REG - Tracsis PLC - Final Results
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RNS Number : 2667I Tracsis PLC 20 November 2025
Tracsis plc
('Tracsis', 'the Company' or 'the Group')
Audited results for the year ended 31 July 2025
Improved H2 trading performance, with continued growth in annual recurring
revenue
Tracsis plc (LSE: TRCS), a leading transport technology provider, is pleased
to announce its audited final results for the year ended 31 July 2025.
Financial Highlights:
Financial Results (£m) 2025 2024
Revenue 81.9 81.0 +1%
Adjusted EBITDA * 12.6 12.8 -1%
Adjusted EBITDA * % 15.4% 15.7% -39bps
Cash 23.4 19.8
Adjusted diluted earnings per share * 24.8p 25.1p -1%
Statutory Results
Operating profit 1.0 1.0 +4%
Profit before tax 1.6 1.0 +60%
Basic earnings per share 1.7p 1.6p +6%
Final dividend per share 1.4p 1.3p +8%
Total dividend per share 2.6p 2.4p +8%
· Performance in line with revised guidance announced on 24 April
2025
· Improved H2 trading performance including recovery of Traffic
Data and Events profitability
· Like-for-like revenue up 3% excluding Transport Consultancy
revenue no longer pursued(1)
o Rail Technology & Services revenue up 1% despite continued Network Rail
Control Period 7 ("CP7") funding constraints reducing UK Remote Condition
Monitoring ("RCM") hardware revenue by 42%, offset with growth across all
other UK product categories
o Data, Analytics, Consultancy & Events like-for-like revenue(1) up 5%
· Adjusted EBITDA broadly consistent with FY24 as Rail Technology
& Services growth offset CP7 headwinds; consistent performance in Data,
Analytics, Consultancy & Events
· Healthy cash generation and strong balance sheet to invest in
growth
· £3m share buyback programme completed with progressive dividend
maintained
· £2.4m of exceptional costs (FY24: £3.0m) including completion
of Group operating model transformation
Strategic Highlights:
· Recurring revenue growth:
o Rail Technology & Services recurring licence revenue(2) up 6% to £23.2m
(FY24: £21.8m)
o Consumer-driven Pay-As-You-Go ("PAYG") and delay repay transactional
revenue(3) up 17% to £4.1m (FY24: £3.5m)
· Multi-year contract wins support future revenue growth:
o Ongoing delivery of FY25 wins including Tap Converter contract with Rail
Delivery Group and RailHub development with Network Rail
o Post year-end award of multi-year GeoIntelligence contract with the UK
government, underpinning FY26 growth for the Data, Analytics, Consultancy
& Events Division
· Good progress in executing our strategy to deliver sustainable,
long-term growth:
o Rail Technology & Services unified under one global leadership team and
delivery model, improving execution and scalability
o Investment initiated post year-end in next generation Operations &
Planning software platform to maintain market-leading UK position and support
international expansion
o Continue to evaluate M&A opportunities in line with disciplined criteria
Current Trading and Outlook:
· Q1 trading in line with expectations and the Board expects to
deliver adjusted EBITDA in line with market expectations for the full year(4)
· Well positioned to benefit from long-term structural trends,
despite ongoing UK Rail market headwinds
· Focus remains on growing recurring software licence and
consumer-driven transactional revenues whilst continuing to diversify
internationally
David Frost, Chief Executive Officer, commented:
"The Group has delivered full year performance in line with revised guidance,
with an improved trading result in the second half of the year. That reflects
the capability, determination and professionalism of our people and I want to
thank everyone across Tracsis for their contribution.
Although parts of the UK rail market remain challenged by funding and
procurement timing, our focus is on what we can control. During the year we
grew recurring revenue, and we have successfully secured new multi-year
contracts in both Divisions. In the second half of the year we delivered
improved profitability in Traffic Data and Events. As a result, we end the
year with stronger momentum and a more resilient platform.
Entering FY26, I am pleased with how we are delivering on commitments and
executing to plan in our core markets while making progress in positioning the
business for scalable, long-term growth.
Unifying our Rail Technology & Services operations under one global
leadership team is a major step forward and will enable smoother and more
consistent delivery as we grow. At the same time, we have started the
investment in our next generation Operations & Planning software platform
to reinforce our UK market leadership and create a more scalable foundation
with greater optionality for international expansion.
With a strong balance sheet and healthy cash flow, we are well positioned to
invest with discipline, grow our higher-margin recurring revenue, and pursue
M&A opportunities both in rail and in attractive adjacencies that
accelerate growth and further strengthen our strategic position. There is more
to do, but the fundamentals of the business are strong and the opportunity
ahead of us is significant."
Presentation and Overview videos
Tracsis is hosting an online presentation open to all investors on Friday 21
November 2025 at 1.00pm UK time. Anyone wishing to connect should register
here (https://www.engageinvestor.com/event/68ad9002dee5139143bd53db)
A video overview of the results featuring CEO David Frost and CFO Andy Kelly
is available to view here
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fvimeo.com%2F1138602076%2F3f1c93855d%3Fshare%3Dcopy%26fl%3Dsv%26fe%3Dci&data=05%7C02%7CAndrew.Kelly%40tracsis.com%7C3c5088dc69bb4f90b5c808de2794be63%7C6b98f2667d234d0a8b8a7e4cf7fded86%7C0%7C0%7C638991717014717813%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C4000%7C%7C%7C&sdata=jUiYoYYyexSYBJ6HfxLhWbJGYLw3wd%2BLsrZuHtzm0qM%3D&reserved=0)
Enquiries
Tracsis plc +44 (0)845 125 9162
David Frost, CEO
Andy Kelly, CFO
Berenberg (Nominated Adviser, Corporate Broker & Financial Adviser) +44 (0)20 3207 7800
Mark Whitmore / Richard Andrews / Ryan Mahnke
James Thompson (QE)
Alma Strategic Communications +44 (0)20 3405 0205
David Ison / Rebecca Sanders-Hewett / Joe Pederzolli / Sarah Peters
tracsis@almastrategic.com (mailto:tracsis@almastrategic.com)
The information communicated in this announcement is inside information for
the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
* In addition to statutory reporting, Tracsis plc reports alternative
performance measures ("APMs") which are not defined or specified under the
requirements of International Financial Reporting Standards ("IFRS"). These
metrics adjust for certain items which impact upon IFRS measures, to aid the
user in understanding the activity taking place across the Group's businesses.
APMs are used by the Directors and management for performance analysis,
planning, reporting and incentive purposes. A summary of APMs used and their
closest equivalent statutory measures is given in note 10.
(1) Excluding revenue from Transport Consultancy activities no longer being
pursued (FY25: £0.2m, FY24: £1.6m)
(2) Revenue from software licences where the product has been deployed with
the end customer. Includes annual renewals and multi-year contracts
(3) Revenue from processing consumer PAYG smart ticketing and delay repay
transactions
(4) The Company is aware of four analysts publishing independent research. The
Company compiled analyst expectations for the year ended 31 July 2026 is for a
mean adjusted EBITDA of £13.3m, with a range from £13.0m to £13.8m.
Management Overview
Summary
Improved H2 trading performance
· H2 FY25 trading performance improved versus prior periods,
reflecting strong fundamentals and actions taken to address lower H1 FY25
profitability in Traffic Data and Events. H2 FY25 adjusted EBITDA margin of
19.2% was 331 bps higher than H2 FY24 and 878 bps higher than H1 FY25
· Growth in all UK Rail Technology product categories except RCM,
which continues to be impacted by CP7 funding levels
· Healthy cash generation underpinned by recurring and repeat
revenues in both divisions
Growth in recurring revenue supported by multi-year contract wins
· Recurring software licence revenue increased by 6% to £23.2m
(FY24: £21.8m), driven by UK growth including two successful TRACS Enterprise
deployments
· Consumer-driven transaction revenue increased by 17% to £4.1m
(FY24: £3.5m) following FY24 PAYG and delay repay deployments
· Delivery is progressing on multi-year contracts won in the year
including Tap Converter with the Rail Delivery Group, embedding Tracsis'
ticketing technology as the back-office solution for a UK rollout of PAYG on
the National Rail network. Development work is ongoing with deployment to
customers expected to start in 2026
· Post year-end award of multi-year GeoIntelligence contract to
support future revenue growth. The contract is for an initial 5 years with the
option to extend for a further 5 years, and has a total maximum revenue value
in excess of £9m over the 10-year term
North America positioned for long-term opportunity
· Healthy pipeline of Train Dispatch opportunities across
passenger, freight and industrial operators, though timelines remain subject
to evolving customer requirements
· Cost base further streamlined while maintaining commercial and
delivery capability
· Positive long-term outlook supported by industry demand for new
technology providers
Progress in laying the foundations for future growth
· Transformation of the Group's Rail Technology & Services
operating model completed. All global Rail Technology & Services
activities are now being led by a single management team under a common global
delivery model, enabling more consistent execution
· Investment initiated in next generation Operations & Planning
software platform, developing a modular SaaS-native scalable product platform
to reinforce UK market leadership and support targeted international expansion
· £35m revolving credit facility established to provide additional
financing headroom, flexibility and strategic optionality
Outlook
UK rail market headwinds likely to persist throughout FY26
· CP7 funding remains constrained, with RCM hardware volumes
continuing at lower than historical levels. Volumes are expected to increase
as CP7 progresses and larger infrastructure projects are approved, though
timings remain uncertain
· While Tracsis' products and services are well aligned with the UK
government's strategic plans for the future of UK Rail, the proposed
renationalisation of Train Operating Companies ("TOC's"), alongside the
creation of Great British Railways, is driving extended procurement timelines
· The Group has an installed base generating significant recurring
revenues. These have been unaffected by near-term headwinds, with FY25
renewals secured in line with expectations, including multi-year agreements
· Smart ticketing activity has also been unaffected. Tap Converter
is progressing and Tracsis is participating in the Rail Delivery Group digital
pay-as-you-go ("DPAYG") trials that are now underway, utilising its Hopsta
platform on the Northern Rail network between Harrogate and Leeds
FY26 expectations are unchanged
· The Board expects FY26 performance to be in line with market
expectations, supported by:
o Recurring revenues from its large installed base
o Consumer-driven transactional revenues at a similar level to FY25
o A significant confirmed orderbook
o Expected run rate activity and pipeline conversion consistent with FY25
o A pipeline of rail technology opportunities, though procurement timelines
remain protracted
Growth Strategy
A clear purpose and favourable long-term macro trends
· Our purpose is to make transport work - safely, efficiently and
sustainably
· Strong, enduring market drivers in the UK, North America and
other international markets as transport industries seek digital solutions
that improve efficiency, performance, productivity and safety
· Well differentiated market position with proven technology, deep
sector expertise, and a track record as a trusted partner to transport
operators, infrastructure providers and government agencies
A plan for growth transformation
· Successful organisational transformation over the past two years
has strengthened the Group's resilience, improved revenue quality and enhanced
its ability to secure strategic, multi-year contracts
· Pivoting to a technology product business delivering scalable,
SaaS-native application software platforms for UK and international markets
through a global delivery model, with targeted investment in skills and
capabilities
· Recurring revenue focus: prioritising growth in software licence
and consumer-driven transactional revenue to drive margin accretion and
continued strong cashflow
Four growth vectors to scale the business
1. Core Market Growth
· Deepen engagement with core transport customers by expanding SaaS
solutions, cross-selling and embedding Tracsis platforms into end-to-end
operations
· Capture rail digitalisation including smart ticketing, timetable
optimisation, crew and rolling stock scheduling, safety platforms and
predictive analytics
2. Technology Investment
· Consolidate product portfolio into modular SaaS-native platforms
to enable faster, lower-cost deployment especially into international markets
· Execute market-led product roadmaps supported by a common
software architecture to accelerate new product development and
commercialisation
3. Extend Market Opportunity
· Expand geographically, leveraging UK leadership and reputation to
scale in North America and select other countries where Tracsis has a clear
product-market fit and strong line-of-sight to success
· Enter adjacent transport technology markets in smart
infrastructure, multi-modal travel and digital ticketing
· Expand in high-growth markets with demand for smart mobility and
digital infrastructure
4. Inorganic Growth
· Accelerate growth through disciplined M&A to build out the
technology stack and address attractive transport market applications in the
UK and internationally, supplementing organic growth
Capital allocation to deliver long-term shareholder value
The Group's cash balance, robust fundamentals and healthy cash generation
position it well to continue to invest in growth. We will allocate capital in
line with our growth strategy, with a clear focus on growing high margin
recurring revenues:
1. Organic Growth
· Capex and working capital to support operational delivery
· Product development to consolidate our portfolio into modular
application software platforms and to access international markets
· Investment in our people
2. M&A
· Disciplined criteria focused on recurring revenue growth,
earnings accretion and cash generation
· Integration of acquisitions into the Group's global delivery
model
· Ongoing portfolio discipline to focus on core activities
3. Returns to Shareholders
· Maintain progressive dividend
Financial Overview
Trading Performance
Total Group revenue of £81.9m was 1% (£0.9m) higher than the prior year
(FY24: £81.0m). After adjusting for non-repeating revenue from the Transport
Consultancy activities no longer being pursued as previously announced,
revenue on a like-for-like basis(1) was 3% (£2.2m) higher than the prior
period. Rail Technology & Services revenue increased by 1% (£0.3m) and
Data, Analytics, Consultancy & Events revenue increased by 5% (£1.9m) on
a like-for-like basis.
Adjusted EBITDA of £12.6m was 1% (£0.2m) lower than in the prior year (FY24:
£12.8m), with an adjusted EBITDA margin of 15.4% vs 15.7% in FY24. The
Group's EBITDA performance was impacted by Network Rail CP7 funding
constraints that resulted in a 42% reduction in UK RCM hardware revenue. This
was largely offset by healthy profit growth elsewhere in the Rail Technology
& Services Division, which is benefiting from transformation actions taken
to streamline this business.
Profit before tax of £1.6m was 60% (£0.6m) higher than prior year (FY24:
£1.0m), despite the £0.2m decrease in adjusted EBITDA outlined above. This
reflects the following items:
· £2.5m depreciation charge at a similar level to the prior period
(FY24: £2.4m);
· £5.9m amortisation of intangible assets (FY24: £5.5m) higher
than the prior year including the accelerated amortisation of
marketing-related intangibles in North America having rebranded to Tracsis;
· £2.4m exceptional costs principally relating to the
transformation of the Group's operating model (FY24: £3.0m);
· £0.4m of share based payment charges (FY24: £0.9m) lower than
the prior period reflecting a lower level of awards during FY25;
· £0.4m other operating expense (FY24: <£0.1m income)
reflecting the reversal of accrued receivables estimated in prior years for
research and development tax credits; and
· £0.6m net finance income (FY24: <£0.1m) reflecting increased
returns on cash balances including the benefit from actions taken to
centralise cash management activities as part of the Group transformation.
Adjusted earnings per share decreased by 1% to 25.2 pence (FY24: 25.5 pence).
Statutory earnings per share increased to 1.7 pence (FY24: 1.6 pence).
The Group continues to have significant levels of cash and remains debt free.
Cash generation remains healthy. At 31 July 2025 the Group's cash balances
were £23.4m, which is £3.6m higher than the prior year (31 July 2024:
£19.8m). During the year the Group returned £3.7m cash to shareholders
through dividends and share buyback.
Divisional Performance
Rail Technology & Services
Modest revenue growth despite Network Rail CP7 funding constraints. Large
installed base of mission-critical solutions with continued progress in
long-term drivers of value.
Revenue £37.9m (FY24: £37.6m) +1%
Recurring Software Licence Revenue (2) £23.2m (FY24: £21.8m) +6%
Consumer-Driven Transactional Revenue (3) £4.1m (FY24: £3.5m) +17%
Adjusted EBITDA* £9.6m (FY24: £9.8m) -2%
Profit Before Tax £2.8m (FY24: £2.7m) +5%
· Revenue increased by 1% (£0.3m)
o Rail Technology UK £33.4m, +5% (£1.5m) vs FY24. Growth in all product
categories except RCM hardware which declined due to previously signposted
Network Rail CP7 funding impact. In addition to growth in recurring and
transactional revenues, this also includes the benefit from work to deliver
the next funded phase of RailHub to expand the functionality of this safety
and risk management system, and the first phases of work to deliver the PAYG
Tap Converter contract.
o Rail Technology North America £4.5m, -21% (-£1.2m) vs FY24. Lower level of
project delivery revenue following completion of a Train Dispatch deployment
in September 2024.
Ongoing growth in recurring software licence revenue and revenue from consumer
activity
o Recurring software licence revenue £23.2m, +6% (£1.4m) vs FY24. Growth is
mainly in the UK from the Operations and Planning portfolio including the
benefit of the two FY25 TRACS Enterprise deployments.
o Consumer-driven transactional revenue £4.1m, +17% (£0.6m) vs FY24. Growth
is driven by new customer deployments completed during FY24 as previously
announced: two PAYG smart ticketing and one delay repay deployment.
· Adjusted EBITDA decreased by 2% (£0.2m)
o c.£1.5m adverse EBITDA impact from lower UK RCM hardware revenue.
o Margin improvement across the rest of the portfolio.
o Further cost out actions taken in North America during the year.
· Profit before tax increased by 5% (£0.1m)
o £1.5m exceptional costs, including headcount reductions in North America
and termination of a very low margin customer contract in the UK.
o £0.3m increased level of interest received on cash balances, offset by
higher amortisation charge.
Data, Analytics, Consultancy & Events
Modest growth, with improved H2 trading performance following actions taken to
improve profitability in Traffic Data and Events.
Revenue £43.9m (FY24: £43.4m) +1%
Like-for-like Revenue (1) £43.7m (FY24: £41.8m) +5%
Adjusted EBITDA * £3.0m (FY24: £2.9m) +1%
Profit / (loss) Before Tax £0.2m (FY24: (£0.8m)) n/a
· Reported revenue increased by 1% (£0.5m)
o Traffic Data & Events revenue £32.5m, +7% (£2.2m) vs FY24. Activity
levels in Events remained high throughout the year, including the benefit from
new wins. The business delivered record revenue as a result, in excess of
£20m. This more than offset lower revenue from our Traffic Data business,
including the previously announced headwind from one customer suffering a
cyber attack during H1 of FY25. That issue has been resolved and there was a
recovery in revenue through H2 of FY25.
o Professional Services revenue £11.4m, -13% (£1.8m) vs FY24. Principally
reflects the non-repeat of certain low margin, non-software related activities
that were delivered through the Group's Transport Consultancy business, as
previously announced. These delivered £0.2m revenue in FY25 from completion
of the final projects in the orderbook, and £1.6m revenue in FY24. There was
also a lower level of revenue Data Analytics/GIS revenue in the year. Post
year-end this business has won a new multi-year GeoIntelligence contract in
the UK that underpins our growth expectations for FY26.
· Revenue increased by 5% (£1.9m) on a like-for-like basis
· Adjusted EBITDA increased by 1% (£0.1m)
o Improved H2 profitability in Traffic Data and Events following actions
taken. We took a series of actions to address the significant decrease in
gross margin experienced across the Traffic Data and Events businesses during
H1 FY25. These included operational changes, pricing, and close control of
expenditure. As a result of these actions, these businesses delivered a
significantly improved trading performance during H2 FY25, achieving an
adjusted EBITDA margin that was 400 bps higher than H2 FY24. We expect the
full benefit of these actions to be delivered in FY26.
· Profit before tax of £0.2m is £1.0m better than the prior period
o Reflects lower transformation costs. Transformation Costs of £0.3m in FY25
include the final headcount reductions from the Group transformation programme
and headcount actions taken to improve profitability in Traffic Data and
Events.
Exceptional Costs
Over the last two years the Group has completed a programme of actions to
transform its operating model, focused around enhancing our technology
development and delivery capabilities. The principal focus has been in the
Rail Technology & Services Division, where previously separate operating
businesses have been integrated under a single leadership team and operating
model, enabling us to establish a consistent approach to how we develop and
deliver application software based on industry best practice. From 1 August
2025 our Rail Technology operations in North America have been brought into
this structure, meaning that all activities in this Division are now managed
on a global basis.
Alongside this, we have taken other one-off actions that better position the
Group to deliver long-term scalable growth and improved profitability. These
actions included upgrading operating systems and processes, streamlining the
Group's operating footprint, exiting from low-margin activities and contracts,
addressing other legacy operating and compliance challenges and rationalising
the Group's cost base. During the summer of FY25 we completed a CEO
transition, alongside which we are embedding a leadership structure to deliver
the Group's strategy to scale the business focused around application software
products with increasing international diversification.
The costs associated with executing these actions are material and
non-recurring in nature. Consistent with the Group's accounting policy, these
costs have been reported as exceptional items in FY24 and FY25, to aid the
reader in understanding the underlying trading performance of the business.
During FY25 we incurred £2.4m of costs associated with these activities
(FY24: £3.0m), of which £2.0m were cash costs (FY24: £2.7m).
Cash Generation
Free cash flow increased to £7.7m (FY24: £5.4m) despite the small decrease
in adjusted EBITDA described above. This included the benefit from favourable
working capital movements including the unwind of the large trade receivables
balance at 31 July 2024, a higher level of net interest received including the
benefit from actions taken to centralise cash management activities as part of
the Group transformation, and a lower level of cash outflows relating to
exceptional items. This was partly offset by £0.8m of capitalised development
costs (FY24: £0.5m) including product development in Rail Technology and
operational systems in Data, Analytics, Consultancy and Events. During the
year the Group purchased £0.3m of intangible assets (FY24: £nil) relating to
a Traffic Data AI platform that was previously provided by a supplier, that
will deliver future cost savings.
Free Cash Flow*
Year ended Year ended
31 July 2025 31 July 2024
£'m £'m
Adjusted EBITDA * 12.6 12.8
Changes in working capital 0.6 (0.5)
Purchase of property, plant and equipment and intangible assets (net of (0.9) (1.2)
proceeds from disposal)
Lease liability payments (net of lease receivable receipts) (1.4) (1.4)
Capitalised development costs (0.8) (0.5)
Tax paid (1.6) (1.7)
Net interest received 0.6 0.2
Other (4) - -
Free cash flow before exceptional items 9.1 7.7
Cash outflows on exceptional items (1.4) (2.3)
Free Cash Flow 7.7 5.4
During H2 of FY25 the Group completed its previously announced share buyback
programme, repurchasing the full £3.0m (FY24: £nil). Dividends paid to
shareholders were £0.8m (FY24: £0.7m) and there was a total of £0.3m of
transaction costs associated with implementing the new £35m Revolving Credit
Facility (FY24: £nil). There was no material impact from foreign exchange
movements (FY24: £0.1m favourable).
As a result, total cash balances increased by £3.6m to £23.4m.
* In addition to statutory reporting, Tracsis plc reports alternative
performance measures ("APMs") which are not defined or specified under the
requirements of International Financial Reporting Standards ("IFRS"). These
metrics adjust for certain items which impact upon IFRS measures, to aid the
user in understanding the activity taking place across the Group's businesses.
APMs are used by the Directors and management for performance analysis,
planning, reporting and incentive purposes. A summary of APMs used and their
closest equivalent statutory measures is given in note 10.
(1) Excluding revenue from Transport Consultancy activities no longer being
pursued (FY25: £0.2m, FY24: £1.6m)
(2) Revenue from software licences where the product has been deployed with
the end customer. Includes annual renewals and multi-year contracts
(3) Revenue from processing consumer PAYG smart ticketing and delay repay
transactions
(4) Includes profit or loss on disposal of property, plant and equipment or
internally-generated intangible assets and proceeds from exercise of share
options.
Dividend
The Board remains committed to a progressive dividend policy. The Board has
recommended a final dividend of 1.4 pence per share. The final dividend,
subject to shareholder approval at the forthcoming Annual General Meeting,
will be paid on 12 February 2026 to shareholders on the register at the close
of business on 30 January 2026. This will bring the total dividend for the
year to 2.6 pence per share.
Board
Chris Barnes stepped down from his role of Chief Executive Officer and Board
member on 31 July 2025. He was replaced by David Frost, who joined the
business on 9 July 2025 and assumed the role of Chief Executive Officer and
Board member on 1 August.
Summary and Outlook
The Group has delivered an improved H2 trading performance, with continued
growth in recurring software licence and consumer-driven transactional
revenues. Actions taken to transform the Group's operating model have
strengthened the Group's resilience, improved revenue quality and enhanced its
ability to secure strategic, multi-year contracts. Entering FY26, our focus
remains firmly on delivery and execution, and we are on track.
We see significant opportunity as transport industries seek digital solutions
that improve efficiency, performance, productivity and safety. Tracsis has a
clear purpose that is well aligned with these macro drivers, and has a
strategy to deliver sustainable long-term shareholder value, with organic
growth supplemented by disciplined M&A. In executing this strategy, we
will pivot to being a technology product business delivering scalable,
SaaS-native application software platforms, with a focus on recurring revenues
and with increasing international diversification.
With a strong balance sheet and healthy cash flow, the Group is well placed to
invest with discipline. Post year-end we have started the development of our
next generation Operations and Planning software platform to reinforce our
leading UK position and support international expansion. This will create a
common reference architecture that will underpin accelerated future
development across the whole groupwide portfolio. We continue to evaluate
M&A opportunities in line with disciplined criteria, and to review our
portfolio for alignment with our long-term strategy.
Trading in the early part of FY26 has been in line with the Board's
expectations. The Board expects to deliver FY26 performance in line with
market expectations, while making further progress in executing its growth
transformation strategy.
Jill Easterbrook David Frost
Non-Executive Chair Chief Executive Officer
19 November 2025
Consolidated statement of comprehensive income for the year ended 31 July 2025
2025 2024
Notes £000 £000
Revenue 3a 81,890 81,022
Cost of sales (34,508) (35,009)
Gross profit 47,382 46,013
Administrative costs (46,372) (45,046)
Adjusted EBITDA* 3b, 10 12,574 12,759
Depreciation (2,488) (2,371)
Amortisation of intangible assets (5,926) (5,526)
Other operating (expense)/income 5 (357) 7
Share-based payment charges (432) (899)
Operating profit before exceptional items 3,371 3,970
Exceptional items 4 (2,361) (3,003)
Operating profit 1,010 967
Net finance income 578 28
Profit before tax 3b 1,588 995
Taxation 6 (1,068) (507)
Profit after tax 520 488
Other comprehensive expense
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation differences (356) (295)
Total comprehensive income for the year 164 193
Earnings per ordinary share
Basic 7 1.72p 1.62p
Diluted 7 1.69p 1.59p
* Earnings before net finance income, tax, depreciation, amortisation,
exceptional items, other operating income and share-based payment charges -
see note 10.
Consolidated balance sheet as at 31 July 2025
Notes 2025 2024
£000 £000
Non-current assets
Property, plant and equipment 5,326 4,992
Intangible assets 11 47,503 52,610
Investments - equity - -
Deferred tax assets 1,869 1,376
54,698 58,978
Current assets
Inventories 1,156 1,512
Trade and other receivables 18,688 21,536
Current tax receivables 40 1,011
Cash and cash equivalents 23,389 19,773
43,273 43,832
Total assets 97,971 102,810
Non-current liabilities
Lease liabilities 1,851 737
Deferred tax liabilities 6,264 7,132
8,115 7,869
Current liabilities
Lease liabilities 792 1,123
Trade and other payables 22,945 25,498
Provisions 664 -
Contingent consideration payable 8 158 151
Current tax liabilities 290 -
24,849 26,772
Total liabilities 32,964 34,641
Net assets 65,007 68,169
Equity attributable to equity holders of the Company
Called up share capital 119 121
Share premium 6,535 6,535
Merger reserve 6,161 6,161
Retained earnings 52,760 55,567
Capital redemption reserve 3 -
Translation reserve (521) (165)
Fair value reserve (50) (50)
Total equity 65,007 68,169
Consolidated statement of changes in equity for the year ended 31 July 2025
Share Share Merger Retained Capital redemption reserve Translation Fair Total
capital premium reserve earnings £000 reserve value £000
£000 £000 £000 £000 £000 reserve
£000
At 1 August 2023 120 6,535 6,161 54,875 - 130 (50) 67,771
Profit for the year - - - 488 - - - 488
Other comprehensive expense - - - - - (295) - (295)
Total comprehensive income/(expense) - - - 488 - (295) - 193
Transactions with owners:
Dividends (note 9) - - - (695) - - - (695)
Share-based payment credit - - - 899 - - - 899
Exercise of share options 1 - - - - - - 1
At 31 July 2024 121 6,535 6,161 55,567 - (165) (50) 68,169
At 1 August 2024 121 6,535 6,161 55,567 - (165) (50) 68,169
Profit for the year - - - 520 - - - 520
Other comprehensive expense - - - - - (356) - (356)
Total comprehensive income/(expense) - - - 520 - (356) - 164
Transactions with owners:
Dividends (note 9) - - - (759) - - - (759)
Buy-back of ordinary shares (note 12) (3) - - (2,985) 3 - - (2,985)
Buy-back transaction costs (note 12) - - - (15) - - - (15)
Share-based payment credit - - - 432 - - - 432
Exercise of share options 1 - - - - - - 1
At 31 July 2025 119 6,535 6,161 52,760 3 (521) (50) 65,007
Consolidated cash flow statement for the year ended 31 July 2025
Notes 2025 2024*
£000 £000
Operating activities
Profit for the year 520 488
Net finance income (578) (28)
Depreciation 2,488 2,371
Amortisation of intangible assets 5,926 5,526
Exceptional items 4 2,361 3,003
Exceptional operating cash flows 4 (1,445) (2,283)
Profit on disposal of property, plant and equipment (4) (15)
Loss on disposal of internally generated intangible assets 85 -
Other operating income 5 357 (7)
Income tax charge 6 1,068 507
Share-based payment charges 432 899
Net exchange differences 7 -
Operating cash inflow before changes in working capital 11,217 10,461
Movement in inventories (13) (48)
Movement in trade and other receivables 3,610 (2,394)
Movement in trade and other payables (2,778) 1,962
Movement in provisions (195) -
Cash generated from operations 11,841 9,981
Interest received 581 171
Income taxes paid (1,590) (1,652)
Net cash flow from operating activities 10,832 8,500
Investing activities
Purchase of property, plant and equipment (671) (1,487)
Proceeds from disposal of property, plant and equipment 36 241
Capitalised development costs (835) (462)
Purchase of intangible assets (312) -
Payment of deferred consideration - (315)
Net cash flow used in investing activities (1,782) (2,023)
Financing activities
Dividends paid 9 (759) (695)
Proceeds from exercise of share options 1 1
Payments for ordinary shares bought back 12 (2,985) -
Share buy-back transaction costs 12 (15) -
Debt facility transaction costs (323) -
Lease liability payments (1,380) (1,441)
Lease receivable receipts - 32
Net cash flow used in financing activities (5,461) (2,103)
Net increase in cash and cash equivalents 3,589 4,374
Exchange adjustments 27 92
Cash and cash equivalents at the beginning of the year 19,773 15,307
Cash and cash equivalents at the end of the year 23,389 19,773
* Net cash flow from operating activities has been represented in the
comparative period to show exceptional operating cash outflows of £2,283,000
on a separate line; movement in trade and other payables has been reduced by
£446,000 in respect of items that related to exceptional items accordingly.
Notes to the Consolidated Financial Statements
1. Financial information
The financial information set out herein does not constitute the Group's
statutory accounts for the year ended 31 July 2025 or the year ended 31 July
2024 within the meaning of sections 434 of the Companies Act 2006, but is
derived from those accounts. The audited accounts for the year ended 31 July
2025 will be posted to all shareholders in due course and will be available on
the Group's website. The auditors have reported on those accounts and
expressed an unmodified audit opinion which did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
The financial information for the year ended 31 July 2024 is derived from the
statutory accounts for that year, which have been delivered to the Registrar
of Companies. The auditors have reported on those accounts and expressed an
unmodified audit opinion which did not contain a statement under section 498
(2) or (3) of the Companies Act 2006.
Selected explanatory notes are included to explain events and transactions
that are significant to an understanding of the changes in financial position
and performance of the Group.
The Directors consider that the key judgements and estimates made in the
preparation of the Group consolidated financial statements remain as those set
out in the financial statements for the year ended 31 July 2024, other than:
Estimates
Recoverable amount of deferred tax assets
The Group has recognised deferred tax assets in respect of tax losses,
principally in respect of Rail Technology & Services - North America.
Judgement has been applied in determining the extent to which these taxable
losses will be utilised against future taxable profits, as explained in note
6. The key assumptions used in the calculations are set out in note 6.
2. Basis of preparation
a) Statement of compliance
The Group consolidated financial statements have been prepared in accordance
with UK-adopted international accounting standards ("IFRSs").
b) Basis of measurement
The Accounts have been prepared under the historical cost convention, except
for the valuation of investments, contingent consideration, financial
liabilities and initial valuation of assets and liabilities acquired in
business combinations which are included on a fair value basis.
c) Presentation currency
These consolidated financial statements are presented in sterling. All
financial information presented in sterling has been rounded to the nearest
thousand.
d) Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision only affects that period, or in the period
of the revision and future periods, if the revision affects both current and
future periods.
e) Accounting developments
A number of new IFRSs have been endorsed by the UK Endorsement Board with
effective dates such that they fall to be applied by the Group.
The following standards and amendments to UK-adopted International Accounts
Standards are the only changes of relevance to these financial statements that
have been applied in the year ended 31 July 2025:
• Amendments to IAS 1 "Classification of Liabilities as Current or
Non-current".
These amendments had no material impact on either the Group's or Company's
financial statements.
There are no other relevant standards, interpretations or amendments that
required mandatory application in the current year.
Future developments
There are a number of new standards and amendments issued by the International
Accounting Standards Board ("IASB") that will be effective for financial
statements after this reporting period, once endorsed by the UK Endorsement
Board. The most relevant changes for the Group are:
• IFRS 18 "Presentation and Disclosure in Financial Statements",
effective for periods beginning on or after 1 January 2027; and
• Amendments to IFRS 7 and IFRS 9 "Amendments to the
Classification and Measurement of Financial Instruments", effective for
periods beginning on or after 1 January 2026.
Based on preliminary assessments, the adoption of these standards and
amendments is not expected to have a significant impact on either the Group's
results or financial position. The adoption of IFRS 18 introduces new required
subtotals in profit or loss, including profit or loss before financing and
income taxes.
f) Going concern
The Group is debt free, has substantial cash resources and has access to an
uncommitted £2m overdraft facility and to a committed £35m revolving credit
facility. At 31 July 2025 the Group had net cash and cash equivalents
totalling £23.4m. The Board has prepared cash flow forecasts for the period
through to January 2027 based upon assumptions for trading, the requirements
for cash resources and expected performance against debt covenants; these
forecasts consider reasonably possible changes in trading financial
performance as well as potential merger and acquisition activity.
Further to this, management prepared a severe but plausible scenario, reducing
revenues from budget and including a more pessimistic view of working capital.
There was still ample liquidity and covenant headroom under this scenario. A
reverse stress test was also considered. The revenue and cash flow assumptions
required to eliminate any headroom under the reverse stress test are
considered by the Board to be highly unlikely.
Based upon this analysis, the Board has concluded that the Group has adequate
working capital resources and that it is appropriate to use the going concern
basis for the preparation of the consolidated financial statements.
3. Revenue and segmental analysis
a) Revenue
Revenue is summarised below:
2025 2024
£000 £000
Rail Technology & Services 37,945 37,608
Data, Analytics, Consultancy & Events 43,945 43,414
Total revenue 81,890 81,022
Revenue can also be analysed as follows:
2025 2024
£000 £000
Rail Technology & Services - United Kingdom 33,446 31,902
Rail Technology & Services - North America 4,499 5,706
Rail Technology & Services 37,945 37,608
Traffic Data & Events 32,563 30,269
Professional Services 11,382 13,145
Data, Analytics, Consultancy & Events 43,945 43,414
Total revenue 81,890 81,022
Revenue to come from contracts entered into with performance obligations not
fulfilled or only partially fulfilled amounted to £27.8m as at 31 July 2025,
of which £18.3m is expected to be recognised within one year, and £9.5m
after one year (£20.0m as at 31 July 2024, with £14.2m to be recognised
within one year and £5.8m after one year).
Analysis of revenue based on whether it is recognised over time or at a point
in time is provided below:
2025 2024
£000 £000
Recognised over time 22,980 22,122
At a point in time 14,965 15,486
Rail Technology & Services 37,945 37,608
Recognised over time 1,219 222
At a point in time 42,726 43,192
Data, Analytics, Consultancy & Events 43,945 43,414
Recognised over time 24,199 22,344
At a point in time 57,691 58,678
Total revenue 81,890 81,022
Major customers
Transactions with the Group's largest customer represent 7% of the Group's
total revenues (2024: 8%).
Geographical split of revenue
A geographical analysis of revenue by customer location is provided below:
2025 2024
£000 £000
United Kingdom 66,827 64,823
Ireland 9,095 9,687
Rest of Europe 513 401
North America 4,601 4,373
Rest of the World 854 1,738
Total revenue 81,890 81,022
b) Segmental analysis
The Group has divided its results into two segments being Rail Technology
& Services and Data, Analytics, Consultancy & Events consistent with
the disclosure in the 2024 financial statements.
The Group has a wide range of products and services for the rail industry,
such as software, hosting services and remote condition monitoring, and these
have been included within the Rail Technology & Services segment as they
have similar customer bases (such as train operating companies and
infrastructure providers). Traffic data collection, event planning and traffic
management, data, analytics and consultancy offerings have similar economic
characteristics and distribution methods and so have been included within the
Data, Analytics, Consultancy & Events segment.
In accordance with IFRS 8 "Operating Segments", the Group has made the
following considerations to arrive at the disclosure made in these financial
statements. IFRS 8 requires consideration of the Chief Operating Decision
Maker ("CODM") within the Group. In line with the Group's internal reporting
framework and management structure, the key strategic and operating decisions
are made by the Executive Directors, who review internal monthly management
reports, budgets and forecast information as part of this. Accordingly, the
Executive Directors are deemed to be the CODM.
Operating segments have then been identified based on the internal reporting
information and management structures within the Group. From such information
it has been noted that the CODM reviews the business as two operating
segments, receiving internal information on that basis. The management
structure and allocation of key resources, such as operational and
administrative resources, are arranged on a centralised basis.
Reconciliations of reportable segment revenues, profit or loss, assets and
liabilities and other material items
Information regarding the results of each reportable segment is included
below. Performance is measured based on segment profit before income tax, as
included in the internal management reports that are reviewed by the Board of
Directors. Segment profit is used to measure performance. There are no
material inter-segment transactions; however, when they do occur, pricing
between segments is determined on an arm's length basis. Revenues disclosed
below materially represent revenues to external customers. Segmental profit
before tax has been further analysed to allocate amortisation and exceptional
items. Segmental assets and liabilities have been further analysed to allocate
intangibles and investments, contingent consideration and deferred
consideration to each individual segment.
2025
Rail Technology Data, Analytics, Unallocated Total
& Services Consultancy & £000 £000
£000 Events
£000
Income statement
Total revenue for reportable segments 37,945 43,945 - 81,890
Cost of sales (6,347) (28,161) - (34,508)
Gross profit 31,598 15,784 - 47,382
Underlying administrative costs (21,985) (12,823) - (34,808)
Adjusted EBITDA for reportable segments 9,613 2,961 - 12,574
Amortisation of intangible assets (4,683) (1,243) - (5,926)
Depreciation (927) (1,561) - (2,488)
Exceptional items - net (1,474) (298) (589) (2,361)
Other operating expense - - (357) (357)
Share-based payment charges - - (432) (432)
Interest receivable - net 283 295 - 578
Consolidated profit before tax 2,812 154 (1,378) 1,588
Staff costs are split between segments as follows.
Rail Technology Data, Analytics, Unallocated Total
& Services Consultancy & £000 £000
£000 Events
£000
Total staff costs (17,558) (27,538) (760) (45,856)
2024
Rail Technology & Data, Analytics, Unallocated Total
Services Consultancy & £000 £000
£000 Events
£000
Income statement
Total revenue for reportable segments 37,608 43,414 - 81,022
Cost of sales (6,466) (28,543) - (35,009)
Gross profit 31,142 14,871 - 46,013
Underlying administrative costs (21,319) (11,935) - (33,254)
Adjusted EBITDA for reportable segments 9,823 2,936 - 12,759
Amortisation of intangible assets (4,301) (1,225) - (5,526)
Depreciation (1,005) (1,366) - (2,371)
Exceptional items - net (1,816) (1,187) - (3,003)
Other operating income - - 7 7
Share-based payment charges - - (899) (899)
Interest receivable - net (31) 59 - 28
Consolidated profit before tax 2,670 (783) (892) 995
Staff costs are split between segments as follows.
Rail Technology & Data, Analytics, Unallocated Total
Services Consultancy & £000 £000
£000 Events
£000
Total staff costs (16,245) (27,276) (899) (44,420)
2025
Rail Technology Data, Analytics, Unallocated Total
& Services Consultancy & £000 £000
£000 Events
£000
Assets
Total other assets for reportable segments 10,256 14,954 - 25,210
Intangible assets and investments 39,075 8,428 - 47,503
Deferred tax assets - - 1,869 1,869
Cash and cash equivalents 15,181 8,208 - 23,389
Consolidated total assets 64,512 31,590 1,869 97,971
Liabilities
Total other liabilities for reportable segments (16,542) (10,000) - (26,542)
Deferred tax liabilities - - (6,264) (6,264)
Contingent consideration - (158) - (158)
Consolidated total liabilities (16,542) (10,158) (6,264) (32,964)
2024
Rail Technology Data, Analytics, Unallocated Total
& Services Consultancy & £000 £000
£000 Events
£000
Assets
Total other assets for reportable segments 13,318 15,733 - 29,051
Intangible assets and investments 43,876 8,734 - 52,610
Deferred tax assets - - 1,376 1,376
Cash and cash equivalents 14,446 5,327 - 19,773
Consolidated total assets 71,640 29,794 1,376 102,810
Liabilities
Total other liabilities for reportable segments (17,999) (9,359) - (27,358)
Deferred tax liabilities - - (7,132) (7,132)
Contingent consideration - (151) - (151)
Consolidated total liabilities (17,999) (9,510) (7,132) (34,641)
4. Exceptional items
The Group incurred exceptional items in 2025 and 2024 which are analysed as
follows:
2025 2024
£000 £000
Non-cash:
Unwind of discounting of contingent consideration 4 14
Transformation costs - footprint - 260
Transformation costs - other 377 -
Cash:
Transformation costs - headcount 1,228 1,201
Transformation costs - IT - 650
Transformation costs - footprint 147 225
Transformation costs - other - 653
Contract termination costs 453 -
Other exceptional costs 152 -
Total exceptional items 2,361 3,003
2025 2024
£000 £000
Split:
Non-cash 381 274
Cash 1,980 2,729
Total 2,361 3,003
2025
As described in the Group's Annual Report for the year ended 31 July 2024, the
Group is undertaking a series of actions to transform its operating model.
These actions will establish a consistent and scalable approach to how the
Group develops and delivers application software solutions based around
industry best practice, as well as ensuring that its operating systems,
processes and footprint are aligned with this operating model. These changes
will improve the timeliness, quality and repeatability of delivery, which will
enable the Group to accelerate its future growth trajectory.
The Group's accounting policy is to classify items which are significant by
their size or nature and/or which are considered non-recurring as exceptional
operating items. The costs associated with delivering this programme of
actions have been reported as exceptional operating items consistent with this
policy since they are material in size and nature, and are non-recurring.
Exceptional costs of £1,752,000 associated with delivering this programme of
actions have been recognised in the income statement during the period. These
costs principally relate to: headcount reductions where roles are duplicated
or no longer required; costs of reducing the Group's physical and legal entity
footprint; and other non-cash costs comprising a charge for provision against
obsolete inventory following the decision to not pursue new contracts for
certain non-software related activities in North America.
Included in the £1,752,000 transformation costs - headcount, are costs of
£589,000 associated with the CEO succession. These have been reported as
exceptional operating items since they are material in size and nature, and
are non-recurring. This includes the executive search costs incurred by the
Nomination Committee in identifying a new CEO, as well as the remuneration
arrangements for Chris Barnes.
Contract termination costs of £453,000 were incurred following the
termination of a low margin Rail Technology & Services customer contract
in the UK. These include associated legal fees and an estimate of the costs
required to provide future customer support consistent with the agreed
contract settlement.
Other compliance costs of £152,000 relate to the resolution of an isolated
compliance incident at a Data, Analytics, Consultancy & Events customer
site.
A further charge totalling £4,000 has been recognised which reflects the
unwinding of the discount on contingent consideration. The
acquisition-specific discount rate applied was 10.0%. A breakdown of the
remaining fair value of contingent consideration by acquisition is included in
note 8. These costs are deemed to be exceptional items due to the size and
volatility of the items which can vary significantly from year to year.
Of the cash exceptional costs of £1,980,000 recognised during the year,
£981,000 of the associated cash flows will fall into subsequent periods.
£446,000 of exceptional cash outflows occurred during the year in respect of
exceptional costs recognised in previous periods.
2024
In the previous financial year, exceptional costs of £2,989,000 were
recognised to transform the Group's operating model.
A further charge totalling £14,000 was recognised for the unwinding of the
discount on contingent consideration.
5. Other operating income and expense
The Group does not qualify as an SME for research and development costs for UK
corporation tax purposes and as such is governed by the large company "above
the line" credit. Other operating expenses of £357,000 in the year represent
the reversal of accrued receivables estimated in prior years in respect of
these credits (2024: £7,000 income).
6. Taxation
Reconciliation of the effective tax rate:
2025 2025 2024 2024
£000 % £000 %
Profit before tax for the period 1,588 995
Expected tax charge based on the standard rate of corporation tax in the UK of 397 25.0 249 25.0
25.0% (2024: 25.0%)
Expenses not deductible for tax purposes 373 23.5 134 13.5
Adjustments in respect of previous years 402 25.3 144 14.5
Overseas tax not at UK tax rate (408) (25.7) (378) (38.0)
Share-based payments differences 304 19.2 358 36.0
Total tax charge 1,068 67.3 507 51.0
The Group has £4,975,000 recognised and no unrecognised tax losses carried
forward (2024: £3,302,000 recognised and £nil unrecognised).
Deferred tax assets for losses principally relate to Rail Technology &
Services operations in United States of America where net operating losses of
£4,975,000 are expected to be utilised against future taxable profits
generated over a five-year period projected from the balance sheet date. These
forecast future taxable profits include assumptions on new work being secured.
While the Directors consider those assumptions to be reasonable, winning or
losing bids for a relatively small number of pieces of new work could have a
material effect on the value of taxable profits against which the net
operating losses can be relieved.
7. Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the year ended 31 July 2025
was based on the profit attributable to ordinary shareholders of £520,000
(2024: £488,000) and a weighted average number of ordinary shares in issue of
30,284,000 (2024: 30,169,000), calculated as set out below.
Diluted earnings per share
The calculation of diluted earnings per share for the year ended 31 July 2025
was based on the profit attributable to ordinary shareholders of £520,000
(2024: £488,000) and a weighted average number of ordinary shares in issue
after adjustment for the effects of all dilutive potential ordinary shares of
30,812,000 (2024: 30,628,000) calculated as set out below.
2025 2024
£000 £000
Profit after tax 520 488
Weighted average number of ordinary shares
In thousands of shares 2025 2024
Issued ordinary shares at 1 August 30,326 29,958
Effect of shares issued for cash 53 211
Effect of share buy-back (95) -
Weighted average number of shares for the year to 31 July 30,284 30,169
For the purposes of calculating basic earnings per share 30,284 30,169
Adjustment for the effects of all dilutive potential ordinary shares 528 459
For the purposes of calculating diluted earnings per share 30,812 30,628
Basic earnings per share 1.72p 1.62p
Diluted earnings per share 1.69p 1.59p
Adjusted EPS
In addition, adjusted profit EPS is calculated below on the grounds that it is
a common metric used by the market in monitoring similar businesses. These
figures are relevant to the Group, are provided to enable a comparison to
similar businesses, and are metrics used by equity analysts who cover the
Group. Amortisation of acquired intangible assets and share-based payment
charges are deemed to be non-cash at the point of recognition in nature, and
exceptional items by their very nature are one-off, and therefore excluded in
order to assist with the understanding of underlying trading. A reconciliation
of this figure is provided below.
2025 2024
£000 £000
Profit after tax 520 488
Amortisation of acquired intangible assets 5,846 5,526
Share-based payment charges 432 899
Exceptional items - net 2,361 3,003
Other operating expense / (income) 357 (7)
Tax impact of the above adjusting items (1,885) (2,213)
Adjusted profit for EPS purposes 7,631 7,696
Weighted average number of ordinary shares
In thousands of shares 2025 2024
For the purposes of calculating basic earnings per share 30,284 30,169
Adjustment for the effects of all dilutive potential ordinary shares 528 459
For the purposes of calculating diluted earnings per share 30,812 30,628
Basic adjusted earnings per share 25.20p 25.51p
Diluted adjusted earnings per share 24.77p 25.13p
8. Contingent consideration
In 2022 the Group acquired The Icon Group Limited ("Icon"). Under the share
purchase agreement, contingent consideration is payable which is based on the
profitability of Icon in the three-year period after the acquisition, and on
the successful renewal of certain key contracts in the four-year period after
acquisition. Contingent consideration is payable in Euros up to a maximum of
€1,750,000 (£1,511,000). Based on reduced activity under certain contracts
and current expectations regarding the renewal of certain contracts, the fair
value of the amount payable was assessed as €183,000 (£158,000) at 31 July
2025.
As detailed in note 4, a net exceptional charge of £4,000 was recognised,
following the unwind of the discounting as at 31 July 2025. At the balance
sheet date, the Directors assessed the fair value of the remaining amounts
payable which were deemed to be as follows:
2025 2024
£000 £000
The Icon Group Limited 158 151
Contingent consideration payable in respect of the Group's past acquisitions
is considered to be a "Level 3 financial liability" as defined by IFRS 13.
These liabilities are carried at fair value, which is based on the estimated
amounts payable under the provisions of the share purchase agreements which
specify the specific arrangements and calculations relating to each
acquisition. This involves assumptions about future profit forecasts, which
result from assumptions about revenues and costs, and the resulting liability
is discounted back to the present value using an appropriate discount rate and
an estimate of when it is expected to be payable. A range of outcomes is
considered, and a probability/likelihood weighting is applied to each of them
in order to produce a weighted assessment of the amount payable.
The Group has considered multiple scenarios in estimating the fair value of
contingent consideration payable in the future. In all cases, contingent
consideration payable could range from zero to the maximum amount included in
the Icon share purchase agreement as detailed in this note. A 10% increase in
the Icon revenue forecast would result in an increase in the fair value of
contingent consideration of £nil.
The movement on contingent consideration can be summarised as follows:
2025 2024
£000 £000
At the start of the year 151 139
Unwind of discounting 4 14
Exchange adjustment 3 (2)
At the end of the year 158 151
The ageing profile of the remaining liabilities can be summarised as follows:
2025 2024
£000 £000
Payable in less than one year 158 151
Payable in more than one year - -
Total 158 151
9. Dividends
The Board intends to pursue a sustainable and progressive dividend policy,
having regard to the development of the Group.
The cash cost of dividend payments made during the year is below:
2025 2024
£000 £000
Final dividend for 2022/23 - 362
Interim dividend for 2023/24 - 333
Final dividend for 2023/24 395 -
Interim dividend for 2024/25 364 -
Total dividends paid 759 695
The dividends paid or proposed in respect of each financial year are as
follows:
2025 2024
£000 £000
Interim dividend for 2023/24 of 1.1p per share paid - 333
Final dividend for 2023/24 of 1.3p per share paid - 395
Interim dividend for 2024/25 of 1.2p per share paid 364 -
Final dividend for 2024/25 of 1.4p per share proposed 416 -
The total dividends paid or proposed in respect of each financial year ended
31 July were as follows:
2025 2024 2023 2022 2021 2020 2019 2018 2017 2016
Total dividends paid per share 2.6p 2.4p 2.2p 2.0p £nil £nil 1.8p 1.6p 1.4p 1.2p
10. Reconciliation of alternative performance measures
("APMs")
The Group uses APMs, which are not defined or specified under the requirements
of International Financial Reporting Standards ("IFRS"). These metrics adjust
for certain items which impact upon IFRS measures, to aid the user in
understanding the activity taking place across the Group's businesses. The
largest components of the adjusting items, being depreciation, amortisation
and share-based payments, are "non-cash" items and are separately analysed to
assist with the understanding of underlying trading. Share-based payments are
adjusted to reflect the underlying performance of the Group as the fair value
on initial recognition is impacted by market volatility that does not
correlate directly to trading performance. APMs are used by the Directors and
management for performance analysis, planning, reporting and incentive
purposes.
Adjusted EBITDA
Calculated as earnings before net finance income or expense, tax,
depreciation, amortisation, exceptional items, other operating income or
expense and share-based payment charges. This metric is used to show the
underlying trading performance of the Group from period to period in a
consistent manner and is a key management incentive metric. The closest
equivalent statutory measure is profit before tax. Adjusted EBITDA can be
reconciled to statutory profit before tax as set out below:
2025 2024
£000 £000
Profit before tax 1,588 995
Net finance income (578) (28)
Share-based payment charges 432 899
Exceptional items 2,361 3,003
Other operating expense/(income) 357 (7)
Amortisation of intangible assets 5,926 5,526
Depreciation 2,488 2,371
Adjusted EBITDA 12,574 12,759
Adjusted basic earnings per share
Calculated as profit after tax before amortisation of acquired intangible
assets, share-based payment charges, exceptional items and other operating
income or expense divided by the weighted average number of ordinary shares in
issue during the period. This is a common metric used by the market in
monitoring similar businesses and is used by equity analysts who cover the
Group to better understand the underlying performance of the Group. See note
7: Earnings per share.
Free cash flow
Calculated as net cash flow from operating activities after purchase of
property, plant and equipment, proceeds from disposal of property, plant and
equipment, proceeds from exercise of share options, lease liability payments,
lease receivable receipts, purchase of intangible assets and capitalised
development costs, and before payment of contingent consideration. This
measure reflects the cash generated in the period that is available to invest
in accordance with the Group's growth strategy and capital allocation policy.
Free cash flow reconciles to net cash flow from operating activities as set
out below:
2025 2024
£000 £000
Net cash flow from operating activities 10,832 8,500
Add back: exceptional operating cash flows 1,445 2,283
Purchase of property, plant and equipment (671) (1,487)
Proceeds from disposal of property, plant and equipment 36 241
Capitalised development costs (835) (462)
Purchase of intangible assets (312) -
Proceeds from exercise of share options 1 1
Lease liability payments (1,380) (1,441)
Lease receivable receipts - 32
Free cash flow before exceptional items 9,116 7,667
Cash flows on exceptional items (1,445) (2,283)
Free cash flow 7,671 5,384
11. Intangible assets
The period end carrying values of internally generated intangible assets and
intangible assets arising from the Group's acquisitions are analysed by group
of cash-generating units in the following table:
Goodwill Customer-related intangibles Technology-related acquired Technology-related internally generated intangibles Order book-related intangibles Marketing-related Total
intangibles intangibles
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Rail Technology & Services - United Kingdom 1
8,914 8,914 14,722 16,212 6,138 7,788 315 378 - - - - 30,089 33,292
Rail Technology & Services - North America 2
4,518 4,683 361 607 3,681 4,391 304 106 122 205 - 592 8,986 10,584
Traffic Data & Events 3
2,246 2,246 969 1,439 341 - 716 277 - - - - 4,272 3,962
Data Analytics/ GIS (4)
2,348 2,316 1,311 1,929 409 527 88 - - - - - 4,156 4,772
18,026 18,159 17,363 20,187 10,569 12,706 1,423 761 122 205 - 592 47,503 52,610
(1) Comprises CGUs: Rail Operations and Planning (Safety Information Systems
Limited, Datasys Integration Limited and Bellvedi Limited), MPEC Technology
Limited, Ontrac Technology Limited and Customer Experience (Tracsis Rail
Technology and Services Limited - formerly iBlocks Limited - and Tracsis
Travel Compensation Services Limited).
(2) Comprises CGU: Railcomm LLC.
(3) Comprises CGUs: Tracsis Traffic Data Limited, Tracsis Events Limited and
Customer Insights (Tracsis Rail Consultancy Limited).
(4) Comprises CGUs: Compass Informatics Limited and The Icon Group Limited.
In accordance with the requirements of IAS 36 "Impairment of Assets", goodwill
is allocated to groups of the Group's cash-generating units ("CGUs") which are
expected to benefit from the combination. These groups of CGUs are not larger
than the operating segments of the Group. Each group of CGUs is assessed for
impairment annually or whenever there is a specific indicator of impairment.
As part of the annual impairment test review, the carrying value of goodwill
has been assessed with reference to value in use over a projected period
between three and five years together with a terminal value. This reflects the
projected cash flows of the CGU based on the actual operating results, the
most recent Board-approved budget and management projections.
The key assumptions on which the value in use calculations are based relate to
business performance over the projected period, long-term growth rates beyond
the projected period and the discount rates applied. The key judgements are
the level of revenue and margins anticipated and the proportion of operating
profit converted into cash flow in each year. Forecasts are based on past
experience and take into account current and future market conditions and
opportunities.
2025 Pre-tax discount rate Post-tax discount rate Projected period (years) Short-term Long-term annual growth rate
growth rate *
Rail Technology & Services - United Kingdom 19.3% 14.9% 3 7.0% 2.0%
Rail Technology & Services - North America 17.4% 13.4% 5 22.8% 2.1%
Traffic Data & Events 19.4% 14.9% 3 1.2% 2.0%
Data Analytics/GIS 13.7% 12.2% 3 13.5% 2.0%
2024 Pre-tax discount rate Post-tax discount rate Projected period Short-term Long-term annual
(years) growth rate * growth rate
Rail Technology & Services - United Kingdom 18.7% 14.4% 3 9.9% 2.0%
Rail Technology & Services - North America 17.6% 13.5% 3 29.2% 2.0%
Traffic Data & Events 18.9% 14.4% 3 1.5% 2.0%
Data Analytics/GIS 14.5% 12.9% 3 6.0% 2.0%
* The short-term revenue growth rate is the compound annual growth rate over
the projected period, based from the most recent financial year.
Sensitivities of reasonably possible changes have been considered for the Rail
Technology & Services - United Kingdom, Traffic Data & Events and Data
Analytics / GIS groups of CGUs and resulted in the recoverable amount
exceeding the carrying amount for each group as follows:
• a 1% point increase in the discount rate; and
• a 1% point reduction in the long-term growth rate.
The discount rate applied would need to increase by more than 10.0% points
before the carrying amount would not exceed the recoverable amount in any of
these three groups of CGUs.
The Rail Technology & Services - North America CGU group is sensitive to
changes in forecasting assumptions. A key assumption within its value in use
is the revenue growth opportunity. While the Directors are confident that the
business can achieve strong revenue growth and that is reflected in the
forecasts used to calculate the value in use of the CGU, this revenue growth
is not guaranteed, and future revenue could be affected by various factors
including the risks identified in our summary of the Group's principal risks
in its Annual Report.
The forecast cash flows include assumptions on new work being secured. While
the Directors consider those assumptions to be reasonable, winning or losing
bids for a relatively small number of pieces of new work could have a material
effect on the value in use of the CGU.
Post-tax discount rates were estimated based on an external valuation expert's
weighted average cost of capital calculation; these were converted to pre-tax
discount rates for use in the value in use calculations.
The projected period covers the visible pipeline period and duration of
assumed customer implementation contracts from the pipeline.
The short-term growth rate reflects a probability-weighted conversion of the
qualified sales pipeline, with weightings applied based on the stage of each
opportunity within the sales cycle.
The long-term growth rate reflects the long-term inflation assumption.
A decrease in the short-term growth rate from 22.8% to a compound annual
growth rate of 20.5% and maintaining a long-term growth rate of 2.1% per annum
would reduce the headroom against the non-current assets to £nil. This
assumes no cost mitigations over the forecast period other than the costs of
sales that would be saved from the lost revenue.
In a scenario where the short-term growth rate reduced to a compound annual
growth rate of 18.9%, with a long-term growth rate of 2.1% per annum and no
cost mitigations over the forecast period other than the costs of sales saved,
the CGU group's carrying amount would exceed its value in use by £2.3m.
The Directors consider these scenarios possible but unlikely based on the
identified market opportunities for its products and services, the successful
go-live of a major dispatch project during September 2024, and the opportunity
to take cost mitigation actions in the event that revenues are materially
lower than the base case forecast.
12. Share capital
2025 2025 2024 2024
Number £ Number £
Allotted, called up and fully paid:
Ordinary shares of 0.4p each 29,732,116 118,928 30,325,682 121,303
The following share transactions have taken place during the year ended 31
July 2025:
2025 2024
Number Number
At the start of the year 30,325,682 29,957,908
Shares bought back and cancelled (674,510) -
Exercised share options 80,944 367,774
At the end of the year 29,732,116 30,325,682
During the year, the Company purchased from the open market, and cancelled, a
number of ordinary shares as part of a previously announced share buy-back
programme. The purchases were made in accordance with the general authority of
the Company to repurchase ordinary shares granted by shareholders at the
Company's Annual General Meeting held on 22 January 2025.
The shares were acquired at an average price of £4.43 per share, with prices
ranging from £3.10 to £5.07. The total cost of £3,000,000, including
£15,000 of transaction costs, was deducted from ordinary shareholder equity.
During the year, a number of options were exercised from the employee schemes
all with an exercise price of 0.4p; all took place at the nominal value
13. Subsequent events
There have been no disclosable events subsequent to the balance sheet date.
14. Annual Report and Annual General Meeting
The Company anticipates dispatching a copy of its annual report and accounts,
or otherwise making it available, to all shareholders on or around 5 December
2025. A copy will also be available on the Company's website: www.tracsis.com.
The Annual General Meeting of the Company will be held at Nexus, Discovery
Way, Leeds, LS2 3AA on 14 January 2026 at 9am.
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