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REG - T42 IOT Tracking Sol - Interim Results

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RNS Number : 2100X  T42 IOT Tracking Solutions PLC  29 August 2025

29 August 2025

 

t42 IoT Tracking Solutions Plc

("t42", the "Company" or, together with its subsidiaries, the "Group")

 

Interim Results

 

t42 IoT Tracking Solutions plc (AIM: TRAC) ("t42" or the "Company"), which
provides real-time tracking, security, and monitoring solutions for the global
supply chain, logistics, container, and freight market, announces its
unaudited results for the six months ended 30 June 2025.

 

 

Business Overview Highlights

 

•     On track to achieve at least 200% year-over-year growth in Lokies
revenues, reflecting strong demand and market confidence in our products.

•     Sales agreements announced since the beginning of the year are
progressing as expected, contributing to our solid commercial performance.

•     The maturity date of the Company's two outstanding secured
convertible loan notes ("CLNs") has been extended until the end of 2027,
enhancing financial flexibility.

•     Production cost reduction process has contributed to an increased
gross margin ("GM") of 48% in the first half of 2025 (H1 2024: 45%, FY 2024:
38%). This cost reduction is expected to further improve, targeting a further
GM increase to 55% in the second half of 2025.

 

H1 2025 Financials Highlights

 

•     Revenues increased to $2.3 million (H1 2024: $2.0 million).

•     Adjusted EBITDA improved to $239,000 (H1 2024: loss of $25,000).

 

Avi Hartmann, CEO of t42, commented:

 

"I opened the 2024 Annual Report with the following statement:"2024 has
already marked a significant turning point for t42, with new supply agreements
surpassing those of the entire previous year.". The first half of 2025
strongly reinforces this trend, showing improvement across key metrics -
revenue, sales volumes, and adjusted EBITDA. We have deferred both convertible
loans to the end of 2027, with one of them already being repaid in instalments
until then. This step enhances our financial flexibility and supports
sustainable growth. Our focus on improving product performance, particularly
in energy efficiency, continues to resonate with our customers and adds
significant value to their operations. With this momentum, we are confident in
our ability to drive innovation, expand our market presence, and lead the
container tracking industry in the years ahead."

 

Contacts:

 

 t42 IoT Tracking Solutions Plc

 Michael Rosenberg, Chairman                                                     07785 727595

 Avi Hartmann, CEO                                                               +972 5477 35663

 Strand Hanson Limited (Nominated Adviser and Financial Adviser) James Harris /  020 7409 3494
 Richard Johnson / Imogen Ellis
 Peterhouse Capital Limited (Joint Broker)                                       020 7469 0930

 Lucy Williams / Charles Goodfellow / Eran Zucker

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended.

CHAIRMAN'S STATEMENT

 

The first half of 2025 has marked a genuine step-change for the Company, with
commercial, operational, and financial achievements that strengthen our
position as a leading provider of supply chain monitoring and security
solutions worldwide.

 

Major $2.5 Million Contract

 

As reported post-period, on 12 August 2025, we signed a significant contract
for orders valued at in excess of $2.5 million. A portion of the revenue will
be recognised in the current year, making a meaningful contribution to our
2025 results, while the majority will be realised in 2026, contributing to a
year in which we anticipate further substantial growth. Importantly, all
purchases under this contract are paid in advance, delivering a positive
impact on our cash flow and supporting our growth strategy.

 

Strong Growth in Lokies Sales

One of the clearest indicators of the transformation underway is the growth in
Lokies sales. In the first half of 2024, we sold 1,800 units. In the first
half of 2025, sales rose sharply to 5,000 units - almost a threefold increase.
This not only drives immediate hardware revenue but also lays the foundation
for ongoing SaaS subscription income.

 

Loan Extensions - Strengthening Financial Flexibility

Towards the end of the first half, we signed two important agreements with our
principal lenders:

1.   £0.925 million CLN  - Loan repayment postponed until the end of 2027,
with monthly capital and interest repayments. Several payments have already
been completed under the new terms.

2.   $1.35 million CLN - Loan repayment similarly postponed until the end
of 2027, with interest payments only.

These extension agreements allow additional resources to be channeled into
business investment.

 

Accelerated Product Development - Expanding the Portfolio

We continued to invest in complementary products for the supply chain market:

1.   Kylos M - A compact tracking solution for boxes, pallets, and
trailers. Following a successful pilot, the product is now available for
commercial sales with strong demand.

2.   Kylos Solar - Designed for rail freight and shipping containers, with
permanent installation and self-sustaining power supply, enabling long-term
security and management without ongoing maintenance. This system is already in
pilot use with several customers and is expected to receive commercial sales
approval shortly.

3.   Kylos Label - A single-use tracking solution for one-way shipments,
disposed of at the end of the journey. Development is ongoing, with expected
portfolio inclusion in Q4 2025.

In addition, we have initiated development of a new solution for managing
access to gas storage facilities, allowing authorised supplier control and
alerting in cases of irregular activity.

 

EBITDA Improvement - Continuing Positive Momentum

Our multi-year focus on increasing sales, improving operational efficiency,
and restructuring financing is delivering tangible results. For the first half
of 2025, we achieved a positive adjusted EBITDA of $239,000, compared to an
adjusted  EBITDA loss of $25,000 in the first half of 2024.

 

Progress on Previously Announced Contracts

 

1.   Ecuador - The integration phase has been completed, with initial
vehicles already connected to our platform. We expect a continued increase in
deployments in the second half of the year.

2.   Mexico - Approximately half of the contract has been executed, with
the remaining portion currently on hold. We will update the market once there
is more clarity on the implementation timeline.

 

OUTLOOK

 

We close the first half of 2025 with strong momentum - supported by major
contracts, improved liquidity, an expanded product range approaching
commercial launch, and a growing global demand for our solutions. Our team
remains fully focused on driving further expansion and delivering results that
will strengthen the Company's position and create lasting value for our
shareholders.

 

 

Michael Rosenberg OBE

Non-Executive Chairman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T42 IOT TRACKING SOLUTIONS PLC

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T42 IOT TRACKING SOLUTIONS PLC

 

 

 

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

 

JUNE 30, 2025

 

 

 

INDEX

 

 

     UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:           PAGE

     Independent Auditors' report on review of interim financial information  5

      Interim Condensed Consolidated Statements of Financial Position         6

      Interim Condensed Consolidated Statements of Comprehensive Loss         7

      Interim Condensed Consolidated Statements of Changes in Deficit         8

      Interim Condensed Consolidated Statements of Cash Flows                 9

      Notes to the Interim Condensed Consolidated Financial Statements        10-19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Review Report of Independent Auditors

 

 Introduction
 We have reviewed the accompanying condensed consolidated interim statements of
 financial position of t42 IoT Tracking Solutions PLC and its consolidated
 companies (hereinafter - "the Group") as of June 30, 2025 and the related
 condensed consolidated interim statements of comprehensive loss, changes in
 shareholders' equity and cash flows for the six months then ended. Preparation
 and presentation of these condensed consolidated financial statements in
 conformity with International Accounting Standard No. 34 "Interim Financial
 Reporting" are the responsibility of the Group's board of directors and
 management. Our responsibility is to express a conclusion on these interim
 consolidated financial statements based on our review.

 Scope of Review
 We conducted our review in accordance with Review Standard (Israel) No. 2410
 of the Israel Accounting Standards Board, "Review of Interim Financial
 Information for Interim Periods Performed by the Auditor of an Entity". A
 review consists principally of inquiries of Company personnel, analytical
 procedures applied to the financial data and other review procedures. A review
 is substantially less in scope than an audit conducted in accordance with
 International Standards on Auditing and consequently does not enable us to
 obtain assurance that we would become aware of all significant matters that
 might be identified in an audit. Accordingly, we do not express an audit
 opinion.
 Conclusion

 Based on our review, we are not aware of any material modifications that
 should be made to these interim consolidated financial statements in order for
 them to be in conformity with International Accounting Standard No. 34.

 Without qualifying our conclusion, we draw attention to the disclosure in Note
 1B regarding the Company's financial position. As of June 30, 2025, the
 Company has a deficit in capital and working capital of $3.3 million and $4.5
 million, respectively. The Company's business results during the reporting
 period amounted to an operating loss and negative cash flow from operating
 activities.

 At the date of approval of the financial statements, the Company's management
 prepared forecasts of the Group's expected cash flows from its business
 activities for the foreseeable future. Based on these forecasts, the Company's
 management believes that the Company and its subsidiaries will be able to
 continue their operations in the foreseeable future and to meet their existing
 and expected liabilities, based, among other things, on efficiency made in
 production, purchase agreements with customers and the provisions of Note 9 to
 the financial statements.

 Shtainmetz Aminoach & Co.

 Certified public accountants (Israel)

 A member of UHY worldwide

                           Tel Aviv, August 29, 2025

 

 

 

T42 IOT TRACKING SOLUTIONS PLC

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. Dollars in thousands

                                                                    June 30                        December 31
                                                  Note             2025             2024           2024
                                                                   Unaudited        Unaudited      Audited
 ASSETS
 NON-CURRENT ASSETS :
 Property, plant and equipment                                     301              384            341
 Rights-of-use assets                                              919              1,080          1,039
 Intangible assets                                                 669              931            759
 Trade receivables                                                 72               202            136
 Bank deposit                                                      10               -              9
 Total Non-Current Assets                                          1,971            2,597          2,284

 CURRENT ASSETS :
 Cash and cash equivalents                                         207              135            147
 Inventory                                        6                868              1,273          1,117
 Trade receivables                                                 649              792            740
 Other accounts receivable                                         235              108            86
 Deposit                                                           -                8              -
 Total Current Assets                                              1,959            2,316          2,090

                                                                                    6,124
 TOTAL ASSETS                                                      3,930            4,913          4,374

 DEFICIT AND LIABILITIES
 DEFICIT                                          3                (3,254)          (2,314)        (2,682)

 NON-CURRENT LIABILITIES:
 Long-term bank loans, net of current maturities                   -                50             13
 Leasehold liabilities                                             717              791            770
 Total Non-Current Liabilities                                     717              841            783

 CURRENT LIABILITIES:
 Short-term bank credit                                            70               46             68
 Current maturities of long-term bank loans                        55               69             74
 Financial liabilities in fair value              4                9                1,026          238
 Trade payables                                                    799              906            1,106
 Related parties                                  5                938              734            770
 Other accounts payable                                            1,248            701            1,070
 Current maturities of leasehold liabilities                       209              173            202
 Amortized cost of loans                          9                3,139            2,731          2,745
 Total Current Liabilities                                         6,467            6,386          6,273

 TOTAL DEFICIT AND LIABILITIES                                     3,930            4,913          4,374

 

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

 

 

 29 August 2025
 Date of Approval                Aviran Sabag    Avi Hartmann

CFO

 of the Financial Statements                     CEO

 

T42 IOT TRACKING SOLUTIONS PLC

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. Dollars in thousands

 

                                                               Six Months Ended June 30             Year Ended December 31
                                                     Note      2025                  2024           2024
                                                               Unaudited             Unaudited      Audited

 Revenues                                                      2,293                 2,039          4,158

 Cost of revenues                                    6         (1,201)               (1,124)        (2,565)

 Gross profit                                                  1,092                 915            1,593

 Operating expenses:

       Research and development                                (127)                 (54)           (159)

       Sales and marketing                                     (192)                 (186)          (366)

       General and administrative                              (918)                 (947)          (1,888)

       Other expenses, net                                     (52)                  (8)            (64)
                                                               (1,289)               (1,195)        (2,477)

 Operating loss                                                (197)                 (280)          (884)

 Finance income                                                229                   368            262

 Finance expenses                                              (923)                 (1,467)        (1,126)

 Net finance expenses                                7         (694)                 (1,099)        (864)

                                                               (891)                 (1,379)        (1,748)

    Total comprehensive loss for the year
    Loss per share:
    Basic and diluted loss per share (in dollars)    3         (0.014)               (0.025)        (0.032)

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

 

 

T42 IOT TRACKING SOLUTIONS PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
U.S. Dollars in thousands

 

                                                                   Premium on Shares          Capital Reserve       Reserve from Share-Based Payments       Accumulated Loss

                                         Share                                                                                                                                                           Total

                                         Capital *

 (Unaudited)                             -                         13,543                     89                   1,258                                    (17,572)                                     (2,682)
 Balance- January 1, 2025

 Issuance of share capital (See note 3)  -                         319                        -                    -                                        -                                            319
 Comprehensive loss for the period       -                         -                          -                    -                                        (891)                                        (891)
 Balance - June 30, 2025                 -                         13,862                     89                   1,258                                    (18,463)                                     (3,254)

 (Unaudited)
 Balance- January 1, 2024                -                         13,543                     89                   1,253                                    (15,824)                                     (939)

 Share-based payment                               -               -                          -                    4                                                         -                           4
 Comprehensive loss for the period       -                         -                          -                    -                                        (1,379)                                      (1,379)
 Balance- June 30, 2024                  -                         13,543                     89                   1,257                                    (17,203)                                     (2,314)

 (Audited)
 Balance- January 1, 2024                -                         13,543                     89                   1,253                                    (15,824)                                     (939)
 Share-based payment                     -                         -                          -                    5                                        -                                            5
 Comprehensive loss for the year         -                         -                          -                    -                                        (1,748)                                      (1,748)
 Balance- December 31, 2024              -                         13,543                     89                   1,258                                    (17,572)                                     (2,682)

 

              * An amount less than one thousand.

 

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

T42 IOT TRACKING SOLUTIONS PLC

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. Dollars in thousands

                                                                        Six Months Ended                  Year Ended December 31

                                                                        June 30
                                                                        2025               2024           2024
 CASH FLOWS FOR OPERATING ACTIVITIES:                                   Unaudited          Unaudited      Audited

 Comprehensive loss                                                     (891)              (1,379)        (1,748)

 Adjustments for:
 Depreciation and amortization                                          232                243            523
 Financial expense, changes in fair value of financial liabilities      418                1,145          700
      and exchange rate differences, net
 Share-based payment expense                                            -                  4              5
 Gain from modification of debt terms                                   -                                 (190)
 Intangible assets impairment                                           -                  -              122

 Changes in assets and liabilities:
 Decrease in inventories                                                249                166            322
 Decrease (Increase) in trade receivables, net                          155                (101)          17
 Increase in other receivables                                          (149)              (58)           (35)
 Increase (Decrease) in trade payables                                  (308)              38             166
 Increase in other account payables                                     179                242            720

 Net cash provided by (used in) operating activities                    (115)              300            602

 CASH FLOWS FOR INVESTING ACTIVITIES:

 Purchases of property and equipment                                    (1)                (12)           (10)
 Increase in deposits                                                   -                  (3)            -
 Investment in intangible assets                                        -                  (73)           (142)

 Net cash used in investing activities                                  (1)                (88)           (152)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Change in short-term bank credit, net                                  (3)                (101)          (77)
 Repayment of loans                                                     (60)               (101)          (240)
 Proceeds from related parties, net                                     27                 26             19
 Payments of leasehold liability                                        (107)              (87)           (191)
 Consideration of the issue of shares, net                              319                -              -

 Net cash provided by (used in) financing activities                    176                (263)          (489)

 Increase (Decrease) in cash and cash equivalents                       60                 (51)           (39)
 Cash and cash equivalents at the beginning of the period               147                186            186
 Cash and cash equivalents at the end of the period                     207                135            147

 Additional Information
 Interest paid during the period                                        148                113            338

 

 

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

T42 IOT TRACKING SOLUTIONS PLC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 NOTE 1 -  GENERAL INFORMATION

 

     a.    The Reporting Entity

                 t42 IoT Tracking Solutions PLC ("the Company") was incorporated in Jersey on

               November 28, 2012. The Company and its subsidiaries ("the Group") is a global
                 supplier in the field of advanced, automated real-time systems, specializing

               in the remote tracking and management of vehicles, containers, and assets.

               The Company fully owns t42 Ltd., an Israeli company, and Starcom Systems
                 Limited, a company incorporated in Jersey.

                 The Company's shares are admitted for trading on the AIM market of the London
                 Stock Exchange.

                 The address of the official Company office is in Israel at t42 IoT Tracking
                 Solutions offices, which are located at 96 Dereh Ramatayim Street, Hod
                 Hasharon, Israel.

                 The address of the Company's registered office is at Starcom Systems Limited
                 offices, which is: Forum 4, Grenville Street, St. Helier, Jersey, Channel
                 Islands, JE4 8TQ.

 

     b.     Company's financial position:

                     As of June 30, 2025, the Company has a deficit in capital and working capital

                   amounting to approximately $3.25 million and $4.5 million, respectively. In
                     addition, during the 6-month period ended June 30, 2025, the Company incurred

                   an operating loss and negative cash flow from operating activities in the
                     amount of $0.2 million and $0.12 million, respectively.

                     As described in Note 9 to the financial statements, in July 2025, after the

                   date of the statement of financial position, the Company reached agreements
                     with lenders regarding the extension of the repayment date of the convertible
                     loans, the balance of which as of June 30, 2025 amounts to approximately $2.8
                     million, including accrued interest.

                     The Company's management has prepared cash flow forecasts, which take into
                     account the Company's estimates of sales growth, based on existing
                     engagements, and the Company's operating expense structure.

                     Based on these forecasts, the company's management estimates that it will be
                     able to meet all of its existing and future obligations in the foreseeable
                     future and that it will be able to continue its operations in its current
                     format.

 

 c.   Exchange rates:

                                         As of June 30                         As of December 31
                                         2025                  2024            2024
      Exchange rate of NIS in U.S. $     0.297                 0.266           0.274
      Exchange rate of GBP in U.S. $     1.371                 1.264           1.254

                                                                               Year Ended December 31

                                         Six Months Ended June 30
                                         2025                  2024            2024
      Change in Exchange Rate of U.S. $  8.39%                 (3.62%)         (0.72%)
      Change in Exchange Rate of GBP     9.33%                 (0.78%)         (1.57%)

T42 IOT TRACKING SOLUTIONS PLC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

      NOTE 2 -      BASIS OF PREPARATION AND CHANGE IN THE GROUP'S ACCOUNTING POLICIES

 

 a.   Basis of preparation

      The interim consolidated financial statements have been prepared in accordance

    with generally accepted accounting principles for the preparation of financial
      statements for interim periods, as prescribed in International Accounting

    Standard No. 34 ("Interim Financial Reporting").

    The interim consolidated financial information should be read in conjunction
      with the annual financial statements as of December 31, 2024 and for the year

    ended on that date and with the notes thereto.

    The significant accounting policies applied in the annual financial statements
      of the Company as of December 31, 2024 are applied consistently in these

    interim consolidated financial statements.

    New standard yet adopted
 b.

    IFRS 18, Presentation and Disclosure in Financial Statements

    This standard replaces IAS 1, Presentation of Financial Statements. The
      purpose of the standard is to provide improved structure and content to the

    financial statements, particularly the income statement.

    The standard includes new disclosure and presentation requirements that were
      taken from IAS 1, Presentation of Financial Statements, with small changes.

      As part of the new disclosure requirements, companies will be required to

    present two subtotals in the income statement: operating profit and profit
      before financing and taxes. Furthermore, for most companies, the results in

    the income statements will be classified into three categories: operating
      profit, profit from investments and profit from financing.

      In addition to the changes in the structure of the income statements, the

    standard also includes a requirement to provide separate disclosure in the
      financial statements regarding the use of management-defined performance

    measures (non-GAAP measures).

    Furthermore, the standard adds specific guidance for aggregation and
      disaggregation of items in the financial statements and in the notes. The

    standard will encourage companies to avoid classifying items as 'other' (for
      example, other expenses), and using this classification will lead to

    additional disclosure requirements. The standard is effective from annual
      reporting periods beginning on or after 1 January  2027 with earlier

    application being permitted. The Group is examining the effects of the
      standard on its financial statements with no plans for early adoption.

      Use of estimates and judgments

 c.
      The preparation of financial statements in conformity with IFRS requires
      management of the Company to make judgments, estimates and assumptions that
      affect the application of accounting policies and the reported amounts of
      assets, liabilities, income and expenses. Actual results may differ from these
      estimates.
      The judgment of management, when implementing the Group accounting policies
      and the basic assumptions utilized in the estimates that are bound up in
      uncertainties are consistent with those that were utilized to prepare the
      annual financial statements.

 

 

 

 

 

 

 

T42 IOT TRACKING SOLUTIONS PLC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 

 NOTE 3 -  SHARE CAPITAL

           a.   Composition : Ordinary shares of no-par value, issued and outstanding:
        June 30                                                   December 31
                  June 30
 2025                                      2024                   2024
 Unaudited                                 Unaudited              Audited
 65,626,357                                55,106,807             55,126,357

           b.   A Company share grants to its holder voting rights, rights to receive
                dividends and rights to net assets upon dissolution.

           c.   Weighted average number of shares used for calculation of basic and diluted
                loss per share:

                                               June 30                                                                         December 31
                                              June 30
                                        2025                                              2024                                 2024
                                        Unaudited                                         Unaudited                            Audited
                                        62,826,357                                        55,106,807                           55,117,182

 

b.

 

A Company share grants to its holder voting rights, rights to receive
dividends and rights to net assets upon dissolution.

c.

Weighted average number of shares used for calculation of basic and diluted
loss per share:

 

       June 30
      June 30

December 31

2025

2024

2024

Unaudited

Unaudited

Audited

62,826,357

55,106,807

55,117,182

The following table lists the number of share options and warrants and the
exercise prices of such during the current and prior reported period :

                                                                     Six months ended                                                                Year Ended

                                                                     June 30, 2025                                                                   December 31, 2024
                                                                     Unaudited                                                                       Audited
                                                                     Number of options and warrants                         Weighted average         Number of options                Weighted average

                                                                                                                            exercise price                                            exercise price
                                                                                         £                                                                                      £

 Share options & warrants outstanding beginning of period            7,584,014                                              0.156                    10,876,650                       0.166

 Options & Warrants exercised during the period                      -                                                      -                        (209,302)                        -
 Options & Warrants issued during the period (*)                     10,500,000                                             0.05
 Options & Warrants expired during the period                        (38,708)                                               0.125                    (3,083,334)                                                  0.18
 Share options & warrants outstanding at end of period               18,045,306                                             0.098                    7,584,014                        0.156

 Share options & warrants exercisable at end of period (**)          18,045,306                                             0.098                    7,584,014                        0.156

 

(*) In February 17, 2025 the Company completed a capital raising in a total
(gross) amount of £262,500, in which the Company issued to investors
10,500,000 shares of the Company and 10,500,000 warrants. The warrants are
convertible into shares of the Company in a ratio of 1:1 in exchange for
£0.05 per warrant for a period of 3 years from the date of their issuance.
The proceeds of the offering, net of issuance expenses, amounted to
approximately £253,375.

 

(**) In addition, the Group also has two convertible loans, which can be
converted as of June 30, 2025, into a maximum total amount of 117.1 million
shares.

T42 IOT TRACKING SOLUTIONS PLC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 

 NOTE 4 -                            FAIR VALUE OF THE FINANCIAL INSTRUMENTS

        The table hereunder presents a reconciliation from the opening balance to the
        closing balance of financial instruments carried at fair value level 3 of the
        fair value hierarchy:

                                  Anti-dilution and Conversion components

                                                                             Warrants     Total
   Balance as of January 1, 2025  204                                        34           238
   Additions during the year      -                                          -            -
   Finance income, net            (204)                                      (25)         (229)
   Conversions                    -                                          -            -
   Balance as of June 30, 2025    -                                          9            9

 

                                    Anti-dilution and Conversion components

                                                                               Warrants     Total
   Balance as of January 1, 2024    31                                         12           43
   Additions during the year        350                                        -            350
   Finance expenses, net            171                                        22           193
   Settlements                      (348)                                      -            (348)
   Conversions                      -                                          -            -
   Balance as of December 31, 2024  204                                        34           238

 

T42 IOT TRACKING SOLUTIONS PLC

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 

  NOTE 5 -        CONTROLLING SHAREHOLDERS AND RELATED PARTIES

           a.            Related parties that own the controlling shares in the Group are:
                         Mr. Avraham Hartmann who serves as a director and CEO (8.78%) and Mr. Uri
                         Hartmann, a son of Mr. Avi Hartmann, who serves as CTO (4.68%) .

         b.              Current debit (credit) balances:

                                                           June 30                                                            December 31
                                                           2025                             2024                              2024
                                                           Unaudited                        Unaudited                         Audited
                         Debit (Credit) balance:

                         Avi Hartmann                      (9)                              65                                36

                         Uri Hartmann                      (686)                            (550)                             (585)

                         Total Credit balance              (695)                            (485)                             (549)

                         Loans:

                         Uri Hartmann                      (243)                            (249)                             (221)

                         Total Loans                       (243)                            (249)                             (221)
                         Total balances, net               (938)                            (734)                             (770)

     c.   Transactions:                                                                     Six Months Ended                                        Year Ended

                                                                                            June 30                                                 December 31
                                                                                            2025                        2024                        2024
                                                                                            Unaudited                   Unaudited                   Audited
          Total salaries and related expenses for Mr. Avi Hartman and Mr. Uri Hartman,
          including car maintenance

                                                                                            221                         215                         426
          Salaries and related expenses for Mr. Igor Vatenmacher, including car
          maintenance (*)

                                                                                            59                          82                          171

          Total share-based payment expenses

                                                                                            -                           2                           4
          Non-executive directors' fees                                                     49                          48                          108
          Interest to related parties                                                       4                           5                           10

          (*)  Since May 2025 Mr. Igor Vatenmacher has been a non-executive director.

    Until this date he served as a CFO.

T42 IOT TRACKING SOLUTIONS PLC

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 

 

 NOTE 6 -   COST OF REVENUES
                                                   Six Months Ended                    Year Ended December 31

                                                   June 30
                                                   2025               2024             2024
                                                   Unaudited          Unaudited        Audited
           Purchases and manufacturing             891                653              1,687
           Communication Suppliers and Others      119                211              343
           Amortization                            91                 94               213
           Decrease in Inventory (*)               100                166              322
                                                   1,201              1,124            2,565

 

                            (*)  In 2025, the
Company wrote off inventories in the amount of $149k.

                                  The expense
was recognized in other expenses.

 

 

 NOTE 7 -   NET FINANCE INCOME (EXPENSES)

                                                               Six Months Ended                      Year Ended December 31

                                                               June 30
                                                               2025               2024               2024
                                                               Unaudited          Unaudited          Audited
           Exchange rate differences, net                      (466)              368                72
           Gain from modification of debt terms

                                                               -                  -                  190
           Changes in fair value of financial liabilities

                                                               229                (980)              (193)
           Bank charges                                        (26)               (16)               (37)
           Loans interest                                      (367)              (396)              (768)
           Interest to suppliers                               (36)               (70)               (71)
           Interest to related parties                         (4)                (5)                (10)
           Others                                              (24)               -                  (47)
           Net finance expenses                                (694)              (1,099)            (864)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

T42 IOT TRACKING SOLUTIONS PLC

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 

  NOTE 8 -   SEGMENTATION REPORTING

 

     The Group has two reportable segments: Hardware and SaaS, which form the
     Group's strategic business units.
     The accounting policy regarding segments reporting is as described in Note 25
     to the annual financial statement

 

                                                   Hardware      SaaS           Total
 Six months ended 30.06.2025: (Unaudited)
 Segment revenues                                  1,321         972            2,293
 Cost of revenues                                  (1,071)       (130)          (1,201)
 Gross profit                                      250           842            1,092

 six months ended 30.06.2024: (Unaudited)
 Segment revenues                                  1,031         1,008          2,039
 Cost of revenues                                  (912)         (212)          (1,124)
 Gross profit                                      119           796            915

 Year Ended 31.12.2024: (Audited)
 Segment revenues                                  2,036         2,122          4,158
 Cost of revenues                                  (2,182)       (383)          (2,565)
 Gross profit (Loss)                               (146)         1,739          1,593

 

T42 IOT TRACKING SOLUTIONS PLC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 

  NOTE 9 -                                SIGNIFICANT EVENTS AFTER THE REPORTED PERIOD

                                          1)   Further to notes 11 (a) to the annual financial statements, the

                                        Company, on 28 July 2025, signed a collaboration agreement with the lender,
                                          among alia, to extend the convertible loan period until December 10, 2027.
                                          There was no change in the other terms of the loan. The loan balance as of
                                          June 30, 2025 is $1.3 million.

                                          2)   Further to notes 11 (b) to the annual financial statements, the
                                          Company, on end of July 2025, signed an additional addendum, with the lenders
                                          as follows:

                                          (a)  As of June 30, 2025, the total amount of the principle together with the
                                          capitalized interest is $1,476,896 which will be repaid in 30 unequal monthly
                                          payments starting in July 2025 amounting $20,000-$75,000 per month.

                                          The total payments the company has committed to repay during the coming year
                                          and the year after is approximately $0.4$ million and $0.7 million,
                                          respectively.

                                          (b)  The convertible loan period will be extended till December 10, 2027.

                                          (c)  In the event that the Company fails to meet two consecutive repayments,
                                          then without derogating from any other remedy, lenders shall be entitled to
                                          60% of the Helios Saas sales revenue until repayments are resumed.

                                          (d)  To secure the lender's rights and in addition the existed securities,
                                          the company shall grant the lenders a second ranking fixed deposit over all
                                          its rights and assets - whether existing or future - in connection with its
                                          Helios division. The fixed charge will be subordinated only to a charge
                                          registered in favor of an Israeli bank, as described in notes 10 and 13(1),(2)
                                           to the annual financial statements. Registration of the charge with the
                                          relevant government authorities is one of the prerequisites for the agreements
                                          to enter into force.

                                          (e)  The company shall be intitled to enter into negotiations for sale of the
                                          Helios division provided that the proceeds from sale are sufficient to repay
                                          all the outstanding principal and interest.

                                          (f)  All other provisions of the convertible loan agreement and its addendum
                                          from February 2024 remain unchanged and in full force and effect.

                                          3)   On August 12, 2025, a monetary claim was filed in the Court against the
                                          T42 Israel by a former employee, alleging bodily injury in October 2018. The
                                          case has been referred to the t42 Israel's employers' liability insurer, which
                                          has assumed conduct of the defense while reviewing coverage and liability. The
                                          former employee estimates the damages she suffered from at 400 K Israeli
                                          shekels in addition to general damages and demands, among alia, adequate
                                          compensation for these damages. At this stage, and pending completion of the
                                          insurer's review, the company legal advisors are unable to assess the
                                          likelihood of the claim's success.

 

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