T42 IOT Tracking Sol - Interim Results

t42 IoT Tracking Solutions

30/09/2026 07:00

RNS Number : 8622W
  
T42 IOT Tracking Solutions PLC
  
30 September 2026
  
 



30 September 2026


 


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 2026.


 


Financial Highlights 


 




Revenue increased 51.4% to $3.48m (H1 2025: $2.29m), mainly due to increased demand for the Lokies product. 






Gross profit increased 11.2% to $1.21m (H1 2025: $1.09m), due to an increase in revenue.






The Company’s outstanding convertible loan notes subscribed by A-labs have been paid down by 33.45% since 30 June 2025, leaving $0.98m outstanding as at the date of this announcement. 






Cash and cash equivalents as of 30 June 2026 increased to $0.45m (30 June 2025: $0.21m).






Working capital (“WC”) improved significantly by $2.26m to a negative WC of $2.25m (30 June 2025: A negative WC of $4.51m).




 


Operational and Strategic Highlights 




Next-generation Lokies: The Company is developing an advanced new version of the Lokies smart lock, scheduled for launch in H2 2027. It is expected to represent a significant leap forward across all performance parameters compared with the current version.






New software launch and entry into the consumer (B2C) market: New Lokies software expected to be launched in the coming weeks, marking the first phase of the Company's strategy to enter the consumer market, which offers substantial growth potential.






Increased investment in innovation: R&D investment rose 53.5% to $0.19m (H1 2025: $0.13m), strengthening the Group's technological edge.




 


Avi Hartmann, CEO of t42, commented:


 


“I am delighted with our recent performance, achieving over 50% revenue growth against the prior year comparable period, driven by an 85% increase in hardware sales, a doubling of our cash position, and a substantially improved debt structure. With the next generation of Lokies scheduled for launch in H2 2027 and our imminent planned entry into the consumer market, we enter the next phase of our journey confident in our ability to accelerate growth and deliver lasting value to our shareholders.”


 


Contacts: 


 



t42 IoT Tracking Solutions Plc 


Michael Rosenberg, Chairman 


Avi Hartmann, CEO


 




 


07785 727595


+972 5477 35663




Strand Hanson Limited (Nominated Adviser and Financial Adviser and Broker) 


James Harris / Richard Johnson / Imogen Ellis 




 


 


020 7409 3494


 




Walbrook PR Ltd (Media & Investor Relations) 


Nick Rome / Marcus Ulker 


 


 




  Tel: +44 (0)20 7933 8780 


 or t42@walbrookpr.com 


 


 


 



The Interim Report will be made available to shareholders shortly and be available from the Company’s website at: www.t42.co.uk.






CHAIRMAN’S STATEMENT


 


The first half of 2026 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.


 


 


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 2026, sales rose sharply to 10,550 units, more than double the 5,000 units we sold in the corresponding period in 2025. This not only drives immediate hardware revenue but also lays the foundation for ongoing SaaS subscription income.


 


Accelerated Product Development – Expanding the Portfolio


 


The Company continued to invest in the development of its IoT platform and product portfolio, improving capabilities across hardware, firmware, software and customer applications.


 


During the period, t42 advanced the development of new Kylos solutions, including Kylos MC, a rechargeable tracking device with USB-C charging and built-in temperature and humidity sensors, and Kylos Label, a disposable tracking solution designed to provide simple and efficient real-time visibility for shipments, assets and goods in transit, particularly for one-time shipments, pilot projects and temporary logistics operations.


 


The Company also continued to enhance its existing solutions, including improvements to the t42 Online platform, device management, monitoring, reporting and system reliability. In addition, development progressed on the Lokies B2C mobile application, which is expected to be released during H2 2026, providing customers with improved access, monitoring and management capabilities for connected security devices.


 


These developments support t42’s strategy of delivering integrated IoT solutions for supply chains, logistics, fleet management and asset protection, while expanding opportunities for recurring software and connectivity revenues.


 


OUTLOOK


 


We closed the first half of 2026 with strong momentum, supported by major contracts, improved liquidity, an expanded product range approaching commercial launch, and 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.


 


The second half of the financial year has begun well, and we look forward to reporting further progress in the coming months. 


 


 


 


Michael Rosenberg OBE


Non-Executive Chairman


 


 




 


T42 IOT TRACKING SOLUTIONS PLC


 


 


UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 


JUNE 30, 2026


 


 


 


 


 


 


 




 


 


T42 IOT TRACKING SOLUTIONS PLC 


 


 


 


UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL 


STATEMENTS


 


JUNE 30, 2026


 


 


 


INDEX


 


 




 




 




 




 




UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:




PAGE




 




 




 




 




Independent Auditors’ report on review of interim financial information




7




 




 




 




 




 




 




 




 Interim Condensed Consolidated Statements of Financial Position 




8




 




 




 




 




 




 




 




 Interim Condensed Consolidated Statements of Comprehensive Loss




9




 




 




 




 




 




 




 




 Interim Condensed Consolidated Statements of Changes in Deficit 




10




 




 




 




 




 




 




 




 Interim Condensed Consolidated Statements of Cash Flows 




11




 




 




 




 




 




 




 




 Notes to the Interim Condensed Consolidated Financial Statements




12-19




 




 




 




 


 


 


 


 




 






 


 


                         


 


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, 2026 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 Group's business situation. As of June 30, 2026 the Group has accumulated losses of $19 million from operations since inception and has a working capital deficit of $2.25 million and loans totaling $2.8 million to be repaid or converted within the next 18 months.


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 for the foreseeable future. Based on these forecasts, the Company and its subsidiaries are expected to able to continue their operations and meet their existing and expected financial liabilities for next 12 months.


 


 




Shtainmetz Aminoach & Co.


Certified public accountants (Israel)


A member of UHY worldwide


                                                                                                                                                    Tel Aviv, 


                                                                                                                                                    September 29, 2026


 




 


 


 


 


T42 IOT TRACKING SOLUTIONS PLC 


INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


U.S. Dollars in thousands 


 




 




 




 June 30




 




December 31




 




Note




2026




 




2025




 




2025




 




 




Unaudited




 




Unaudited




 




Audited




ASSETS




 




 




 




 




 




 




NON-CURRENT ASSETS :




 




 




 




 




 




 




Properties, plant and equipment




 




230




 




301




 




254




Rights-of-use assets




 




749




 




919




 




840




Intangible assets




 




518




 




669




 




591




Trade receivables 




 




-




 




72




 




18




Bank deposit




 




-




 




10




 




10




Total Non-Current Assets




 




1,497




 




1,971




 




1,713




 


CURRENT ASSETS :




 




 




 




 




 




 




Cash and cash equivalents 




 




454




 




207




 




571




Trade receivables




 




451




 




649




 




585




Other accounts receivable




 




102




 




235




 




88




Inventory




 




458




 




868




 




856




Total Current Assets




 




1,465




 




1,959




 




2,100




 




 




 




 




 




 




 




 




 




 




 




 




 




 




TOTAL ASSETS




 




2,962




 




3,930




 




3,813




 




 




 




 




 




 




 




DEFICIT AND LIABILITIES 




 




 




 




 




 




 




DEFICIT




 




(3,132)




 




(3,254)




 




(2,939)




 




 




 




 




 




 




 




NON-CURRENT LIABILITIES:




 




 




 




 




 




 




Leasehold liabilities




 




713




 




717




 




715




Amortized cost of loans




4




1,670




 




-




 




2,059




Total Non-Current Liabilities




 




2,383




 




717




 




2,774




 




 




 




 




 




 




 




CURRENT LIABILITIES:




 




 




 




 




 




 




Short-term bank credit 




 




52




 




70




 




94




Current maturities of long-term bank loans 




 




-




 




55




 




15




Trade payables




 




313




 




799




 




726




Other accounts payable




 




811




 




1,248




 




1,032




Current maturities of leasehold liabilities 




 




160




 




209




 




187




Financial liabilities in fair value




4




291




 




9




 




249




Current maturities of amortized cost of loans




 




930




 




3,139




 




666




Related parties




5




1,154




 




938




 




1,009




Total Current Liabilities




 




3,711




 




6,467




 




3,978




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




TOTAL DEFICIT AND LIABILITIES 




2,962




 




3,930




 




3,813   




 


     


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


 


 




September 29, 2026




 




 




 




 




Date of Approval


of the Financial Statements




 




Aviran Sabag 
CFO




 




Avi Hartmann


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




 




2026




 




2025




 




2025




 




 




 




Unaudited




 




Unaudited




 




Audited




 




 




 




 




 




 




 




 




Revenues




 




 




3,471




 




2,293




 




6,100




 




 




 




 




 




 




 




 




Cost of revenues




6




 




(2,257)




 




(1,201)




 




(3,276)




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




Gross profit




 




 




1,214




 




1,092




 




2,824




 




 




 




 




 




 




 




 




Operating expenses:




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




      Research and development




 




 




(195)




 




(127)




 




(349)




 




 




 




 




 




 




 




 




      Sales and marketing




 




 




(210)




 




(192)




 




(389)




 




 




 




 




 




 




 




 




      General and administrative expenses




 




 




(1,311)




 




(918)




 




(1,722)




 




 




 




 




 




 




 




 




      Other income (expenses), net




 




 




44




 




(52)




 




8




 




 




 




(1,672)




 




(1,289)




 




(2,452)




 




 




 




 




 




 




 




 




Operating profit (loss)




 




 




(458)




 




(197)




 




372




 




 




 




 




 




 




 




 




Finance income




 




 




1




 




229




 




325




 




 




 




 




 




 




 




 




Finance expenses




 




 




(431)




 




(923)




 




(1,273)




 




 




 




 




 




 




 




 




Net finance Income (expenses)




7




 




(430)




 




(694)




 




(948)




 




 




 




 




 




 




 




 




 


   Total comprehensive loss for the year




 




 




(888)




 




(891)




 




(576)




   Loss per share:




 




 




 




 




 




 




 




   Basic and diluted loss per share (in dollars)




3




 




(0.012)




 




(0.014)




 




(0.009)




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




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 


 




 




 


Share 


Capital *




 




Premium on Shares




 




 




Capital Reserve 




 




 Reserve from Share-Based Payments 




 




Accumulated Loss




 




 


 




 


Total




 




 




 




 




(Unaudited)




 




 




 




 




 




 




 




 




 




 




 




 




 




Balance as of January 1, 2026




-




 




13,862




 




 




89




 




1,258




 




(18,148)




 




 




(2,939)




Issuance of share capital  (1)




-




 




203




 




 




-




 




-




 




-




 




 




203




Share-based payment (2)




-




 




-




 




 




-




 




492




 




-




 




 




492




Comprehensive loss for the period




-




 




-




 




 




-




 




-




 




(888)




 




 




(888)




Balance as of June 30, 2026




-




 




14,065




 




 




89




 




1,750




 




(19,036)




 




 




(3,132)





      See note 5(h)


      See note 5(d,e,f, i)





 


 


 


 




 




 




 




 




 




 




 




 




 




 




 




 




(Unaudited)




 




 




 




 




 




 




 




 




 




 




 




 




 




Balance as of January 1, 2025




-




 




13,543




 




 




89




 




1,258




 




(17,572)




 




 




(2,682)




Issuance of share capital, net of expenses




          -




 




319




 




 




-




 




-




 




                 -




 




 




319




Comprehensive loss for the period




-




 




-




 




 




-




 




-




 




(891)




 




 




(891)




Balance as of June 30, 2025




-




 




13,862




 




 




89




 




1,258




 




(18,463)




 




 




(3,254)




 




 




 




 




 




 




 




 




 




 




 




 




 




 




(Audited)




 




 




 




 




 




 




 




 




 




 




 




 




 




Balance as of January 1, 2025




-




 




13,543




 




 




89




 




1,258




 




(17,572)




 




 




(2,682)




Issuance of share capital, net of expenses




-




 




319




 




 




-




 




-




 




-




 




 




319




Comprehensive loss for the year




-




 




-




 




 




-




 




-




 




(576)




 




 




(576)




Balance as of December 31, 2025




-




 




13,862




 




 




89




 




1,258




 




(18,148)




 




 




(2,939)




 


              * 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


June 30 




 




Year Ended December 31




 




 




2026




 




2025




 




2025




CASH FLOWS FROM OPERATING ACTIVITIES:




 




Unaudited




 




Unaudited




 




Audited




 


Loss for the year




 




(888)




 




(891)




 




(576)




 


Adjustments for:




 




 




 




 




 




 




Depreciation and amortization




 




198




 




232




 




466




Financial expense, changes in fair value of financial liabilities      and exchange rate differences, net 




 




230




 




418




 




420




Share-based payment expenses




 




492




 




-




 




-




Gain from modification of debt terms




 




-




 




-




 




-




Intangible assets impairment




 




-




 




-




 




-




 


Changes in assets and liabilities:




 




 




 




 




 




 




Decrease in inventory




 




398




 




249




 




261




Decrease in trade receivables




 




152




 




155




 




273




Increase in other receivables




 




(15)




 




(149)




 




(2)




Decrease in trade payables




 




(197)




 




(308)




 




(380)




Increase (Decrease) in other accounts payable




 




(221)




 




179




 




(38)




 




 




 




 




 




 




 




Net cash provided by (used in) operating activities




 




149




 




(115)




 




424




 




 




 




 




 




 




 




CASH FLOWS FOR INVESTING ACTIVITIES:


 




 




 




 




 




 




 




Purchases of property and equipment




 




-




 




(1)




 




(1)




Decrease (Increase) in deposits




 




10




 




-




 




-




 




 




 




 




 




 




 




Net cash provided by (used in) investing activities




 




10




 




(1)




 




(1)




 




 




 




 




 




 




 




CASH FLOWS FOR FINANCING ACTIVITIES:


 




 




 




 




 




 




 




Increase (Decrease) in short-term bank credit, net




 




(42)




 




(3)




 




26




Proceeds from related parties, net 




 




28




 




27




 




51




Payment of leasehold liability




 




(115)




 




(107(




 




(210)




Repayment of loans




 




(147)




 




(60)




 




(185)




Consideration of the issue of shares, net




 




-




 




319




 




319




 




 




 




 




 




 




 




Net cash provided by (used in) financing activities  




 




(276)




 




176




 




1




 




 




 




 




 




 




 




Increase (Decrease) in cash and cash equivalents




 




(117)




 




60




 




424




Cash and cash equivalents at the beginning of the period




 




571




 




147




 




147




Cash and cash equivalents at the end of the period




 




454




 




207




 




571




 




 




 




 




 




 




 




Additional Information




 




 




 




 




 




 




Interest paid during the period




 




165




 




148




 




358




 


 


 


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




 




 





  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 to 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.


 
















 




 





  Company’s financial position:





 




 




 




 


 


 


 


 




As of June 30, 2026, the Company has a deficit in capital and working capital amounting to approximately $3.13 million and $2.25 million, respectively. In addition, during the 6-month period ended June 30, 2026, the Company incurred an operating loss in the amount of $0.46 million.


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


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







 




2026




 




2025




 




2025







Exchange rate of NIS in U.S. $




0.336




 




0.297




 




0.313







Exchange rate of GBP in U.S. $ 




1.323




 




1.371




 




1.345







 




 




 




 




 




 







 




 


Six Months Ended June 30




 




Year Ended December 31







 




2026




 




2025




 




2025







Change in Exchange Rate of U.S. $ 




7.35%




 




8.39%




 




14.23%







Change in Exchange Rate of GBP 




(1.64)%




 




9.33%




 




7.26%

























 


 


 


 


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


 




 


 


 


 


 


 


 


 


b.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


c.




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, 2025 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, 2025 are applied consistently in these interim consolidated financial statements.


 


New standard yet adopted


 


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


 




 




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                                   June 30




 




December 31




 




2026




 




2025




 




2025




 




Unaudited




 




Unaudited




 




Audited




 




73,155,753




 




65,626,357




 




65,626,357




 









 




 


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                              June 30




 




December 31




 




 




 




 




2026




 




2025




 




2025




 




 




 




 




Unaudited




 




Unaudited




 




Audited




 




 




 




 




72,821,113




 




62,826,357




 




64,241,742




 


































 


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 


June 30, 2026




 




Year Ended 


December 31, 2025




 




 




Unaudited




 




Audited




 




 




Number of options and warrants




 




Weighted average


exercise price




 




Number of options




 




Weighted average


exercise price




 




 




                    £           




 




                           £




 




 




 




 




 




 




 




 




 




Share options & warrants outstanding beginning of period




 




17,970,806




 




0.097




 




7,584,014




 




0.156




 




 




 




 




 




 




 




 




 




Options & Warrants exercised during the period




 




-




 




-




 




-




 




-




Options & Warrants issued during the period (1)




 




1,550,000




 




0.0275




 




10,500,000




 




0.05




Options & Warrants expired during the period




 




-




 




-




 




(113,208)




 




0.10




Share options & warrants outstanding at end of period




 




19,520,806




 




 




 




17,970,806




 




 




 




 




 




 




 




 




 




 




 




Share options & warrants exercisable at end of period (2)




 




17,970,806




 




0.097




 




17,970,806




 




0.097




 


(1) See note 5(i)


(2) In addition, the Group also has two convertible loans, which can be converted as of June 30, 2026, into a maximum total amount of 95.6 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, 2026




221




 




28




 




249







 




Finance expenses (income), net




23




 




19




 




42







 




Balance as of June 30, 2026




244




 




47




 




291








































 




 




 




Anti-dilution and Conversion components




 




 


 


Warrants




 




 


 


Total




 




Balance as of January 1, 2025




204




 




34




 




238




 




Finance income, net




(204)




 




(25)




 




(229)




 




Balance as of June 30, 2025




-




 




9




 




9




 




 




 




Anti-dilution and Conversion components




 




 


 


Warrants




 




 


 


Total




 




Balance as of January 1, 2025




204




 




34




 




238




 




Additions during the year




336




 




-




 




336




 




Finance expenses (income), net




(319)




 




(6)




 




(325)




 




Balance as of December 31, 2025




221




 




28




 




249




 


 


The fair value of warrants was measured using the Black-Scholes model. The valuation as of June 30, 2026 was based on expected volatility of approximately 91% and a risk-free interest rate of approximately 4.1%.


 


The fair value of the anti-dilution and conversion component of the convertible loans was estimated using the residual value approach, under which the component's value approximates the loan amount less the fair value of the liability component.


 


T42 IOT TRACKING SOLUTIONS PLC 


NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


U.S. Dollars in thousands 


 




NOTE 5 -




 RELATED PARTIES


 













  a.




Mr. Avraham Hartmann who serves as a director and CEO and Mr. Uri Hartmann, a son of Mr. Avi Hartmann, who serves as non-Board CTO hold 6.07% and 4.20% of Company issued shares, respectively.  







 




 







b.




Current debit (credit) balances:




 


June 30




 




 


December 31
















 




2026




 




2025




 




2025
















 




Unaudited




 




Unaudited




 




Audited
















Debit (Credit) balance:


Avi Hartmann


Uri Hartmann


 




 


(37)


(833)




 




 


(9)


(686)




 


           




 


(10)


(744)


 
















Total Credit balance (1)




(870)




 




(695)




 




(754)
















Loans:


Uri Hartmann


 




 


(284)




 




 


(243)




 


          




 


(255)


 
















Total Loans




(284)




 




(243)




 




(255)
















Total balances, net




(1,154)




 




(938)




 




(1,009)
















(1) The effect of exchange rate changes on balances during the reporting period increased balances by $106K.
















 




 




 




 




 




 
















































 


c.




 


Transactions with related parties:




 


Six Months Ended 


June 30




 




 


Year Ended 


December 31










 




2026




 




2025




 




2025










 




Unaudited




 




Unaudited




 




Audited










Total salaries and related expenses for Mr. Avi Hartmann and Mr. Uri Hartmann, including car maintenance and bonuses (1)


 




 


 


 


744




 




 


 


 


221




 




 


 


 


463










Salaries and related expenses for Mr. Igor Vatenmacher, including car maintenance (2)


 




 


 


5


 




 




 


 


59


 




 




 


 


84










Total share-based payment expenses




 


11




 




 


-




 




 


-










Payment to Mr. Avi Hartmann's son for website maintenance 




 


12




 




 


-




 




 


-










Other Non-executive directors’ fees 




54




 




49




 




100










Interest to related parties




11




 




4




 




9




 




 


 


 





    The amount includes bonus expenses of $428K$ and 50K$ for Mr. Avi Hartmann and Mr. Uri Hartmann, respectively.


    Since May 2025, Mr. Igor Vatenmacher has been a non-executive director. Until this date, he served as CFO. 





























T42 IOT TRACKING SOLUTIONS PLC 


NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


U.S. Dollars in thousands


 




 NOTE 5 -




 RELATED PARTIES (cont.)


 










  d.




At the Company’s AGM on June 11, 2026, shareholders approved certain matters in relation to director remuneration. 


 


Per the AGM approval, Mr. Avi Hartmann is entitled to a basic monthly salary of $18k, alongside benefits that include a company vehicle ($3.3k), a meal allowance ($1.3k), a mobile phone, statutory pension contributions, and an advanced study fund (Keren Hishtalmut). Mr. Hartmann is also entitled to 24 days of annual leave and the reimbursement of reasonable business expenses incurred in the performance of his duties.


Subject to continued revenue growth and positive Group EBITDA for the first half of 2026 as confirmed in writing following review by the Group’s external auditors, his basic monthly salary will increase to $21.7k, effective September 1, 2026. Mr. Hartmann is also eligible for an EBITDA-linked annual bonus capped at $250k. The bonus is payable either in cash or through conversion into Company shares, at the sole and absolute discretion of the Remuneration Committee. The share conversion price is determined based on the average share price between the publication date of the annual consolidated financial statements and the actual share issuance date. Since the Company has no contractual obligation to settle the bonuses in cash, and the choice of settlement mechanism rests entirely with the Remuneration Committee, the bonus was recorded in the financial statement as an equity-settled share-based payment transaction.


 


Under his new employment agreement, Mr. Hartmann's employment with the Company shall commences on January 1, 2026, and shall continue until his employment agreement is terminated in accordance with its provisions, but not prior to December 31, 2030.


 







  e.




Per the AGM approval, Mr. Avi Hartmann was granted a one-time bonus of $350k in recognition   his maintenance of ongoing client and supplier relationships and that Mr Hartmann has not received any increase in remuneration or bonus since the Company’s IPO in 2013. The bonus is payable in two tranches: $250k by 31 December 2026 and $100k by 31 December 2027. Payment will be made in cash or, at the election of the independent directors (excluding Mr. Hartmann), through the issuance of new ordinary shares in the Company. Any such shares will be priced by reference to the 5-day average share price prior to issuance and allotted no later than three months following the relevant tranche payment date. The bonus was recorded in the financial statement as an equity-settled share-based payment transaction.


 







  f.




Per the AGM approval, Mr. Uri Hartmann is entitled to a basic monthly salary of $15k, alongside benefits that include a company vehicle ($3.3k), meal allowance ($1.3k), a mobile phone, statutory pension contributions, and an advanced study fund (Keren Hishtalmut). He is also entitled to 24 days of annual leave and the reimbursement of reasonable business expenses incurred in the performance of his duties.


Subject to continued revenue growth and positive Group EBITDA for the first half of 2026 as confirmed in writing following review by the Group’s external auditors, the basic monthly salary will increase to $18k, effective September 1, 2026. Mr. Hartmann is also eligible for annual bonus of $100k, subject to achieving performance objectives defined in advance. The settlement mechanism of Mr. Uri Hartmann's bonus is identical to that of Mr. Avi Hartmann; therefore, it was recorded in the financial statement as an equity-settled share-based payment.


 


Under his new employment agreement, Mr. Hartmann's employment with the Company shall commence on January 1, 2026, and shall continue until his employment agreement is terminated in accordance with its provisions, but not prior to December 31, 2030.



















T42 IOT TRACKING SOLUTIONS PLC 


NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


U.S. Dollars in thousands


 




 NOTE 5 -




 RELATED PARTIES (cont.)


 










  g.




Per the AGM approval, the interest rate on the outstanding loan from Mr. Uri Hartmann will increase from 4% to 8% per annum. As of January 1, 2026, the outstanding loan balance was $256k.


 







  h.




Following the approval of resolutions at the Annual General Meeting held on 5 January 2026 regarding conversion of outstanding remuneration owed to the Chairman and Mr. Martin Blair, Non-Executive Director, the Company issued 4,003,925 and 3,525,471 new ordinary shares to Mr. Rosenberg and Mr. Blair, respectively, on 9 January 2026.


 


The shares were issued in lieu of a portion (approximately 76%) of their accrued remuneration, calculated at a price representing a premium of approximately 10% to the closing price of t42 ordinary shares on the trading day prior to the agreement, utilising the Company’s existing allotment authorities.


 


Following this issuance, Mr. Rosenberg’s total holding increased to 6,561,294 ordinary shares and Mr. Blair’s holding increased to 4,093,892 ordinary shares, representing 9.0% and 5.6%, respectively, of the Company’s enlarged issued share capital. 


 







  i.




Following shareholder approvals at the AGMs in January and June 2026, the Company granted options Company ("Options") to the following Directors and PDMRs:


 




 Name




Quantity




Exercise price




Vesting Period




A. Hartmann (CEO)




250,000 




2.5p




12 months




A. Hartmann




250,000 




3.0p




2 years, equally




A. Hartmann




250,000 




4.0p




3 years, equally




U. Hartmann (CTO)




200,000 




2.5p




12 months




M. Rosenberg (Director)




75,000 




2.5p




12 months




M. Blair (Director)




75,000 




2.5p




12 months 




A. Sabag (CFO)




150,000




2.5p




2 years, equally












 






I. Vatenmacher (Director)




150,000 




4.5p




12 months




A. Sabag 




150,000




4.0p




2 years, equally












 




 


The fair value of the benefit associated with the grant of options amounted to $47K on the grant date and was estimated using the Black-Scholes model. The value of the benefit will be recognized as expense over the vesting Period of the options.


 



















 


 


 




 


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 


June 30




 




Year Ended December 31







 




 




2026




 




2025




 




2025







 




 




Unaudited




 




Unaudited




 




Audited







Purchases and manufacturing




1,584




 




891




 




2,789







Communication Suppliers and Others




202




 




119




 




207







Amortization




73




 




91




 




168







Decrease in Inventory (*)




398




 




100




 




112







 




2,257




 




1,201




 




3,276




























 


 


(*) In H1 2026, the Company wrote off slow-moving inventories in an amount of $185K.


 




NOTE 7 -




 NET FINANCE INCOME (EXPENSES)


 










 




 




Six Months Ended 


June 30




 




Year Ended December 31







 




 




2026




 




2025




 




2025







 




 




Unaudited




 




Unaudited




 




Audited







Exchange rate differences, net




(179)




 




(466)




 




(593)







Changes in fair value of financial liabilities




 


(42)




 




 


229




 




 


325







Bank charges




(24)




 




(26)




 




(58)







Loans interest




(155)




 




(367)




 




(541)







Interest to suppliers




-




 




(36)




 




(37)







Interest to related parties




(11)




 




(4)




 




(9)







Others, net




(19)




 




(24)




 




(35)







Net finance expenses




(430)




 




(694)




 




(948)




























 


 


 




 


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 30.06.2026: (Unaudited)




 




 




 




 




 




 




 




 




Segment revenues




 




 




2,448




 




1,023




 




 




3,471




Cost of revenues




 




 




(2,147)




 




(110)




 




 




(2,257)




Gross profit 




 




 




301




 




913




 




 




1,214




 




 




 




 




 




 




 




 




 




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




 




 




 




 




 




 




 




 




 




Year Ended 31.12.2025: (Audited)




 




 




 




 




 




 




 




 




Segment revenues




 




 




4,060




 




2,040




 




 




6,100




Cost of revenues




 




 




(3,035)




 




(241)




 




 




(3,276)




Gross profit (Loss)




 




 




1,025




 




1,799




 




 




2,824




 


 




 




 




 




 




 




 




 




 




 




  NOTE 9 -




    SIGNIFICANT EVENTS AFTER THE REPORTED PERIOD


 


    There were no significant events after the reporting period.




 



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