REG - EnSilica PLC - Half-year Financial Report
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RNS Number : 4080R EnSilica PLC 03 February 2026
The information contained within this announcement was deemed by the Company
to constitute inside information as stipulated under the UK Market Abuse
Regulation.
3 February 2026
EnSilica plc
("EnSilica", the "Company" or the "Group")
Unaudited Results for the Half Year Ended 30 November 2025
- Record H1 FY26 revenues driven by continued growth in chip supply revenues
across high-growth, technology-led markets
- More than 95% of FY26 revenues covered by existing customer contracts
underpinning FY26 market consensus guidance
EnSilica (AIM: ENSI), a leading fabless chipmaker of mixed-signal ASICs
(Application Specific Integrated Circuits), announces its unaudited results
for the six months ended 30 November 2025 ("H1 FY26" or the "Period").
Financial Highlights
· Record H1 FY26 with revenues up 37% to £12.7 million (H1 FY25: £9.3
million)
· Chip supply revenue increased 34% to £3.9 million (H1 FY25: £2.9
million)
· EBITDA profit of £1.7 million generated (H1 FY25: EBITDA loss of
£0.2 million)
· Operating profit of £0.4 million (H1 FY25: operating loss of £0.8
million)
· Cash and cash equivalents on 30 November 2025 of £2.0 million (31
May 2025: £2.0 million)
· Net cash flow generated from operations of £4.4 million (H1 FY25:
£1.6 million outflow)
· Further investment in supply contracts and intellectual property
("IP") assets of £3.1 million (H1 FY25: £2.6 million)
Operational Highlights
· Strong execution of the Group's strategy in high-growth,
differentiated, technology-led end markets, delivering record first-half
revenues and further scaling of chip supply activities
· Growing recurring revenues, with multiple ASICs now generating chip
supply and royalty income alongside advanced design-and-supply programmes,
progressing towards tape-out and production
· Significant momentum in satellite communications sector in addition
to ongoing demand from safe and secure semiconductor sectors
· Longer term pipeline supported by ongoing progress across major
customer programmes moving through key execution milestones, alongside new
definition and feasibility study awards
· Commercial validation of volume production with cumulative shipments
exceeding 10 million ASICs on a long-running automotive supply programme,
reinforcing the Group's global credentials
· Establishment of a new mixed-signal design centre in Budapest,
strengthening the Group's EU engineering footprint and expanding EnSilica's
analogue and mixed-signal capability
· With 95% of business already booked, the Board has confidence in
achieving management expectations for FY26
Ian Lankshear, Chief Executive Officer of EnSilica, commented:
"I am delighted by EnSilica's strong first half performance, producing record
revenues, profitability and clear evidence that our strategy of focusing on
high-growth, differentiated, technology-led markets is delivering results.
Growth in chip supply revenues, alongside robust design and NRE activity,
reflects increasing customer confidence in our ability to deliver complex,
safe-and-secure critical silicon into long-lifecycle applications.
Operational momentum has continued with recurring supply and royalty revenues
becoming an increasingly important component of the business. In satellite
communications, we are seeing sustained engagement across both user terminals
and payload chips as EnSilica is being recognised for its world-class domain
expertise.
Beyond FY26, the depth, quality and duration of our contracted order book and
pipeline programmes give us confidence in the long-term scalability and
resilience of the business, as EnSilica continues to build a high-quality,
recurring revenue supply base."
Investor Presentation
An online presentation of the half-year results will be held at 12 p.m. GMT on
Thursday, 5 February 2026 via the Investor Meet Company platform. Investors
can sign up for free and add EnSilica via:
https://www.investormeetcompany.com/ensilica-plc/register-investor
(https://www.investormeetcompany.com/ensilica-plc/register-investor%20%0d)
For further information please contact:
EnSilica plc via Vigo Consulting
Ian Lankshear, Chief Executive Officer +44 (0)20 7390 0233
Kristoff Rademan, Chief Financial Officer
www.ensilica.com (http://www.ensilica.com/)
Allenby Capital Limited, Nominated Adviser & Joint Broker +44 (0)20 3328 5656
Jeremy Porter / Vivek Bhardwaj (Corporate Finance) info@allenbycapital.com (mailto:info@allenbycapital.com)
Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)
Panmure Liberum Limited (Joint Broker)
Edward Mansfield / Will King / Phoebe Bunce +44 (0)20 3100 2000
Vigo Consulting (Investor & Financial Public Relations) +44 (0)20 7390 0233
Jeremy Garcia / Safia Colebrook ensilica@vigoconsulting.com (mailto:visum@vigoconsulting.com)
The person responsible for arranging release of this announcement on behalf of
the Company is Kristoff Rademan, Chief Financial Officer.
About EnSilica plc
EnSilica is a fabless, application-specific chipmaker, combining deep domain
and system-level expertise with world-class capability in RF, mmWave,
mixed-signal and complex digital IC design. The Company serves customers
across the communications, industrial, automotive and healthcare markets,
where safety and security and reliability are critical.
A growing portfolio of reusable IP and silicon platforms underpins a
repeatable, scalable delivery model, reducing development risk, cost and time
to market while supporting long-term supply revenues. EnSilica has a strong
track record of delivering production-proven silicon to demanding industry
standards. Headquartered near Oxford, UK, the Company operates design centres
across the UK, India, Brazil and Hungary.
Operational Review
EnSilica has continued to make strong operational progress, delivering record
first-half revenues and growing profitability in H1 FY26. This performance
reflects the execution of EnSilica's stated strategy to build a scalable
fabless semiconductor business, our advanced ASIC design capability and
expanded portfolio of production silicon, supported by sustained momentum
across our core satellite communications and safe and secure semiconductor
markets.
Design and non-recurring engineering ("NRE") activity during the Period
remained robust, underpinned by both long-term customer engagements and new
programme awards. These activities continue to support a growing pipeline of
advanced ASIC programmes progressing through key execution milestones towards
tape-out and production, providing the foundation for future compounding chip
supply and royalty revenues.
Revenues for the six months ended 30 November 2025 increased by 37% to £12.7
million (H1 FY25: £9.3 million), reflecting growth across both chip supply
and design-led revenues. Recurring revenues from chip supply of £3.9 million
represented a 34% increase on the prior period, a key operational metric as
the Group transitions from a consultancy-led model to a multiple
revenue-stream business. The Group also delivered EBITDA profit of £1.7
million (H1 FY25: EBITDA loss of £0.2 million), demonstrating consistent
financial maturity as both operating leverage and revenues increase.
Operational progress continued beyond the Period end, with further programme
advancement, new contract awards, and additional purchase orders secured,
strengthening both near-term revenue visibility and the longer-term supply
pipeline.
Contract wins and other highlights for H1 FY26 include:
· Five ASICs now in the supply phase generating recurring revenues,
with a broader portfolio of advanced ASIC programmes in the design phase
supporting the growth of future chip supply
· Project advancement of multiple customer ASIC programmes towards
tape-out, including successful prototype and test-chip activity to validate
key design elements ahead of full device completion
· New definition and feasibility-stage contracts secured across
satellite payload and other high-growth applications, strengthening the
longer-term pipeline and providing pathways to potential multi-year NRE and
supply agreements
· Receipt of a $1.4 million purchase order to progress a satellite
payload ASIC into its next development phase, following completion of an
initial feasibility study
· Award of a £5 million UK Contract for Innovation by the UK
Government's Department for Science, Innovation & Technology to develop a
secure, quantum-resilient processor ASIC for application across critical,
national infrastructure
· Secured prototype development programme for an enhanced electronic
road-tolling ASIC, striving for next-generation functionality and
opportunities for a future commercial supply programme
· Demonstrated ability to scale production volume, with cumulative
shipments exceeding 10 million ASICs on a long-running automotive supply
programme
· Continued relevance of the Group's Post-Quantum Cryptography-ready
security IP and architectures across focus markets, aligned with increasing
regulatory and resilience requirements
Outlook
With 95% of business already booked, the Board has confidence in achieving
management expectations for FY26. Revenues are expected to continue to be
weighted towards the second half of the financial year, reflecting the timing
of customer milestones and scheduled chip tape-outs.
The Group's diversified revenue model continues to gain traction, with a
growing base of recurring chip supply revenues complemented by a strong order
book of design and non-recurring engineering programmes. This blend is
stimulating operating leverage and improving profitability, as more programmes
progress from development into sustained production.
Increasing contributions from chip supply activities, together with
disciplined investment in IP and engineering capability, are driving a phased
reduction in cash consumption. As production revenues scale, the Board
anticipates achieving positive monthly operational cash generation by the end
of calendar year 2026. The Board looks forward to the future with confidence
with the prospects of the business underpinned by longer term secular demand
trends.
Finance Review
H1 FY26 saw significant revenue and EBITDA growth as a result of development
revenues generated from the new ASIC design and supply customers, alongside
further robust growth in supply revenues. Revenues grew 37% to £12.7 million
compared to the £9.3 million achieved in H1 FY25. Chip supply revenues at
£3.9 million continued their upward trajectory, whilst NRE revenues grew
substantially, driven by the NRE contracts won in FY25. Consultancy revenues
were subdued at £3.0 million due to the focus on the key NRE projects won in
FY25, in line with our strategy to transition to a multiple-revenue-stream
business.
Cash consumption slowed dramatically during the Period with the business
generating an inflow of £0.8 million, helped by advance contract milestone
payments. Operational cash outflows have also diminished sharply over the last
12 months with the Group well placed to become operationally cash flow
positive on a monthly basis by the end of calendar year 2026, a goal supported
by growing higher margin recurring supply revenues.
As part of the Group's strategic growth strategy and in conjunction with the
Group's customers, EnSilica continues to co-invest in the development of
customer ASICs, as well as its own intellectual property and know-how. As
such, the Group has invested a further £3.1 million (H1 FY25: £2.6 million)
in supply contracts and intellectual property assets with the expected return
on the investment generated by long-term, high-margin, recurring supply or
royalty revenues.
Financial Summary
H1 FY26 H1 FY25
£'m £'m
Revenue 12.7 9.3
Cost of goods (7.9) (5.8)
Gross profit 4.9 3.4
Gross margin 38% 37%
Other income 0.8 -
Operating expenses (3.9) (3.6)
EBITDA 1.7 (0.2)
Depreciation & amortisation (1.3) (0.6)
Operating profit/(loss) 0.4 (0.8)
Interest (0.3) (0.5)
Profit/(loss) before tax 0.1 (1.4)
Tax (0.6) 0.2
Loss for the year (0.5) (1.2)
Revenues
H1 FY26 Group revenues were £12.7 million (H1 FY26 £9.3 million) up 37%.
Chip supply revenues continued their upward trajectory, increasing 34% to
£3.9 million (H1 FY25: £2.9 million). This increase has been driven by
growth in customer demand and in particular growing revenues from the
industrial ASIC which taped out at the end of FY24. NRE revenues in the Period
more than doubled to £5.8 million (H1 FY25: £2.2 million) driven by the NRE
contracts won in FY25. As expected, Consultancy revenues were lower in the
Period at £3.0 million (H1 FY25: £4.1 million) due to a large customer
consultancy project not recurring in H1 FY26, as well as the business focus on
supporting progression of the key NRE projects won in FY25.
The Group continues to focus on developing chip supply revenues through NRE
projects as part of its fabless business model, with the established
consultancy revenues providing a further reliable income stream.
Gross Margin
Gross margins in H1 FY26 of 38% slightly outperformed the 37% achieved in the
prior year, mainly due to increased supply revenues. Margins are expected to
continue incrementally increasing as the Group's higher margin chip supply
revenues increase and become a larger share of the Group's overall revenues.
Operating Expenses
Operating expenses at £3.9 million were higher than in H1 FY25 (£3.6
million) due to investments in operational staff, as well as facility cost
increases.
Other Income
Other income includes income received from government grants as well as the
RDEC tax credit of £0.6 million.
EBITDA
As a result of the large increase in revenues, EBITDA increased significantly
by £1.9 million from a loss of (£0.2) million in H1 FY25 to a profit of
£1.7 million in H1 FY26.
Loss after tax
The Group's loss after tax decreased to £0.5 million (H1 FY25: £1.2 million
loss) after the interest expense decreased by £0.2 million to £0.3 million
in H1 FY26 (H1 FY25: £0.5 million) due to the one-off loan refinancing
charges incurred in H1 FY25 not recurring in H1 FY26. Tax has been impacted by
the deferred tax charge on intangible assets capitalised with no offsetting
taxable losses in H1 FY26.
Headcount
Average Group headcount was increased in the Period to 199 (FY26: 179) by the
recruitment of engineers to service the new NRE and design contracts won by
the Group in the period, including the hiring of 16 engineers in Hungary.
Cash flow
H1 FY26 H1 FY25
£'m £'m
EBITDA 1.7 (0.2)
Working capital 2.7 (1.4)
Tax received - -
Net cash flow from operations 4.4 (1.6)
Investment in intangibles (3.1) (2.6)
Capital expenditure (0.2) (0.4)
Interest paid (0.3) (0.5)
Cash generation/(burn) 0.8 (5.1)
Net cash flows from financing (0.8) 2.8
Movement in the year (0.0) (2.3)
The Company generated net cash flow from operations of £4.4 million after an
EBITDA profit of £1.7 million and positive working capital movements of £2.7
million assisted by large customer contract upfront milestone payments
received. The Company made investments in intangibles of £3.1 million, mainly
driven by the co-development of customer projects, and spent £0.2 million on
capital expenditure. Interest paid on loans and leasehold property liabilities
amounted to £0.3 million, leading to total cash generation of £0.8 million.
Net proceeds from financing included loan repayments of £0.5 million and
lease liability repayments of £0.3 million. The movement in cash in the
period was therefore flat at £nil million.
Ian Lankshear Kristoff Rademan
CEO CFO
EnSilica plc EnSilica plc
3 February 2026
Financial Statements
Consolidated Statement of Comprehensive Income
for the six months ended 30 November 2025
Six months ended Six months ended Twelve months ended
30 Nov 2025 30 Nov 2024 31 May 2025
Unaudited Unaudited Audited
Note £'000 £'000 £'000
Revenue 2 12,727 9,270 18,183
Cost of sales (7,851) (5,825) (10,850)
Gross profit 4,876 3,445 7,333
Other operating income 804 - 1,623
Impairment of assets 6,7 - - (910)
Expected credit loss allowance - - (1,783)
Administrative expenses (5,231) (4,285) (8,893)
Operating profit/(loss) 449 (840) (2,630)
Interest income - - -
Interest expense (329) (516) (907)
120 (1,356) (3,537)
Profit/(loss) before taxation
Taxation 4 (619) 156 811
Loss for the period (499) (1,200) (2,726)
Other comprehensive (expense)/ income for the period
Currency translation differences (112) (31) 49
Total comprehensive loss for the period (611) (1,231) (2,677)
Loss for the period attributable to:
Owners of the company (499) (1,200) (2,726)
Non-controlling interests - - -
(499) (1,200) (2,726)
Other comprehensive (expense)/income for the period attributable to:
Owners of the company (112) (31) 49
Non-controlling interests - - -
(112) (31) 49
Total comprehensive expense for the period attributable to:
Owners of the company (611) (1,231) (2,677)
Non-controlling interests - - -
(611) (1,231) (2,677)
Financial Statements
Earnings per Share Attributable to the Owners of the Parent During the Period
(expressed in pence per share)
Six months ended Six months ended Twelve months ended
30 Nov 2025 30 Nov 2024 31 May 2025
Unaudited Unaudited Audited
Note pence pence £'000
Basic loss per share (pence) 5 (0.52) (1.44) (3.26)
Diluted loss per share (pence) 5 (0.52) (1.44) (3.26)
Financial Statements
Consolidated Statement of Financial Position
As at 30 November 2025
30 Nov 2025 30 Nov 2024 31 May 2025
Unaudited Unaudited Audited
Note £'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment 6 3,213 3,132 3,373
Intangible assets 7 25,102 20,759 22,828
Total non-current assets 28,315 23,891 26,201
Current assets
Inventories 1,283 896 439
Trade and other receivables 8 8,603 8,966 10,107
Corporation tax recoverable 1,963 2,179 1,363
Cash and cash equivalents 1,969 2,792 1,963
Total current assets 13,818 14,833 13,872
Total assets 42,133 38,724 40,073
Current liabilities
Borrowings 9 (3,910) (3,831) (3,862)
Lease liabilities (458) (320) (571)
Trade and other payables 10 (13,133) (6,342) (10,492)
Total current liabilities (17,501) (10,493) (14,925)
Non current liabilities
Borrowings 9 (952) (1,879) (1,422)
Lease liabilities (1,974) (1,711) (2,126)
Provisions (248) (182) (235)
Deferred tax (1,038) (2,009) (466)
Total non current liabilities (4,212) (5,781) (4,248)
Total liabilities (21,713) (16,274) (19,174)
Net assets 20,420 22,450 20,900
Equity
Issued share capital 11 156 156 156
Share premium account 16,181 16,165 16,181
Currency differences reserve (219) (176) (107)
Retained earnings 4,302 6,305 4,670
Equity attributable to owners of the Company 20,420 22,450 20,900
Non-controlling interests - - -
Total equity 20,420 22,450 20,900
The notes are an integral part of these condensed financial statements.
Ian Lankshear Kristoff Rademan
CEO CFO
EnSilica plc EnSilica plc
Financial Statements
Condensed Consolidated Statement of Changes in Equity
Share Capital Share premium account Currency translation reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000
At 31 May 2024 153 14,957 (117) 7,410 22,403
Loss for the period - - - (1,200) (1,200)
Other comprehensive expense - - (59) (36) (95)
Total comprehensive expense for the period - - (59) (1,236) (1,295)
Share based payment - - - 131 131
Issue of share capital 3 1,408 - - 1,411
Cost of share issue - (200) - - (200)
At 30 Nov 2024 156 16,165 (176) 6,305 22,450
Loss for the period - - - (1,766) (1,766)
Other comprehensive expense - - 69 - 69
Total comprehensive expense for the period - - 69 (1,766) (1,697)
Share based payment - - - 131 131
Issue of share capital - - - - -
Cost of share issue - 16 - - 16
At 31 May 2025 156 16,181 (107) 4,670 20,900
Loss for the period - - - (499) (499)
Other comprehensive expense - - (112) - (112)
Total comprehensive expense for the period - - (112) (499) (611)
Share based payment - - - 131 131
Issue of share capital - - - - -
Cost of share issue - - - - -
At 30 Nov 2025 156 16,181 (219) 4,302 20,420
Financial Statements
Consolidated Statement of Cash Flows
for the six months ended 30 November 2025
Note Six months ended Six months ended Twelve months ended
30 Nov 2025 30 Nov 2024 31 May 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Cash flows from operating activities
Cash generated from operations A 4,531 (1,598) 933
Tax paid/(received) (47) (30) 1,177
Net cash generated from/(used in) operating activities 4,484 (1,628) 2,110
Cash flows from investing activities
Purchase of property, plant and equipment (211) (385) (681)
Additions to intangible assets (3,091) (2,575) (5,797)
Net cash used in investing activities (3,302) (2,960) (6,478)
Cash flows from financing activities
Proceeds from issuance of ordinary shares - 1,208 1,228
Interest paid (329) (516) (908)
Lease liability payments (371) (72) (309)
Loans and borrowings received - 5,710 5,710
Loans and borrowing repaid (470) (4,027) (4,436)
Net cash (used in)/generated from financing activities (1,170) 2,303 1,285
Net decrease in cash and cash equivalents 12 (2,285) (3,083)
Cash and cash equivalents at beginning of year 1,963 5,156 5,156
Foreign exchange losses (6) (79) (110)
Cash and cash equivalents at end of period B 1,969 2,792 1,963
Financial Statements
Notes to the Consolidated Statement of Cash Flows
for the six months ended 30 November 2025
A. Cash generated from operations
The reconciliation of loss for the period to cash generated from operations is
set out below:
Six months ended Six months ended Twelve months ended
30 Nov 2025 30 Nov 2024 31 May 2025
£'000 £'000 £'000
Loss for the period (499) (1,200) (2,726)
Adjustments for:
Depreciation 373 241 633
Amortisation 865 389 1,038
Impairment of assets - - 910
Share based payments 131 131 261
Net interest costs 329 516 908
Research and development expenditure credit (Other income) (600) - (1,278)
Tax (charge)/credit 619 (156) (811)
1,217 (79) (1,065)
Changes in working capital
(Increase)/decrease in inventories (844) (143) 313
Decrease/(increase) in trade and other receivables 1,504 (576) (1,718)
Increase/(decrease) in trade and other payables 2,641 (776) 3,374
Increase in provisions 13 (24) 29
Cash generated from/(used in) operations 4,531 (1,598) 933
B. Analysis of net debt
At Cash flow Non-cash changes At
1 June 2024 30 Nov 2024
£'000 £'000 £'000 £'000
Loans (4,015) (1,695) - (5,710)
Lease liabilities (2,103) 72 - (2,031)
Liabilities arising from financing activities (6,118) (1,623) - (7,741)
Cash and cash equivalents 5,156 (2,285) (79) 2,792
Net debt (962) (3,908) (79) (4,949)
At Cash flow Non-cash changes At
1 Dec 2024 31 May 2025
£'000 £'000 £'000 £'000
Loans (5,710) 426 - (5,284)
Lease liabilities (2,031) (666) - (2,697)
Liabilities arising from financing activities (7,741) (240) - (7,981)
Cash and cash equivalents 2,792 (829) - 1,963
Net debt (4,949) (1,069) - (6,018)
At Cash flow Non-cash changes At
1 June 2025 30 Nov 2025
£'000 £'000 £'000 £'000
Loans (5,284) 470 (48) (4,862)
Lease liabilities (2,697) 371 (106) (2,432)
Liabilities arising from financing activities (7,981) 841 (154) (7,294)
Cash and cash equivalents 1,963 (55) 61 1,969
Net debt (6,018) 786 (93) (5,325)
Financial Statements
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 November 2025
1. General information
EnSilica plc is a public limited company incorporated in the United Kingdom,
quoted on the AIM Market of the London Stock Exchange. The Company is
domiciled in the United Kingdom, and its registered office is 100 Park Drive,
Milton Park, Abingdon, OX14 4RY. The consolidated unaudited financial
statements comprise the Company and its subsidiaries (together referred to as
the 'Group'). The Company is a leading fabless design house focused on custom
ASIC design and supply for OEMs and system houses, as well as IC design
services for companies with their own design teams. The Company has
world-class expertise in supplying custom RF, mmWave, mixed signal and digital
ICs to its international customers in the automotive, industrial and
communications markets. The Company also offers a broad portfolio of core IP
covering cryptography, radar and communications systems. EnSilica has a track
record in delivering high quality solutions to demanding industry standards.
The Company is headquartered near Oxford, UK and has design centres across
the UK and in Bangalore, India and Porto Alegre and Campinas,
Brazil, and also Budapest, Hungary.
Basis of preparation
The consolidated interim financial statements of the Company have been
prepared in accordance with UK-adopted International Accounting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB) and
the Companies Act 2006.
The financial information has been prepared under the historical cost
convention unless otherwise specified within these accounting policies. The
financial information and the notes to the financial information are presented
in thousands of pounds sterling (£'000), the functional and presentation
currency of the Group, except where otherwise indicated.
The principal accounting policies adopted in preparation of the financial
information are set out below. The policies have been consistently applied to
all periods presented, unless otherwise stated.
Judgements made by the Directors in the application of the accounting policies
that have a significant effect on the financial information and estimates
with significant risk of material adjustment in the next year are discussed
below.
Going concern
For the period ending 30 November 2025, the Group generated revenues of £12.7
million and an operating profit of £0.4 million; and generated cash flow from
operations of £4.5 million. As at 30 November 2025 the Group held cash
balances of £2.0 million and the Group's financing arrangements consisted of
a loan of £4.9 million from Bank of Scotland. In considering the basis of
preparation of the financial statements, the Directors have prepared a cash
flow forecast for a period of at least 12 months from the date of approval of
these financial statements based on the latest forecasts for the financial
year 2026 and 2027. The Directors have undertaken a rigorous assessment of the
2026 and 2027 forecast and assessed identified downside risks and mitigating
actions. The assumptions around project sales, staffing and purchases are
based on management's expectations over the forecast period.
Under the current forecast scenarios, the Group has sufficient cash resources
to continue in operation for a period of at least 12 months from the date of
approval of these interim financial statements. In the event of a downside
scenario crystallising, with delays to key revenue generating project
milestones or new contracts not being secured in time, the Company could be at
risk of breaching its financial loan covenants if an accommodation with Bank
of Scotland could not be reached. Whilst the Company maintains a very good
relationship with Bank of Scotland and is confident of securing its support,
if the Company is unable to secure a waiver or amendment to its financial
covenants, this would cause the outstanding loan to become immediately
repayable which would give rise to a material uncertainty as defined in
auditing and accounting standards related to events or conditions that may
cast significant doubt on the entity's ability to continue as a going concern,
and in such circumstances, it may therefore be unable to realise its assets
and discharge its liabilities in the normal course of business.
Taking account of the matters described above, the Board has confidence in the
Company's ability to continue as a going concern for the following reasons:
· the Company's ability to continue to be successful in winning new
customers and building its brand as demonstrated by the signing of 6 new
development and supply agreements and two design agreements in the last 18
months with a lifetime value greater than $100 million,
· the Company's history of being able to access equity capital markets
as evidenced by the raising of £5.2 million gross equity in May 2024,
availability of factoring and discussions for additional debt headroom /
further debt financing and,
· the Company's customer contracted order book with approximately 70%
of revenues for the forecast period being contracted and,
· the Company's ability to control capital expenditure and lower other
operational spend, as necessary
Taking account of the matters described above, the Directors are confident
that the Company will have sufficient funds to continue to meet their
liabilities as they fall due for at least 12 months from the date of approval
of the financial statements and therefore have prepared the financial
statements on a going concern basis.
Accounting policies
Basis of consolidation
The consolidated interim financial statements comprise the financial
statements of the Company and its subsidiaries as at 30 November 2025. Control
is achieved when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an
investee if, and only if, the Group has:
‣ Power over the investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee)
‣ Exposure, or rights, to variable returns from its involvement with the
investee
‣ The ability to use its power over the investee to affect its returns
generally, there is a presumption that a majority of voting rights results in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
‣ The contractual arrangement(s) with the other vote holders of the investee
‣ Rights arising from other contractual arrangements
‣ The Group's voting rights and potential voting rights. The Group
re-assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of
control.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated financial statements from the
date the Group gains control until the date the Group ceases to control the
subsidiary. Profit or loss and each component of OCI are attributed to the
equity holders of the parent of the Group and to the noncontrolling interests,
even if this results in the non-controlling interests having a deficit
balance. When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies in line with the Group's
accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group
are eliminated in full on consolidation. A change in the ownership interest of
a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it derecognises the
related assets (including goodwill), liabilities, non-controlling interest and
other components of equity, while any resultant gain or loss is recognised in
profit or loss. Any investment retained is recognised at fair value.
Critical accounting estimates and judgements
The preparation of the financial information under IFRS requires the use of
certain critical accounting assumptions and requires management to exercise
its judgement and to make estimates in the process of applying the Company's
accounting policies.
Management bases its estimates on historical experience and on various other
assumptions that management believes to be reasonable in the circumstances.
The key estimates and judgements used in the preparation of this financial
information that could result in a material change in the carrying value of
assets or liabilities within the next twelve months are as follows:
Intangible assets - capitalisation, impairment and amortisation of development
expenditure
Judgement
The capitalisation of development costs is subject to a degree of judgement in
respect of the timing when the commercial viability of new technology and
know-how is reached, supported by the results of testing and customer trials,
and by forecasts for the overall value and timing of sales which may be
impacted by other future factors which could impact the assumptions made. In
making their judgements, the Directors considered the carrying values of the
intangible assets that are disclosed in note 7.
Estimation
Amortisation commences once management consider that the asset is available
for use, i.e. when it is judged to be in the location and condition necessary
for it to be capable of operating in the manner intended by management and the
cost is amortised over the estimated useful life of the asset based on
experience of and future expected customer product cycles and lives. The
useful economic lives and residual values are re-assessed annually. They are
amended when necessary to reflect current estimates, based on technological
advancement, future investments and economic utilisation.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit
exceeds its recoverable amount, which is the higher of its fair value less
costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales transactions,
conducted at arm's length, for similar assets or observable market prices less
incremental costs of disposing of the asset. The value in use calculation is
based on a DCF model. The cash flows are derived from the forecasts for the
next five to seven years and do not include restructuring activities that the
Group is not yet committed to or significant future investments that will
enhance the performance of the assets of the CGU being tested. The recoverable
amount is sensitive to the discount rate used for the DCF model as well as the
expected future cash-inflows and the growth rate used for extrapolation
purposes.
These estimates are most relevant to goodwill and other intangibles with
indefinite useful lives recognised by the Group. The key assumptions used to
determine the recoverable amount for the different CGUs, including a
sensitivity analysis, are disclosed and further explained in Note 7.
Revenue
Estimation
In accordance with the policy on revenue recognition, management are required
to judge the percentage of completion of the contract in order to recognise
revenues. The overall recognition of revenue will depend upon the nature of
the project and whether it is billed on a time and materials basis, or, on a
project milestone basis where invoices can only be raised on completion of
specific, pre-agreed objectives.
The Company maintains complete and accurate records of employees' time and
expenditure on each project which is regularly assessed to determine the
percentage completion, and thereby whether it is appropriate to recognise
revenues.
As it satisfies its performance obligations, the Company recognises revenue
and the related contract asset with regards to the customer development
contracts. Revenues are recognised on a percentage of completion basis and as
such require estimation in terms of the assessment of the correct percentage
of completion for that specific contract.
Management judgement is based on a strong track record of successful
completion of projects and accurate forecasting of the time required together
with the hindsight period available to support the balance sheet date
assumptions made.
2. Segmental analysis
The Board continues to define all the Group's trading as operating in the
integrated circuit design market and considers all revenue to relate to the
same, one operating segment.
Disaggregation of revenue
Revenue in respect of the supply of products is recognised at a point in time.
Design and related services, including income for the use of IP, are
recognised over the period when services are provided.
Six months Six months ended Twelve months
ended ended
30 Nov 2024
30 Nov 2025 31 May 2025
£'000 £'000 £'000
Recognised at a point in time
Supply of products 3,884 2,895 5,741
Recognised over time
NRE design services 5,841 2,216 5,891
Consultancy design services 3,002 4,158 6,551
8,843 6,375 12,442
12,727 9,270 18,183
By destination:
UK 5,903 990 4,250
Rest of Europe 5,007 7,094 10,893
Rest of the World 1,817 1,186 3,040
Total revenue 12,727 9,270 18,183
The nature of the design services and projects is such that there can be
significant customers as a proportion of revenue in any one year but that
these may be different customers from year to year. During the six months to
30 November 2025 the largest customer contributed £2.5million (20% of
revenue). Two other customers contributed over £1.0m of revenue during the
period leaving just over 50% of the £12.7m made up of customers each
contributing around 5% or less of revenue.
During the comparable period to 30 November 2024 there were three customers
with sales of between £1.3 million and £2.5 million making up 65% of
revenues, with a further two customers with sales of £0.5 million to £1.0
million resulting in the top five customers contributing 77% of revenue.
The Group's non-current assets comprising investments, tangible and intangible
fixed assets and the net assets by geographical location are:
30 Nov 2025 30 Nov 2024 31 May 2025
Non-current assets Net Non-current assets Net assets Non-current assets Net assets
assets
£'000 £'000 £'000 £'000
United Kingdom 28,071 19,745 23,832 21,509 25,999 20,030
India 143 1,319 3 1,511 126 1,133
Brazil 75 43 56 14 76 36
Hungary 26 (240) - - - -
Germany - (447) - (584) - (299)
28,315 20,420 23,891 22,450 26,201 20,900
3. Alternative performance measures
These items are included in normal operating costs of the business but are
significant cash and non-cash expenses that are separately disclosed because
of their size, nature or incidence. It is the Group's view that excluding them
from operating profit gives a better representation of the underlying
performance of the business in the year.
The Group's primary results measure, which is considered by the directors of
EnSilica plc to better represent the underlying and continuing performance of
the Group, is EBITDA as set out below. EBITDA is a commonly used measure in
which earnings are stated before net finance income, amortisation and
depreciation as a proxy for cash generated from trading.
Six months Six months Twelve months
ended ended ended
30 Nov 2025 30 Nov 2024 31 May 2025
£'000 £'000 £'000
Operating profit/(loss) before interest 449 (840) (2,630)
Depreciation 373 241 633
Amortisation of intangible assets 817 389 985
Other amortisation 48 - 53
Impairment of assets - - 910
EBITDA 1,687 (210) (49)
4. Taxation on profit
Six months Six months Twelve months
ended ended ended
30 Nov 2025 30 Nov 2024 31 May 2025
£'000 £'000 £'000
Current taxation
UK corporation tax credit - 830 -
Foreign tax charge (47) (30) (88)
(47) 800 (88)
Deferred taxation
Origination and reversal of timing differences (572) (644) 899
Tax (charge)/credit on profit/(loss) (619) 156 811
5. Earnings per share
Six months Six months Twelve months ended
ended ended 31 May 2025
30 Nov 2025 30 Nov 2024
Loss used in calculating EPS (£'000) (499) (1,200) (2,726)
Number of shares for basic EPS ('000s) 96,660 83,604 83,512
Basic earnings per share (pence) (0.52) (1.44) (3.26)
Number of shares for diluted EPS ('000s) 96,660 83,604 83,512
Diluted earnings per share (pence) (0.52) (1.44) (3.26)
6. Property, plant and equipment
Right-of-use property Leasehold improvements Office equipment Right-of-use equipment Computer equipment Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 June 2025 2,027 240 269 1,801 933 5,270
Additions - 25 88 - 98 211
At 30 Nov 2025 2,027 265 357 1,801 1,031 5,481
Depreciation
At 1 June 2025 (629) (67) (198) (347) (657) (1,898)
Charge for the period (91) (12) (23) (170) (77) (373)
Exchange adjustments - - - 3 - 3
At 30 Nov 2025 (720) (79) (221) (514) (734) (2,268)
Net book value
At 30 Nov 2025 1,307 186 136 1,287 297 3,213
At 31 May 2025 1,398 173 71 1454 276 3,372
At 30 Nov 2024 1,729 186 65 874 278 3,132
7. Intangible assets
Development costs Software Total
Intellectual
property
£'000 £'000 £'000 £'000
Cost
At 1 June 2025 27,034 123 155 27,312
Additions 3,090 - 1 3,091
At 30 Nov 2025 30,124 123 156 30,403
Amortisation and impairment
At 1 June 2025 (4,372) (100) (12) (4,484)
Charge for the period (796) (12) (9) (817)
At 30 Nov 2025 (5,168) (112) (21) (5,301)
Net book value
At 30 Nov 2025 24,956 11 135 25,102
At 31 May 2025 22,662 23 143 22,828
At 30 Nov 2024 20,692 36 33 20,759
Capitalised development expenditure relates to developed intellectual property
in respect of circuit and chip design. The recoverable amount of a cash
generating unit (CGU) is assessed using a value in use model across each
individual project that forms the intellectual property that has been
capitalised. The value in use for each portion is dependent on the expected
life cycle of the CGU using a discount factor of 11.5% (H1 FY25: 11.5%), being
the cost of capital for the CGU.
8. Trade and other receivables
30 Nov 2025 30 Nov 2024 31 May 2025
Current £'000 £'000 £'000
Trade receivables 3,711 1,711 5,868
Other receivables 578 835 925
Prepayments 1,838 1,237 1,613
Contract assets 2,476 5,183 1,702
Total 8,603 8,966 10,107
9. Borrowings
30 Nov 2025 30 Nov 2024 31 May 2025
Current £'000 £'000 £'000
Bank loans 3,910 3,831 3,862
Non-current
Bank loans 952 1,879 1,422
Total 4,862 5,710 5,284
30 Nov 2025 30 Nov 2024
Movement in Loans £'000 £'000
Opening balance June 1(st) 5,284 4,015
Loan received - 6,000
Interest accrued 278 426
Interest paid (230) (414)
Redemption of loans - (3,567)
Capitalisation of issue costs - (290)
Loan repayments (470) (460)
Closing balance 4,862 5,710
In November 2024, existing borrowings with carrying value of £3.6 million
were redeemed by way of a Term Loan for £3.0 million, and a Revolving Credit
Facility (RCF) of £3.0 million, which was drawn down in 2 tranches. The loan
liability is stated net of unamortised loan issue costs of £216,000 at 30 Nov
2025 (30 November 2024: £290,000).
The term loan of £3.0 million is secured by fixed and floating charges over
the assets of the group and bears interest at rates of 3.5% over the Bank of
England Base Rate. It is repayable in monthly instalments over the period to
November 2027.
The revolving credit facility of £3.0 million is secured by fixed and
floating charges over the assets of the group and bears interest at the Bank
of England Base Rate plus 2.5%.
10. Trade and other payables
30 Nov 2025 30 Nov 2024 31 May 2025
Current £'000 £'000 £'000
Trade payables 3,424 1,686 2,745
Taxation and social security 1,279 998 1,092
Other payables 285 156 187
Accruals 1,533 1,907 579
Contract liabilities 6,612 1,595 5,889
Total 13,133 6,342 10,492
11. Share capital
Allotted, called up and fully paid 30 Nov 2025 30 Nov 2024 31 May 2025
£'000 £'000 £'000
96,600,636 ordinary shares of £0.001 each 97 97 97
59,190 deferred shares of £1.00 each 59 59 59
156 156 156
12. Post balance sheet events
Subsequent to the end of the period under review there have been no events
that the company feels should be brought to the shareholders' attention.
13. Related party transactions
During the period under review, the Company undertook transactions with the
following related parties:
Six months to Six months to Twelve months to
30 Nov 2025 30 Nov 2024 31 May 2025
NAME SERVICES Transactions during the period Balance owing/ (owed) at Transactions during the period Balance owing/ (owed) at Transactions during the year Balance owing/ (owed) at
30 Nov 2025 30 Nov 2024 31 May 2025
£'000 £'000
£'000
Ensilica India Private Limited Semiconductor design services 346 (311) 500 1,138 658 (657)
EnSilica Do Brasil Sociedade Unipessoal Limitada Semiconductor design services - - 620 - 1,357 -
EnSilica GMBH Semiconductor sales services 165 453 (163) (316) 257 288
EnSilica Hungary kft Semiconductor design services 231 231 - - - -
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