |
|
(2,361) |
|
Operating (loss) / profit |
|
(77) |
|
(1,081) |
|
1,010 |
|
Net finance income |
5 |
106 |
|
339 |
|
578 |
|
Profit / (loss) before tax |
|
29 |
|
(742) |
|
1,588 |
|
Taxation |
|
(25) |
|
285 |
|
(1,068) |
|
Profit / (loss) after tax |
|
4 |
|
(457) |
|
520 |
|
Other comprehensive (expense) / income |
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
Foreign currency translation differences |
|
(261) |
|
433 |
|
(356) |
|
Total comprehensive (expense) / income for the period |
|
(257) |
|
(24) |
|
164 |
|
Earnings per ordinary share |
|
|
|
|
|
|
|
Basic |
6 |
0.01p |
|
(1.51p) |
|
1.72p |
|
Diluted |
6 |
0.01p |
|
(1.51p) |
|
1.69p |
* Earnings before net finance income, tax, depreciation, amortisation, exceptional items, other operating income or expense and share-based payment charges - see note 10.
Tracsis plc - Condensed consolidated interim balance sheet as at 31 January 2026
|
|
|
Unaudited at 31 January |
|
Unaudited at 31 January |
|
Audited at 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
Notes |
£000 |
|
£000 |
|
£000 |
|
Non-current assets |
|
|
|
|
|
|
|
Property, plant and equipment |
|
6,175 |
|
4,104 |
|
5,326 |
|
Intangible assets |
|
45,235 |
|
50,529 |
|
47,503 |
|
Deferred tax assets |
|
2,059 |
|
1,669 |
|
1,869 |
|
|
|
53,469 |
|
56,302 |
|
54,698 |
|
Current assets |
|
|
|
|
|
|
|
Inventories |
|
805 |
|
1,650 |
|
1,156 |
|
Trade and other receivables |
|
15,021 |
|
13,479 |
|
18,688 |
|
Current tax receivables |
|
- |
|
663 |
|
40 |
|
Cash and cash equivalents |
|
25,802 |
|
22,086 |
|
23,389 |
|
|
|
41,628 |
|
37,878 |
|
43,273 |
|
|
|
|
|
|
|
|
|
Total assets |
|
95,097 |
|
94,180 |
|
97,971 |
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Lease liabilities |
|
2,947 |
|
494 |
|
1,851 |
|
Deferred tax liabilities |
|
5,689 |
|
6,416 |
|
6,264 |
|
|
|
8,636 |
|
6,910 |
|
8,115 |
|
Current liabilities |
|
|
|
|
|
|
|
Lease liabilities |
|
1,014 |
|
720 |
|
792 |
|
Trade and other payables |
|
19,657 |
|
18,362 |
|
22,945 |
|
Provisions |
|
659 |
|
- |
|
664 |
|
Contingent consideration payable |
11 |
159 |
|
154 |
|
158 |
|
Current tax liabilities |
|
425 |
|
- |
|
290 |
|
|
|
21,914 |
|
19,236 |
|
24,849 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
30,550 |
|
26,146 |
|
32,964 |
|
|
|
|
|
|
|
|
|
Net assets |
|
64,547 |
|
68,034 |
|
65,007 |
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the Company |
|
|
|
|
|
|
|
Share capital |
|
119 |
|
122 |
|
119 |
|
Share premium |
|
6,535 |
|
6,542 |
|
6,535 |
|
Merger reserve |
|
6,161 |
|
6,161 |
|
6,161 |
|
Retained earnings |
|
52,561 |
|
54,991 |
|
52,760 |
|
Capital redemption reserve |
|
3 |
|
- |
|
3 |
|
Translation reserve |
|
(782) |
|
268 |
|
(521) |
|
Fair value reserve |
|
(50) |
|
(50) |
|
(50) |
|
|
|
|
|
|
|
|
|
Total equity |
|
64,547 |
|
68,034 |
|
65,007 |
Tracsis plc - Consolidated interim statement of changes in equity for the six months ended 31 January 2026
|
Unaudited |
Share Capital |
Share Premium |
Merger Reserve |
Retained Earnings |
Capital redemption reserve |
Translation Reserve |
Fair Value Reserve |
Total Equity |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
At 1 August 2024 |
121 |
6,535 |
6,161 |
55,567 |
- |
(165) |
(50) |
68,169 |
|
Loss for the period |
- |
- |
- |
(457) |
- |
- |
- |
(457) |
|
Other comprehensive income |
- |
- |
- |
- |
- |
433 |
- |
433 |
|
Total comprehensive loss |
- |
- |
- |
(457) |
- |
433 |
- |
(24) |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
Dividends |
- |
- |
- |
(395) |
- |
- |
- |
(395) |
|
Share-based payment credit |
- |
- |
- |
276 |
- |
- |
- |
276 |
|
Exercise of share options |
1 |
7 |
- |
- |
- |
- |
- |
8 |
|
At 31 January 2025 |
122 |
6,542 |
6,161 |
54,991 |
- |
268 |
(50) |
68,034 |
|
|
|
|
|
|
|
|
|
|
|
At 1 February 2025 |
122 |
6,542 |
6,161 |
54,991 |
- |
268 |
(50) |
68,034 |
|
Profit for the period |
- |
- |
- |
977 |
- |
- |
- |
977 |
|
Other comprehensive expense |
- |
- |
- |
- |
- |
(789) |
- |
(789) |
|
Total comprehensive income |
- |
- |
- |
977 |
- |
(789) |
- |
188 |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
Dividends |
- |
- |
- |
(364) |
- |
- |
- |
(364) |
|
Buy back of ordinary shares |
(3) |
- |
- |
(2,985) |
3 |
- |
- |
(2,985) |
|
Buy back transaction costs |
- |
- |
- |
(15) |
- |
- |
- |
(15) |
|
Share-based payment credit |
- |
- |
- |
156 |
- |
- |
- |
156 |
|
Exercise of share options |
- |
(7) |
- |
- |
- |
- |
- |
(7) |
|
At 31 July 2025 |
119 |
6,535 |
6,161 |
52,760 |
3 |
(521) |
(50) |
65,007 |
|
|
|
|
|
|
|
|
|
|
|
At 1 August 2025 |
119 |
6,535 |
6,161 |
52,760 |
3 |
(521) |
(50) |
65,007 |
|
Profit for the period |
- |
- |
- |
4 |
- |
- |
- |
4 |
|
Other comprehensive expense |
- |
- |
- |
- |
- |
(261) |
- |
(261) |
|
Total comprehensive loss |
- |
- |
- |
4 |
- |
(261) |
- |
(257) |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
|
Dividends |
- |
- |
- |
(417) |
- |
- |
- |
(417) |
|
Share-based payment credit |
- |
- |
- |
214 |
- |
- |
- |
214 |
|
At 31 January 2026 |
119 |
6,535 |
6,161 |
52,561 |
3 |
(782) |
(50) |
64,547 |
Tracsis plc - Condensed consolidated interim cash flow statement for the six months ended 31 January 2026
|
|
|
Unaudited six months ended 31 January |
|
Unaudited six months ended 31 January |
|
Audited year ended 31 July |
|
|
|
2026 |
|
2025* |
|
2025 |
|
|
Notes |
£000 |
|
£000 |
|
£000 |
|
Operating activities |
|
|
|
|
|
|
|
Profit / (loss) for the period |
|
4 |
|
(457) |
|
520 |
|
Net finance income |
5 |
(106) |
|
(339) |
|
(578) |
|
Depreciation |
|
1,144 |
|
1,141 |
|
2,488 |
|
Amortisation of intangible assets |
|
2,613 |
|
2,744 |
|
5,926 |
|
Exceptional items |
4 |
1,102 |
|
721 |
|
2,361 |
|
Exceptional operating cash flows |
|
(1,113) |
|
(1,030) |
|
(1,445) |
|
Profit on disposal of property, plant and equipment |
|
(25) |
|
- |
|
(4) |
|
Loss on disposal of internally generated intangible assets |
|
- |
|
- |
|
85 |
|
Other operating expense |
|
- |
|
- |
|
357 |
|
Income tax charge / (credit) |
|
25 |
|
(285) |
|
1,068 |
|
Share-based payment charges |
|
214 |
|
276 |
|
432 |
|
Net exchange differences |
|
12 |
|
- |
|
7 |
|
Operating cash inflow before changes in working capital |
|
3,870 |
|
2,771 |
|
11,217 |
|
Movement in inventories |
|
352 |
|
(135) |
|
(13) |
|
Movement in trade and other receivables |
|
3,628 |
|
8,265 |
|
3,610 |
|
Movement in trade and other payables |
|
(3,649) |
|
(7,279) |
|
(2,778) |
|
Movement in provisions |
|
- |
|
- |
|
(195) |
|
Cash generated from operations |
|
4,201 |
|
3,622 |
|
11,841 |
|
Interest received |
|
335 |
|
262 |
|
581 |
|
Interest paid |
|
(86) |
|
- |
|
- |
|
Income taxes paid |
|
(574) |
|
(245) |
|
(1,590) |
|
Net cash flow from operating activities |
|
3,876 |
|
3,639 |
|
10,832 |
|
Investing activities |
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
(118) |
|
(253) |
|
(671) |
|
Proceeds from disposal of property, plant and equipment |
|
25 |
|
- |
|
36 |
|
Capitalised development costs |
|
(492) |
|
(395) |
|
(835) |
|
Purchase of intangible assets |
|
(131) |
|
- |
|
(312) |
|
Net cash flow used in investing activities |
|
(716) |
|
(648) |
|
(1,782) |
|
Financing activities |
|
|
|
|
|
|
|
Dividends paid |
8 |
- |
|
- |
|
(759) |
|
Proceeds from exercise of share options |
|
- |
|
8 |
|
1 |
|
Payment for ordinary shares bought back |
|
- |
|
- |
|
(2,985) |
|
Share buy-back transaction costs |
|
- |
|
- |
|
(15) |
|
Debt facility transaction costs |
|
(97) |
|
- |
|
(323) |
|
Lease liability payments |
|
(653) |
|
(684) |
|
(1,380) |
|
Net cash flow used in financing activities |
|
(750) |
|
(676) |
|
(5,461) |
|
Net increase in cash and cash equivalents |
|
2,410 |
|
2,315 |
|
3,589 |
|
Exchange adjustments |
|
3 |
|
(2) |
|
27 |
|
Cash and cash equivalents at the beginning of the period |
|
23,389 |
|
19,773 |
|
19,773 |
|
Cash and cash equivalents at the end of the period |
|
25,802 |
|
22,086 |
|
23,389 |
* Net cash flow from operating activities has been represented in the comparative six-month period ended 31 January 2025 to show exceptional operating cash outflows of £1,030,000 on a separate line; movement in trade and other payables has been reduced by £315,000 accordingly in respect of items that related to exceptional items.
Notes to the consolidated interim report for the six months ended 31 January 2026
1 Basis of preparation
The unaudited consolidated interim financial information has been prepared under the historical cost convention and in accordance with the recognition and measurement requirements of UK-adopted international accounting standards. There has been no ISRE 2410 accordant review of the consolidated interim financial information by an independent auditor. The condensed consolidated interim financial information does not constitute financial statements within the meaning of Section 434 of the Companies Act 2006 and does not include all of the information and disclosures required for full annual financial statements. It should therefore be read in conjunction with the Group's Annual Report for the year ended 31 July 2025, which has been prepared in accordance with UK-adopted international accounting standards and is available on the Group's investor website.
The accounting policies used in the financial information are consistent with those used in the Group's consolidated financial statements as at and for the year ended 31 July 2025, as detailed on pages 94 to 100 of the Group's Annual Report and Financial Statements for the year ended 31 July 2025, a copy of which is available on the Group's website: https://tracsis.com/investors.
The comparative financial information contained in the condensed consolidated financial information in respect of the year ended 31 July 2025 has been extracted from the 2025 Financial Statements. Those financial statements have been reported on by Grant Thornton UK LLP and delivered to the Registrar of Companies. The report was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and did not contain a statement under Section 498(2) or 498(3) of the Companies Act 2006.
Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at the year ended 31 July 2025.
The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, such as expectations of future events and are believed to be reasonable under the circumstances. Actual results may differ from these estimates. In preparing these interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended 31 July 2025.
There have been no new accounting standards or changes to existing accounting standards applied for the first time from 1 August 2025 which have a material effect on these interim results. The Group has chosen not to early adopt any new standards or amendments to existing standards or interpretations.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing this interim financial information. The Group is debt free and has substantial cash resources. At 31 January 2026 the Group had net cash and cash equivalents totalling £25.8m (31 July 2025: £23.4m). The Board has considered future cash flow requirements taking into account reasonably possible changes in trading financial performance.
The condensed consolidated interim financial information was approved for issue on 28 April 2026.
2 Principal risks and uncertainties
The Board considers risks on a periodic basis and has maintained that the principal risks and uncertainties of the Group are consistent with the previous year. These risks and uncertainties are expected to be unchanged for the remainder of the financial year. Further details are provided on pages 52 to 58 of the Annual Report & Accounts for the year ended 31 July 2025.
3 Revenue and segmental analysis
a) Revenue
Revenue is summarised below:
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Rail Technology & Services |
|
18,073 |
|
16,816 |
|
37,945 |
|
Data, Analytics, Consultancy & Events |
|
20,858 |
|
19,492 |
|
43,945 |
|
Total revenue |
|
38,931 |
|
36,308 |
|
81,890 |
Geographical split of revenue
A geographical analysis of revenue by customer location is provided below:
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
United Kingdom |
|
31,423 |
|
28,638 |
|
66,827 |
|
Ireland |
|
4,961 |
|
4,817 |
|
9,095 |
|
Rest of Europe |
|
256 |
|
171 |
|
513 |
|
North America |
|
1,864 |
|
2,276 |
|
4,601 |
|
Rest of the World |
|
427 |
|
406 |
|
854 |
|
Total revenue |
|
38,931 |
|
36,308 |
|
81,890 |
b) Segmental analysis
The Group has divided its results into two segments being Rail Technology & Services and Data, Analytics, Consultancy & Events consistent with the disclosure in the 2025 financial statements.
The Group has a wide range of products and services for the rail industry, such as software, hosting services and remote condition monitoring, and these have been included within the Rail Technology & Services segment as they have similar customer bases (such as Train Operating Companies and Infrastructure Providers). Traffic data collection, event planning and traffic management, data, analytics and consultancy offerings have similar economic characteristics and distribution methods and so have been included within the Data, Analytics, Consultancy & Events segment.
In accordance with IFRS 8 "Operating Segments", the Group has made the following considerations to arrive at the disclosure made in these financial statements. IFRS 8 requires consideration of the Chief Operating Decision Maker ("CODM") within the Group. In line with the Group's internal reporting framework and management structure, the key strategic and operating decisions are made by the Executive Directors, who review internal monthly management reports, budgets and forecast information as part of this. Accordingly, the Executive Directors are deemed to be the CODM.
Operating segments have then been identified based on the internal reporting information and management structures within the Group. From such information it has been noted that the CODM reviews the business as two operating segments, receiving internal information on that basis. The management structure and allocation of key resources, such as operational and administrative resources, are arranged on a centralised basis.
Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material items
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Board of Directors. Segment profit is used to measure performance. There are no material inter-segment transactions; however, when they do occur, pricing between segments is determined on an arm's length basis. Revenues disclosed below materially represent revenues to external customers. Segmental profit before tax has been further analysed to allocate amortisation and exceptional items. Segmental assets and liabilities have been further analysed to allocate intangibles, investments and contingent consideration to each individual segment.
|
|
Six months ended 31 January 2026 |
|||
|
|
Rail Technology & Services |
Data, Analytics, Consultancy & Events |
Unallocated |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
Income statement |
|
|
|
|
|
Total revenue for reportable segments |
18,073 |
20,858 |
- |
38,931 |
|
Cost of sales |
(3,176) |
(13,156) |
- |
(16,332) |
|
Gross profit |
14,897 |
7,702 |
- |
22,599 |
|
Underlying administrative costs |
(11,397) |
(6,206) |
- |
(17,603) |
|
Adjusted EBITDA for reportable segments |
3,500 |
1,496 |
- |
4,996 |
|
Amortisation of intangible assets |
(1,983) |
(630) |
- |
(2,613) |
|
Depreciation |
(403) |
(741) |
- |
(1,144) |
|
Exceptional items |
(6) |
- |
(1,096) |
(1,102) |
|
Share-based payment charges |
- |
- |
(214) |
(214) |
|
Net finance income / (expense) |
116 |
(10) |
- |
106 |
|
Consolidated profit / (loss) before tax |
1,224 |
115 |
(1,310) |
29 |
|
|
Six months ended 31 January 2025 |
|||
|
|
Rail Technology & Services |
Data, Analytics, Consultancy & Events |
Unallocated |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
Income statement |
|
|
|
|
|
Total revenue for reportable segments |
16,816 |
19,492 |
- |
36,308 |
|
Cost of sales |
(2,934) |
(12,929) |
- |
(15,863) |
|
Gross profit |
13,882 |
6,563 |
- |
20,445 |
|
Underlying administrative costs |
(10,871) |
(5,773) |
- |
(16,644) |
|
Adjusted EBITDA for reportable segments |
3,011 |
790 |
- |
3,801 |
|
Amortisation of intangible assets |
(2,137) |
(607) |
- |
(2,744) |
|
Depreciation |
(466) |
(675) |
- |
(1,141) |
|
Exceptional items |
(554) |
(167) |
- |
(721) |
|
Share-based payment charges |
- |
- |
(276) |
(276) |
|
Net finance income / (expense) |
356 |
(17) |
- |
339 |
|
Consolidated profit / (loss) before tax |
210 |
(676) |
(276) |
(742) |
|
|
Year ended 31 July 2025 |
|||
|
|
Rail Technology & Services |
Data, Analytics, Consultancy & Events |
Unallocated |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
Income statement |
|
|
|
|
|
Total revenue for reportable segments |
37,945 |
43,945 |
- |
81,890 |
|
Cost of sales |
(6,347) |
(28,161) |
- |
(34,508) |
|
Gross profit |
31,598 |
15,784 |
- |
47,382 |
|
Underlying administrative costs |
(21,985) |
(12,823) |
- |
(34,808) |
|
Adjusted EBITDA for reportable segments |
9,613 |
2,961 |
- |
12,574 |
|
Amortisation of intangible assets |
(4,683) |
(1,243) |
- |
(5,926) |
|
Depreciation |
(927) |
(1,561) |
- |
(2,488) |
|
Exceptional items |
(1,474) |
(298) |
(589) |
(2,361) |
|
Other operating expense |
- |
- |
(357) |
(357) |
|
Share-based payment charges |
- |
- |
(432) |
(432) |
|
Net finance income |
283 |
295 |
- |
578 |
|
Consolidated profit / (loss) before tax |
2,812 |
154 |
(1,378) |
1,588 |
|
|
31 January 2026 |
|||
|
|
Rail Technology & Services |
Data, Analytics, Consultancy & Events |
Unallocated |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
Assets |
|
|
|
|
|
Total other assets for reportable segments |
11,961 |
10,040 |
- |
22,001 |
|
Intangible assets |
37,127 |
8,108 |
- |
45,235 |
|
Deferred tax assets |
- |
- |
2,059 |
2,059 |
|
Cash and cash equivalents |
12,888 |
12,914 |
- |
25,802 |
|
Consolidated total assets |
61,976 |
31,062 |
2,059 |
95,097 |
|
Liabilities |
|
|
|
|
|
Total other liabilities for reportable segments |
(15,157) |
(9,128) |
(417) |
(24,702) |
|
Deferred tax liabilities |
- |
- |
(5,689) |
(5,689) |
|
Contingent consideration payable |
- |
(159) |
- |
(159) |
|
Consolidated total liabilities |
(15,157) |
(9,287) |
(6,106) |
(30,550) |
|
|
31 January 2025 |
|||
|
|
Rail Technology & Services |
Data, Analytics, Consultancy & Events |
Unallocated |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
Assets |
|
|
|
|
|
Total other assets for reportable segments |
10,417 |
9,479 |
- |
19,896 |
|
Intangible assets |
42,081 |
8,448 |
- |
50,529 |
|
Deferred tax assets |
- |
- |
1,669 |
1,669 |
|
Cash and cash equivalents |
17,151 |
4,935 |
- |
22,086 |
|
Consolidated total assets |
69,649 |
22,862 |
1,669 |
94,180 |
|
Liabilities |
|
|
|
|
|
Total other liabilities for reportable segments |
(14,658) |
(4,523) |
(395) |
(19,576) |
|
Deferred tax liabilities |
- |
- |
(6,416) |
(6,416) |
|
Contingent consideration payable |
- |
(154) |
- |
(154) |
|
Consolidated total liabilities |
(14,658) |
(4,677) |
(6,811) |
(26,146) |
|
|
|
|
|
|
|
|
31 July 2025 |
|||
|
|
Rail Technology & Services |
Data, Analytics, Consultancy & Events |
Unallocated |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
Assets |
|
|
|
|
|
Total other assets for reportable segments |
10,256 |
14,954 |
- |
25,210 |
|
Intangible assets |
39,075 |
8,428 |
- |
47,503 |
|
Deferred tax assets |
- |
- |
1,869 |
1,869 |
|
Cash and cash equivalents |
15,181 |
8,208 |
- |
23,389 |
|
Consolidated total assets |
64,512 |
31,590 |
1,869 |
97,971 |
|
Liabilities |
|
|
|
|
|
Total other liabilities for reportable segments |
(16,542) |
(10,000) |
- |
(26,542) |
|
Deferred tax liabilities |
- |
- |
(6,264) |
(6,264) |
|
Contingent consideration payable |
- |
(158) |
- |
(158) |
|
Consolidated total liabilities |
(16,542) |
(10,158) |
(6,264) |
(32,964) |
4 Exceptional items
The Group has incurred exceptional items which are analysed as follows:
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Non-cash: |
|
|
|
|
|
|
|
Unwind of discounting of contingent consideration |
|
- |
|
- |
|
4 |
|
Transformation costs - footprint |
|
- |
|
6 |
|
- |
|
Transformation costs - other |
|
- |
|
- |
|
377 |
|
|
|
|
|
|
|
|
|
Cash: |
|
|
|
|
|
|
|
Merger and acquisition costs |
|
1,098 |
|
- |
|
- |
|
Transformation costs - headcount |
|
(2) |
|
662 |
|
1,228 |
|
Transformation costs - footprint |
|
6 |
|
28 |
|
147 |
|
Transformation costs - other |
|
- |
|
25 |
|
- |
|
Contract termination costs |
|
- |
|
- |
|
453 |
|
Other exceptional costs |
|
- |
|
- |
|
152 |
|
Total exceptional items |
|
1,102 |
|
721 |
|
2,361 |
|
|
|
|
|
|
|
|
|
Split: |
|
|
|
|
|
|
|
Non-cash |
|
- |
|
6 |
|
381 |
|
Cash |
|
1,102 |
|
715 |
|
1,980 |
|
Total |
|
1,102 |
|
721 |
|
2,361 |
In the six-months ended 31 January 2026, the Group has recognised costs of £1,098,000 in respect of merger and acquisition activities.
The Group's accounting policy is to classify items which are significant by their size or nature and/or which are considered non-recurring as exceptional operating items. The costs associated with these activities have been reported as exceptional operating items consistent with this policy since they are material in size and nature, and are non-recurring.
In addition, the Group has recognised costs of £4,000 in respect of a series of actions as described in the Group's Annual Report for the year ended 31 July 2025, to transform its operating model. These actions will establish a consistent and scalable approach to how the Group develops and delivers application software solutions based around industry best practice, as well as ensuring that its operating systems, processes and footprint are aligned with this operating model. These changes will improve the timeliness, quality and repeatability of delivery, which will enable the Group to accelerate its future growth trajectory.
Exceptional cash flows in the period were £1,113,000, comprising £560,000 in respect of opening accruals and £1,102,000 of cash exceptional items for the period, less £549,000 in respect of closing accruals.
5 Net finance income
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Interest received on bank deposits |
|
292 |
|
392 |
|
717 |
|
Net interest on lease liabilities |
|
(96) |
|
(53) |
|
(143) |
|
Other interest income |
|
1 |
|
- |
|
4 |
|
Bank commitment fees |
|
(91) |
|
- |
|
- |
|
Total net finance income |
|
106 |
|
339 |
|
578 |
6 Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the half year ended 31 January 2026 was based on the profit attributable to ordinary shareholders of £4,000 (half year to 31 January 2025: loss (£457,000), year ended 31 July 2025: profit £520,000) and a weighted average number of ordinary shares in issue of 29,748,000 (half year to 31 January 2025: 30,359,000, year ended 31 July 2025: 30,284,000), calculated as set out below.
Diluted earnings per share
The calculation of diluted earnings per share for the half year ended 31 January 2026 was based on the profit attributable to ordinary shareholders of £4,000 (half year to 31 January 2025: loss (£457,000), year ended 31 July 2025: profit £520,000) and the weighted average number of ordinary shares in issue after adjustment for the effects of all dilutive potential ordinary shares of 30,260,000 (half year to 31 January 2025: 30,359,000, year ended 31 July 2025: 30,812,000), calculated as set out below.
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Profit / (loss) after tax |
|
4 |
|
(457) |
|
520 |
Weighted average number of ordinary shares
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
In thousands of shares |
|
2026 |
|
2025 |
|
2025 |
|
Issued ordinary shares at start of period |
|
29,732 |
|
30,326 |
|
30,326 |
|
Effect of shares issued for cash |
|
16 |
|
33 |
|
53 |
|
Effect of share buy-back |
|
- |
|
- |
|
(95) |
|
Weighted average number of shares for the period |
|
29,748 |
|
30,359 |
|
30,284 |
|
|
|
|
|
|
|
|
|
For the purposes of calculating basic earnings per share |
|
29,748 |
|
30,359 |
|
30,284 |
|
Adjustment for the effects of all dilutive potential ordinary shares |
|
512 |
|
- |
|
528 |
|
For the purposes of calculating diluted earnings per share |
|
30,260 |
|
30,359 |
|
30,812 |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
0.01p |
|
(1.51p) |
|
1.72p |
|
Diluted earnings per share |
|
0.01p |
|
(1.51p) |
|
1.69p |
Adjusted EPS
In addition, Adjusted Profit EPS is calculated below on the grounds that it is a common metric used by the market in monitoring similar businesses. These figures are relevant to the Group and are provided to enable a comparison to similar businesses and are metrics used by equity analysts who cover the Group. Amortisation of acquired intangible assets and share-based payment charges are deemed to be non-cash at the point of recognition in nature, and exceptional items by their very nature are one-off, and therefore excluded in order to assist with the understanding of underlying trading. A reconciliation of this figure is provided below.
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 * |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Profit / (loss) after tax |
|
4 |
|
(457) |
|
520 |
|
Amortisation of acquired intangible assets |
|
2,503 |
|
2,726 |
|
5,846 |
|
Share-based payment charges |
|
214 |
|
276 |
|
432 |
|
Exceptional items - net |
|
1,102 |
|
721 |
|
2,361 |
|
Other operating expense |
|
- |
|
- |
|
357 |
|
Tax impact of the above adjusting items |
|
(724) |
|
(914) |
|
(1,885) |
|
Adjusted profit for EPS purposes |
|
3,099 |
|
2,352 |
|
7,631 |
Weighted average number of ordinary shares
|
In thousands of shares |
|
|
|
|
|
|
|
For the purposes of calculating basic adjusted earnings per share |
|
29,748 |
|
30,359 |
|
30,284 |
|
Adjustment for the effects of all dilutive potential ordinary shares |
|
512 |
|
353 |
|
528 |
|
For the purposes of calculating diluted adjusted earnings per share |
|
30,260 |
|
30,712 |
|
30,812 |
|
|
|
|
|
|
|
|
|
Basic adjusted earnings per share |
|
10.42p |
|
7.75p |
|
25.20p |
|
Diluted adjusted earnings per share |
|
10.24p |
|
7.66p |
|
24.77p |
* Adjusted profit for EPS purposes for the six-months ended 31 January 2025 has been represented with amortisation of acquired intangible assets and the resulting tax impact as an adjusting item; this reduced each of basic adjusted earnings per share and diluted adjusted earnings per share by 0.04p compared to the amounts disclosed in the unaudited interim results for the six months ended 31 January 2025.
7 Seasonality and phasing
The Group offers a wide range of products and services within its overall suite, meaning that revenues can fluctuate depending on the status and timing of certain activities.
Some of the Group's revenue streams are exposed to high levels of seasonality. This is most material in the Group's Data, Analytics, Consultancy & Events Division, which derives significant amounts of revenue from work taking place at certain times of the year, in particular for Events which has a very high level of seasonality based on the timing of events, and Traffic Data where work typically takes place when the weather conditions are more predictable. These factors mean that revenue in the Group's Data, Analytics, Consultancy & Events Division is usually higher in the second half of the financial year.
Other revenue streams are dependent on the timing of new contract wins, project milestones, and software licence renewals.
The Group's Rail Technology and Services Division delivers some large software development projects, where revenue is recognised dependent on either the work performed or project milestones delivered. The timing of these can vary depending on commercial terms and customer requirements. Revenues from remote condition monitoring are also driven by the size and timing of significant orders received from major customers. The timing of certain software licence renewals, including where revenue is recognised at a point in time, can fluctuate over a twelve-month cycle. The timing of new contract wins is also variable between reporting periods.
Customers in the North American rail technology market have historically procured software licences under a perpetual licence model more than in the UK market. The Group believes that this will transition to an increasingly SaaS-focused model over time. During this period there will likely be more volatility in the phasing of revenue growth in the North American market.
In the Group's Data, Analytics, Consultancy and Events Division, certain revenue streams are similarly impacted by the timing of projects and delivery of work depending on customer requirements.
As such, the overall Group continues to be exposed to a high degree of seasonality throughout the year and variability in revenue phasing between reporting periods.
8 Dividends
The Board has declared an interim dividend of 1.3 pence per share which will be paid on 22 May 2026 to shareholders on the register at 15 May 2026. A final dividend of 1.4 pence per share was paid on 12 February 2026 in respect of the year ended 31 July 2025 and a corresponding liability of £417,000 has been recognised within trade and other payables at 31 January 2026. The Board intends to pursue a sustainable and progressive dividend policy in the future, having regard to the development of the Group.
9 Related party transactions
The following transactions took place during the period with related parties:
|
|
Purchase of goods and services |
Amounts owed to related parties |
||||
|
|
Six months ended 31 January |
Six months ended 31 January |
Year ended 31 July |
At 31 January |
At 31 January |
At 31 July |
|
|
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Ashtead Group (1) |
- |
14 |
- |
- |
- |
8 |
|
Headland Consulting (2) |
- |
- |
58 |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
Sale of goods and services |
Amounts owed by related parties |
||||
|
|
Six months ended 31 January |
Six months ended 31 January |
Year ended 31 July |
At 31 January |
At 31 January |
At 31 July |
|
|
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Bytes Software Services Limited (3) |
- |
- |
133 |
- |
- |
45 |
(1) Ashtead Group Limited ("Ashtead ") is a company which is connected to Jill Easterbrook who served as a Non-Executive Director of Tracsis plc and of Ashtead during the period. Sales to and purchases from Ashtead took place at arm's length commercial rates and were not connected to Ms Easterbrook's position at Ashtead.
(2) Headland Consulting is a company which was connected to Jill Easterbrook who served as a Non-Executive Director of Tracsis plc and also of Verde Bidco, Headland Consultancy's parent company. Sales to and purchases from Headland Consulting took place at arm's length commercial rates and were not connected to Ms Easterbrook's position at Headland Consulting.
(3) Bytes Technology Group is a company which was connected to Ross Paterson who served as a Non-Executive Director of Tracsis plc and also of Bytes Technology Group plc, the ultimate parent company of Bytes Software Services Limited. Sales to Bytes Software Services Limited took place at arm's length commercial rates and were not connected to Mr Paterson's position at Bytes Technology Group plc.
10 Reconciliation of alternative performance measures ("APMs")
The Group uses APMs, which are not defined or specified under the requirements of International Financial Reporting Standards ("IFRS"). These metrics adjust for certain items which impact upon IFRS measures, to aid the user in understanding the activity taking place across the Group's businesses. The largest components of the adjusting items, being depreciation, amortisation and share-based payments, are "non-cash" items and are separately analysed to assist with the understanding of underlying trading. Share-based payments are adjusted to reflect the underlying performance of the Group as the fair value on initial recognition is impacted by market volatility that does not correlate directly to trading performance. APMs are used by the Directors and management for performance analysis, planning, reporting and incentive purposes.
Adjusted EBITDA
Calculated as earnings before net finance income or expense, tax, depreciation, amortisation, exceptional items, other operating income or expense and share-based payment charges. This metric is used to show the underlying trading performance of the Group from period to period in a consistent manner and is a key management incentive metric. The closest equivalent statutory measure is profit before tax. Adjusted EBITDA can be reconciled to statutory profit before tax as set out below:
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Profit / (loss) before tax |
|
29 |
|
(742) |
|
1,588 |
|
Net finance income |
|
(106) |
|
(339) |
|
(578) |
|
Share-based payment charges |
|
214 |
|
276 |
|
432 |
|
Exceptional items |
|
1,102 |
|
721 |
|
2,361 |
|
Other operating expense |
|
- |
|
- |
|
357 |
|
Amortisation of intangible assets |
|
2,613 |
|
2,744 |
|
5,926 |
|
Depreciation |
|
1,144 |
|
1,141 |
|
2,488 |
|
Adjusted EBITDA |
|
4,996 |
|
3,801 |
|
12,574 |
Adjusted basic earnings per share
Calculated as profit after tax before amortisation of acquired intangible assets, share-based payment charges, exceptional items and other operating income or expense divided by the weighted average number of ordinary shares in issue during the period. This is a common metric used by the market in monitoring similar businesses and is used by equity analysts who cover the Group to better understand the underlying performance of the Group. See note 6: Earnings per share.
Free cash flow
Calculated as net cash flow from operating activities after purchase of property, plant and equipment, proceeds from disposal of property, plant and equipment, proceeds from exercise of share options, lease liability payments, purchase of intangible assets and capitalised development costs, and before payment of contingent consideration. This measure reflects the cash generated in the period that is available to invest in accordance with the Group's growth strategy and capital allocation policy.
Free cash flow reconciles to net cash flow from operating activities as set out below:
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Net cash flow from operating activities |
|
3,876 |
|
3,639 |
|
10,832 |
|
Add back: exceptional operating cash flows |
|
1,113 |
|
1,030 |
|
1,445 |
|
Purchase of property, plant and equipment |
|
(118) |
|
(253) |
|
(671) |
|
Proceeds from disposal of property, plant and equipment |
|
25 |
|
- |
|
36 |
|
Capitalised development costs |
|
(492) |
|
(395) |
|
(835) |
|
Purchase of intangible assets |
|
(131) |
|
- |
|
(312) |
|
Proceeds from exercise of share options |
|
- |
|
8 |
|
1 |
|
Lease liability payments |
|
(653) |
|
(684) |
|
(1,380) |
|
Free cash flow before exceptional items |
|
3,620 |
|
3,345 |
|
9,116 |
|
Cash flows on exceptional items |
|
(1,113) |
|
(1,030) |
|
(1,445) |
|
Free cash flow |
|
2,507 |
|
2,315 |
|
7,671 |
11 Contingent consideration
In 2022 the Group acquired The Icon Group Limited ("Icon"). Under the share purchase agreement, contingent consideration is payable which was based on the profitability of Icon in the three-year period after the acquisition, and on the successful renewal of certain key contracts in the four-year period after the acquisition. Contingent consideration is payable in Euros up to a maximum of €1,750,000 (£1,517,000). Based on reduced activity under certain contracts and the renewal of certain contracts during the four-year period, the fair value of the amount payable was assessed as €183,000 (£159,000 at 31 January 2026).
At the balance sheet date, the Directors assessed the fair value of the remaining amounts payable which were deemed to be as follows:
|
|
|
At 31 January |
|
At 31 January |
|
At 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
The Icon Group Limited |
|
159 |
|
154 |
|
158 |
The movement on contingent consideration can be summarised as follows:
|
|
|
Six months ended 31 January |
|
Six months ended 31 January |
|
Year ended 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
At the start of the period |
|
158 |
|
151 |
|
151 |
|
Unwind of discounting |
|
- |
|
- |
|
4 |
|
Exchange adjustment |
|
1 |
|
3 |
|
3 |
|
At the end of the period |
|
159 |
|
154 |
|
158 |
The ageing profile of the remaining liabilities can be summarised as follows:
|
|
|
At 31 January |
|
At 31 January |
|
At 31 July |
|
|
|
2026 |
|
2025 |
|
2025 |
|
|
|
£000 |
|
£000 |
|
£000 |
|
Payable in less than one year |
|
159 |
|
154 |
|
158 |
|
Payable in more than one year |
|
- |
|
- |
|
- |
|
Total contingent consideration payable |
|
159 |
|
154 |
|
158 |
12 Post balance sheet events
Acquisition of Vesputi GmbH
On 31 March 2026 the Group acquired Vesputi GmbH, a German digital ticketing technology provider. Vesputi provides a digital ticketing platform, Mobilitybox, launched in 2022, which connects public transport operators with consumers via third-party apps and websites.
Vesputi generates revenue primarily through transaction revenues linked to the volume of tickets processed. The business employs six full-time staff, all of whom will remain with Vesputi following completion of the acquisition.
Tracsis has established digital ticketing capabilities in the UK rail market. Mobilitybox is strategically adjacent to this activity, providing a proven, scalable platform and domain expertise to support the further deployment of digital ticketing across Germany. Vesputi will be integrated within the Rail Technology & Services Division alongside the Group's existing digital ticketing capabilities, under existing divisional leadership and operating structures.
The acquisition consideration comprised an initial net cash payment of €4.7m (c.£4.1m) funded from the Group's existing cash resources.
Additional contingent consideration of up to €2.4m (c.£2.1m) is payable subject to certain performance criteria for the period to 31 December 2027. A maximum of €0.5m (c.£0.4m) of this additional consideration will be settled in newly issued Tracsis shares, with the balance payable in cash. Any share consideration will be issued at a price of 307p per share being the 30-day volume weighted average share price for the period to 30 March 2026.
A formal valuation exercise has not yet been completed due to the timing of the acquisition.
Further information for shareholders
|
Company number: |
05019106 |
|
|
|
|
Registered office: |
Nexus |
|
|
Discovery Way |
|
|
Leeds |
|
|
LS2 3AA |
|
|
|
|
Directors: |
Jill Easterbrook (Non-Executive Chair) |
|
|
David Frost (Chief Executive Officer) |
|
|
Andrew Kelly (Chief Financial Officer) |
|
|
Ross Paterson (Non-Executive Director) |
|
|
James Routh (Non-Executive Director) |
|
|
Tracy Sheedy (Non-Executive Director) |
|
|
|
|
Company Secretary: |
Jan Mitson |