Results for the year ended 31 December 2025

Summary by AI ^BETAClose X

Microlise Group PLC reported audited results for the year ended 31 December 2025, with adjusted revenue increasing by 3.7% to £84.0 million and adjusted recurring revenue growing by 7.6% to £58.8 million, driven by strong direct customer growth. However, adjusted EBITDA decreased by 27% to £8.3 million, and adjusted profit before tax fell by 59% to £2.7 million, impacting adjusted EPS to 1.72p. The company generated strong adjusted operating cash flow of £13.3 million and ended the year with £16.7 million in cash. Looking ahead, Microlise plans to accelerate investment in its products, infrastructure, and go-to-market teams, which is expected to result in FY26 revenues slightly below market expectations and adjusted EBITDA at the lower end of expectations.

Disclaimer*

Microlise Group PLC

14 May 2026

Microlise Group plc

("Microlise", "the Group" or "the Company")

Results for the year ended 31 December 2025

Strong direct customer growth and continued cash generation

Microlise Group plc (AIM: SAAS), a leading provider of transport management software to fleet operators, announces its audited results for the twelve months ended 31 December 2025 ("FY25" or the "Period").

To provide a clearer view of underlying business performance, the Group has detailed the below Alternative Performance Measures (APMs) and Statutory Measures:

		FY25	FY24	Change
APMs	Adjusted Revenue ⁽¹⁾	£84.0m	£81.0m	4%
	Adjusted Recurring Revenue ⁽¹⁾	£58.8m	£54.7m	8%
	Annual Recurring Revenue (ARR) ⁽⁶⁾	£59.2m	£56.6m	5%
	Adjusted EBITDA ⁽²⁾	£8.3m	£11.3m	(27%)
	Adjusted Profit before Tax ⁽³⁾	£2.7m	£6.5m	(59%)
	Adjusted EPS (p) ⁽⁴⁾	1.72p	4.19p	(59%)
	Adjusted Cash Flow Generated from Operations ⁽⁵⁾	£13.3m	£10.3m	29%
Statutory Measures	Revenue	£84.0m	£79.5m	6%
	Recurring Revenue	£58.8m	£53.1m	11%
	Operating Loss	£(2.4)m	£(2.3)m	(4%)
	Loss before Tax	£(2.5)m	£(2.3)m	(9%)
	Basic EPS (p)	(1.87)p	(1.77)p	(5%)
	Cash and cash equivalents	£16.7m	£11.4m	47%

^{1. Adjusted Revenue and Adjusted Recurring Revenue exclude revenue reversals relating to the cyber security incident, which are expected to be fully covered by insurance.}

^{2. Adjusted EBITDA excludes exceptional income and costs in relation to acquisitions, restructuring and the cyber incident, depreciation, amortisation, share of loss of associate, loss on disposal of interest in associate, interest, tax and share based payments.}

^{3. Adjusted Profit before Tax excludes amortisation on business combinations, share based payments, share of loss of associate, loss on disposal of interest in associate and exceptional income and costs in relation to the cyber incident, acquisitions, and restructuring costs.}

^{4. Adjusted EPS and Adjusted Profit after Tax excludes amortisation on business combinations, share based payments, share of loss of associate, loss on disposal of interest in associate, exceptional income and costs in relation to the cyber incident, acquisitions, and restructuring costs and the associated tax effect of the above excluded items.}

^{5. Adjusted cash flow generated from operations adds back exceptional cash flows in relation to restructuring.}

^{6. Annual Recurring Revenue (ARR) is calculated by multiplying the December 2025 monthly recurring revenue by 12.}

^{7. Net Revenue Retention (NRR) represents the change in recurring revenue from existing customers over a 12 month period, after reflecting expansions, contractions and churn, excluding new customer wins.}

^8. ^{For the purposes of this announcement, the Group understands that market consensus for FY25 is for revenue of approximately £84 million and adjusted EBITDA of approximately £8.3 million. For FY26, the Group understands that market consensus is for revenue in the range of £87.2 million to £87.5 million and adjusted EBITDA in the range of £11.2 million to £12.0 million as at 13 May 2026.}

Financial Highlights

· Adjusted Revenue¹ increased 3.7% to £84.0m (FY24: £81.0m), in line with revised market expectations⁸, driven by strong expansion across direct customers in all core geographies, offset by lower OEM volumes and the delay of a small number of direct customer contract wins into FY26.

· Adjusted EBITDA² of £8.3m (FY24: £11.3m), with margin of 9.9% (FY24: 14.0%) reflecting revenue headwinds.

· Adjusted Profit before Tax³ of £2.7m (FY24: £6.5m), partly driven by reduced operating profit and increased amortisation reflecting continued investment in technology development including rollout of the Microlise One platform.

· Adjusted EPS⁴ of 1.72p (FY24: 4.19p).

· Strong cash generation with adjusted operating cash flow⁵ of £13.3m (FY24: £10.3m), and a robust balance sheet with £16.7m of cash (FY24: £11.4m) and a £30m undrawn debt facility, consisting of a £10m committed revolving cash flow facility and a £20m accordion with HSBC.

· Dividends of £2.1m paid (FY24: £2.7m), with a proposed final dividend of 1.30p (FY24: 1.24p), in line with the Board's progressive dividend policy.

Operational Highlights

· Group Annual Recurring Revenue (ARR)⁶ increased to £59.2m (FY24: £56.6m) reflecting our high quality subscription-based recurring revenue model.

· ARR⁶ for direct customers increased 12.1% (FY24: 18.3%) to £44.2m (FY24: £39.4m) driven by a record order intake including commercial momentum in the Australian and French markets. The year-on-year movement was partly due to managed churn of smaller customers acquired from recent acquisitions, which is not expected to repeat in 2026 together with reduced OEM activity.

· Net Revenue Retention (NRR)⁷ for direct customers was 108% (FY24: 113%), driven by continued low churn of 1.4% (FY24: 0.7%) and good expansion across existing customers through increasing adoption of higher-value modules, supporting long-term revenue visibility and profit margin expansion.

· £5m of annualised cost savings delivered through restructuring at the end of FY25, supporting future margin expansion.417 new customers added (FY24: 375) across core markets.

· Expansion of Microlise One platform, including API integrations with vehicle refrigeration.

Current Trading & Outlook

· Trading in the first quarter of FY26 is in line with the Board's expectations, supported by continued expansion within existing enterprise customers including increasing adoption of our TMS module together with an expanded pipeline.

· We continue to expect FY26 revenues from OEM customers to be below FY25.

· Following the appointment of a new CTO in FY25 and review of the Company's product roadmap, the Board has decided to accelerate investment in the Group's products, infrastructure and go-to-market team to capitalise on growing demand from direct customers.

· The investment programme will include updating the architecture of our cloud platform, product investment to accelerate both the implementation of the TMS module and the Group's mid-market offering. Sales headcount will also increase to support expected growth across target customers in all core geographies.

· As a result of the above investment and a challenging market environment we expect FY26 revenues to be slightly below current market expectations and adjusted EBITDA to be at the lower end of current market expectations.⁸

Nadeem Raza, CEO, Microlise said:

"Against a tough market backdrop Microlise delivered a resilient performance in FY25, with continued revenue growth and strong momentum in our direct customer business, despite a more mixed trading environment and weaker OEM demand. This reflects the strength of our strategy, the quality of our customer relationships and the increasing relevance of our solutions in supporting operational efficiency across the transport sector.

During the year, we took decisive action to improve the efficiency of the business, completing a targeted restructuring programme with £5 million of annualised cost savings realised in Q4.

Trading in the first quarter of FY26 is in line with the Board's expectations, against a more complex operating environment, including ongoing supply chain disruptions linked to geopolitical tensions in the Middle East and emerging cost pressures associated with shortage of electronic components, in particular memory devices.

Looking ahead, 2026 will be an important investment year for Microlise as we deliberately allocate capital behind the areas of the business where we see the strongest long-term growth opportunity. This includes investment in our cloud infrastructure, product roadmap, TMS capability, mid-market proposition and go-to-market teams across our core geographies. The Board believes this will deliver the right balance between accelerating long term organic growth, expanding scalable and higher margin recurring revenues combined with profit margin expansion through enhanced operational efficiencies and revenue mix improvement accretive to margins. These actions are a clear reflection of our direction of travel: to build a more scalable, higher-quality and higher-margin business, with the benefits of this investment expected to support growth in 2027 and beyond."

For further information, please contact:

Microlise Group plc

Nadeem Raza, CEO C/O SEC Newgate

Nick Wightman, CFO

Canaccord Genuity Limited (Nominated Adviser & Broker)

Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Halley-Stott Tel: +44 (0) 20 7523 8000

SEC Newgate (Financial Communications)

Bob Huxford / Harry Handyside / Rhea Xigaki Microlise@secnewgate.co.uk

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 730 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 London Stock Exchange's Green Economy Mark.

Inside Information: This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

Chairman's Statement

2025 has been a year of significant operational progress for Microlise, during which we undertook a successful restructuring that has resulted in a more efficient organisation, better positioned to deliver long-term sustainable growth in revenue and earnings.

Adjusted revenue increased by 3.7% to £84.0m (FY2024: £81.0m). Annual Recurring Revenue (ARR) grew by 4.6% to £59.2m (FY2024: £56.6m). The Adjusted Revenue was below previous expectations due to lower OEM volumes and delayed direct customer projects. Adjusted recurring revenue increased by 7.6% to £58.8m (FY2024: £54.7m), supported by 16% recurring revenue growth from direct customers.

Adjusted EBITDA was £8.3m (FY2024: £11.3m), representing a margin of 10% (FY2024: 14%), reflecting the impact of lower OEM volumes, the timing of certain customer deployments, and continued investment in the business.

The Group ended the year with cash and cash equivalents of £16.7m (FY2024: £11.4m), reflecting strong cash generation and disciplined working capital management.

Operationally, the year has been characterised by focus and decisive action. The restructuring programme implemented at the end of 2025 has delivered a leaner and more flexible organisation, with a clearer emphasis on execution and delivery. Cost savings were mostly focussed on operations rather than our go to market teams, and resulted in a headcount reduction of over 100 FTEs. These actions are expected to deliver c.£5m of annualised cost savings, supporting future margin improvement.

We have also strengthened our leadership team. Dean Garvey-North joined the Group in November 2025 and, following a transition period with Duncan McCreadie, assumed full responsibility as Chief Technology Officer from 1 January 2026.

Strategically, strong progress continues across our international markets, particularly in Australia and New Zealand, where we are seeing encouraging growth in key sectors including food and chilled logistics. We are also gaining traction within smaller fleet segments, supported by our digital sales capabilities and increasingly accessible product offering.

Looking ahead, the Group's most significant opportunities remain in its direct customer business and across international markets. We are accelerating our investment in product, infrastructure and the go-to-market team to support future growth, while maintaining a disciplined approach to costs and capital allocation.

On behalf of the Board, I would like to thank our customers for their continued trust, our employees for their commitment and innovation, and our shareholders for their ongoing support.

CEO's Statement

Introduction

Microlise made solid strategic progress during the year under review, strengthening the foundations of the Group while navigating a more mixed trading environment. The restructuring actions undertaken towards the end of the year have materially improved efficiency and are expected to deliver c.£5m of annualised cost savings from 2026 onwards. As a result, the Group is now a more agile and focused organisation, well positioned to deliver higher quality, higher margin growth.

While OEM-related demand was weaker than anticipated during 2025, we are beginning to see signs of stabilisation. We remain appropriately cautious and currently still expect OEM revenues in 2026 to be lower than 2025 levels.

A number of direct customer projects were delayed during 2025 due to cyber-related incidents impacting clients. These projects are now progressing, and we expect the associated revenues to be recognised in the 2026 financial year.

Notwithstanding these project delays, our direct-to-customer business performed strongly, delivering 16% growth in recurring revenue. This growth was broad-based across all geographies and reflects continued demand for our solutions, as well as the increasing depth of our customer relationships.

Customers are also adopting a wider range of our products, supported by the continued development of the Microlise One platform. This has improved the accessibility of our solutions and driven momentum in cross-sell and upsell activity, underpinning our confidence in the Group's medium-term growth prospects.

Recent increases in fuel prices are placing additional pressure on customer cost bases. Given that our solutions typically deliver fuel savings of 4-6%, and potentially more where multiple products are deployed, we would expect sustained higher fuel costs to support increased demand for our offerings over time.

Market

Australia continues to represent a highly attractive market for Microlise. Despite a smaller population than the UK, its larger fleet size and long-distance logistics requirements provide a structurally supportive environment for our solutions. The market remains relatively underpenetrated, offering significant long-term growth potential.

We are also seeing encouraging traction among mid-tier customers in the UK van segment, as we expand beyond our traditional large fleet customer base in line with our strategic priorities.

Demand from direct customers remains strong, and we are increasing investment in our go-to-market capabilities to capture this opportunity. OEM volumes have shown some improvement in the early part of 2026, although we are still expecting annual OEM revenues to be lower than 2025.

Electric vehicle adoption moderated during 2025 as customers prioritised maximising utilisation and efficiency from existing fleets, with new vehicle investment remaining predominantly diesel-led due to cost considerations. While the transition from internal combustion engine to alternative fuelled vehicles continues, it remains a long-term, capital-intensive programme representing a relatively small proportion of overall fleet volumes. Against this backdrop, customers still require consistent tools to manage increasingly complex mixed fleets, and Microlise is well positioned to support this transition, providing continuity of fleet management capabilities across both conventional and alternative fuel vehicles. We view the current pace of adoption as cyclical rather than structural.

Customers

Microlise secured 417 new customers in FY2025 (FY2024: 375), while maintaining low churn of 1.4% (FY2024: 0.7%). This reflects the critical role our solutions play within customers' operations and the strength of our customer relationships.

Adoption of multiple products continues to increase, supported by the rollout of the Microlise One platform. Our Transport Management Solutions (TMS) module is gaining strong commercial traction, particularly within the direct customer segment, further embedding our solutions within customers' operational workflows. Our focus is now on deepening engagement with this growing direct customer base, driving further cross-sell and upsell opportunities, and enhancing our go-to-market execution.

Product and Technology

Product innovation remains central to our strategy. We are launching enhanced camera-based Advanced Driver Assistance Systems (ADAS), incorporating increased use of AI, including driver monitoring and external safety features.

In addition, we are developing AI-driven data analytics tools for both internal use and customers, with both standard and premium offerings. Our extensive dataset provides a strong competitive advantage, and we see significant long-term potential in leveraging this data to deliver enhanced operational insights and value for customers.

We view artificial intelligence as a natural extension of our data-led platform, enhancing the value we deliver to customers rather than operating as a standalone capability. By embedding AI across Microlise One, we will enable customers to move from insight to action, supporting more informed decision-making, improving operational efficiency and strengthening safety outcomes. Our focus is on the practical application of AI within transport operations, including predictive analytics, anomaly detection and assisted planning, with a clear pathway over time towards more automated and controlled decision-making. We believe our scale of high-quality operational data, combined with our integrated platform approach, positions Microlise strongly to capitalise on the growing role of AI within the transport and logistics sector.

Strategic Focus

Our strategic priorities remain:

• Increased investment in direct customer growth

We are allocating capital to additional resources to our go-to-market teams to support continued expansion in our higher-quality, higher-margin direct customer business.

• Improving margins through greater efficiency

The restructuring actions undertaken in 2025 have created a more efficient cost base. We will continue to drive operational efficiencies to support margin expansion and scalable growth.

• Continued development of the Microlise One platform

We are enhancing our integrated platform, including the rollout of Microlise One Analytics, enabling customers to derive greater value from their data.

• International expansion

We continue to make progress across our existing international markets, with particular focus on Australia, where we see the greatest opportunity.

• M&A

We continue to evaluate acquisition opportunities that align with our strategic and financial objectives.

• Technology Partnerships

We are expanding our ecosystem through partnerships in adjacent sectors, including temperature-controlled logistics, passenger transport, and last-mile delivery.

Microlise Transport Conference

Our annual Microlise Transport Conference took place in mid-May at the Co-op Arena in Manchester. It remains one of Europe's largest events for commercial road transport, bringing together industry participants to share insights and best practice.

People and Leadership

Duncan McCreadie, our former Chief Technology Officer, retired in April 2026 after ten years of service. We thank him for his significant contribution.

Dean Garvey-North joined the Group in November 2025 and worked alongside Duncan during a transition period. Dean assumed full responsibility as Chief Technology Officer from 1 January 2026, with a strong focus on leveraging AI and maximising the value of our data assets.

ESG

We continue to strengthen our ESG credentials. Our own fleet has transitioned to hybrid vehicles, with plans to move towards EVs over time. More broadly, our solutions help customers reduce emissions, improve safety, and enhance asset utilisation.

Current Trading & Outlook

We expect continued strong growth in our direct customer business, supported by an expanded pipeline and increased go-to-market investment, although OEM-related activity continues to be expected lower than 2025 levels. The Group continues to navigate a more complex operating environment, including ongoing supply chain disruptions linked to geopolitical tensions in the Middle East and emerging cost pressures associated with shortage of electronic components, in particular memory devices.

Looking ahead, we expect to increase targeted investment in 2026 across product, infrastructure and go-to-market capability. This will include investment in cloud infrastructure, product development to accelerate implementation of the TMS module and mid-market offering, and additional sales resource to support growth across target customers and partners in core geographies.

The Board anticipates the investments will support revenue growth from 2027 and are being made from a strong capital position, with £16.7m of cash at year end and a £30m undrawn debt facility, consisting of a £10.0m committed revolving cash flow facility and a £20m accordion with HSBC.

While this investment will be managed within the Group's disciplined approach to cost control and capital allocation, it is expected to absorb part of the near term cost benefit realised from the £5m of annualised cost savings delivered through the restructuring programme in 2025. As a result of the above investment and a challenging market environment we expect FY26 revenues to be slightly below current market expectations and adjusted EBITDA to be at the lower end of current market expectations⁸

The Board believes this will deliver the right balance between accelerating long term organic growth, expanding scalable and higher margin recurring revenues combined with profit margin expansion through enhanced operation efficiencies and revenue mix improvement accretive to margins.

CFO Statement

The financial results for the twelve-month period to 31 December 2025 reflect continued revenue growth, alongside a period of investment and operational transition to support future margin improvement.

To provide a clearer view of underlying business performance, the Group has detailed the below Alternative Performance Measures (APMs) and Statutory Measures for the 12-month period to 31 December 2025:

		FY25	FY24	Change
APMs	Adjusted Revenue ⁽¹⁾	£84.0m	£81.0m	4%
	Adjusted Recurring Revenue ⁽¹⁾	£58.8m	£54.7m	8%
	Annual Recurring Revenue (ARR) ⁽⁶⁾	£59.2m	£56.6m	5%
	Adjusted EBITDA ⁽²⁾	£8.3m	£11.3m	(27%)
	Adjusted Profit before Tax ⁽³⁾	£2.7m	£6.5m	(59%)
	Adjusted EPS (p) ⁽⁴⁾	1.72p	4.19p	(59%)
	Adjusted Cash Flow Generated from Operations ⁽⁵⁾	£13.3m	£10.3m	29%
Statutory Measures	Revenue	£84.0m	£79.5m	6%
	Recurring Revenue	£58.8m	£53.1m	11%
	Operating Loss	£(2.4)m	£(2.3)m	(4%)
	Loss before Tax	£(2.5)m	£(2.3)m	(9%)
	Basic EPS (p)	(1.87)p	(1.77)p	(5%)
	Cash and cash equivalents	£16.7m	£11.4m	47%

Exceptional costs

Following the cyber security incident disclosed in FY24, the Group incurred an additional £0.3m of exceptional costs in FY25 relating to the completion of remediation activities and the management of associated claims. In addition, the Group undertook targeted restructuring actions during the year, giving rise to exceptional restructuring costs of £2.4m. As anticipated, insurance recoveries in respect of the FY24 cyber incident were received during the year, with £1.2m recognised as exceptional other income in FY25, the Board remain confident that the impact of the cyber incident will be fully covered by its cyber insurance. Taken together, these items reflect the continued closeout of the cyber incident and related matters, alongside actions taken to strengthen the Group's operational cost base.

To assist users of the financial statements with understanding underlying business trading, the Group present KPI's excluding exceptional items, including exceptional cyber cost revenue reversals, cyber incident insurance proceeds. All exceptional costs are disclosed separately in note 2 of the financial statements.

^{1. Adjusted Revenue and Adjusted Recurring Revenue exclude revenue reversals relating to the cyber security incident, which are expected to be fully covered by insurance.}

^{5. Adjusted cash flow generated from operations adds back exceptional cash flows in relation to restructuring.}

^{6. Annual Recurring Revenue (ARR) is calculated by multiplying the December 2025 monthly recurring revenue by 12.}

^{8. For} ^{the purposes of this announcement, the Group understands that market consensus for FY25 is for revenue of approximately £84 million and adjusted EBITDA of approximately £8.3 million. For FY26, the Group understands that market consensus is for revenue in the range of £87.2 million to £87.5 million and adjusted EBITDA in the range of £11.2 million to £12.0 million as at 13 May 2026.}

Group Results Revenue

KPIs for the twelve months ended 31 December 2025	FY25	FY24	Change
Revenue	£84.0m	£79.5m	5.7%
Recurring Revenue	£58.8m	£53.1m	10.7%
Adjusted Revenue⁽¹⁾	£84.0m	£81.0m	3.7%
Adjusted Recurring Revenue⁽¹⁾	£58.8m	£54.7m	7.6%
Non-recurring Revenue	£25.2m	£26.3m	(4.3%)
Annual Recurring Revenue (ARR)⁽⁶⁾	£59.2m	£56.6m	4.6%
Direct Customer ARR⁽⁶⁾ growth	12.1%	18.3%	(6.2%)
Net Revenue Retention (NRR)⁽⁷⁾ - Direct Customers	108%	113%	(5%)
Net Revenue Retention (NRR)⁽⁷⁾ - Group	101%	109%	(8%)

Adjusted revenue⁽¹⁾ for the 12 months ended 31 December 2025 (FY25) was £84m, an increase of 3.7% from 31 December 2024 (FY24). Adjusted recurring revenues have grown 7.6% to £58.8m (FY24: £54.7m). During the period order volumes for our global OEM⁽⁹⁾ customers in the automotive and construction sectors have weakened, which has resulted in a reduction in both recurring and non-recurring revenue. This is predominantly due to trading disruptions caused by the impact of tariffs together with general weakness in the wider macro environment. ARR⁽⁶⁾ relating to OEM customers reduced by 12.8% (FY24: 6.6% reduction) to £15.0m (FY24: £17.2m).

A key highlight of the year has been the continued growth of the Group's direct customer business, which delivered 16% recurring revenue growth during the year (FY24: 17%). This is despite delays with a small number of planned customer projects that we anticipate will result in revenue being recognised in FY26 as the software and hardware products are deployed.

ARR increased by 4.6% to £59.2m (FY24: £56.6m), driven primarily by expansion within the direct customer business. Growth was supported by strong momentum in Australia and France during H1, reflecting a combination of new customer wins and continued expansion across existing customer fleets as projects to deploy Microlise's products and services were rolled out. Notwithstanding the delays noted above, alongside the cessation of a low margin legacy contract, direct customer ARR remained strong in the period growing at 12.1% (FY24: 18.3%) to £44.2m (FY24: £39.4m).

In FY25, direct customer ARR growth moderated as selected customers optimised fleet sizes following customer acquisition‑led expansion, and certain low‑margin contracts were intentionally exited, rather than due to any deterioration in underlying customer relationships. The direct customer segment represents the most significant long-term opportunity for Microlise, providing higher quality recurring revenue streams and stronger margins over time.

Net Revenue Retention (NRR)⁽⁷⁾ for direct customers was 108% (FY24: 113%), reflecting contract deployment delays noted above and a lower level of incremental expansion from certain large customers. In the prior year, growth within these customers was partially driven by customers acquisition‑led fleet expansion, where Microlise products and services were deployed across customers expanded fleets; this was subsequently followed by fleet reductions as customers consolidated operations and implemented efficiency measures. Additional impacts included managed churn. Total Group NRR was 101% (FY24: 109%), with the year‑on‑year reduction primarily driven by lower OEM revenues.

Non-recurring revenues decreased by 4.3% to £25.2m (FY24: £26.3m). The slowdown in both the construction and automotive industries has impacted hardware shipments to our OEM customers which has driven a decrease in hardware revenues of 5.7% to £18.3m (FY24: £19.4m). This decrease was partially offset by an increase in hardware revenues in Australia as new contracts continued to be rolled out in H1. Professional services revenues have decreased by 13.2% to £3.3m (FY24: £3.8m) whilst installation revenues increased 8.4% to £3.4m (FY24: £3.2m) reflecting the increased H1 activity in Australia.

Gross Profit

Adjusted gross profit⁽¹⁰⁾ for the period increased by 1.2% to £54.1m (FY24 £53.5m), with an adjusted gross margin % of 64% (FY24: 66%). Reported gross profit was £54.1m (FY24: £52.0m).

Administrative Expenses & Operating Profit

Adjusted administrative expenses⁽¹¹⁾ before exceptional administrative charges and share based payment charges, in the Period increased 8% to £54.6m (FY24: £50.7m). Staff costs increased 6% to £38.5m (FY24: £36.2m). Average headcount in the period was 816 (FY24: 805). In November 2025, the Group announced cost saving and efficiency measures across parts of the Group that included organisational restructuring, optimisation of internal processes and several targeted cost saving programmes, mostly focussed on operations rather than our go to market teams. These initiatives coupled with other ongoing initiatives have generated £5m of annualised cost savings and headcount reduction of over 100 FTEs. Part of these cost savings will be reinvested back into the Company, primarily into our go to market teams to drive new business activity.

Our margin enhancement programme continues into FY26, focusing on further cost reductions and process improvements to support profitable growth. During the year, elevated IT hardware costs and supply constraints increased the cost and extended the delivery timelines of certain infrastructure investments, resulting in the rephasing of a number of initiatives. As a result, associated benefits are now expected to be realised over a longer period. These impacts do not alter the Group's medium term margin ambitions, although the timing of achieving this remains uncertain.

Marketing investment increased to c.£1.8m in FY25 (FY24: £1.3m) to support the Group's international growth strategy and medium-term pipeline objectives. Spend was directed towards strengthening our market presence in priority regions, enhancing campaign capability, and expanding events activity as a direct pipeline driver. The implementation of scalable marketing automation has improved targeting, lead management and performance measurement, supporting a more disciplined and data-led approach to marketing investment.

Legal, professional and IT costs increased during the period by a net £0.8m. The main driver for this increase was continued investment into Microlise's security posture where spending increased by c.£0.6m on the prior year. Depreciation and amortisation charges in the period increased 9% to £8.5m (FY24: £7.9m). Depreciation charges increased as a result of increased levels of fixed asset investment in the Group's data centres and improvements to its headquarters. Amortisation charges increased as a result of continued investment in internally developed technologies.

Capitalised development costs in FY25 were £2.7m (FY24: £2.7m), reflecting the ongoing levels of investment into the product portfolio including integration of recent acquisitions, architecture and security. Amortisation of capitalised development costs in FY25was £2.2m (FY24: £1.7m).

Operating profit for FY25 after adjusting for exceptional items, share based payments, and amortisation charges as a result of business combinations was £2.6m (FY24: £6.3m). Reported operating loss for the period was £2.4m (FY24: £2.3m loss), the principal factors driving this are cyber related exceptional costs and increases in amortisation charges from continued investment in internally developed technologies.

Adjusted EBITDA⁽²⁾ & Profit Before Tax

To provide a clearer view of underlying business performance, Adjusted EBITDA excludes exceptional items relating to restructuring and the impact of the 2024 cyber incident, together with depreciation, amortisation, share of loss of associate, loss on disposal of interest in associate, interest, tax and share based payments. Adjusted EBITDA for the year was £8.3m (FY24: £11.3m), representing a 27% reduction year on year.

The reduction reflects a combination of temporary trading impacts and deliberate structural investments. Looking into FY26, the Group expects to increase targeted investment in product, infrastructure and go-to-market capability. This will include investment in cloud infrastructure, product development to accelerate implementation of the TMS module and mid-market offering, and additional sales resource to support growth across target customers in core geographies. These investments are being made from a position of balance sheet strength, with £16.7m of cash at year end and no drawn debt and are intended to support revenue growth from 2027 onwards.

While this investment will be managed within the Group's disciplined approach to cost control and capital allocation, it is expected to absorb part of the benefit from the £5m of annualised cost savings delivered through the restructuring programme in Q4. The Board believes this is the right balance between near-term margin discipline and long-term growth investment, supporting the Group's objective of building a more scalable, higher-margin and recurring revenue-led business.

Adjusted profit before taxation⁽³⁾ for the period decreased 59% to £2.7m (FY24: £6.5m), reflecting the lower Adjusted EBITDA and higher depreciation and amortisation charges associated with capitalised development costs. The adjusted profit before taxation excludes exceptional costs in relation to restructuring and cyber security costs, amortisation charges of £2.7m as a result of business combinations (FY24: £2.8m), share of loss of associate and share based payments. Reported loss before taxation in the period was £2.5m (FY24: £2.3m loss).

Taxation

The tax credit in the 12 months ended 31 December 2025 was £0.4m (FY24: £0.3m credit). The effective tax rate for the year is higher than the standard rate of corporation tax and this is driven by the share of associate loss not deductible and non-deductible expenses for share based payments. Underlying deferred tax credits relate to the amortisation of intangible assets and utilisation of accelerated allowances offset by the utilisation of tax losses brought forward.

From 1 July 2020, Microlise has been classified as a large company for tax research and development purposes and benefits from the Research and Development Expenditure Credit scheme (RDEC) with any benefit being reflected as grant income within other operating income. In the period ended 31 December 2025 the pretax value of the credit was £0.1m (FY24: £0.4m).

Profit After Tax, EPS and Dividend

Adjusted profit after tax⁽⁴⁾ for the year decreased 58.9% to £2.0m (FY24: £4.9m). As a result, adjusted earnings per share⁽⁴⁾ in the period decreased 58.9% to 1.72p (FY24: 4.19p). Reported basic loss per share was 1.87p (FY24: 1.77p loss) and diluted loss per share was 1.87p (FY24: 1.77p loss). For further information on earnings per share, please refer to note 8 of the financial statements. Reported loss after tax for the 12 months ended 31 December 2025 was £2.2m (FY24: £2.1m loss).

During the period, the Group paid a FY24 final dividend of 1.24 pence per share and a FY25 interim dividend of 0.60 pence per share. The Board is recommending the payment of a FY25 final dividend of 1.30 pence per ordinary share. Subject to shareholder approval at the Annual General Meeting to be held on 24 June 2026, the dividend will be paid on 24 July 2026 to shareholders on the register at the close of business on 3 July 2026.

Group Statement of Financial Position

The Group had net assets of £68m at 31 December 2025 (FY24: £71.9m). Total assets decreased by £1.8m to £132.9m (FY24: £134.6m). During FY25 the Group disposed of its investment in Trakm8 Holdings Plc (Trakm8), which was sold to Brillian UK Limited via an all cash offer at 9.5 pence per share. The transaction completed in July 2025, resulting in Microlise disposing of its full equity interest in Trakm8. As part of the transaction framework, Microlise's £1.0 million convertible loan was converted into equity at 8.1 pence per share and subsequently disposed of as part of the cash offer. Trade debtors reduced by 24% to £16m (FY24: £21.1m) as a result of strong cash collection across the customer base.

Total liabilities increased by £2.1m due to an increase in lease liabilities resulting from increased data centre capacity as part of the strategy to reduce third party hosting costs, as well as an increase in vehicle leasing costs driven by the transition to hybrid vehicles for our mobile engineering teams. 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. As at the end of December 2025 total Trade and other payables was £52.9m (FY24: £52.4m). Of this balance £38.5m (FY24: £38.8m) is deferred income and relates to future contracted revenue recognition.

Adjusted Cashflow⁽⁵⁾ & Net Cash

Adjusted cash flows generated from operations⁽⁵⁾ remains healthy at £13.3m in the period (FY24: £10.3m), and this represents a cash conversion rate⁽¹²⁾ of 142% (FY24: 91%). Reported cash flows generated from operations in the period was £11.9m (FY24: £9.7m). The Group ended the 12-month period to 31 December 2025 with cash and cash equivalents of £16.7m (FY24: £11.4m). Overall, the net cash inflow was £5.4m with the main movements being; reduction in Trade Debtors of £5.2m (FY24: £2.1m increase); net tax payments of £0.6m, (FY24: £0.9 receipt), FY24 final dividend and FY25 interim dividend totalling £2.1m (FY24: £2.7), purchases of plant, property and equipment of £2.5m (FY24: £1.4m), investment into product and development of £2.7m (FY24: £2.7m), and payments in respect of lease liabilities £1.4m (FY24: £1.2m).

Banking Facility

In April 2024, the Group renewed its debt facility with HSBC with an agreed £10.0m committed revolving cash flow facility and a £20m accordion. The Group has not utilised any of this facility to date and therefore the Group remains comfortably within its banking covenants. The Group's cash of £16.7m (FY24: £11.4m) and the undrawn £10.0m facility gives the Group £26.7m of cash availability, which the Directors believe provides ample headroom for Microlise to deliver against its strategic goals. Given the level of headroom in the business forecasts, the Board consider it appropriate to prepare the financial statements on the going concern basis. Details of the Board's going concern assessment is provided in the basis of preparation note in the financial statements.

Additional Notes

^{1. Adjusted Revenue and Adjusted Recurring Revenue exclude revenue reversals relating to the cyber security incident, which are expected to be fully covered by insurance.}

^{5. Adjusted cash flow generated from operations adds back exceptional cash flows in relation to restructuring.}

^{6. Annual Recurring Revenue (ARR) is calculated by multiplying the December 2025 monthly recurring revenue by 12.}

^{8. For the purpose of this announcement, the Group believes market consensus for FY25 to be revenues of £84 million and adjusted EBITDA of £8.3 million.}

^{9. OEM is an abbreviation for Original Equipment Manufacturers.}

^{10. Adjusted gross profit adds back the impact of credit notes related to the cyber incident.}

^{11. Adjusted Administrative Expenses adds back exceptional costs related to the cyber incident, and exceptional costs in relation to acquisitions and restructuring.}

^{12. Cash conversion is calculated by dividing adjusted cash flow generated from operations by adjusted EBITDA.}

Financial Statements

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2025

		2025 Underlying results	2025 Exceptional cyber and restructuring costs (note 2)	2025 Total	2024 Underlying results	2024 Exceptional cyber and restructuring costs (note 2)	2024 Total
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Revenue	1	84,027	-	84,027	80,995	(1,520)	79,475
Cost of sales		(29,888)	-	(29,888)	(27,474)	-	(27,474)
Gross profit		54,139	-	54,139	53,521	(1,520)	52,001
Other operating income	3	219	1,153	1,372	640	-	640
Administrative expenses		(55,251)	(2,678)	(57,929)	(52,089)	(2,860)	(54,949)
Operating (loss)/profit	3	(893)	(1,525)	(2,418)	2,072	(4,380)	(2,308)

Interest income	5	361	-	361	452	-	452
Interest expense	6	(259)	-	(259)	(250)	-	(250)
Share of loss of associate net of tax	12	-	-	-	(229)	-	(229)
Gain on conversion of loan to associates	12	181	-	181	-	-	-
Loss on disposal of interest in associate	12	(414)	-	(414)	-	-	-
(Loss)/profit before taxation		(1,024)	(1,525)	(2,549)	2,045	(4,380)	(2,335)
Taxation	7	3	381	384	(814)	1,095	281

(Loss)/profit for the year		(1,021)	(1,144)	(2,165)	1,231	(3,285)	(2,054)

Other comprehensive expense for the year
Currency translation differences		(257)	-	(257)	(34)	-	(34)

Total comprehensive (expense)/income for the year attributable to the equity shareholders of Microlise Group plc		(1,278)	(1,144)	(2,422)		(3,285)	(2,088)
Basic earnings per share (pence)	8	(0.88)	(0.99)	(1.87)	1.06	(2.83)	(1.77)
Diluted earnings per share (pence)	8	(0.88)	(0.99)	(1.87)	1.06	(2.83)	(1.77)

Consolidated Statement of Financial Position

as at 31 December 2025

		31 December	31 December
		2025	2024
	Note	£'000	£'000
Assets
Non-current assets
Property, plant and equipment	10	11,628	8,702
Intangible assets	11	81,673	83,914
Investments in associate	12	-	1,364
Trade and other receivables	14	2,996	3,201
Total non-current assets		96,297	97,181

Current assets
Inventories	13	2,753	3,212
Loan to associate	12	-	1,000
Trade and other receivables	14	15,990	21,104
Corporation tax recoverable		1,100	746
Cash and cash equivalents	15	16,743	11,401
Total current assets		36,586	37,463
Total assets		132,883	134,644

Current liabilities
Lease liabilities	16	(1,188)	(809)
Trade and other payables	17	(35,147)	(36,409)
Total current liabilities		(36,335)	(37,218)

Non-current liabilities
Lease liabilities	16	(2,689)	(500)
Trade and other payables	17	(17,742)	(16,051)
Deferred tax	18	(5,464)	(6,114)
Provisions	19	(2,611)	(2,862)
Total non-current liabilities		(28,506)	(25,527)

Total liabilities		(64,841)	(62,745)

Net assets		68,042	71,899

Equity
Issued share capital	22	116	116
Share premium account		17,630	17,630
Retained earnings		50,296	54,153
Total equity		68,042	71,899

Consolidated Statement of Changes in Equity

	Share Capital	Share Premium Account	Retained earnings	Total Equity
	£'000	£'000	£'000	£'000
At 31 December 2023	116	17,630	57,927	75,673
Comprehensive expense for the year ended 31 December 2024
Loss for the year	-	-	(2,054)	(2,054)
Other comprehensive expense	-	-	(34)	(34)
Total comprehensive expense for the year	-	-	(2,088)	(2,088)

Share based payment (note 23)	-	-	975	975
Dividends paid (note 9)	-	-	(2,661)	(2,661)
Total transactions with owners	-	-	(1,686)	(1,686)
At 31 December 2024	116	17,630	54,153	71,899

Comprehensive expense for the year ended 31 December 2025
Loss for the year	-	-	(2,165)	(2,165)
Other comprehensive expense	-	-	(257)	(257)
Total comprehensive expense for the year	-	-	(2,422)	(2,422)

Share based payment (note 23)	-	-	698	698
Dividends paid (note 9)	-	-	(2,133)	(2,133)
Total transactions with owners	-	-	(1,435)	(1,435)
At 31 December 2025	116	17,630	50,296	68,042

Company Statement of Financial Position

as at 31 December 2025

		31 December	31 December
		2025	2024
	Note	£'000	£'000
Assets
Non-current assets
Property, plant and equipment	10	4,532	4,634
Investments	12	94,020	94,094
Deferred tax	18	2	1
Total non-current assets		98,554	98,729

Current assets
Loan to associate	12	-	1,000
Trade and other receivables	14	375	51
Corporation tax recoverable		361	-
Cash and cash equivalents	15	229	55
Total current assets		965	1,106
Total assets		99,519	99,835

Current liabilities
Trade and other payables	17	(23,905)	(23,311)
Total current liabilities		(23,905)	(23,311)

Total liabilities		(23,905)	(23,311)

Net assets		75,614	76,524

Equity
Issued share capital	22	116	116
Share premium account		17,630	17,630
Retained earnings		57,868	58,778
Total equity		75,614	76,524

Company Statement of Changes in Equity

	Share Capital	Share Premium Account	Retained earnings	Total Equity
	£'000	£'000	£'000	£'000
At 31 December 2023	116	17,630	55,806	73,552
Comprehensive income for the year to 31 December 2024
Profit for the year	-	-	4,643	4,643
Other comprehensive income	-	-	-	-
Total comprehensive income for the year	-	-	4,643	4,643

Share based payment (note 23)	-	-	990	990
Dividends paid (note 9)			(2,661)	(2,661)
Total transactions with owners	-	-	(1,671)	(1,671)
At 31 December 2024	116	17,630	58,778	76,524

Comprehensive income for the year to 31 December 2025
Profit for the year	-	-	525	525
Other comprehensive income	-	-	-	-
Total comprehensive income for the year	-	-	525	525

Share based payment (note 23)	-	-	698	698
Dividends paid (note 9)	-	-	(2,133)	(2,133)
Total transactions with owners	-	-	(1,435)	(1,435)
At 31 December 2025	116	17,630	57,868	75,614

Consolidated Statement of Cash Flows

for the year ended 31 December 2025

		Year ended 31 December	Year ended 31 December
	Note	2025	2024
		£'000	£'000
Cash flows from operating activities
Cash generated from operations	A	12,503	8,820
Tax received		496	1,211
Tax paid		(1,055)	(334)
Net cash generated from operating activities		11,944	9,697

Cash flows from investing activities
Purchase of property, plant and equipment		(2,478)	(1,421)
Proceeds from disposals of property, plant and equipment		2	1
Additions to intangible assets		(2,783)	(2,765)
Proceeds on sale of shares in associate		2,180	-
Purchase of subsidiary net of cash acquired	26	-	(7,063)
Purchase of subsidiaries deferred consideration paid		-	(200)
Interest received		312	452
Net cash used in investing activities		(2,767)	(10,996)

Cash flows from financing activities
Interest paid		(259)	(250)
Lease liability payments		(1,411)	(1,150)
Dividends paid		(2,133)	(2,661)
Net cash used in financing activities		(3,803)	(4,061)

Net increase/(decrease) in cash and cash equivalents		5,374	(5,360)
Cash and cash equivalents at beginning of year		11,401	16,800
Foreign exchange losses		(32)	(39)
Cash and cash equivalents at end of year	B	16,743	11,401

Notes to the cash flow statements

A. Cash generated from operations

The reconciliation of the loss for the year to cash generated from operations is set out below:

	Year ended 31 December	Year ended 31 December
	2025	2024
	£'000	£'000
Loss for the year	(2,165)	(2,054)
Adjustments for:
Depreciation of property, plant and equipment	3,517	3,174
Amortisation of intangible assets	5,024	4,689
Loss on disposal of property, plant and equipment	-	1
Share based payments	698	975
Foreign exchange movements	(226)	4
Interest income	(361)	(452)
Interest expense	259	250
Loss on disposal/share of loss of associate	233	229
Gain on conversion of loan to associate	(181)	-
Loss on disposal of interest in associate	414	-
Tax credit	(384)	(281)
	6,595	6,535

Decrease in inventories	459	136
Decrease/(increase) in trade and other receivables	5,221	(2,138)
Increase in trade and other payables	479	1,425
(Decrease)/increase in provisions	(251)	2,862
Cash generated from operations	12,503	8,820

B. Analysis of net funds

	At 1 January	Cash flow	Non-cash changes	At 31 December
	2025			2025
	£'000	£'000	£'000	£'000

Lease liabilities	(1,309)	1,411	(3,979)	(3,877)
Liabilities arising from financing activities	(1,309)	1,411	(3,979)	(3,877)

Cash and cash equivalents	11,401	5,374	(32)	16,743
Net funds	10,092	6,785	(4,011)	12,866

	At 1 January	Cash flow	Non-cash changes	At 31 December
	2024			2024
	£'000	£'000	£'000	£'000

Lease liabilities	(1,553)	1,284	(1,040)	(1,309)
Liabilities arising from financing activities	(1,553)	1,284	(1,040)	(1,309)

Cash and cash equivalents	16,800	(5,360)	(39)	11,401
Net funds	15,247	(4,076)	(1,079)	10,092

Major non cash items

£3,979,000 of additions to right of use assets and lease liabilities are included in non cash movements in the year ended 31 December 2025 (2024: £406,000) together with £nil of acquired lease assets and liabilities (2024: £500,000).

Summary of Material Accounting Policies

General information

Microlise Group plc is a holding and management services company. Its subsidiaries are telematics businesses providing technological transport solutions that enable customers to reduce costs and environmental impact by maximising the efficiency of their transportation. The company is a public limited company, traded on the Alternative Investment Market ("AIM") of the London Stock Exchange, and incorporated and domiciled in England. The address of the registered office is Farrington Way, Eastwood, Nottingham, NG16 3AG.

A. Basis of preparation

The consolidated financial statements have been prepared in accordance with the historical cost convention and UK adopted International Accounting Standards ('UK IFRS'). The stated accounting policies have been consistently applied to all periods presented.

The financial information does not constitute the Company's statutory accounts for the years ended 31 December 2025 or 31 December 2024 but is derived from those accounts. Statutory accounts for the year ended 31 December 2025 will be delivered to the Registrar of Companies in due course. The Auditor has reported on the 2025 accounts; his reports (i) were unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying his report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The parent company financial statements have been prepared under applicable United Kingdom Accounting Standards (FRS 101). The following FRS 101 disclosure exemptions have been taken in respect of the parent company only information:

· IAS 7 Statement of cash flows;

· IFRS 7 Financial instruments disclosures; and

· IAS 24 Key management remuneration.

The financial statements including the notes are presented in thousands of pounds sterling ('£'000'), the functional and presentation currency of the Group, except where otherwise indicated.

The principal accounting policies adopted in preparation of the financial statements are set out below. The policies have been consistently applied to all periods presented, unless otherwise stated.

Judgements made by the Directors in the application of the accounting policies that have a significant effect on the historical financial information and estimates with significant risk of material adjustment in the next year are discussed in note C.

Going concern

The directors have considered working capital forecasts prepared for the period to December 2027. The Group had cash balances of £16.7m at the year end, no borrowings and a £10m undrawn working capital facility which is not forecast to be utilised. The Group also has a significant recurring income base with inflationary clauses in the main contracts.

A range of sensitivities have been run on the working capital model, and the directors consider a scenario in which the business will face liquidity issues is remote. As part of the sensitivity analysis the directors have considered the impact of a reduction in turnover from their principal customer, a reduction in sales orders from its wider customer base and the associated impact on working capital. The Directors are satisfied that the Group has sufficient resources to respond to reasonably foreseeable scenarios and conclude that a scenario that would result in the need for the Group to require additional funding to be remote.

Based on the forecasts, the Directors are satisfied that the Group can meet its day-to-day cash flow requirements and operate within the terms of its working capital banking facilities if required. Accordingly, the financial statements have been prepared on a going concern basis.

B. Accounting policies

Consolidation

The consolidated financial statements include the results of Microlise Group plc and its subsidiary undertakings. The results of the subsidiary undertakings are included from the date that effective control passed to the company.

On acquisition, all the subsidiary undertakings' assets and liabilities at that date of acquisition are recorded under purchase accounting at fair value, having regard to condition at the date of acquisition. All changes to those assets and liabilities and the resulting gains and losses that arise after the company gained control are included in the post-acquisition results. Sales, profits and balances between group companies are eliminated on consolidation.

The Group has taken advantage of the exemption not to disclose transactions between wholly owned entities in the group.

Associates

Entities in which the Group holds a participating interest and over whose operating and financial policies the group exercises a significant influence are treated as associates. In the Group financial statements, Trakm8 Holdings plc is accounted for as an associate using the equity method. The initial investment was accounted for at cost and the subsequent share of associate profits or losses reported in the Statement of Comprehensive Income and are added to or deducted from the carrying value of the investment.

Revenue recognition

Revenue comprises revenue recognised by the Group in respect of goods and services supplied during the year, based on the consideration specified in a contract, exclusive of Value Added Tax and trade discounts.

The Group enters into the sale of multi-element contracts, which combine separate performance obligations including hardware, installation, managed service contracts (software-as-a-service or SaaS), software licences, professional services (which includes bespoke software development, project management (incorporating activities including project and installation planning, managing change control and stage boundaries and project reporting), consultancy, training), and support and maintenance services relating to these products. In accordance with IFRS 15, these are considered to be distinct.

Each performance obligation is allocated a transaction price based on the stand-alone selling prices. Where stand-alone prices are not directly observable, they are based on expected cost plus margin.

Revenue is recognised depending upon the revenue stream to which it relates, as follows:

· The fair value of hardware and installation revenue is recognised at a point in time when control is transferred to the customer on despatch and/or upon installation;

· Revenue from the SaaS arrangement is recognised over a period of time, based on the term of the contract on a straight line basis. Revenue recognition over time is considered appropriate based on provisions of IFRS 15 paragraph 35 as the customer simultaneously receives and consumes the benefits provided by the Group. The contractual term for average SaaS agreements are approximately 5 years;

· Professional services typically include implementation, configuration, training and other similar services to create optimised interfaces between the Group's software and customers systems. Revenue from professional services is recognised over a period of time using the input method as professional services are being performed, as this best depicts the timing of how the value is transferred to the customer; and

· Support and maintenance turnover is deferred at the point of sale and recognised in the Statement of Comprehensive Income over a period of time of the contractual life, utilising the output method, generally on a straight line basis as the customer simultaneously receives and consumes the benefits provided by the Group.

Invoicing for all revenue streams is undertaken in accordance with the terms of the agreement with the customer. When an invoice is due for payment at the statement of financial position date but the associated performance obligations have not been fulfilled the amounts due are recognised as trade receivables and a contract liability is recognised for the sales value of the performance obligations that have not been provided. If payment is received in advance of the delivery of the associated performance obligation a contract liability is recognised. When an invoice is not due for payment at the statement of financial position date and the associated performance obligation has not been fulfilled no amounts are recognised in the financial statements.

In cases where customers pay for the goods and services over an agreed period, the fair value of the consideration is determined by discounting future receipts using an imputed rate of interest. The difference between the fair value and the nominal amount of the consideration is recognised as finance income over the payment period.

Contract costs

Under IFRS 15, the Group capitalises commission fees as costs of obtaining a contract when they are incremental and, if they are expected to be recovered, it amortises them consistently with the pattern of revenue for the related contract. If the expected amortisation period is one year or less, then the commission is expensed when incurred. Contract costs are capitalised to trade and other receivables, due within and after one year.

The Group in certain circumstances incurs costs to deliver its services and fulfil specific contracts. These costs may include process mapping and design, scoping and configuration. Contract fulfilment costs are divided into costs that deliver an asset and costs that are expensed as incurred.

Under IFRS 15, the Group capitalises these contract fulfilment costs when they directly relate to a specifically identifiable contract or anticipated contract, will enhance or generate resources used to satisfy future performance obligations and they are expected to be recovered. Where capitalised, it amortises them consistently with the pattern of revenue for the related contract.

At each reporting date, the Group determines whether or not the contract assets are impaired by comparing the carrying amount of the asset to the remaining amount of consideration that the Group expects to receive less the costs that relate to providing services under the relevant contract.

Employee benefits

The Group operates a defined contribution pension scheme. Contributions are recognised in the Statement of Comprehensive Income in the year in which they become payable in accordance with the rules of the scheme.

Short term employee benefits including holiday pay are recognised as an expense in the period in which the service is rendered.

Share based payment

The Group operates an equity-settled share based compensation plan in which the Group receives services from directors and certain employees as consideration for share options. The fair value of the services is recognised as an expense over the estimated vesting period, determined by reference to the fair value of the options granted.

Taxation

The taxation expense or credit comprises current and deferred tax recognised in the profit for the financial period or in other comprehensive income or equity if it arises from amounts recognised in other comprehensive income or directly in equity. Current tax is provided at amounts expected to be paid (or recovered) in respect of the taxable profits for the period using tax rates and laws that have been enacted or substantively enacted by the reporting date. Microlise, as a large company from 1 July 2020 for tax R&D purposes, qualifies for the large company RDECs which are included as grant income within other operating income.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset and where the deferred tax balances relate to the same taxation authority.

Exceptional items

Exceptional items are significant items of income or expense which, because of their size, nature and infrequency of the events giving rise to them, merit separate presentation to provide further understanding of the underlying financial performance of the Group during the period

Government grants

Grants are accounted under the accruals model, and grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure. Government grants relate to innovation grants and large company research and development expenditure credits ('RDEC' s).

Foreign exchange

Transactions denominated in foreign currencies are translated into sterling at the rates ruling on the date of the transaction. Monetary assets or liabilities denominated in foreign currencies at the Statement of Financial Position date are translated at the rate ruling on that date and all translation differences are charged or credited in the Statement of Comprehensive Income.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Intangible assets

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the fair value of the net assets acquired at the acquisition date. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment in the investee.

Intangible assets acquired separately from a business are recognised at cost. Intangible assets acquired as part of an acquisition are recognised separately from goodwill if the fair value can be measured reliably on initial recognition. Intangible assets created within the business are not recognised, other than for qualifying development expenditure, and expenditure is charged against profits in the year in which it is incurred.

Subsequent to initial recognition, intangible assets are stated at cost less accumulated recognised and accumulated impairment. Intangible assets are amortised on a straight line basis within administrative expenses over their estimated useful lives as follows:

Asset class Amortisation period

Brands 3 to 15 years

Customer relationships 7 to 16 years

Technology assets 5 to 13 years

Software 3 to 5 years

Intangible assets are tested for impairment when an event that might affect asset values has occurred. Any such impairment in carrying value is written off to the Statement of Comprehensive Income immediately.

Research and development expenditure

An internally generated intangible asset arising from development (or the development phase) of an internal project is recognised if, and only if, all of the following have been demonstrated:

· It is technically feasible to complete the development such that it will be available for use, sale or licence;

· There is an intention to complete the development;

· The method by which probable future economic benefits will be generated is known;

· There are adequate technical, financial and other resources required to complete the development; and

· There are reliable measures that can identify the expenditure directly attributable to the project during its development.

The amount recognised is the expenditure incurred from the date when the project first meets the recognition criteria listed above. Expenses capitalised as "Developed technology" within intangible assets consist of employee costs incurred on development. Where the above criteria are not met, development expenditure is charged to the consolidated statement of comprehensive income in the period in which it is incurred. The expected life of internally generated intangible assets varies based on the anticipated useful life, currently ranging from five to seven years.

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straight-line basis over the estimated useful life in which the intangible asset has economic benefit and is reported within administrative expenses in the consolidated statement of comprehensive income.

Research expenditure is recognised as an expense in the period in which it is incurred.

Research and development expenditure tax credits arise in the UK. Those relevant to a large company for tax purposes are credited to other operating income as a grant.

Financial assets

Financial assets, including trade and other receivables, cash and cash equivalent balances are initially recognised at transaction price. Such assets are subsequently carried at amortised cost using the effective interest method. Cash and cash equivalents comprise cash held at bank which is available on demand.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. The group measures loss allowances at an amount equal to lifetime ECL, which is estimated using past experience of the group's historical credit losses experienced over the three year period prior to the period end. Historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the group's customers, such as inflation rates. The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.

To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and aging. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.

The group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost to the extent that these are material. The group has determined that there is no material impact of ECLs on the historical financial information.

Contingent assets

A contingent asset is a possible asset that arises from past events and whose existence as of the reporting date will be confirmed only by the occurrence or non‑occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognised at the financial period end. The nature and circumstances relating to the contingent asset are disclosed.

Financial liabilities

Financial liabilities, including trade and other payables, lease liabilities and bank borrowings are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Borrowings are initially stated at the fair value of the consideration received after deduction of wholly attributable issue costs. Borrowings are subsequently stated at amortised cost using the effective interest method.

Right-of-use assets and lease liabilities

Under IFRS 16, leases are recognised as right-of-use assets, presented as a separate category within property, plant and equipment included in the consolidated statement of financial position, and with a corresponding lease liability from the date at which the leased asset is available for use by the Group. This has been adopted and applied on a full retrospective basis.

Assets and liabilities arising from a lease are initially measured at the present value of the lease payments and payments to be made under the terms of the lease. Reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, or the incremental borrowing rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal, presented as a separate category within liabilities, and finance cost. The finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received and any initial direct costs. Leasehold dilapidations are recognised in relation to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms.

Depreciation is charged on a straight line basis over the period of the lease and assets are subject to impairment reviews where circumstances indicate their value may not be recoverable of if they are not being utilised.

Payments associated with short-term leases of property, plant and equipment and leases of low-value assets continue to be recognised on a straight-line basis as an expense. Short-term leases are leases with a lease term of 12 months or less.

Property, plant and equipment

Property, plant and equipment assets are stated at cost less depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided on all property, plant and equipment assets at rates calculated to write off the cost of each asset on a straight line basis over its expected useful life, as follows:

Asset class Depreciation method rate

Freehold property 2% straight line

Leasehold improvements Over the period of the lease

Equipment, fixtures and fittings 20-33% straight line basis

Investments

Investments in subsidiaries are stated at cost or at the fair value of shares issued as consideration less provision for any impairment. Investments in associates are stated at fair value through the profit and loss.

Inventories

Inventories are valued at the lower of purchase cost and net realisable value, after due regard for any slow moving items. Net realisable value is based on selling price less anticipated costs to completion and selling costs. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its net realisable value. The impairment loss is recognised immediately in the consolidated statement of comprehensive income.

Provisions

Provisions are recognised for probable liabilities of uncertain timing or amount including elements of claims for reimbursement relating to a cyber incident that impacted services to customers. The provision is measured at the best estimate of the expenditure required to settle an obligation existing at the reporting date. Possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company and hence where an outflow of economic benefit is not probable are not provided for and are disclosed as contingent liabilities.

Share capital and reserves

Financial instruments issued by the company are treated as equity only to the extent that they do not meet the definition of a financial liability. The parent company's ordinary shares are classified as equity instruments.

The share premium account represents the amount by which the issue price of shares exceeds the nominal value of the shares less any share issue expenses.

The merger reserve represents the difference between the fair value of the shares issued as part of the consideration for Microlise Holdings Limited and the nominal value of the shares issued.

Retained earnings comprises opening retained earnings and total comprehensive income for the year, net of dividends paid.

New or revised accounting standards and interpretations

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for accounting periods beginning on or after 1 January 2026 and which the Group has chosen not to adopt early. These include the following standards which may be relevant to the Group:

- Amendments to IFRS 9 and IFRS 7 mandatory for periods commencing 1 January 2026 - Amendments to the Classification and Measurement of Financial Instruments made to address diversity in accounting practice by clarifying requirements in two specific areas:

o classification of financial assets with environmental, social and corporate governance (ESG) and similar features; and

o timing of derecognition of financial liabilities settled through electronic payment systems.

- IFRS 18 Presentation and Disclosure in Financial Statements mandatory for periods commencing 1 January 2027. IFRS 18 introduces three key new requirements:

o specified categories and defined subtotals in the statement of profit or loss;

o improved principles for aggregation and disaggregation of information; and

o disclosures about management-defined performance measures

As a result of initial review of the new standards, interpretations and amendments which are not yet effective in these financial statements, none are expected to have a material effect on the Company or Group's future financial statements. All IFRS effective at the reporting date of 31 December 2025 have been applied.

C. Critical accounting estimates and assumptions

Critical judgements in applying the accounting policies

The preparation of the financial statements under IFRS requires the use of certain critical accounting assumptions and requires management to exercise its judgement and to make estimates in the process of applying the Company's and Group's accounting policies. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable in the circumstances. The key judgements and estimates used in the preparation of these financial statements that could result in a material change in the carrying value of assets or liabilities within the next twelve months are as follows:

Fair values and intangible assets on acquisition of a business

Fair values have been applied on the acquisition of subsidiaries which involve a degree of judgement and estimation in particular in the identification and evaluation of intangible assets. The values are derived from the business cash flow forecasts and assumptions based on experience and factors relevant to the nature of the business activity.

Useful economic lives of intangible assets

The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments and economic utilisation. There is no current indication that the Group's businesses will not continue to trade profitably and hence the life may differ or be longer than the estimates used to amortise intangible assets.

Capitalisation of development expenditure

Management have used their judgement in respect of the capitalisation of development costs against the criteria in the policy. The viability of the new technology and know-how is supported by the results of testing and by forecasts for the overall value and margins from future sales to support the approach taken.

Impairment of intangible assets including goodwill and investments

Investments made by the Company and intangible assets acquired in a business combination capitalised with goodwill by the Group are subject to annual impairment tests and other intangibles amortised over their estimated useful lives subject to an assessment of impairment.

Subsequent impairment tests for investments and intangible assets are based on risk adjusted future cash flows discounted using appropriate discount rates. These future cash flows are based on forecasts which include estimated factors and are inherently judgemental. Future events could cause the assumptions to change which could have an adverse effect on the future results of the Group. Further detail including sensitivities is given in note 11.

Right-of-use assets and lease liabilities

In respect of right-of-use leased assets key estimates are a combination of the incremental borrowing rate used to discount the total cash flows and the term of the leases where breaks or extensions fall within the Group's control. These are used to derive both the opening asset value and lease liability as well as the consequential depreciation and financing charges. A 1% change in the discount rate used would increase interest charges and decrease depreciation by approximately £10,000 a year with an immaterial impact on assets and liabilities.

Provisions

Provisions, by their nature, include an element of estimation of the most likely outcomes in circumstances where claims have not been able to be fully evaluated at the reporting date. Whilst they are based on review of support provided and the terms of customer agreements the final payments may vary from the claim submitted.

Share based payment

The fair values in respect of share based payments are estimated using a number of inputs to an appropriate valuation models including the probability that performance conditions may be met. Further detail of the assumptions applied is included in note 23.

Notes to the financial statements for the year ended 31 December 2025

1. Revenue and segmental analysis

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 is defined as per the accounting policies.

Revenue in respect of the setup, 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.

	2025	2024
	£'000	£'000
By type
Revenue recognised at a point in time Supply of hardware and installation	21,863	22,534
	21,863	22,534
Revenue recognised over time Professional services including project management	3,342	3,796
Managed service agreement income	52,917	47,818
Other support and maintenance services	5,905	5,327
	62,164	56,941
	84,027	79,475
By destination:
UK	75,421	72,251
Rest of Europe	2,331	1,966
Rest of the World	6,275	5,258
Total revenue	84,027	79,475

Revenue in respect of one customer amounted to £21.2m representing 25% of the revenue for the year (2024: £26.1m representing 32% of the revenue).

The chief operating decision maker ("CODM") is identified as the Board. The Board as the CODM reviews the revenue streams of recurring and non-recurring revenue as part of their internal reporting.

The directors considered the Group to comprise only one fleet management services business with a focus on areas within this including geographical expansion and selling complementary services to the existing customer base.

The Group's non-current assets comprising investments, tangible and intangible fixed assets and the net assets by geographical location are:

	31 December 2025		31 December 2024
	Non-current assets	Net assets	Non-current assets	Net assets
	£'000	£'000	£'000	£'000

United Kingdom	95,936	65,466	96,952	69,608
France	33	57	13	39
Australia	121	318	7	203
India	207	2,201	209	2,049
	96,297	68,042	97,181	71,899

2. Adjusted results and exceptional costs

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 credits included in other operating income above operating loss which 'in line with common practice' is included in the Group's calculation of EBITDA.

The measure has been adjusted by acquisition related costs, the expense of major efficiency and cost reduction measures, the material costs of managing and compensating customers for an unexpected cyber security incident in 2024 and associated insurance proceeds from claims which are considered to be non-recurring and non-trading in nature together with the share based payment charge as it represents a non cash item.

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 recorded a number of exceptional costs in 2024 totalling £4,380,000 which arose as follows: £429,000 of professional and related fees in respect of managing the technical restoration of services; £1,520,000 reduction in revenue and credit note provisions recorded against trade receivables in respect of the value of invoiced services not available to customers in that period; £2,431,000 of provisions were made in respect of claims for consequential losses from the disruption to the customers' own businesses.

The Group considers that its related insurance policies largely covered 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. Insurance proceeds are not considered virtually certain until point of receipt and therefore determined to be a contingent asset for the purpose of these financial statements and assets only recognised in the financial period when specific claims are accepted by insurers.

In 2025, the Group has incurred a further £270,000 of professional fees and has received £1,153,000 from the insurers in respect of fees incurred and amounts paid out to customers (which utilised accruals and provisions made in 2024) resulting in a net credit of £883,000 in the year.

In 2025, the Group has been impacted by economic factors and weaker demand and as a result has implemented major one-off cost reduction measures and restructuring of staff resources to improve margins with a total cost of £2,408,000.

In view of the highly material amounts from the cyber incident together with and the cost reduction measures, the primary income statement has been presented to show the result before as well as after these exceptional costs.

	2025	2024
	£'000	£'000

Operating loss before interest and share of associate	(2,418)	(2,308)
Exceptional costs:
Transaction and subsequent restructuring costs	-	403
Cost and efficiency restructuring including severance payments	2,408	-
Cost of managing cyber security incident	270	429
Customer credits for services downtime from cyber incident	-	1,520
Cost of other customer claims from cyber incident	-	2,431
Cyber incident insurance proceeds received in the year	(1,153)	-
Depreciation	3,517	3,174
Amortisation of intangible assets	5,024	4,689
Share based payment	698	975
Adjusted EBITDA	8,346	11,313

3. Operating loss

The operating loss is stated after charging/(crediting):

	2025	2024
	£'000	£'000
Auditors remuneration:
Audit of the Group and Company financial statements	240	338
Depreciation of property, plant and equipment	2,123	1,994
Depreciation of right-of-use assets	1,394	1,180
Amortisation of intangible assets	5,024	4,689
Cost of inventory sold	13,912	13,418
Research and development costs	2,816	2,205
Foreign exchange (gains)/losses	(225)	165
Acquisition evaluation costs and expenses	-	83

In other operating income: Other income	(148)	(194)
Research and Development Expenditure Credit	(71)	(445)
Cyber incident insurance proceeds	(1,153)	-

The Group claims RDEC credits which are treated as other operating income and reflected in the loss before tax.

4. Information regarding directors and employees

Employees

The aggregate remuneration of employees (including severance costs) comprised:

	Group		Company
	Year ended 31 December 2025	Year ended 31 December 2024	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000	£'000	£'000
Wages and salaries	40,766	36,794	734	900
Social security costs	4,451	3,591	88	109
Pensions	1,688	1,424	30	27
Share based payment	698	975	297	263
Total	47,603	42,784	1,149	1,299

Average number of employees

The average number of employees in the year was:

	Group		Company
	Year ended 31 December 2025	Year ended 31 December 2024	Year ended 31 December 2025	Year ended 31 December 2024
Sales and distribution	93	88	-	-
Operations and development	634	627	-	-
Administration	89	90	5	5
Total	816	805	5	5

Directors' remuneration

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Directors' remuneration - aggregate emoluments	706	878
Group pension contributions in respect of 4 (2024: 4) directors Share based payment	30	26 363
	297	26 363
	1,033	1,267
Remuneration of the highest paid director	316	438
Group pension contributions Share based payment	12	11 239
Group pension contributions Share based payment	205	11 239
	533	688

Key management compensation

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Short term employee benefits	2,238	2,614
Post employment benefits	96	97
Share based payment	605	747
Total key management remuneration	2,939	3,458

Key management is defined as those persons having authority and responsibility for planning, directing, and controlling the activities of the Group, directly or indirectly, including any directors (whether executive or otherwise) of the Group.

5. Interest receivable

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Interest receivable
Bank interest receivable	268	287
Loan interest receivable	93	165
	361	452

6. Interest payable

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Interest payable
Interest and similar charges on bank and other borrowings	79	116
Lease liability financing charges	178	134
Other interest	2	-
	259	250

7. Taxation on loss

	2025	2024
	£'000	£'000
Current taxation
UK corporation tax charge	-	-
Foreign tax	273	281
Adjustments in respect of previous periods	-	(75)
	273	206
Deferred taxation
Origination and reversal of timing differences	(641)	(452)
Adjustments in respect of previous periods	(16)	(35)
	(657)	(487)
Tax credit on loss	(384)	(281)

Factors affecting the tax credit for the year

The tax credit on the loss for the year differs from applying the average standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are reconciled below:

	2025	2024
	£'000	£'000
Loss before taxation	(2,549)	(2,335)

Corporation tax at standard rate	(637)	(584)
Factors affecting credit for the year:
Disallowable expenses	205	321
Share of loss on disposal of associate/share of associate loss not deductible	58	57
Overseas tax rates	6	35
Adjustments in respect of previous periods	(16)	(110)

Tax credit on loss	(384)	(281)

8. Earnings per share

	2025	2024
Loss used in calculating EPS (£'000)	(2,165)	(2,054)
Weighted average number of shares for basic and diluted EPS ('000)	115,946	115,946
Weighted average number of shares for diluted EPS ('000)	115,946	115,946
Basic earnings per share (pence)	(1.87)	(1.77)
Diluted earnings per share (pence)	(1.87)	(1.77)

There were 4,059,193 unexercised share options in place at 31 December 2025 (2024: 4,276,815) of which 236,017 were potentially dilutive in respect of the year (2024: 239,462). They would not increase the loss per share and accordingly the basic and diluted loss per share are equal.

9. Dividends

	2025 £'000	2024 £'000
Final dividend of 1.24p per share paid in respect of FY24 (1.725p per share for FY23)	1,438	2,000
Interim dividend of 0.60p per share paid in respect of FY25 (0.57p per share for FY24)	695	661
	2,133	2,661

The directors have proposed a final dividend for FY25 of 1.30p per share to be paid on 24 July 2026.

10. Property, plant and equipment

Group	Freehold property	Right-of-use property	Leasehold building Improvements	Right-of-use equipment	Equipment, fixtures and fittings	Total
	£'000	£'000	£'000	£'000	£'000	£'000

Net book value
At 1 January 2024	4,736	727	14	790	2,680	8,947

Cost
At 1 January 2024	5,271	2,056	289	1,703	7,158	16,477
Additions	-	228	3	178	1,418	1,827
Acquisitions	-	410	-	108	588	1,106
Disposals	-	(844)		(320)	(216)	(1,380)
Exchange adjustments	-	-	(3)	-	(6)	(9)
At 31 December 2024	5,271	1,850	289	1,669	8,942	18,021

Depreciation
At 1 January 2024	535	1,329	275	913	4,478	7,530
Charge for the year	102	803	-	377	1,892	3,174
Disposals	-	(844)		(320)	(214)	(1,378)
Exchange adjustments	-	-	(3)	-	(4)	(7)
At 31 December 2024	637	1,288	272	970	6,152	9,319

Net book value
At 31 December 2024	4,634	562	17	699	2,790	8,702

Cost
At 1 January 2025	5,271	1,850	289	1,669	8,942	18,021
Additions	-	142	-	3,837	2,478	6,457
Disposals	-	(144)	-	(1,458)	(1,036)	(2,638)
Exchange adjustments	-	-	(32)	-	(59)	(91)
At 31 December 2025	5,271	1,848	257	4,048	10,325	21,749

Depreciation
At 1 January 2025	637	1,288	272	970	6,152	9,319
Charge for the year	102	226	1	1,168	2,020	3,517
Disposals	-	(144)	-	(1,458)	(1,034)	(2,636)
Exchange adjustments	-	-	(31)	-	(48)	(79)
At 31 December 2025	739	1,370	242	680	7,090	10,121

Net book value
At 31 December 2025	4,532	478	15	3,368	3,235	11,628

Company	Freehold property
	£'000
Cost
At 31 December 2024 and 2025	4,965

Accumulated depreciation
At 31 December 2024	331
Charge for the year	102
At 31 December 2025	433

Net book value
At 31 December 2025	4,532
At 31 December 2024	4,634

11. Intangible assets

	Goodwill	Customer relationships	Technology - business combinations	Brands	Total business combination assets	Developed technology	Software	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Net book value
At 1 January 2024	54,291	12,349	2,951	1,774	71,365	4,438	425	76,228

Cost
At 1 January 2024	54,291	18,186	6,868	2,711	82,056	7,254	864	90,174
Additions	-	-	-	-	-	2,678	87	2,765
Acquisitions (note 27)	5,902	1,837	1,552	319	9,610	-	-	9,610
At 31 December 2024	60,193	20,023	8,420	3,030	91,666	9,932	951	102,549

Amortisation
At 1 January 2024	-	5,837	3,917	937	10,691	2,816	439	13,946
Charge for the year	-	1,376	1,164	284	2,824	1,725	140	4,689
At 31 December 2024	-	7,213	5,081	1,221	13,515	4,541	579	18,635

Net book value
At 31 December 2024	60,193	12,810	3,339	1,809	78,151	5,391	372	83,914

Cost
At 1 January 2025	60,193	20,023	8,420	3,030	91,666	9,932	951	102,549
Additions	-	-	-	-	-	2,653	130	2,783
Exchange adjustments	-	-	-	-	-	-	(2)	(2)
At 31 December 2025	60,193	20,023	8,420	3,030	91,666	12,585	1,079	105,330

Amortisation
At 1 January 2025	-	7,213	5,081	1,221	13,515	4,541	579	18,635
Charge for the year	-	1,380	1,000	288	2,668	2,235	121	5,024
Exchange adjustments	-	-	-	-	-	-	(2)	(2)
At 31 December 2025	-	8,593	6,081	1,509	16,183	6,776	698	23,657

Net book value
At 31 December 2025	60,193	11,430	2,339	1,521	75,483	5,809	381	81,673

All the goodwill is now considered to relate to the Microlise cash generating unit, following integration of acquired businesses into Microlise Limited as explained in note 1 above.

The Group tests goodwill annually for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Microlise carrying value is assessed for impairment purposes by calculating the value in use using the net present value (NPV) of future cash flows discounted at a post-tax rate of 12.8% (2024: 12.7%).

The Microlise goodwill has been tested by reference to a 3 year management approved forecast with a 2% long term growth rate considered applicable to the UK market applied to the terminal period. Where general inflation assumptions have been required, these have been estimated based on externally sourced data. General inflation assumptions of 2% to 3% have been included in the forecast.

No impairment is indicated although they are sensitive to forecast increases in EBITDA. Whilst the business did not meet the FY25 forecast used in the prior year test significant cost reductions have been implemented that underpin future forecasts. The Microlise NPV including all group trade for the 2025 test exceeds carrying values by £16m (2024: £25m) with the decrease reflecting a small reduction in projected net margins. The post-tax discount rate would need to increase from 12.8% to 16.0% in order for the cash generating unit's recoverable amount to be equal to its carrying amount. The long term growth rate would need to reduce from a growth rate of 2% to a contraction rate of 2.2% in order for the cash generating unit's recoverable amount to be equal to its carrying amount.

12. Investments and loan receivables

Group				Associate
				£'000
At 1 January 2024				1,593
Share of loss for the year				(229)
At 31 December 2024				1,364
Conversion of convertible loan				1,230
Disposal of interest in associate				(2,594)
At 31 December 2025				-

Company	Subsidiary undertakings	Associate	Total
	£'000	£'000	£'000
At 1 January 2024	81,455	1,550	83,005
Additions	11,436	-	11,436
Additions - fair value of share options held by subsidiary company employees	728	-	728
Increase in fair value	-	(1,075)	(1,075)
At 31 December 2024	93,619	475	94,094
Additions - fair value of share options held by subsidiary company employees	401	-	401
Conversion of convertible loan	-	1,230	1,230
Disposals	-	(475)	(475)
At 31 December 2025	94,020	-	94,020

Subsidiary undertaking	Principal activity	Class of shares held	% share holding
Microlise Limited	Transport management technology solutions	Ordinary	100%
Microlise Holdings Limited	Intermediate holding company	Ordinary	100%
Microlise Engineering Limited	Non trading company	Ordinary	100%
TruTac Limited	Dormant company	Ordinary	100%
Enterprise Software Solutions Limited	Dormant company	Ordinary	100%
Microlise Pty Limited (Australia)	Transport management technology solutions	Ordinary	100%
Microlise SAS (France)	Transport management technology solutions	Ordinary	100%
Microlise Telematics Private Limited (India)	Transport management technology solutions	Ordinary	100%
Microlise India Private Ltd	Non trading company	Ordinary	100%

All the UK subsidiary companies are registered in England at the same registered office as the Company. Microlise Pty Limited is registered at Level 1, 20 Albert Street, Blackburn, Victoria, 3130 Australia, Microlise SAS at Les Hauts de la Duranne, 505 Avenue Galilee, 13290 Aix-en-Provence, France, Microlise Telematics Private Limited and Microlise India Private Limited at 4^th Floor, Pride Accord, Baner Road, Pune, 411045, India.

The Group agrees to guarantee the liabilities of Microlise Engineering Limited (02211125), TruTac Limited (02521511) and Enterprise Software Systems Limited (03374336) thereby allowing them to take exemption from having an audit under section 479A of the Companies Act 2006.

Investments in associates consisted of a 20% holding in Trakm8 Holdings plc acquired on 22 December 2018 and measured in accordance with the accounting policy. The company was listed on AIM and at 31 December 2024 the market value of the shareholding was £0.475m. The shareholding was sold 9 July 2025 as part of a recommended cash acquisition of Trakm8 Holdings plc by Brillian UK Limited at an acquisition price of 9.5 pence per share and Trakm8 Holdings plc delisted 10 July 2025. The Group received disposal proceeds of £2,180,000 and recognised a loss on disposal of £414,000.

The primary business of Trakm8 Holdings plc is the development, manufacture, distribution and sale of telematics devices, services and optimisation solutions. The principal place of business is 4 Roman Park, Roman Way, Coleshill, Birmingham, West Midlands, B46 1HG.

The Group also has an interest of £1 in a jointly controlled not for profit community investment company, Road to Logistics C.I.C. This had commenced activity funded by a government grant and incurs neither a profit nor a loss. The principal place of business is Access House, Halesfield 17, Telford, England, TF7 4PW.

Summarised financial information (material associates)

Trakm8 Holdings plc

Trakm8 Holdings plc has a year end of 31 March, and the summarised financial information disclosed was based on their published annual statements to 31 March 2024 together with unaudited interim financial statements to 30 September 2024, prepared under IFRS.

		30 September 2024
		£'000
Assets - non-current		27,260
Assets - current		7,168
Liability - non-current		(2,549)
Liability - current		(13,789)
Net assets (100%)		18,090
Group share of book net assets (20%)		3,618

The differing carrying value above reflects the equity accounting policy applied.

			Year ended 30 September 2024
			£'000
Revenues			15,863
Loss from continuing operations			(1,180)
Other comprehensive income			13
Total comprehensive expense			(1,167)

The Company also advanced £1,000,000 to Trakm8 Holdings plc in September 2022. This was a convertible loan bearing interest at 18% (2024: 18%) which was converted 9 July 2025 at a conversion rate of 8.1 pence per share as part of the cash acquisition of Trakm8 Holdings plc by Brillian UK Limited. The Group and Company recognised a gain on conversion of £181,000.

Group and company
				£'000
At 31 December 2024				1,000
Interest accrued				49
Converted in year				(1,049)
At 31 December 2025				-

13. Inventories

Group	31 December 2025	31 December 2024
	£'000	£'000
Raw materials and consumables	896	1,853
Work in progress	20	20
Finished goods and goods for resale	1,837	1,339
	2,753	3,212

An impairment loss of £122,000 in respect of inventory was recorded in the year ended 31 December 2025 (2024: £17,000).

14. Trade and other receivables

	Group		Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£'000	£'000	£'000	£'000
Current
Trade receivables	10,206	16,232	-	-
Provision for impairment of trade receivables	(417)	(276)	-	-
Trade receivables net	9,789	15,956	-	-
Contract cost assets	2,174	2,579	-	-
Other receivables	414	166	-	-
Prepayments	3,613	2,403	375	51
Total	15,990	21,104	375	51
Non-current
Trade receivables	91	113	-	-
Contract cost assets	2,905	3,088	-	-
Total	2,996	3,201	-	-

Total	18,986	24,305	375	51

Analysis of expected credit losses is included in note 20.

The movements in Group contract related balances in the year are as follows:

	Year ended 31 December 2025		Year ended 31 December 2024
Contract cost assets		£'000		£'000
Opening balance		5,667		3,919
Amortised to income statement		(4,129)		(1,425)
Incurred in the year		3,541		3,173
Closing balance		5,079		5,667

15. Cash and cash equivalents

	Group		Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£'000	£'000	£'000	£'000
Cash at bank and in hand	16,743	11,401	229	55

16. Lease liabilities

	Group		Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£'000	£'000	£'000	£'000
Current	1,188	809	-	-
Non-current	2,689	500	-	-
Total	3,877	1,309	-	-

Leases

The group has entered into lease contracts in respect of property in the jurisdictions from which it operates, use of data centres and vehicles which are typically for terms of 3 to 5 years. In respect of data centre contracts there are options to extend the initial period with these factored into the liabilities where the group plans to use these for a longer period. For property leases, it is customary for lease contracts to be reset periodically to market rental rates. Leases of equipment, data centre usage and vehicles comprise only fixed payments over the lease terms.

Right of use assets, additions and amortisation are included in note 10. Interest expenses relating to lease liabilities are included in note 6.

Other amounts relating to leases were as follows:

	31 December 2025	31 December 2024
	£'000	£'000
Short term lease expense	298	317
Total cash outflow for leases	1,589	1,284

The maturity of lease liabilities at 31 December 2025 were as follows:

	Property	Equipment and vehicles	Total
	£'000	£'000	£000
Within 1 year	240	948	1,188
1-2 years	122	927	1,049
2-5 years	141	1,499	1,640
Total	503	3,374	3,877

The maturity of lease liabilities at 31 December 2024 were as follows:

	Property	Equipment and vehicles	Total
	£'000	£'000	£000
Within 1 year	298	511	809
1-2 years	132	80	212
2-5 years	267	21	288
Total	697	612	1,309

17. Trade and other payables

	Group		Company
	31 December 2025	31 December 2024	31 December 2025	31 December 2024
	£'000	£'000	£'000	£'000
Current
Trade payables	3,463	3,798	246	12
Taxation and social security	2,843	3,208	38	35
Amounts owed to group undertakings	-	-	23,255	22,166
Other payables	914	874	7	4
Accruals	7,136	5,827	359	1,094
Contract liabilities	20,791	22,702	-	-
Total	35,147	36,409	23,905	23,311

Non-current
Contract liabilities	17,742	16,051	-	-
Total	17,742	16,051	-	-

Total	52,889	52,460	23,905	23,311

The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. Contract liabilities relates principally to service income received in advance. The timing of recognition of Group contract liabilities are as follows:

	Less than one year	1-2 years	2-3 years	3-4 years	4-5 years	Total
At 31 December 2025	£'000	£'000	£'000	£'000	£'000	£'000
Contract liabilities	20,791	7,312	5,644	3,654	1,132	38,533

	Less than one year	1-2 years	2-3 years	3-4 years	4-5 years	Total
At 31 December 2024	£'000	£'000	£'000	£'000	£'000	£'000
Contract liabilities	22,702	7,584	4,191	3,033	1,243	38,753

The movements in Group contract related balances in the year are as follows:

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Revenue related contract liabilities
Opening balance	(38,753)	(34,482)
Invoiced in the year	(52,697)	(52,089)
Recognised as revenue in the year	52,917	47,818
Closing balance	(38,533)	(38,753)

18. Deferred tax assets and liabilities

Deferred tax assets/(liabilities) are as follows:

Group	Intangible assets	Accelerated capital allowances	Freehold property	Tax losses	Other	Total
	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	(5,334)	(475)	(1,113)	884	416	(5,622)
On acquisition	(927)	(147)	-	-	-	(1,074)
RDEC credit carried forward	-	-	-	-	99	99
Foreign exchange movement	-	-	-	-	(4)	(4)
Credit/(charge) for the year	911	88	27	(460)	(79)	487
At 31 December 2024	(5,350)	(534)	(1,086)	424	432	(6,114)
RDEC credit carried forward	-	-	-	-	3	3
Foreign exchange movement	-	-	-	-	(10)	(10)
Credit/(charge) for the year	1,059	(146)	25	(341)	60	657
At 31 December 2025	(4,291)	(680)	(1,061)	83	485	(5,464)
Company
						Other £'000
At 31 December 2024						1
Credit for the year						1
At 31 December 2025						2

Deferred tax has been recognised at a rate of 25% (2024: 25%).

19. Provisions

Group
						£'000
At 31 December 2023						-
Charge for the year						2,862
At 31 December 2024						2,862
Utilised in the year						(251)
At 31 December 2025						2,611

As explained in note 2, the provisions arose as a result of a cyber-attack incident in October 2024 which impacted customer services. The amount provided for, represents an estimate based on the claims submitted by customers for consequential losses from the disruption caused during the time services were not available to them. It is expected to be settled within the next year.

The provision includes uncertainties around the amounts that certain claims will be settled at, based on the nature of the claim, the contractual arrangement and the evidence provided to support the claim. Independent legal advice has been sought to estimate the most likely outcome of the claim by applying a probability factor. A 5% increase in the probability factor applied would increase the provision recognised by £174,000.

A related contingent asset for insurance income has been disclosed in note 25. It is expected that the insurance proceeds will largely meet the liability and which is recognised as other income as claims are settled by the insurer.

20. Financial Instruments

Financial risk management

The determination of financial risk management policies and the treasury function is managed by the CFO. Policies are set to reduce risk as far as possible without unduly affecting the operating effectiveness of the Group.

The Group's activities expose it to a variety of financial risks, the most significant being credit risk, liquidity risk and interest rate risk together with a degree of foreign currency risk as discussed below.

Categories of financial instruments

The Group has the below categories of financial instruments:

	31 December 2025	31 December 2024
Recognised at amortised cost	£'000	£'000
Cash and bank balances	16,743	11,401
Trade receivables - net	9,880	16,069
Other receivables	414	1,166
Total financial assets	27,037	28,636

Trade payables	3,463	3,798
Other payables	8,050	6,701
Lease liabilities	3,877	1,309
Provisions	2,611	2,862
Total financial liabilities	18,001	14,670

There were no assets or liabilities at 31 December 2025 or 2024 that were recognised and measured at fair value in the historical financial information.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss for the Group. Financial instruments, which potentially subject the Group to concentration of credit risk, consist primarily of cash and cash equivalents and trade accounts receivable including accrued income.

The Group places its cash and cash equivalents with major financial institutions, which management assesses to be of high-credit quality in order to limit the exposure of each cash deposit to a minimal level.

Trade receivables

Trade accounts receivable are derived primarily from non-recurring hardware sales and monthly service income and generally have 30-60 day terms. With the exception of one large customer who accounts for 28% (2024: 22%) of the trade receivable invoiced balance, credit risk with respect to accounts receivable is dispersed due to the large number of customers. Collateral is not required for accounts receivable. The credit worthiness of customers with balances in trade receivables not yet due has been assessed as high.

The aging of past due trade receivables according to their original due date is detailed below:

	31 December	31 December
	2025	2024
Past due	£'000	£'000
0-60 days	3,006	4,295
60-120 days	353	788
121+ days	2,461	1,132
Expected credit loss provision	(417)	(276)
Total	5,403	5,939

A majority of the expected credit loss provision relates to balances that are more than 120 days overdue. The expected credit loss on balances less than 120 days is immaterial. A substantial majority of the overdue debt has been collected since the period end date with the unprovided amounts considered to be collectible.

The expected credit loss provision relates to specific customers based on credit information available at the year end.

A lifetime expected loss provision has been assessed on the remaining balance of trade receivables based on historical credit losses across the customer base and this is considered immaterial.

At each of the Statement of Financial Position dates, a portion of the trade receivables were impaired and provided for. The movement in the provision for trade receivables in each of the periods is as follows:

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
At start of year	276	457
Provision charged	225	-
Utilised	(84)	(181)
At year end	417	276

Oher receivables are considered to bear similar risks to trade receivables or are owed by government bodies. Hence any expected credit loss on other financial assets is considered to be immaterial.

Liquidity risk

The Group now funds its business through equity and from cash generated from operations and also has a £10m undrawn working capital facility available. The Group monitors and manages cash to mitigate any liquidity risk it may face. The following table shows the Group's contractual maturities of financial liabilities based on undiscounted cash flows including interest charges and the earliest date on which the Group is obliged to make repayment:

	Less than one year	1-2 years	2-5 years	Total
At 31 December 2025	£'000	£'000	£'000	£'000
Trade and other payables	11,375	-	-	11,375
Lease liabilities	1,434	1,215	1,766	4,415
Total	12,809	1,215	1,766	15,790

	Less than one year	1-2 years	2-5 years	Total
At 31 December 2024	£'000	£'000	£'000	£'000
Trade and other payables	10,495	-	-	10,495
Lease liabilities	892	241	291	1,424
Total	11,387	241	291	11,919

Interest rate risk

There are no borrowings or liabilities subject to variable interest rates.

Currency risk

The Group operates predominantly in the UK with sterling being its functional currency and has a degree of exposure to foreign currency risk, with this spread across income and expenses in Euros, US dollars and Australian dollars for sales and purchasing operations together with an outflow only of Indian rupees for the costs of development and operational support activity. The impact of a 10% fluctuation in all foreign exchange rates moving in the same direction against GBP has been assessed to be an overall impact of up to £200,000 which would be mitigated by some matching of income and expenses.

The net exposure to the dollar is offset by significant purchases made in dollars. The net underlying foreign currency balances, comprising overseas assets and liabilities, cash, receivables and payables in the UK, in the Group statement of financial position by underlying currency at the period end were:

	USD	Euro	AUD	INR	Total
	£'000	£'000	£'000	£'000	£'000
At 31 December 2025	424	537	489	467	1,917
At 31 December 2024	189	512	84	433	1,218

Capital management

The Group's capital comprises share capital, share premium and retained earnings. The Group's objectives when maintaining capital are:

To safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The capital structure of the Group consists of shareholders equity as set out in the consolidated statement of changes in equity. The longer-term funding requirements for acquisitions were financed from cash reserves and term bank debt which was fully repaid from the equity proceeds on listing. All working capital requirements are financed from existing cash resources.

The Group sets the amount of capital it requires in proportion to risk in conjunction with the retained earnings. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

21. Pensions

Defined contributions pension scheme

The group operates a number of defined contribution pension schemes. Contributions totalling £429,000 (2024: £347,000) were included in payables and due to the defined contribution schemes at the end of the year. The total contributions are disclosed in note 4.

22. Share capital

Group and Company
Allotted, called up and fully paid	At 31 December	At 31 December
	2025	2024
	£	£
115,945,956 ordinary shares of £0.001 each	115,946	115,946

All shares rank equally in respect of income and capital distributions.

23. Share based payments

Options	Weighted average exercise price	Number
At 1 January 2024	£0.38	3,701,974
Granted in the year	£0.11	1,534,959
Lapsed in the year	£0.08	(960,118)
At 31 December 2024	£0.35	4,276,815
Granted in the year	£0.00	1,452,472
Lapsed in the year	£0.12	(1,953,113)
At 31 December 2025	£0.34	3,776,174

The Company grants share options under both an executive long term incentive plan scheme, typically at an exercise price of £0.001 per option and also to employees at an exercise price equal to the market price at date of grant which has been £1.48 and £1.54 for the two tranches granted to date. 1,297,550 of the options relating to the general employee scheme were exercisable as of 31 December 2025.

The Company granted 1,430,342 options on 11 March 2024 to executive employees at an exercise price of £0.001 per share. They are exercisable from 31 December 2026 with 10% subject to carbon reduction targets and 90% subject to a Total Shareholder Return condition for the three years from 1 January 2024 of a minimum of a median growth in the share price compared to a comparator group up to highest growth in the group for 100% to be exercised. The fair value of the carbon reduction target options has been assessed at an average fair value of £1.19 per option using a Black Scholes model and the TSR options at £0.78 using a Monte Carlo model, both applying a volatility of 46%, risk free rates of 4.20% and a dividend yield of 1.51%

104,617 options were granted to employees on 16 May 2024 at an exercise price of £1.54 subject to a 3 year vesting period only. The fair value was assessed as £0.49 per option using a Black Scholes model with a volatility of 45%, risk free rates of 4.10% and a dividend yield of 1.51%.

The Company granted 1,452,472 options on 19 June 2025 to executive employees at an exercise price of £0.001 per share. They are exercisable from 31 December 2027, subject to a holding period of 2 years, with 10% subject to carbon reduction targets, 45% subject to an earnings per share target and 45% subject to a Total Shareholder Return condition for the three years from 1 January 2025 of a minimum of 8% annual growth in the share price up to an 18% return for 100% to be exercised. The fair value of the carbon reduction target options and the earnings per share condition options have been assessed at an average fair value of £0.91 per option using a Black Scholes model and the TSR options at £0.49 per option using a Monte Carlo model, applying a volatility of 44.7%, risk free rates of 3.9% and a dividend yield of 1.76%

The average vesting period for all options is estimated at 3 years and the share based payment charge was £698,000 for the year (2024: £975,000). The weighted average remaining vesting period is 1.5 years (2024: 1.0 year).

24. Capital commitments

The Group had capital commitments contracted but not provided for of £438,000 at 31 December 2025 (2024: £25,000). The company had no capital commitments (2024: £nil).

25. Contingencies

As disclosed in note 2, the Group was the target of a cyber-attack in 2024. Investigations to date have identified that some limited employee data and corporate data was impacted by the incident, but no customer systems data was compromised. Discussions with the Information Commissioner's Office (ICO) have concluded and they have closed their investigation with no penalties arising but is subject to new information coming to light and/or identification that there has been detriment to any data subjects. The potential impact on the Group of any future customer claims arising are still subject to a number of significant uncertainties and therefore, any assessment of the likely outcome or quantum cannot be made at the date of disclosure. In 2024, the Group incurred exceptional costs for professional and related fees in respect of managing the technical restoration of services and provided for customer claims. The Group considers that its related insurance policies 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. Confirmation that the policies cover the circumstances was received during the period. Insurance proceeds are not considered virtually certain until point of receipt and therefore determined to be a contingent asset for the purpose of these financial statements and assets only recognised in the financial period when specific claims are accepted by insurers.

26. Related party transactions

The remuneration of key management personnel and directors is set out in note 4 and transactions with the former associate in note 12.

27. Business combinations

Prior year combination

On 10 January 2024, the group acquired 100% of Enterprise Software Systems Limited ('ESS'), a leading provider of transportation management system solutions. The acquisition is expected to further expand Microlise's suite of transport technology solutions. The total consideration of £11,436,000 included £850,000 of deferred consideration paid six months after the date of acquisition. The acquisition was funded from the Group's cash resources and the identifiable assets acquired included £4,373,000 of cash of which £3,500,000 was considered to be excess cash. The goodwill arising of £5,902,000 is attributable to the workforce, synergies and expected future growth in customers and earnings. The transaction has been accounted for under the purchase method of accounting. The principal adjustments are in respect of the intangible fixed assets of £3,708,000 acquired in relation to the brand, technology and customer relationships, together with the related deferred taxation liability of £927,000.

The brand acquired is valued at £319,000 on a relief from royalty method and with a deemed useful life of 3 years and 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.

Synergies are expected to arise by combining the management of operations and providing a broader service offering to all Group customers with the trade and assets of ESS transferred to Microlise Limited on 31 May 2024 and as such it is not possible to separately identify the post acquisition results. Had ESS been consolidated from 1 January 2024, the additional contribution to results from 10 days trading would have been negligible.

The fair value of the assets and liabilities acquired were as follows:

	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
Cash consideration paid in the year			11,436

The cash outflow, net of cash acquired, at the date of acquisition was £6,295,000 with £850,000 of deferred consideration payable in January 2025. The deferred consideration has not been discounted on the basis of materiality.

Acquisition costs of £0.3m were incurred relating to the acquisition with £0.2m incurred and expensed in the year ended 31 December 2023 and £0.1m in the year ended 31 December 2024. Other than the acquisition costs the acquisition was not included in the reported results for the year ended 31 December 2023.

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