("Microlise", "the Group" or "the Company")
Interim Results for the Six Months Ended 30 June 2025
Strong performance driven by consistent strategic execution
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H1 2025 |
H1 2024 |
Change |
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Financial |
Revenue |
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12.6% |
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Recurring Revenue |
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11.1% |
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Recurring revenue as % of Group revenue |
67.0% |
67.9% |
-0.9ppts |
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Gross Profit |
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12.8% |
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Gross Profit Margin % |
65.6% |
65.5% |
0.1ppts |
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Adjusted Operating Profit (1) |
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25.7% |
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Adjusted EBITDA (2) |
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18.8% |
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Adjusted EBITDA % |
14.1% |
13.4% |
0.7ppts |
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Profit before tax |
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465% |
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Adjusted Profit before tax (3) |
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26.5% |
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Adjusted Profit before tax % |
8.2% |
7.3% |
0.9ppts |
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Basic EPS (p) |
1.10p |
0.00p |
100% |
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Adjusted Basic EPS (p) (4) |
2.62p |
2.18p |
20.2% |
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Cash and cash equivalents |
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24.7% |
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KPIs |
ARR run rate (5) |
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8.7% |
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Number of subscriptions (6) |
884,000 |
827,000 |
6.9% |
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Long-term contract customer churn by value |
0.5% |
0.5% |
- |
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1. Adjusted Operating Profit excludes amortisation on business combinations, exceptional items in relation to the cyber incident, acquisitions, restructuring costs and share based payments. 2. Adjusted EBITDA excludes, exceptional costs in relation to acquisitions and restructuring costs, depreciation, amortisation, share of loss of associate, interest, tax and share based payments. 3. Adjusted Profit before taxation excludes exceptional costs in relation to acquisitions and restructuring costs, share based payments, loss of share of associate and amortisation charges as a result of business combinations 4. Adjusted Basic EPS is calculated by dividing the Adjusted Profit after taxation by the weighted average number of ordinary shares outstanding. Adjusted Profit after taxation excludes exceptional costs in relation to acquisitions and restructuring costs, costs in relation to the cyber incident, share based payments, loss of share of associate and amortisation charges as a result of business combinations. 5. ARR run rate change figure and % compare the annualised recurring revenue figure for 6. Subscriptions change figure and % compare the subscriptions as at |
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Financial Highlights
· Increase in total revenue of 12.6% to
· Recurring revenues increased 11% to
· ARR growth of 8.7% to
· Adjusted EBITDA increased 19% to
· The Group's net cash at
· The Board has declared an interim dividend for 2025 of 0.60p (FY2024: 0.57p) per share.
Strategic and Operational Highlights
· New customer acquisition remained strong with 216 new direct customers added during the period and strong demand for the expanding product suite.
· Several major, multi-year, new contract wins including Müller UK and Ireland, Greene King, as well as Geraldton Fishermen's Co-Operative (Brolos) in Australia and winning further new wins in France post-period end demonstrating execution of international expansion.
· Several major multi-year renewals, with increased revenues, signed in the period including Maritime,
· Multi-year renewal of the partnership agreement with the
· Customer retention remains very strong with churn at 0.5% (H1 2024: 0.5%).
Nadeem Raza, CEO of Microlise, commented: "Looking ahead, we remain encouraged by our progress and momentum. While we are mindful of broader market challenges, including a slower recovery in the automotive sector, our refreshed go-to-market strategy, healthy order book, and expanding product suite give us confidence in our ability to deliver disciplined, profitable growth. I'd like to thank the entire Microlise team for their continued hard work and commitment."
For further information, please contact:
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Nadeem Raza, CEO Nick Wightman, CFO
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C/O SEC Newgate |
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Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Halley-Stott
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Tel: +44 (0) 20 7523 8000 |
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SEC Newgate ( |
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Bob Huxford / Molly Gretton / Harry Handyside |
About Microlise
Microlise Group Plc is a leading provider of transport and fleet technology to transport and logistic operators helping them to improve efficiency, safety, and reduce emissions. These improvements are delivered through reduced fuel use, reduced mileage travelled, improved driver performance, fewer accidents, elimination of paperwork and delivery of an enhanced customer experience.
Established in 1982, Microlise is an award-winning business with over 2,500 clients, and a global workforce of 800 across the Group's headquarters in Nottingham in the UK, and offices in France, Australia, and India.
Microlise is listed on the AIM market of the London Stock Exchange (AIM: SAAS) and qualifies for the
Chairman's Statement
On behalf of the Board, I am pleased to report that Microlise has delivered another strong performance for the six-month period ending
Revenue for the period grew by 12.6% to
Our customer base continued to expand both in the UK and internationally. We welcomed 216 new customers in the period, with wins across all of the geographies in which we operate. At the same time we continued to strengthen our relationships with long-standing customers, with retention levels remaining exceptionally high. Customer churn was steady at 0.5%, reflecting the critical role Microlise's products play in customers' day-to-day logistics operations. The appointment of our new Chief Revenue Officer, Mike Blackburn, during the second half of 2024 has already delivered positive momentum, with refreshed go-to-market strategies supporting both new customer acquisition and deeper engagement with existing clients.
Innovation remains at the core of our strategy. During the first half of the year, we advanced our MicroliseOne platform, which will consolidate our full product suite onto a single, scalable platform to drive cross-sell and upsell opportunities. We also enhanced several existing solutions, in line with our customers' operational, sustainability and compliance priorities, reinforcing the value our technology brings to their businesses.
Since the cybersecurity incident that occurred in
Looking ahead, we enter the second half of the year with encouraging market conditions and a healthy and growing pipeline. Our ongoing investment in product development, together with positive impacts from our margin improvement initiatives, positions us well to deliver against market expectations for the full year and to support sustainable long-term growth.
On behalf of the Board, I would like to thank our employees for their continued commitment, our customers for their trust and confidence in our product offering, and our shareholders for their ongoing support. With a clear strategy, a strong financial position, and a market-leading product offering, Microlise is well-positioned to build on its momentum in the months and years ahead.
CEO's Statement
Microlise delivered a strong performance in the first half of 2025, with sales order intake exceeding expectations. This reflects the quality of our ever-expanding, increasingly integrated offering, alongside the effectiveness of our strategic focus and the resilience of our business model.
There have been delays to projects at our some of our clients due to them experiencing cyber incidents. Whilst some projects are now scheduled to roll out in H2 and into 2026, particularly in the Transport Management System (TMS) space, the strength of our order book and market diversity positions us well for the remainder of the year. Margin enhancement initiatives have already begun to show results, with improved margin percentages in H1 driven by tighter control of external spend, reduced overheads, and the introduction of lean processes and AI efficiencies.
Market
We are experiencing healthy and robust conditions across all the markets and geographies in which we operate. One notable trend during the period under review is the market's shift toward a greater focus on cost savings. This is expected to benefit Microlise as cost reduction is an area in which we add significant value to our clients.
We continue to see recovery in the automotive OEM sector, with further improvements forecasted for H2 . Although our focus is primarily on trucks, this recovery encompasses trucks, vans, and cars, and is a clear positive shift from the slower conditions seen in Q3 and Q4 last year.
Despite market speculation, the US's worldwide tariff announcements in April did not result in any observable impact on our direct business or that of our direct customers, however, we believe it has contributed to flat performance on OEM volumes. OEMs are evaluating the distribution of production between China and the US, but such changes require long-term planning and significant investment. The market in which we operate has remained stable since April, which speaks to its health and resilience.
Customers
Customer acquisition remains strong during the period, with 216 new customers added (H1 2024: 202). The Company enjoyed success in signing new mid-tier fleet customers (100-500 vehicles), which has been a strategic focus for the business. Notable new wins during the period included 2 new customers in France, and Viamaster in the UK. The French contracts in particular demonstrate the Company's growing momentum in the region. Customer retention was also strong, with churn steady at 0.5% during the six months under review (H1 2024: 0.5%).
The initial workstreams of the new client portal, MicroliseOne, commenced its rollout earlier this year and is now being activated across our customer base. Initial features such as consistent secure user ID across all products, and better tools for 3rd party developers for integration have received positive feedback. Further feature rollouts are continuing through H2 and into 2026.
We hosted our most successful
Product Offering
We continue to expand support for third-party hardware, with new DVR cameras and other integrations planned for the second half of the year. While ESG-related product uptake has slowed slightly, our ever-expanding support for electric vehicles remains a long-term priority.
The integration of ESS and Vita software into our product set is now complete from a customer perspective, with only the consolidation of the still decentralised physical infrastructure outstanding.
Under the MicroliseOne banner, we are progressing a continuous programme to unify our product suite, enhancing cross-sell and upsell opportunities and delivering a more compelling offering to customers. This is covered in more detail below under the 'Greater Product Integration' strategy section.
During the period, we achieved TCA Type Approval in Australia, a mandatory certification under the country's Telematics Certification Australia framework which ensures compliance with strict regulatory and safety standards for telematics solutions. This approval is a key requirement for providers to supply technology into the regulated heavy vehicle sector, particularly in the linehaul and freight industries, and therefore provides Microlise with access to a significantly larger addressable market. Combined with the integration of Logmaster's Electronic Work Diary (EWD) solution, these developments further strengthen our regional capabilities and position us for accelerated growth in Australia.
From a product development perspective, we delivered updates for more than 50,000 users through enhancements to the SmartPOD application and key improvements to the Transport Web Portal user experience. In addition, new versions of hardware were released, including BLE 5 Proximity Beacons that extend visibility of unpowered assets via the Microlise mesh network, and the latest generation of Android rugged vehicle tablets.
Strategic Focus
We made significant strategic progress during the first half of 2025. Our recently appointed Chief Revenue Officer, Mike Blackburn, launched a new go-to-market strategy in January, changing incentive plans and the way we operate our sales function. This has already begun to yield results, with increased cross-selling and up-selling and greater success beyond our traditional market segment of large fleets.
Looking individually at our six core strategic priorities, progress was achieved in each of them in the half year under review:
Improving margins through greater efficiencies
Margin enhancement initiatives are yielding results, reflected in improved margin percentages in H1 2025. Cost control measures, including reduced external spend and overhead management, are contributing to efficiency gains. These are being further augmented through increasing use of AI and lean process implementation. While some benefits take time to impact the bottom line, early signs are evident, and we are confident of further improvements in H2 2025 and into 2026.
Greater product integration
The evolution of MicroliseOne continues apace, with significant progress made to date and further development planned. MicroliseOne is the Group's strategic initiative to tightly consolidate and optimise all its products onto a single technology stack and interface. This will be an ongoing process as the Company continues to expand its portfolio of solutions both through organic development and selected acquisitions.
MicroliseOne offers a more seamless and intuitive experience for users, which will ultimately enable them to manage all aspects of their fleets and logistics operations through a single platform reducing the barriers to upselling further products. This is driving increasing adoption and satisfaction amongst our customers.
Mid-market Penetration
We are continuing to go beyond our traditional market of large fleets to target those in the mid-tier (100-500). This strategy has yielded strong results in the period, with us signing more new mid-tier fleet customers than large fleet customers.
Continued investment into security measures for our blue-chip customer base
We have continued to invest in our cyber defences throughout H1 2025. Despite recovering rapidly from the attack we suffered in 2024, without compromising any customers system data, it is essential we ensure the future resilience of our systems as they are critical to our customers' operations.
M&A
M&A remains a key part of the strategy, with several targets having been evaluated during the period under review. The Group's M&A focus is chiefly focused outside the UK, particularly in Australia, France, Canada, and Europe as we look to strengthen our position outside the UK.
In terms of the integration of our ESS and Vita acquisitions, these are now complete from an external perspective with all software fully integrated. However, hosting remains decentralised, and efforts are underway to consolidate the physical infrastructure.
International Expansion
All the international regions in which we operate are seeing solid growth and we see no reason for this to change in the foreseeable future. Product adoption differs across the regions in which we operate, often as a result of cultural differences, and so we are increasingly tailoring our offerings to meet the demands of each market. For example, cameras and planning optimisation tools are performing well in Australia, while handheld and driver mobility applications are gaining traction in Europe.
People
As part of our new go-to-market strategy, launched in January of 2025 and led by Mike Blackburn, our Chief Revenue Officer, we have expanded our Sales & Marketing team during the period under review. This investment is directed towards lead generation activities across all territories and industries and is expected to deliver significant year-on-year growth in new business. This is an ongoing process, which enables us to better capitalise on the increasing emergence of new opportunities.
ESG
Our customers remain focused on improving sustainability. This focus is driven not only by environmental responsibility but also by the tangible benefits of reducing costs and improving operational efficiencies. Our product suite, which helps companies minimise fuel consumption, enhance road safety, and extend the useful life of assets continues to align directly with these customer needs. At the same time, our solutions deliver wider societal benefits by contributing to cleaner air, safer roads, and a more sustainable environment.
Microlise is committed to strengthening its own ESG credentials and progressing towards its net-zero goals. The Company's executive incentive plan is partly tied to achieving sustainability targets, reflecting the importance we place on these objectives. During the first half of 2025, we made good progress, including the arrival of hybrid vans for our field engineers, completion of an energy audit at our headquarters, and the expansion of our employee EV car scheme to include pre-loved and nearly new vehicles. We also introduced a new leadership role, Head of Health & Safety, Environmental and Facilities, to drive forward our commitments. In addition, we remain committed to supporting our customers adoption of electric vehicles across the sector.
On the social side of ESG, we are proud to have achieved
Outlook
Looking ahead, we believe we are well-positioned to continue our positive momentum. We are mindful that the recovery of the automotive sector is slower, impacted by the tariff environment. The wider macro-economic environment is also leading to some project delays at certain of our clients. We are keeping a close eye on these things. However, our refreshed go-to-market strategy, a healthy order book, and our ever expanding and increasingly integrated product suite support our strategic ambitions.
We are confident in the strength of our business model and remain focused on disciplined execution to navigate the remainder of the year and deliver profitable growth.
CFO's Statement
The unaudited financial results for the six-month period to
Key Performance Indicators
The following key performance indicators for the 6-month period to
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H1 FY25 |
H1 FY24 |
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Financial |
Revenue |
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12.6% |
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Recurring Revenue |
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11.1% |
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Recurring revenue as % of Group revenue |
67.0% |
67.9% |
-0.9ppts |
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Gross Profit |
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12.8% |
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Gross Profit Margin % |
65.6% |
65.5% |
0.1ppts |
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Adjusted Operating Profit (1) |
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25.7% |
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Adjusted EBITDA (2) |
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18.8% |
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Adjusted EBITDA % |
14.1% |
13.4% |
0.7ppts |
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Profit before tax |
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465% |
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Adjusted Profit before tax (3) |
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26.5% |
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Adjusted Profit before tax % |
8.2% |
7.3% |
0.9ppts |
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Basic EPS (p) |
1.10p |
0.00p |
100% |
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Adjusted Basic EPS (p) (4) |
2.62p |
2.18p |
20.2% |
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Cash and cash equivalents |
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24.7% |
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KPIs |
ARR run rate (5) |
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8.7% |
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Number of subscriptions (6) |
884,000 |
827,000 |
6.9% |
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Long-term contract customer churn by value |
0.5% |
0.5% |
- |
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1. Adjusted Operating Profit excludes amortisation on business combinations, exceptional costs in relation to the cyber incident, acquisitions, restructuring costs and share based payments. 2. Adjusted EBITDA excludes, exceptional items in relation to the cyber incident, exceptional costs in relation to acquisitions and restructuring costs, depreciation, amortisation, share of loss of associate, interest, tax and share based payments. 3. Adjusted Profit before taxation excludes exceptional costs in relation to acquisitions and restructuring costs, share based payments, loss of share of associate and amortisation charges as a result of business combinations 4. Adjusted Basic EPS is calculated by dividing the Adjusted Profit after taxation by the weighted average number of ordinary shares outstanding. Adjusted Profit after taxation excludes exceptional costs in relation to acquisitions and restructuring costs, costs in relation to the cyber incident, share based payments, loss of share of associate and amortisation charges as a result of business combinations. 5. ARR run rate change figure and % compare the annualised recurring revenue figure for 6. Subscriptions change figure and % compare the subscriptions as at |
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Revenue
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KPIs for the six months ended |
H1 FY25 |
H1 FY24 |
Change |
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Group revenue |
44.1 |
39.1 |
12.6% |
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Recurring revenue |
29.5 |
26.6 |
11.1% |
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Annual recurring revenue (ARR) |
58.7 |
54.0 |
8.7% |
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Non-recurring revenue |
14.5 |
12.6 |
15.7% |
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Installation |
2.6 |
2.1 |
21.9% |
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Hardware |
10.1 |
8.5 |
20.0% |
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Professional services |
1.8 |
2.0 |
(8.5%) |
Revenue grew by 12.6% to £44.1m (H1 2024: £39.1m), driven by strong growth in both non-recurring revenue which was 15.7% higher at £14.5m (H1 2024: £12.6m) and recurring revenue which was 11.1% higher at £29.5m (H1 2024: £26.6m). Hardware revenue increased by 20% to £10.1m (H1 2024: £8.5m) and installation revenue was 22% higher at £2.6m (H1 2024: £2.1m) with strong delivery against the direct orderbook and the easing of the local vehicle constraints in Australia that had a negative impact in the first half of FY24.
Recurring revenue grew 11.1% to £29.5m (H1 2024: £26.6m) driven by strong increases in the direct customer base. As a result recurring revenue contributed 67.0% to overall revenue (H1 2024: 67.9%).
ARR increased 8.7% to £58.7m (H1 2024: £54.0m) with the expected contributions from key contract wins such as GSF, Foodstuffs North Island, STAF and Woolworths now positively impacting as deliveries continued in H2 2024.
Gross Profit
Gross profit for the 6 months ended 30 June 2025 increased by 12.8% to £28.9m (H1 2024 £25.6m). Total gross margin as a percentage of revenue has increased slightly while the Group has delivered gross margin performance improvements in both recurring and non-recurring revenues. Non-recurring revenue margin has seen increases in both hardware and installation, but revenue mix has meant overall non-recurring margin has reduced by 0.5%. Recurring revenue gross margin continues its positive upward trend with a c.1.0% increase, as a result of increased subscription revenues coupled with effective cost management and efficiency programmes.
Administrative Expenses & Operating Profit
Adjusted administrative expenses before exceptional administrative charges, amortisation & depreciation, and share based payment charges, in the 6-month period ended 30 June 2025 increased 9.5% to £22.9m (H1 2024: £20.9m)
Staff costs in the 6 months ended 30 June 2025 increased 8.4% to £18.9m (H1 2024: £17.5m) which includes the impact of the increase in employers National Insurance rates. On a like for like basis, staff costs have increased 6.6% (H1 2024: 12%). Average headcount in the period was 811 (H1 2024: 794) reflecting the planned increase in sales and marketing investment to support the refreshed go-to-market (GTM) strategy. This increase also reflects the continued expansion of our engineering team to support the insourcing of installation work, a part of our margin enhancement strategy.
Marketing spend for the period increased by 26% to £1.3m (H1 2024: £1.0m), reflecting the Group's strategic focus on growth. This investment was directed towards lead generation activities across all territories and industries, delivering significant year-on-year growth in new business leads. Additional spend on PR in targeted markets also successfully increased coverage across key trade and mainstream publications.
Legal, professional and IT costs in the 6 months ended 30 June 2025 increased 28% to £2.4m (H1 2024: £1.9m). This increase was driven by our ongoing investment programme to enhance cybersecurity, upgrade internal business systems for greater efficiency and scalability, and absorb increased third-party licensing fees.
Capitalised development costs in the period were £1.4m (H1 2024: £1.4m), reflecting the continued investment into the product portfolio, whilst amortisation of capitalised development costs in the period ended 30 June 2025 was £1m (H1 2024: £0.8m).
Operating profit for the 6 months ended 30 June 2025 after adjusting for exceptional items, share based payments, amortisation charges as a result of business combinations increased by 26% to £3.5m (H1 2024: £2.8m). Reported operating profit for the 6 months ended 30 June 2025 was £1.7m, an increase of 240% (H1 2024: £0.5m profit).
Adjusted EBITDA(2) & Profit Before Tax (3)
The growth in revenue and gross margin, coupled with positive contribution from several efficiency initiatives, has enabled the Group to deliver an adjusted EBITDA in the 6 months ended 30 June 2025 of £6.2m (H1 2024 £5.2m), an increase of 18.8%. Adjusted EBITDA margin for the period is 14.1% (H1 2023: 13.4%). To provide a guide to the underlying business performance, adjusted EBITDA excludes exceptional administrative costs, depreciation, amortisation, interest, tax and share based payments.
Depreciation and amortisation increased to £2.7m (H1 2024: £2.5m) driven mainly by increased amortisation charges relating to internally developed software.
Adjusted profit before taxation for the 6 months ended 30 June 2025 increased 26.5% to £3.6m (H1 2024: £2.8m). The adjusted profit before taxation excludes exceptional costs in relation to acquisitions, restructuring, cyber costs, share of loss of associate and share based payments and amortisation charges of £1.4m (H1 2024: £1.4m) as a result of business combinations. Reported profit before taxation in the period increased 465% to £1.9m (H1 2024: £0.3m).
Taxation
The tax charge in the 6 months ended 30 June 2025 was £0.6m (H1 2024: £0.3m). The effective tax rate decreased to 32% from 79% in H1 2024. This reduction was primarily caused by an increase in profit before tax, which diluted the impact of disallowable expenses, and the non-recurrence of a large deferred tax charge from H1 2024.
Adjusted Profit after Tax and EPS(4) & Dividend
Adjusted Profit after tax, which excludes exceptional costs in relation to acquisitions and restructuring costs, share of profit or loss of associate and amortisation charges as a result of business combinations, increased 21% to £3.0m (H1 2024: £2.5m). As a result, adjusted basic earnings per share for the 6-month period ended 30 June 2025 increased to 2.62p (H1 2024: 2.18p) and adjusted diluted earnings per share was 2.62p for share for the 6-month period ended 30 June 2025 (H1 2024: 2.16p).
Reported profit after taxation in the period was £1.3m (H1 2024: £0.0m). As a result, the reported basic earnings per share for the 6-month period ended 30 June 2025 was 1.10p (H1 2024: 0.003p) and diluted earnings per share was 1.09p for the 6-month period ended 30 June 2025 (H1 2024: 0.003p).
The Group paid its full year dividend of 1.24 pence per share on 27 June 2025 to shareholders on the register at close of business on 6 June 2025.
The Board has declared an interim dividend of 0.60p (H1 2024: 0.57p) per share, £0.7m in aggregate, in line with the Group's progressive dividend policy which was implemented at the FY23 annual results. The interim dividend will be paid on 7 November 2025 to shareholders on the register on 10 October 2025. The ex-dividend date is therefore 9 October 2025.
Group Statement of Financial Position
The Group had net assets of £72.0m at 30 June 2025 (H1 2024: £74.2m). Non-current assets reduced by £3m as a result of the reduction of £2.2m in intangible assets reflecting net impact of the capitalisation of development costs less amortisation charges and the reclassification of the loan to associates to current assets. Current assets increased £1.6m driven by the increase in cash and trade and other receivables, loan to associate, offset by reductions in inventories and recoverable corporation tax. Total liabilities decreased by £2m due to a decrease in deferred income and trade payables and the provisions relating to 3rd party claims resulting from the cyber incident. The Group typically invoices for software subscriptions monthly, quarterly, annually or for the life of the subscription in advance, which drives a strong balance sheet with significant cash balances. Revenue is recognised in the month the service is provided with deferred income disclosed as contract liabilities in current and non-current liabilities.
Adjusted Cashflow(5) & Net Cash
Adjusted cash flows generated from operations (5) remains healthy at £4.0m in the period (H1 2024: £3.8m), this represents a cash conversion rate(6) of 64% (H1 2024: 72%). The reduction in cash conversion rate reflected a planned increase in inventory levels ahead of several project rollouts scheduled for H2 2025 and is expected to normalise once these deployments are completed. Reported cash flows generated from operations in the period was £3.9m (H1 2024: £3.3m).
After the period end, the Group received £2.2m in cash proceeds from the sale of its investment in Trakm8 Holdings Plc following its takeover, which included our 20% shareholding as well as the repayment and conversion of a £1m convertible loan note. The Group ended the 6-month period to 30 June 2025 with cash and cash equivalents of £11.2m (H1 2024: £8.9m).
Banking Facility
The Group has a facility with HSBC that provides a £10m committed revolving cash flow facility and a £20m accordion. The Group has not utilised any of this facility to date and remains comfortably within its banking covenants. The Group's gross cash of £11.2m (H1 2024: £8.9m) and the undrawn £10.0m facility gives the Group £21.2m of liquidity, which the Directors believe provides ample headroom for Microlise to deliver against its strategic goals.
Additional Notes
1. OEM is an abbreviation for Original Equipment Manufacturers
2. Adjusted EBITDA excludes exceptional costs in relation to acquisitions and restructuring costs, depreciation, amortisation, share of profit or loss of associate, interest, tax and share based payments.
3. Adjusted Profit before tax excludes exceptional costs in relation to acquisitions and restructuring costs, share based payments, share of profit or loss of associate and amortisation charges as a result of business combinations
4. Adjusted Profit after tax excludes exceptional costs in relation to acquisitions and restructuring costs, share of profit or loss of associate and amortisation charges as a result of business combinations. Adjusted EPS is calculated by dividing the Adjusted Profit after tax by the weighted average number of ordinary shares outstanding as reported in note 4 of the financial statements
5. Adjusted cash flow generated from operations adds back exceptional costs in relation to integration and restructuring costs
6. Cash conversion is calculated by dividing adjusted cash flow generated from operations by adjusted EBITDA.
Nick Wightman, Chief Financial Officer
Interim unaudited Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2025
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Six months ended 30 June 2025 |
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Underlying results |
Exceptional cyber incident income (note 2) |
Total |
Six months ended Total |
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2024 |
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Note |
£'000 |
£'000 |
£'000 |
£'000 |
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Revenue |
1 |
44,050 |
- |
44,050 |
39,118 |
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Cost of sales |
|
(15,158) |
- |
(15,158) |
(13,503) |
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Gross profit |
|
28,892 |
- |
28,892 |
25,615 |
|
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Other operating income |
|
230 |
381 |
611 |
547 |
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Administrative expenses |
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(27,501) |
(259) |
(27,760) |
(25,650) |
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Operating profit |
|
1,621 |
122 |
1,743 |
512 |
|
|
|
|
|
|
|
|
|
|
Interest income |
|
233 |
- |
233 |
225 |
|
|
Interest expense |
|
(113) |
- |
(113) |
(147) |
|
|
Share of loss of associate net of tax |
|
- |
- |
- |
(260) |
|
|
Profit before tax
|
|
1,741 |
122 |
1,863 |
330 |
|
|
Taxation |
4 |
(561) |
(31) |
(592) |
(326) |
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
1,180 |
91 |
1,271 |
4 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the period |
|
|
|
|
|
|
|
Currency translation differences |
|
(204) |
- |
(204) |
8 |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period attributable to the equity shareholders of Microlise Group PLC |
|
976 |
91 |
1,067 |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
Basic earnings per share (pence) |
5 |
1.02 |
0.08 |
1.10 |
0.003 |
|
|
Diluted earnings per share (pence) |
5 |
1.01 |
0.08 |
1.09 |
0.003 |
|
Interim unaudited consolidated Statement of Changes in Equity
|
|
Share Capital |
Share Premium |
Retained earnings |
Total Equity |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 January 2024 |
116 |
17,630 |
57,927 |
75,673 |
|
Comprehensive income for the period to 30 June 2023 |
|
|
|
|
|
Profit for the period |
- |
- |
4 |
4 |
|
Other comprehensive income |
- |
- |
8 |
8 |
|
Total comprehensive income for the period |
- |
- |
12 |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment |
- |
- |
520 |
520 |
|
Dividends paid |
- |
- |
(2,000) |
(2,000) |
|
Total transactions with owners |
- |
- |
(1,480) |
(1,480) |
|
At 30 June 2024 |
116 |
17,630 |
56,459 |
74,205 |
|
Comprehensive expense for the period to 31 December 2024 |
|
|
|
|
|
Loss for the period |
- |
- |
(2,058) |
(2,058) |
|
Other comprehensive expense |
- |
- |
(42) |
(42) |
|
Total comprehensive expense for the period |
- |
- |
(2,100) |
(2,100) |
|
|
|
|
|
|
|
Share based payment |
- |
- |
455 |
455 |
|
Dividends paid |
- |
- |
(661) |
(661) |
|
Total transactions with owners |
- |
- |
(206) |
(206) |
|
|
|
|
|
|
|
At 31 December 2024 |
116 |
17,630 |
54,153 |
71,899 |
|
|
|
|
|
|
|
Comprehensive income for the period to 30 June 2025 |
|
|
|
|
|
Profit for the period |
- |
- |
1,271 |
1,271 |
|
Other comprehensive expense |
- |
- |
(204) |
(204) |
|
Total comprehensive income for the period |
- |
- |
1,067 |
1,067 |
|
|
|
|
|
|
|
Share based payment |
- |
- |
442 |
442 |
|
Dividends paid |
- |
- |
(1,438) |
(1,438) |
|
Total transactions with owners |
- |
- |
(996) |
(996) |
|
|
|
|
|
|
|
At 30 June 2025 |
116 |
17,630 |
54,224 |
71,970 |
|
|
|
|
|
|
Interim unaudited Consolidated Statement of Financial Position
as at 30 June 2025
|
|
Note |
30 June |
31 December |
30 June |
|
|
|
2025 |
2024 |
2024 |
|
|
|
£'000 |
£'000 |
£'000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property, plant and equipment |
|
9,196 |
8,702 |
9,425 |
|
Intangible assets |
6 |
82,797 |
83,914 |
84,987 |
|
Investments in associate |
8 |
1,364 |
1,364 |
1,333 |
|
Loan to associate |
8 |
- |
- |
1,000 |
|
Trade and other receivables |
|
3,776 |
3,201 |
3,406 |
|
Total non-current assets |
|
97,133 |
97,181 |
100,151 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
|
3,151 |
3,212 |
3,842 |
|
Loan to associate |
8 |
1,045 |
1,000 |
- |
|
Trade and other receivables |
|
19,173 |
21,104 |
18,244 |
|
Corporation tax recoverable |
|
- |
746 |
1,907 |
|
Cash and cash equivalents |
|
11,159 |
11,401 |
8,946 |
|
Total current assets |
|
34,528 |
37,463 |
32.939 |
|
Total assets |
|
131,661 |
134,644
|
133,090 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Lease liabilities |
|
(1,014) |
(809) |
(895) |
|
Trade and other payables |
|
(32,248) |
(36,409) |
(35,289) |
|
Corporation tax payable |
|
(103) |
- |
- |
|
Total current liabilities |
|
(33,365) |
(37,218) |
(36,184) |
|
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
Lease liabilities |
|
(1,106) |
(500) |
(704) |
|
Trade and other payables |
|
(16,223) |
(16,051) |
(15,140) |
|
Deferred tax |
|
(6,179) |
(6,114) |
(6,857) |
|
Provisions |
|
(2,818) |
(2,862) |
- |
|
Total non current liabilities |
|
(26,326) |
(25,527) |
(22,701) |
|
|
|
|
|
|
|
Total liabilities |
|
(59,691) |
(62,745) |
(58,885) |
|
|
|
|
|
|
|
Net assets |
|
71,970 |
71,899 |
74,205 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Issued share capital |
|
116 |
116 |
116 |
|
Share premium account |
|
17,630 |
17,630 |
17,630 |
|
Retained earnings |
|
54,224 |
54,153 |
56,459 |
|
Total equity |
|
71,970 |
71,899 |
74,205 |
Interim unaudited Consolidated Statement of Cash Flows
for the period ended 30 June 2025
|
|
|
Six months ended |
Six months ended |
|
|
Note |
2025 |
2024 |
|
|
|
£'000 |
£'000 |
|
Cash flows from operating activities |
|
|
|
|
Cash generated from operations |
A |
3,510 |
3,451 |
|
Tax received |
|
496 |
- |
|
Tax paid |
|
(108) |
(138) |
|
Net cash generated from operating activities |
|
3,898 |
3,313 |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment |
|
(646) |
(840) |
|
Additions to intangible assets |
|
(1,401) |
(1,430) |
|
Purchase of subsidiaries (Vita Software Limited) |
|
- |
(200) |
|
Purchase of subsidiaries (Enterprise Software Systems Limited) |
|
- |
(6,212) |
|
Interest received |
|
188 |
225 |
|
Net cash used in investing activities |
|
(1,859) |
(8,457) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Dividends paid |
|
(1,438) |
(2,000) |
|
Interest paid |
|
(113) |
(147) |
|
Lease liability payments |
|
(672) |
(565) |
|
Net cash used in financing activities |
|
(2,223) |
(2,712) |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(184) |
(7,856) |
|
Cash and cash equivalents at beginning of the year |
|
11,401 |
16,800 |
|
Foreign exchange (losses)/gains |
|
(58) |
2 |
|
Cash and cash equivalents at end of the year |
B |
11,159 |
8,946 |
|
|
|
|
|
Notes to the interim unaudited consolidated statement of cash flows
for the period ended 30 June 2025
A. Cash generated from operations
The reconciliation of profit for the period to cash generated from operations is set out below:
|
|
|
Six months ended |
Six months ended |
|
|
|
2025 |
2024 |
|
|
|
£'000 |
£'000 |
|
Profit for the period |
|
1,271 |
4 |
|
Adjustments for: |
|
|
|
|
Depreciation of property, plant and equipment |
|
1,625 |
1,580 |
|
Amortisation of business combination intangible assets |
|
1,420 |
1,404 |
|
Amortisation of other intangible assets |
|
1,098 |
877 |
|
Share based payments |
|
442 |
520 |
|
Foreign exchange loss in respect of intercompany balances |
|
(161) |
- |
|
Net interest costs |
|
(120) |
(78) |
|
Share of loss of associate |
|
- |
260 |
|
Tax charge |
|
592 |
326 |
|
|
|
6,167 |
4,893 |
|
Working capital movements: |
|
|
|
|
Decrease/(increase) in inventories |
|
61 |
(494) |
|
Increase/(decrease) in trade and other receivables |
|
1,276 |
(2,754) |
|
(Decrease)/increase in trade and other payables |
|
(3,994) |
1,806 |
|
Cash generated from operations |
|
3,510 |
3,451 |
|
|
|
|
|
B. Analysis of net cash
|
|
At 1 January 2024 |
Cash flow |
Non-cash changes |
At |
|
|
|
|
|
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Lease liabilities |
(1,553) |
565 |
(611) |
(1,599) |
|
Liabilities arising from financing activities |
(1,553) |
565 |
(611) |
(1,599) |
|
|
|
|
|
|
|
Cash and cash equivalents |
16,800 |
(7,856) |
2 |
8,946 |
|
Net cash |
15,247 |
(7,291) |
(609) |
7,347 |
|
|
At 1 January |
Cash flow |
Non-cash changes |
At |
|
|
2025 |
|
|
2025 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Lease liabilities |
(1,309) |
672 |
(1,483) |
(2,120) |
|
Liabilities arising from financing activities |
(1,309) |
672 |
(1,483) |
(2,120) |
|
|
|
|
|
|
|
Cash and cash equivalents |
11,401 |
(184) |
(58) |
11,159 |
|
Net cash |
10,092 |
488 |
(1,541) |
9,039 |
Notes to the interim unaudited financial information
General information
The parent company is a holding company and its subsidiaries are businesses that provide technological transport and fleet management solutions. Its technology is designed to help businesses improve efficiency, reduce emissions, lower costs, and increase safety on the road . The company is a public limited company listed on the AIM market of the London Stock Exchange, incorporated and domiciled in England. The address of the registered office is Farrington Way, Eastwood, Nottingham, NG16 3AG.
Basis of preparation
This interim announcement and condensed consolidated interim financial information has been prepared in accordance with the recognition and measurement requirements of UK adopted International Accounting Standards as effective for periods beginning on or after 1 January 2025 ('IFRS').
In preparing these interim financial statements, the Board have considered the impact of any new standards or interpretations which will become applicable for the next Annual Report and Accounts which deal with the year ending 31 December 2025 and there are not expected to be any changes in the Group's accounting policies compared to those applied at 31 December 2024, a full description of which are contained in the financial statements for the year ended 31 December 2024 which are available on our website.
There are no new standards, interpretations and amendments in issue which are not yet effective in these financial statements, expected to have a material effect on the Group's future financial statements.
The principal accounting policies used in preparing the interim results are those the Group expects to apply in its financial statements for the year ending 31 December 2025.
The financial information does not contain all of the information that is required to be disclosed in a full set of IFRS financial statements. The financial information for the periods ended 30 June 2025 and 30 June 2024 is unaudited and does not constitute the Group's statutory financial statements for the period.
The statutory audited financial statements for the year ended 31 December 2024 have been filed at Companies House. The auditor's report on those financial statements was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying its report and did not contain a statement under section 498(2)-(3) of the Companies Act 2006.
The interim financial information has been prepared under the historical cost convention unless otherwise specified within these accounting policies. The financial information and the notes to the financial information are presented in thousands of pounds sterling ('£'000'), the functional and presentation currency of the Group, except where otherwise indicated.
The policies have been consistently applied to all periods presented, unless otherwise stated.
Exceptional items
Exceptional items are significant items of income or expense which, because of their size, nature or incidence, merit separate presentation to provide further understanding of the underlying financial performance of the Group during the period.
Going concern
The Group had cash balances of £11.2m at 30 June 2025 and an undrawn committed revolving cash flow facility of £10 million and a £20m accordion facility available until April 2027. The facility may be used for general corporate and working capital purposes and for permitted acquisitions.
The Group has prepared forecasts for the period to 31 December 2026 and a range of sensitivities have been run on the working capital model. The directors consider a scenario in which the business will face liquidity issues or breach covenant conditions in respect of facilities is remote. As part of the sensitivity analysis the directors have considered the impact of a reduction in turnover from their principal customer and the impact on working capital and are satisfied that in such a scenario the Group has sufficient liquid resources to restructure and continue as a going concern servicing the remaining customer base.
In view of the funds and facilities available to the Group the directors consider that there is significant cash headroom in the forecasts and the going concern basis of preparation is therefore appropriate.
1. Segmental information
Recurring revenue represents the sale of the Group's full vehicle telematics solutions, support and maintenance. Non recurring revenue represents the sale of hardware, installation and professional services.
Revenue in respect of the set up, supply of hardware and software installation is recognised at a point in time. Professional services including project management, managed services and support services income is recognised over the period when services are provided.
|
|
|
|
Six months ended |
Six months ended |
|
|
|
|
£'000 |
£'000 |
|
By type |
|
|
|
|
|
Revenue recognised at a point in time: |
|
|
|
|
|
Supply of hardware and installation |
|
|
12,700 |
10,472 |
|
|
|
|
|
|
|
Revenue recognised over time: |
|
|
|
|
|
Professional services including project management |
|
|
1,835 |
2,007 |
|
Managed service agreement income |
|
|
26,571 |
23,883 |
|
Other support and maintenance services |
|
|
2,944 |
2,756 |
|
|
|
|
31,350 |
28,646 |
|
|
|
|
44,050 |
39,118 |
|
By destination: |
|
|
|
|
|
UK |
|
|
39,081 |
36,246 |
|
Rest of Europe |
|
|
1,328 |
887 |
|
Rest of the World |
|
|
3,641 |
1,985 |
|
Total revenue |
|
|
44,050 |
39,118 |
One customer contributed £12.5m and 28% of revenue to the six months ended 30 June 2025 (£11.9m and 30% to the six months ended 30 June 2024).
Due to the nature of revenue, there is not considered to be seasonality in relation to the reported results.
The board views operations as one business and segment with a focus on areas within this including geographical expansion and selling complementary services to the existing customer base.
2. Exceptional income and costs
The Group was subject to a cyber attack on 31 October 2024 where the actions to mitigate and contain the attack resulted in a number of customers not receiving all the managed services they subscribe for in the following 3 week period. As a result, the Group incurred a number of exceptional costs totalling £4,380,000 which were recorded in the results for the year ended 31 December 2024.
The Group has reassessed the provision recognised for customer claims based on its best estimate of the potential outcome of new and existing claims and concluded that no adjustment was required at 30 June 2025. The Group will review and adjust the provision to reflect best estimate again at year end.
The Group considers that its related insurance policies largely cover these liabilities and that it is likely to be reimbursed a materially similar amount of income in due course once the insurance claims are evaluated and processed. In these interim financial statements exceptional other income of £381,000 has been recognised reflecting claims that have been processed for the period to 30 June 2025 offset by a further £259,000 of related professional fees.
3. Alternative performance measures
In reporting financial information, the Group presents alternative performance measures (APMs), which are not defined or specified under the requirements of IFRS. The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide depth and understanding to the users of the financial statements to allow for further assessment of the underlying performance of the Group. The Group's primary results measure, which is considered by the directors of the Group to represent the underlying and continuing performance of the Group, is adjusted EBITDA as set out below. EBITDA is a commonly used measure in which earnings are stated before net finance income, tax, amortisation and depreciation as a proxy for cash generated from trading.
The group qualifies for large company R&D tax reliefs with the RDEC credit included in other operating income above operating profit and in line with common practice is included in the Group's calculation of EBITDA.
|
|
|
|
|
Six months ended |
Six months ended |
|
|
|
|
|
£'000 |
£'000 |
|
Operating profit before share of associate |
|
|
|
1,743 |
512 |
|
|
|
|
|
|
|
|
Share based payment |
|
|
|
442 |
520 |
|
Depreciation of property, plant and equipment |
|
|
|
1,625 |
1,580 |
|
Amortisation of intangible assets that arose from business combinations |
|
|
|
1,420 |
1,404 |
|
Amortisation of other intangible assets |
|
|
|
1,098 |
877 |
|
Exceptional income in respect of cyber incident insurance proceeds |
|
|
|
(381) |
- |
|
Additional costs in respect of cyber incident professional fees |
|
|
|
259 |
- |
|
Post acquisition restructuring and integration expenses |
|
|
|
- |
335 |
|
Adjusted EBITDA |
|
|
|
6,206 |
5,228 |
4. Tax on profit
|
|
|
|
Six months ended |
Six months ended |
|
|
|
|
£'000 |
£'000 |
|
Current taxation |
|
|
|
|
|
UK corporation tax |
|
|
(435) |
(30) |
|
Current period overseas tax |
|
|
(106) |
(85) |
|
Adjustments in respect of prior periods |
|
|
- |
(48) |
|
|
|
|
(541) |
(163) |
|
Deferred taxation |
|
|
|
|
|
Origination and reversal of timing differences |
|
|
(51) |
(212) |
|
Adjustments in respect of prior periods |
|
|
- |
49 |
|
|
|
|
(51) |
(163) |
|
Tax charge on profit |
|
|
(592) |
(326) |
The Finance Act 2021 enacted a UK corporation tax rate of 25% applying to taxable profits from April 2023. This has accordingly been applied at 30 June 2024 and 2025 to deferred tax balances.
4. Tax on profit (continued)
Factors affecting the tax for the period
The tax charge on the profit for the period differs from applying the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are reconciled below:
|
|
|
|
Six months ended |
Six months ended |
|
|
|
|
£'000 |
£'000 |
|
Profit before taxation |
|
|
1,863 |
330 |
|
|
|
|
|
|
|
Corporation tax at standard rate |
|
|
466 |
83 |
|
Factors affecting charge for the period: |
|
|
|
|
|
Disallowable expenses |
|
|
123 |
233 |
|
Other differences including higher overseas tax rates |
|
|
3 |
10 |
|
Tax charge on profit |
|
|
592 |
326 |
In addition, RDEC credits of £80,000 are included in other operating income for the period ended 30 June 2025 (2024: £354,000).
5. Earnings per share
|
|
|
Six months ended |
Six months ended |
|
|
|
|
|
|
Profit used in calculating EPS (£'000) |
|
1,271 |
4 |
|
Weighted average number of shares for basic EPS |
|
115,945,956 |
115,945,956 |
|
Weighted average number of shares for diluted EPS |
|
116,265,851 |
116,927,513 |
|
Basic earnings per share (pence) |
|
1.10 |
0.003 |
|
Diluted earnings per share (pence) |
|
1.09 |
0.003 |
There were 5,619,532 unexercised share options in place at 30 June 2025 (2024: 5,091,622) of which 319,895 (2024: 981,557) were potentially dilutive in the period at their nominal exercise price and are included in the weighted average for diluted EPS.
6. Intangible fixed assets
|
|
|
|
Customer relationships |
|
- business combinations |
Total business combination assets |
|
|
Overall total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
54,291 |
18,186 |
2,711 |
6,868 |
82,056 |
7,254 |
864 |
90,174 |
|
Additions |
|
- |
- |
- |
- |
- |
1,356 |
74 |
1,430 |
|
Acquisition (note 6) |
|
5,902 |
1,837 |
319 |
1,552 |
9,610 |
- |
- |
9,610 |
|
At 30 June 2024 |
|
60,193 |
20,023 |
3,030 |
8,420 |
91,666 |
8,610 |
938 |
101,214 |
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
|
At 1 January 2024 |
|
- |
5,837 |
937 |
3,917 |
10,691 |
2,816 |
439 |
13,946 |
|
Charge for the period |
|
- |
685 |
141 |
578 |
1,404 |
802 |
75 |
2,281 |
|
At 30 June 2024 |
|
- |
6,522 |
1,078 |
4,495 |
12,095 |
3,618 |
514 |
16,227 |
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
At 30 June 2024 |
|
60,193 |
13,501 |
1,952 |
3,925 |
79,571 |
4,992 |
424 |
84,987 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
At 1 January 2025 |
|
60,193 |
20,023 |
3,030 |
8,420 |
91,666 |
9,932 |
951 |
102,549 |
|
Additions |
|
- |
- |
- |
- |
- |
1,399 |
2 |
1,401 |
|
At 30 June 2025 |
|
60,193 |
20,023 |
3,030 |
8,420 |
91,666 |
11,331 |
953 |
103,950 |
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
|
At 1 January 2025 |
|
- |
7,213 |
1,221 |
5,081 |
13,515 |
4,541 |
579 |
18,635 |
|
Charge for the period |
|
- |
690 |
144 |
586 |
1,420 |
1,044 |
54 |
2,518 |
|
At 30 June 2025 |
|
- |
7,903 |
1,365 |
5,667 |
14,935 |
5,585 |
633 |
21,153 |
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
At 30 June 2025 |
|
60,193 |
12,120 |
1,665 |
2,753 |
76,731 |
5,746 |
320 |
82,797 |
Intangible assets have arisen principally on acquisition with a continuing investment in technology and software.
7. Prior period acquisition of subsidiary
On 10 January 2024 the company acquired all of the ordinary share capital of Enterprise Software Systems Limited. It provides software solutions to customers in the logistics and retail sectors that are complementary to the existing Group services.
The acquisition had the following provisional effect on the Group's assets and liabilities.
|
|
|
|
Book value £'000 |
Fair value adjustments £'000 |
Fair value £'000 |
|
|
|
|
|
|
|
|
Intangible assets - customer, tradename, technology |
|
|
- |
3,708 |
3,708 |
|
Property, plant and equipment |
|
|
1,106 |
- |
1,106 |
|
Cash and cash equivalents |
|
|
4,373 |
- |
4,373 |
|
Receivables |
|
|
1,032 |
- |
1,032 |
|
Payables |
|
|
(3,043) |
- |
(3,043) |
|
Lease liabilities |
|
|
(500) |
- |
(500) |
|
Corporation tax |
|
|
(68) |
- |
(68) |
|
Deferred tax |
|
|
(147) |
(927) |
(1,074) |
|
|
|
|
|
|
5,534 |
|
Goodwill |
|
|
|
|
5,902 |
|
Consideration payable |
|
|
|
|
11,436 |
|
|
|
|
|
|
|
The cash outflow, net of cash acquired, at the date of acquisition was £6,212,000 with £850,000 of deferred consideration payable in July 2024. The deferred consideration has not been discounted on the basis of materiality.
The intangible fixed assets acquired are in relation to the brand, technology and customer relationships. The brand acquired is valued at £319,000 on a relief from royalty method and with a deemed useful life of 3 years technology acquired is valued at £1,552,000, valued on a cost savings method with a deemed useful life of 5 years. Customer relationships have been valued at £1,837,000 using a multi-period excess earnings method approach, with a useful life of 10 years assumed in line with the existing trends.
The trade and assets of Enterprise Software Systems Limited transferred to Microlise Limited on 31 May 2024.
8. Transactions with associate
The Group held 20% of the shares in Trakm8 Holdings plc. A £1,000,000 convertible loan also advanced to this company in a prior period was originally due for repayment in September 2024 or convertible into a fixed number of shares. In April 2024, the repayment date was extended to September 2025 with interest earned increasing from 12% to 18% and with a revised conversion option at 8.1 pence per share. It was considered that the fair value of the loan continues to be approximately £1,000,000 and the convertible element has no separate material equity value. Accrued interest on the loan of £45,000 was payable at 30 June 2025.
Trakm8 Holdings plc was acquired by a private buyer after the end of this reporting period on 9 July 2025 and the loan notes and unpaid interest were converted into equity and sold together with the shares. At the sale value of £2.2m, an overall net loss of £0.23m will be recorded.
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