20/04/2010 - Half year results

Half year results

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15/04/2010 - Tracsis Plc Announces £250K Contract Win

Tracsis Plc Announces £250K Contract Win

Tracsis Plc, a leading provider of operational planning and software to the rail industry is pleased to announce a further contract win with a major UK train operating company. The contract secures licence revenue of approximately £250,000 for the company over a five year period.

John McArthur, Tracsis Plc CEO commented,

"This further win underlines our position as the leading provider of smart planning systems to the UK rail market and secures a long term relationship with one of the foremost regional operators.  I am especially pleased this agreement includes our new TRACSRoster optimisation suite which was developed last year at the behest of the rail market."

Enquiries:

Tracsis plc John McArthur Lee-ann Humphries	0845 125 9162
Zeus Capital Limited Alex Clarkson Bobby Fletcher	0161 831 1512

27/01/2010 - Result of AGM

Tracsis Plc

Notice of Annual General Meeting

Tracsis plc, (the "Company") (AIM: TRCS), a provider of labour resource optimisation software and consultancy services for the transport sector, is pleased to announce that at the Annual General Meeting of the Company held today, all resolutions were duly passed.

Enquiries:

Tracsis plc John McArthur Darren Bamforth	0845 125 9162
Zeus Capital Limited Alex Clarkson Bobby Fletcher	0161 831 1512

31/12/2009 - Total Voting Rights

RNS Number : 9304D
Tracsis PLC
31 December 2009

Tracsis plc

Total Voting Rights

Tracsis plc (the "Company") (AIM: TRCS), announces that pursuant to the requirements of the Disclosure and Transparency Rules, the total number of voting rights in respect of each ordinary share in issue and admitted to trading on AIM at the date of this announcement is as follows:

	Total Number of Shares in Issue	Total Number of Voting Rights
Ordinary Shares of 0.4p each	19,502,255	19,502,255

The above figure of 19,502,255 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the FSA's Disclosure and Transparency Rules.

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Zeus Capital Limited Alex Clarkson Bobby Fletcher	0161 831 1512

23/12/2009 - Notice of Annual General Meeting

Tracsis plc

Notice of Annual General Meeting

Tracsis plc, (the "Company") (AIM: TRCS), a provider of labour resource optimisation software for the transport sector, announces that the Company’s Annual General Meeting ("AGM") will be held at 2pm on 27 January 2010 at the Company’s registered office; Leeds Innovation Centre, 103 Clarendon Road, Leeds, England, LS2 9DF.

Pursuant to Rule 20 of the AIM Rules for Companies; the notice of the AGM along with the Company’s annual report and accounts have been posted to shareholders and has also been made available on the Company’s website; www.tracsis.com.

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Zeus Capital Limited Alex Clarkson Bobby Fletcher	0161 831 1512

23/12/2009 - Replacement-Notice of AGM and Posting of Accounts

RNS Number : 6530E
Tracsis PLC
23 December 2009

Tracsis plc

Notice of Annual General Meeting

Tracsis plc, (the "Company") (AIM: TRCS), a provider of labour resource optimisation software for the transport sector, announces that the Company's Annual General Meeting ("AGM") will be held at 2pm on 27 January 2010 at the Company's registered office; Leeds Innovation Centre, 103 Clarendon Road, Leeds, England, LS2 9DF.

Pursuant to Rule 20 of the AIM Rules for Companies; the notice of the AGM along with the Company's annual report and accounts have been posted to shareholders and has also been made available on the Company's website; www.tracsis.com.

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Zeus Capital Limited Alex Clarkson Bobby Fletcher	0161 831 1512

10/12/2009 - Director/PDMR Shareholding

RNS Number : 9208D
Tracsis PLC
10 December 2009

Tracsis plc

Director's Dealings

The Company received notification today that John McArthur, Chief Executive, purchased 5,000 ordinary shares of 0.4p each ("Ordinary Shares") in the Company today, at a price of 53p per Ordinary Share. The beneficial interest of Mr. McArthur following the purchase is now 951,222 Ordinary Shares representing 4.9% of the total issued share capital of the Company.

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Zeus Capital Limited Alex Clarkson Bobby Fletcher	0161 831 1512

07/12/2009 - Acquisition of Safety Information Systems Limited

RNS Number : 6517D
Tracsis PLC
07 December 2009

Tracsis plc (the "Company")

Acquisition of Safety Information Systems Limited

Tracsis plc (AIM: TRCS), a provider of operational planning software and consultancy services for the transport industries, is pleased to announce that on 4 December 2009 ("Completion") it entered into an agreement pursuant to which it acquired the entire issued share capital of Safety Information Systems Limited ("SIS"), a company which provides data analysis, process control and management reporting software.

ACQUISITION HIGHLIGHTS

1. Safety Information Systems Limited is the proprietor of a software suite called COMPASS^TM that assists with the management and dissemination of performance related event data within operations and safety critical functions.
2. SIS operates predominantly within the UK rail sector although also provides software and services to clients with the marine and energy generation sectors where its product offerings are highly relevant.
3. SIS generated revenue of £327,259 during the year ended 31 December 2008 resulting in operating profit of £188,933.
4. The directors of Tracsis believe SIS has strong synergies with Tracsis and valuable growth potential which will contribute to broadening the Company’s customer base and expanding its client offering.
5. Initial consideration of £465,000 of which £415,000 shall be satisfied in cash and £50,000 by the issue of 97,087 ordinary shares ("Ordinary Shares") subject to an adjustment mechanism based on the net current assets of SIS at Completion.
6. Subject to agreed financial targets on the performance of SIS in the year commencing 04 March 2010, deferred consideration of up to £50,000 will be paid which will be satisfied by way of cash and the issue of Ordinary Shares.

The Directors believe that the acquisition of SIS will further strengthen the Company’s product offering to transport operators whilst at the same time broadening the reach of the enlarged group into other industries. The roles of performance management and the reporting of delay attribution and other safety critical information are extremely important within the transportation markets and are an integral part of timetable and resource planning functions where Tracsis already operates. The SIS product set should be highly complementary to the existing products and services of the Tracsis group of companies and the transaction has been deliberately structured to minimise dilution to existing shareholders. The Directors believe the acquisition will be earnings enhancing and will further the groups ambition as a leading provider of intelligent planning systems.

John McArthur, Chief Executive Officer, Tracsis Plc, commented:

"I am delighted to announce Safety Information Systems is now part of the Tracsis Group. The acquisition of SIS is the 3rd transaction we have made in the past 15 months and has all the positive attributes we look for in a company i.e. – a profitable business model, good quality recurring revenue, a great product with high barriers to entry, supportive customers and solid management. The COMPASS software is relatively new to the UK rail industry but we believe this to be the best-in-breed performance reporting tool. From speaking with our customers I am confident there is significant scope to grow market share in the short term and we believe this acquisition furthers our growth strategy of becoming a leading provider of intelligent planning systems for the transport sector."

7 December 2009

Enquiries

Tracsis plc John McArthur, Chief Executive Officer	+ 44 (0) 845 125 9162
Haggie Financial LLP Nicholas Nelson / Kathy Boate	+44 (0) 207 417 8989
Zeus Capital Limited Alex Clarkson / Bobby Fletcher	+44 (0) 161 831 1512

DETAILS OF THE ACQUISITION

Consideration

The initial consideration payable comprises a sum of £465,000 of which £415,000 shall be satisfied in cash and £50,000 satisfied by the issue of 97,087 Ordinary Shares at a price of 51.5 pence per share ("Consideration Shares"). The cash amount payable is subject to the net current assets for SIS being at least £50,000 at completion and will be adjusted accordingly where this is not the case.

Application will be made for the admission of the 97,087 Ordinary Shares issued on completion of the acquisition to trading on AIM. The selling shareholder will not (save in certain specific circumstances) dispose of any of the Consideration Shares for a period of 12 months following completion and thereafter for a further 12 months any disposal must be through the Company’s broker in an orderly manner.

Deferred consideration of up to £50,000 is payable subject to the achievement of certain financial targets in the 12 month period to 04 March 2011. Where these targets are not met the deferred consideration will be adjusted downwards. The deferred consideration will be satisfied as to 90 per cent. in cash and as to 10 per cent. by the issue of Ordinary Shares at the average market value in the 5 business days prior to their issue. The cash consideration will be financed out of the Company’s existing cash resources.

INFORMATION ON SIS LIMITED

SIS was established in 1991 to provide performance management capabilities to transport operators. SIS uses its COMPASS software which is focussed on effective management of performance and event data in operations and safety functions. The primary customer base is UK rail operators. The software proposition seeks to;

1. Provide customised and flexible management information on performance and incidents for all managers to enable them to manage more effectively
2. Support compliance (e.g. incident reporting requirements, performance data provision to Department for Transport)
3. Ensure follow up actions are completed through progress tracking
4. Reduce staff cost and lead time to produce management information, enabling close to real time analysis and reporting

The COMPASS software further addresses the following functions;

1. Train operating companies ("TOCs") must store, evaluate and report on delay attribution data
2. TOCs and other businesses must have robust procedures for managing safety incidents and ensure that information relating to these is propagated throughout their operation and actioned in a timely and appropriate manner

25/11/2009 - Preliminary Results

TRACSIS PLC

Preliminary Results for the year ended 31 July 2009

A year of significant progress on all fronts

Tracsis plc ('Tracsis' or 'the Group') (AIM: TRCS), a provider of performance and planning optimisation software and consultancy services for the transport industries, today announces preliminary results for the financial year ending 31 July 2009.

Highlights:

* Year of further growth and profitability:

  * Turnover of £2.31M (FY'08: £805K); recurring revenue under contract in
     excess of £650K

  * Operating profit of £666K (FY'08: £300K)

  * Net assets in excess of £3.9M
     (FY'08: £2.59M) and cash balances of £2.9M (FY'08: £1.9M)

  * Strong, debt free balance sheet

* Successful acquisition and integration of RWA Rail Limited, a leading rail
   consultancy serving both the UK and overseas rail markets

* Successful acquisition of Peeping Limited (July 2009), a market leading
   company involved with rail passenger analysis to UK train operating
   companies, adding further depth and strength to the Tracsis rail offering

* Design, development and delivery of a new optimisation software product
   `TRACS Roster'

  *Result of a 15 month development project which was carried out in
     conjunction with the UK's largest train operating companies

  *Delivery of the first long term licence sale of TRACS Roster in October
     2009

  *Excellent growth potential for this product both within the UK and
     abroad for both rail and bus clients

* Broadening of the Group's sales pipeline and client book as a result of the
   acquisitions and additional marketing efforts

* Several new train operating companies signed up to the TrainTRACS product

Expanded internal resources and company infrastructure to accommodate the
  growing opportunity

John McArthur, Chief Executive Officer, commented:

'Tracsis has completed another strong year of trading during which we have completed two important strategic acquisitions whilst at the same time growing our client base and increasing both turnover and operating profit. Furthermore, we have made some great hires into the business and expanded both our client delivery and technical development teams. These developments have enabled us to release an entirely new optimisation product to the rail industry in the form of TRACS Roster. This product has already been adopted by a major inter city rail operator on a long term basis and we believe will be well received by the rest of our customer base.

'Looking ahead, the Group is rapidly moving towards its goal of becoming a leading provider of operational planning software and consultancy services to the transport markets and we are pleased to report our customers now include all the major operators such as First Group, Go-Ahead, Stagecoach, Virgin, Arriva, and National Express. We remain confident of maintaining a trend of delivering further growth via our existing products and services which are now complemented by TRACS Roster. Furthermore, we will continue to entertain relevant, well priced acquisitions which can help us achieve our goal of becoming a leading provider of `smart' planning systems. Our thanks go out to customers, shareholders and staff who have continued to support us during this period of growth.'

25 November 2009

Enquiries:

Tracsis plc John McArthur, Chief Executive Officer	+44 (0) 845 125 9162
Haggie Financial LLP Nicholas Nelson / Kathy Boate	+44 (0) 207 417 8989
Zeus Capital Limited Alex Clarkson / Bobby Fletcher	+44 (0) 161 831 1512

Chairman's and Chief Executive Officer's Statement

Introduction

The Group is pleased to report on a further period of profitable growth, strengthened industry position, and significant investment into personnel and infrastructure to ensure a solid foundation on which to continue our expansion plans. The past 12 months have seen delivery of Tracsis's acquisition policy through the purchases of RWA Rail Ltd ('RWA') and Peeping Limited ('Peeping') which has broadened the Group's product offering, enhanced profitability and provided opportunities to market to a wider base of potential customers. The Group has also been successful in growing organic revenue of existing products and services whilst at the same time putting in place the resources and infrastructure required for further expansion.

Business Description

Tracsis Plc is a provider of resource optimisation software and operational planning consultancy to companies in the passenger transport industries (primarily passenger rail) within the UK and overseas markets.

Tracsis's products and services can be broadly categorised into three profitable areas: resource optimisation software; passenger demand analysis and surveys; and operational and performance planning consultancy. The majority of these services and the revenue generated therein remain within the passenger bus and rail sector. The Group's core product suite, developed in conjunction with applied research from the University of Leeds, is used to automate and optimise the process by which labour schedules and rosters are created, allowing for this activity to be done with greater speed and with a higher degree of accuracy and efficiency than existing methods.

Financial Summary

The Group experienced buoyant trading during the period which was in line with expectations. The growth in revenue reflects the successful integration of RWA which contributed £1.4m to the overall total of £2.3m, whilst the original Tracsis software licensing business demonstrated organic growth in sales of 15% over the period.

Likewise operating profit was boosted by RWA which contributed £390,000 to the total £666,000. The original Tracsis business showed operating profits of £276,000 following investment in staff resources and office infrastructure, for which the business will see benefits come through in future periods. It is also noteworthy to report that significant time has been spent by the business on new product development which did not generate any revenue in the past financial year; although the Directors feel confident that revenue from these developments will start during early 2010 and should be visible within our next interim statement.

Income statement

A summary of the Group's results is set out below:

	Year ended 31 July 2009 £'000	Year ended 31 July 2008 £'000
Turnover	2,311	805
Operating profit	666	300
Profit for the period	511	299

Revenues are derived from the sale of software licences along with associated customer support and maintenance and the provision of consultancy services to customers in the rail industry. Sales revenue is analysed further below.

	Year ended 31 July 2009 £'000	Year ended 31 July 2008 £'000
Software licences	576	491
Customer support and maintenance contracts	142	119
Consultancy and training revenue	1,593	195
Total revenue	2,311	805

Balance sheet and cash flow

The Group continues to have a strong, debt free balance sheet following a year of positive operational cash flow, further augmented by the additional placing of shares in August 2008 which raised £181,000 of additional funding for the Group. Cash balances have increased in the period from £1,898,000 at 31 July 2008 to £2,986,000 at 31 July 2009 with the principal elements of the movement being:

	Year ended 31 July 2009 £'000	Year ended 31 July 2008 £'000
Net cash generated by operating activities	1,579	(398)
Net cash used in investing activities	(672)	(3)
Net cash generated from financing activities	181	1,584
Movement during the period	1,088	1,183

Trading Progress

Software Licences and Maintenance

Tracsis continues to operate a software lease licence business model and these licences usually last for the duration of the operator's franchise. The Group also provides full technical support and maintenance services to customers as they undertake the software adoption process.

Given the nature of the UK and overseas transport markets the business finds that the majority of software sales are made via word of mouth referrals as the reputation of the Group grows, and there is a high degree of repeat custom due to the leasing model. At present, the Directors believe there is a low level of direct competition for the Group's optimisation products in both scheduling and rostering markets.

We are pleased to announce the release of an entirely new optimisation product we have named TRACS Roster. This tool is a rostering optimisation package which allows transport operators to rapidly create legal, highly efficient `base' (i.e. long term) staff rosters while taking into account all the various labour constraints and service parameters. Poor roster construction can often lead to large inherent inefficiencies being built into rosters which are costly to transport operators whilst at the same time being potentially detrimental to staff morale and motivation. TRACS Roster has been demonstrably proven to speed up the back office process of roster creation, create legal and acceptable work rosters, whilst at the same time achieving tangible cost and performance benefits.

By way of background TRACS Roster was developed in collaboration with some of the UK's largest train operating companies ('TOCs'). The project started in July 2008 and the first long term licence sale was achieved in October 2009. Since the release of this product and unveiling at our annual user group conference in September 2009 Tracsis has seen significant interest and demand from other rail and bus operators in both the UK and abroad and expects to deliver further sales in the near future.

Consultancy and training

Tracsis provides a range of operational consultancy services to clients in the rail industry via its wholly owned subsidiary RWA Rail Ltd. These consultancy services include revenue generating software pilots and one-off engagements, but also include larger, more diverse projects which include the following elements: timetable planning and formulation; performance modelling; fleet and crew scheduling; and a variety of feasibility studies into new rail infrastructure. A large part of the consultancy's revenue is devised from rail franchise bidding where the RWA team provides a range of strategic operational advice on all aspects of a prospective bid.

The addition of RWA provides the business with a unique foothold in the performance planning, timetabling and rostering field. The Group's enlarged team is now able to undertake larger, broader software and consultancy projects within the transport industry and provide a more end-to-end service offering to customers.

Peeping Limited acquisition

On 24 July 2009, the Group announced the acquisition of Peeping for an initial cash consideration of £260,000 and the issue of 172,744 ordinary shares in Tracsis. Peeping is a leading provider of research based services to train operating companies including passenger footfall assessments and railway station surveys. The business works with the majority of train operating companies in the UK and has a long track record within the sector.

For the financial year ending April 2009 (i.e. pre-acquisition) Peeping generated revenue of £432,000 and EBITDA of £153,000. The Directors of Tracsis consider that Peeping has strong synergies with the business activities and client base of Tracsis and will strengthen the Group's market position in the years ahead.

Outlook

Tracsis has completed another strong year of trading during which we have completed two important strategic acquisitions whilst at the same time growing our client base and increasing both turnover and operating profit. Furthermore, we have made some great hires into the business and expanded both our client delivery and technical development teams. These developments have enabled us to release an entirely new optimisation product to the rail industry in the form of TRACS Roster. This product has already been adopted by a major inter city rail operator on a long term basis and we believe will be well received by the rest of our customer base.

Looking ahead, the Group is rapidly moving towards its goal of becoming a leading provider of operational planning software and consultancy services to the transport markets and we are pleased to report our customers now include all the major operators such as First Group, Go-Ahead, Stagecoach, Virgin, Arriva, and National Express. We remain confident of maintaining a trend of delivering further growth via our existing products and services which are now complemented by TRACS Roster. Furthermore, we will continue to entertain relevant, well priced acquisitions which can help us achieve our goal of becoming a leading provider of `smart' planning systems. Our thanks go out to customers, shareholders and staff who have continued to support us during this period of growth.

R D Jones	Chairman
J C McArthur	Chief Executive Officer

24 November 2009

Consolidated Income Statement	2009	2008
for the year ended 31 July 2009	£000	£000
Revenue
- acquisitions	1,376	-
- continuing	935	805
Total revenue	2,311	805
Administrative costs	(1,645)	(505)
Operating profit before share-based payment charges	707	361
Share-based payment charges	(41)	(61)
Operating profit
- acquisitions	390	-
- continuing	276	300
Total operating profit	666	300
Finance income	63	93
Profit before tax	729	393
Taxation	(218)	(94)
Profit for the year	511	299
Earnings per ordinary share
Basic	2.69p	2.47p
Diluted	2.45p	2.37p
Consolidated Statement of Recognised Income and Expense	2009	2008
For the year ended 31 July 2009	£000	£000
Profit for the year	511	299
Total recognised income attributable to equity holders of the parent	511	299
Consolidated Balance Sheet	2009	2008
For the year ended 31 July 2009	£000	£000
Property, plant and equipment
Intangible assets	1,892	-
Deferred tax assets	-	18
	1,900	24
Current assets
Trade and other receivables	729	1,081
Cash and cash equivalents	2,986	1,898
	3,715	2,979
Total assets	5,615	3,003
Non-current liabilities
Deferred tax liabilities	271	-
	271	-
Current liabilities
Trade and other payables	1,003	302
Current tax liabilities	346	109
	1,349	411
Total liabilities	1,620	411
Net assets	3,995	2,592
Equity attributable to equity holders of the company
Called up share capital	77	70
Share premium reserve	2,485	1,641
Share based payments reserve	102	61
Retained earnings	1,331	820
Total equity	3,995	2,592
Company Balance Sheet	2009	2008
as at 31 July 2009	£000	£000
Fixed assets
Tangible fixed assets	6	6
Investments	2,469	-
Deferred tax	29	18
Current assets
Debtors	371	1,081
Cash at bank and in hand	2,623	1,898
	2,994	2,979
Creditors: amounts falling due within one year	(1,771)	(411)
Net current assets	1,223	2,568
Net assets	3,727	2,592
Capital and reserves
Called up share capital	77	70
Share premium reserve	2,485	1,641
Share based payments reserve	102	61
Retained earnings	1,063	820
Shareholders' funds	3,727	2,592

Consolidated statement of changes in equity

for the year ended 31 July 2009	Share Capital £'000	Share Premium £'000	Share Based Payments Reserve £'000	Retained Earnings £'000	Total £'000
At 1 August 2007	-	17	5	624	646
Profit for the year	-	-	-	299	299
Share based payment charges	-	-	61	-	61
Adjustment for share options subsequently exercised	-	-	(5)	7	2
Arising on the Placing (net of issue costs)	70	1,624	-	(50)	1,644
Dividends paid	-	-	-	(60)	(60)
At 31 July 2008	70	1,641	61	820	2,592
Profit for the year	-	-	-	511	511
Share based payment charges	-	-	41	-	41
Additional placing	2	198	-	-	200
Shares issued as consideration for business combinations	5	646	-	-	651
At 31 July 2009	77	2,485	102	1,331	3,995

Consolidated Cash Flow Statement	2009	2008
for the year ended 31 July 2009	£000	£000
Operating activities
Profit for the year	511	299
Net finance income	(63)	(93)
Depreciation	4	5
Income tax charge	218	94
Share based payment charges	41	61
Operating cash inflow before changes in working capital	711	366
Movement in trade and other receivables	960	(917)
Movement in trade and other payables	21	153
Operating cash flow from operations	1,692	(398)
Finance income	63	93
Income tax paid	(176)	(93)
Net cash flow from operating activities	1,579	(398)
Investing activities
Purchase of plant and equipment	(6)	(3)
Acquisition of subsidiaries	(666)	-
Net cash flow from investing activities	(672)	(3)
Financing activities
Proceeds from the Placing (net of costs)	181	1,644
Dividends paid to equity shareholders	-	(60)
Net cash flow from financing activities	181	1,584
Net increase in cash and cash equivalents	1,088	1,183
Cash and cash equivalents at the beginning of the year	1,898	715
Cash and cash equivalents at the end of the year	2,986	1,898

Notes to the Preliminary Announcement

1 Accounting Policies

Significant accounting policies

Tracsis plc (the `Company') is a company incorporated in the United Kingdom. The consolidated financial statements of the Company for the year ended 31 July 2009 comprise the Company and its subsidiaries (together referred to as the `Group').

The following paragraphs summarise the significant accounting policies of the Group, which have been consistently applied in dealing with items which are considered material in relation to the Group's financial statements.

Basis of preparation

The Group consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (`IFRSs') as adopted by the EU and applicable law. The Company has elected to prepare its parent company financial statements in accordance with UK accounting standards and applicable law (`UK GAAP'). These parent company statements appear after the notes to the consolidated financial statements.

The Accounts have been prepared under the historical cost convention except for derivative financial instruments that are stated at their fair value.

The accounting policies set out below have been applied consistently throughout the Group and to all accounting periods presented for the purposes of the consolidated financial statements.

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of IFRSs that have a significant effect on the Group financial statements and estimates with a significant risk of material adjustment in future years are disclosed in Note 2.

There are a number of new standards and interpretations issued and endorsed by the EU but not yet effective which may be applicable to the Group but which have not been applied in these Accounts, including IFRS 8 Operating Segments, revision to IAS 23 Borrowing Costs, revisions to IAS 1, revision to IFRS 2 Share Based Payments, revisions to IFRS 3 Business Combinations and revisions to IFRS 1 and IAS 27 Cost of Investment in a subsidiary. No endorsed standard is expected to have a material impact on the financial statements. All other endorsed standards and IFRICs have been reviewed by management and are not considered applicable for the Group's financial statements.

Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date control ceases.

All intra-group balances and transactions, including unrealised profits arising from intra-group transactions, are eliminated fully on consolidation.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable (excluding value added tax and discounts given) derived from the provision of goods and services to customers during the period. The Group derives revenue from software licences, post contract customer support and consultancy services.

The Group recognises the revenue from the sale of software licences and specified upgrades upon shipment of the software product or upgrade, when there are no significant vendor obligations remaining, when the fee is fixed and determinable and when collectability is considered probable. Where appropriate the Group provides a reserve for estimated returns under the standard acceptance terms at the time the revenue is recognised. Payment terms are agreed separately with each customer.

Revenue from post contract customer support and consultancy services is recognised on a straight-line basis over the term of the contract. Revenue received and not recognised in the income statement under this policy is classified as deferred income in the balance sheet.

Revenue from other products and services is recognised as the products are shipped or services provided.

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains and losses on translation are recognised in the income statement.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs. The corresponding liability is recognised within provisions. Items of property, plant and equipment are carried at depreciated cost.

Depreciation is provided on all items of property, plant and equipment so as to write off the carrying value of items over their expected useful economic lives. It is applied at the following rates:

Computer equipment - 33 1/3% on cost

Office fixtures and fittings - 20% on cost

Intangible assets

Goodwill

Goodwill arising on acquisitions comprises the excess of the fair value of the consideration plus any associated costs for investments in subsidiary undertakings over the fair value of the net identifiable assets acquired at the date of acquisition. Adjustments are made to fair values to bring the accounting policies of the acquired businesses into alignment with those of the Company. The costs of integrating and reorganising acquired businesses are charged to the post acquisition income statement. Goodwill arising on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the lowest level within the group at which the associated level of goodwill is monitored for management purposes and are not larger than the reporting segments determined in accordance with IFRS 8 'Operating Segments'.

Other intangible assets

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights.

Intangible assets, primarily customer relationships, acquired as part of a business combination are capitalised separately from goodwill and are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated using a straight line method over the estimated useful life of the assets of 40 years.

Impairment of non-current assets

Where an indication of impairment is identified, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). If the recoverable amount (higher of fair value less cost to sell and value in use of an asset) is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.

Research and Development Costs

Expenditure on internally developed products is capitalised as intangible assets if it can be demonstrated that:

* it is technically feasible to develop the product for it to be sold;

* adequate resources are available to complete the development;

* there is an intention to complete and sell the product;

* the Group is able to sell the product;

* sale of the product will generate future economic benefits; and

* expenditure on the project can be measured reliably.

Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within the administrative expenses line in the income statement.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the income statement as incurred.

Financial instruments

The Group classifies its financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are recognised on the balance sheet at fair value when the Group becomes a party to the contractual provisions of the instrument.

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

(i) Cash and cash equivalents

Cash and cash equivalents in the balance sheet are included at cost and comprise cash at bank, cash in hand and short term deposits with an original maturity of three months or less.

(ii) Trade receivables

Trade receivables do not carry interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

(iii) Trade payables

Trade payables are not interest bearing and are stated at their nominal value.

(iv) Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Taxation

The tax on the profit or loss for the year represents current and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying value in the financial statements.

The principal temporary differences arise from depreciation on plant and equipment and share options granted by the Group to employees and directors.

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders, or in the case of interim dividends, when paid.

Leases

Rentals applicable where substantially all of the benefits and risks of ownership remain with the lessor are classified as operating leases and payments are charged to the income statement on a straight line basis over the period of the lease.

Employee benefits

Wages, salaries, social security contributions, paid annual leave, bonuses and non-monetary benefits are accrued in the year in which the associated services are rendered by the employees of the Group. Where the Group provides long term employee benefits, the cost is accrued to match the rendering of the services by the employees concerned.

Share based payments

The Group issues equity-settled share based payments to certain employees (including directors). Equity-settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight line basis over the vesting period, together with a corresponding increase in equity, based upon the Group's estimate of the shares that will eventually vest.

Fair value is measured using the Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Where the terms and conditions of options are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction, and designated as a replacement transaction on the date that it was granted, the cancelled and new transactions are treated as if they were a modification of the original transaction as described in the previous paragraph.

Retirement benefits

Contributions to defined contribution pension schemes are charged to the income statement in the year to which they relate.

2 Critical Accounting Estimates and Judgements

The Group's accounting policies are set out in Note 1. The Directors consider that the key judgements and estimates made in the preparation of the consolidated financial statements are:

Intangible fixed assets

Reviews of the Group's intangible fixed assets have been carried out, using commercial judgements and a number of assumptions and estimates have been used to support the carrying value of these assets.

Revenue recognition

Certain of the Group's contracts for software licences, maintenance services and other consultancy projects have a term of more than one year. The Directors assess the fair value of the entire contract attributable to each of the different services and the timing of when revenues should be recognised and this assessment can differ from the legally contracted values.

Share-based payments

The Group has equity settled share-based remuneration schemes for employees. The fair value of share options is estimated by using the Black-Scholes valuation model, on the date of grant based on certain assumptions. These assumptions include, among others, expected volatility, expected life of the options and number of options expected to vest.


3 Acquisition of subsidiaries

On 5 August 2008, the Group acquired 100% of the issued share capital of R.W.A. Rail Limited, for a combination of cash and share based consideration. The company provides specialist consultancy services to companies in the rail industry. In the 12 months to 31 July 2009 the company contributed profit of £ 395,000 before tax.

The acquisition had the following effect on the Group's assets and liabilities on the acquisition date:

	Pre-acquisition carrying amount	Fair value Adjustments	Recognised value on Acquisition
	£000	£000	£000
Intangible assets	-	708	708
Trade and other receivables	596	6	602
Trade and other payables	(154)	-	(154)
Income tax payable	(138)	-	(138)
Deferred tax liability	(2)	(198)	(200)
Net identified assets and liabilities	302	516	818
Goodwill on acquisition			671
			1,489
Consideration paid:
- cash			801
Costs incurred			180
Net cash acquired			(362)
Net cash flow			619
Consideration paid: fair value of shares issued			580
Deferred contingent consideration:
- cash			145
- fair value of shares to be issued			145
Total consideration			1,489

The deferred contingent consideration was paid during August 2009 following the achievement of certain agreed financial targets for R.W.A. Rail Limited for the year to 31 July 2009.

Pre-acquisition carrying amounts were determined based on applicable IFRSs, immediately prior to the acquisition. The values of assets and liabilities recognised on acquisition are the estimated fair values.

The fair value adjustments are provisional and arise in accordance with the requirements of IFRSs to recognise intangible assets acquired. In determining the fair values of intangible assets the Group has used discounted cash flow forecasts.

The goodwill arising on the acquisition arises from the value attributed to the skills and technical talent of the workforce of R.W.A. Rail Limited acquired.

On 24 July 2009, the Group acquired 100% of the issued share capital of Peeping Limited, for a combination of cash and share based consideration. The company provides specialist consultancy services to companies in the rail industry. In the seven day period from acquisition to 31 July 2009 the company did not contribute to the Group's profit before tax.

The acquisition had the following effect on the Group's assets and liabilities on the acquisition date:

	Pre-acquisition carrying amount	Fair value Adjustments	Recognised value on Acquisition
	£000	£000	£000
Intangible assets	-	369	369
Trade and other receivables	5	-	5
Trade and other payables	(13)	-	(13)
Income tax payable	(40)	-	(40)
Deferred tax liability	-	(103)	(103)
Net identified assets and liabilities	(48)	266	218
Goodwill on acquisition			144
			362
Consideration paid:
- cash			260
Costs incurred			42
Net cash acquired			(255)
Net cash flow			47
Consideration paid: fair value of shares issued			90
Deferred contingent consideration:
- cash			157
- fair value of shares to be issued			68
Total consideration			362

The deferred contingent consideration is payable during August 2010 based on the results of Peeping Limited for the year to 31 July 2010. Pre-acquisition carrying amounts were determined based on applicable IFRSs, immediately prior to the acquisition. The values of assets and liabilities recognised on acquisition are the estimated fair values.

The fair value adjustments are provisional and arise in accordance with the requirements of IFRSs to recognise intangible assets acquired. In determining the fair values of intangible assets the Group has used discounted cash flow forecasts.

The goodwill arising on the acquisition arises from the value attributed to the skills and technical talent of the workforce of R.W.A. Rail Limited acquired.

4 Basic and diluted earnings per ordinary share

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all dilutive potential ordinary shares.

The Company has one class of dilutive potentially ordinary shares: those share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the year.

	2009	2008
Earnings (£000)	511	299
Weighted average number of shares - basic (number `000)	18,949	12,081
Weighted average number of shares - diluted (number `000)	20,780	12,607
Basic earnings per ordinary share (pence)	2.69	2.47
Diluted earnings per ordinary share (pence)	2.45	2.37

5 Share capital

	2009 Number	2009 £	2008 Number	2008 £
Authorised:
Ordinary shares of 0.4p each	35,000,000	140,000	35,000,000	140,000
Allotted, called up and fully paid:
Ordinary shares of 0.4p each	19,134,139	76,536	17,503,450	170,014

The following share transactions have taken place during the year ended 31 July 2009:

On 5 August 2008, 1,084,113 ordinary shares of 0.4p each were issued as consideration for the acquisition of RWA Rail Limited.

On 5 August 2008, 373,832 ordinary shares of 0.4p each were issued pursuant of a placing of shares for cash consideration of £200,000.

On 24 July 2009, 172,744 ordinary shares of 0.4p each were issued as consideration for the acquisition of Peeping Limited.


6 Events after the balance sheet date

Payment of contingent consideration

On 12 August 2009, the Company issued 271,029 ordinary shares of 0.4p each at a price of 53.5p per share and made a cash payment of £145,000 which, together, comprise the contingent consideration agreed by the board in respect of the acquisition of R.W.A. Rail Limited. The board considers that the company has achieved the criteria stipulated at the date of acquisition.


7 Publication of Annual Report and Accounts

In accordance with AIM Rule 20, Tracsis plc confirms that its Annual Report and Accounts for the year ended 31 July 2009 will shortly be sent to all shareholders and will then be available for download from the Company's website at www.tracsis.com.

14/09/2009 - The number of AIM securities in issue

The number of AIM securities in issue

The number of AIM securities in issue – 19,405,168 Ordinary Shares of 0.4p each.

The percentage of AIM securities not in public hands is 78.71 per cent. No shares are held by the Company as treasury shares. Holders of approximately 70.82% of the Company’s issued share capital have signed a lock in agreement whereby the holders agree not to dispose of any interest in Tracsis plc’s shares held by them for a period of 12 months from the date of Tracsis’ Admission to AIM in November 2007, except in limited circumstances. The agreement also provides that the Ordinary Shares held by the Restricted Shareholders will be effected through the company’s broker on a best price and execution basis for a further 12 months.

Holders of a further 5.72% of the Company’s issued share capital have signed a lock in agreement whereby the holders agree not to dispose of any interest in Tracsis plc’s shares held by them for a period of 12 months from the date of Tracsis’ re-admission to AIM in August 2008 following the reverse acquisition of RWA Rail Limited. The agreement also provides that the Ordinary Shares held by these Restricted Shareholders will be effected through the company’s broker on a best price and execution basis for a further 12 months.

Holders of a further 1.26% of the Company’s issued share capital have signed a lock in agreement whereby the holders agree not to dispose of any interest in Tracsis plc’s shares held by them for a period of 12 months from the date of the issue of the deferred consideration shares pursuant to the reverse acquisition of RWA Rail Limited. The agreement also provides that the Ordinary Shares held by these Restricted Shareholders will be effected through the company’s broker on a best price and execution basis for a further 12 months.

Holders of a further 0.90% of the Company’s issued share capital have signed a lock in agreement whereby the holders agree not to dispose of any interest in Tracsis plc’s shares held by them for a period of 12 months from the date of the issue of the initial consideration shares pursuant to the acquisition of Peeping Limited. The agreement also provides that the Ordinary Shares held by these Restricted Shareholders will be effected through the company’s broker on a best price and execution basis for a further 12 months.

Significant shareholders

	Shareholding	Percentage
Techtran Group Limited*	3,655,550	18.84%
The University of Leeds	3,390,000	17.47%
Dr Raymond Kwan	2,875,850	14.82%
Partnerships Investment Equity Fund Limited	1,875,000	9.66%
Unicorn Asset Management	1,874,032	9.66%
IP Venture Fund*	1,645,500	8.48%
Robert Watson	1,355,142	6.98%
John McArthur	934,427	4.81%
IP2IPO Nominees*	926,600	4.78%

*Techtran Group Limited and IP2IPO Nominees Limited are wholly owned subsidiaries of IP Group plc. IP Group plc is a limited partner in IP Venture Fund, which is managed by an IP Group plc company.

10/09/2009 - Director/PDMR Shareholding

RNS Number : 8638Y
Tracsis PLC
10 September 2009

Tracsis plc (the "Company")

Director's Dealings

The Company received notification today that John McArthur, Chief Executive, purchased 6,795 ordinary shares of 0.4p each ("Ordinary Shares") in the Company today, at a price of 53p per Ordinary Share. The beneficial interest of Mr. McArthur following the purchase is now 946,222 Ordinary Shares representing 4.88% of the total issued share capital of the Company.

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Haggie Financial LLP Nicholas Nelson Kathy Boate	020 7417 8989
Zeus Capital Limited Alex Clarkson Bobby Fletcher	0161 831 1512

28/08/2009 - Total Voting Rights

RNS Number : 0481Y
Tracsis PLC
28 August 2009

Tracsis plc

Total Voting Rights

Tracsis plc (the "Company") (AIM: TRCS), announces that pursuant to the requirements of the Disclosure and Transparency Rules, the total number of voting rights in respect of each ordinary share in issue and admitted to trading on AIM at the date of this announcement is as follows:

	Total Number of Shares in Issue	Total Number of Voting Rights
Ordinary Shares of 0.4p each	19,405,168	19,405,168

The above figure of 19,405,168 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the FSA's Disclosure and Transparency Rules.

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Haggie Financial LLP Nicholas Nelson Kathy Boate	020 7417 8989
Zeus Capital Alex Clarkson Bobby Fletcher	0161 831 1512

26/08/2009 - Director/PDMR Shareholding

RNS Number : 0605Y
Tracsis PLC
26 August 2009

Tracsis plc (the "Company")

Director's Dealings

The Company received notification today that John McArthur, Chief Executive, purchased 5,000 ordinary shares of 0.4p each ("Ordinary Shares") in the Company today, at a price of 53p per Ordinary Share. The beneficial interest of Mr. McArthur following the purchase is now 939,427 Ordinary Shares representing 4.84% of the total issued share capital of the Company.

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Haggie Financial LLP Nicholas Nelson Kathy Boate	020 7417 8989
Zeus Capital Alex Clarkson Bobby Fletcher	0161 831 1512

13/08/2009 - Payment of Deferred Consideration

RNS Number : 3853X
Tracsis PLC
13 August 2009

TRACSIS PLC

("Tracsis" or the "Company")

Payment of Deferred Consideration

Tracsis plc (AIM: TRCS), a provider of performance and planning optimisation software and consultancy services for the transport industries, announces the issue of 271,029 new ordinary shares of 0.4p each ("Ordinary Shares") as deferred consideration payable for the purchase of RWA Rail Limited ("RWA"). The purchase of RWA was approved by the Company's shareholders on 4 August 2008.

The total deferred consideration payable was calculated as £290,000, to be satisfied as to 50% by the issue of Ordinary Shares and as to the remainder by payment in cash. The number of Ordinary Shares to be issued in satisfaction of the share element of the deferred consideration was calculated using a share price of 53.5 pence, as per the share purchase agreement ("Acquisition Agreement") dated 18 July 2008. A cash payment of £145,000 will also be made.

The 271,029 deferred consideration shares ("Deferred Consideration Shares") are being issued to Robert Watson, Chief Operating Officer of Tracsis, who was the sole vendor of RWA. Under the terms of the Acquisition Agreement, Robert Watson has agreed that he will not (save in certain specific circumstances) dispose of any of the Deferred Consideration Shares for a period of 12 months following their issue, and thereafter for a further 12 month period any disposal must be made via the Company's broker in an orderly manner. Following the issue of the Deferred Consideration Shares, Robert Watson's beneficial holding in the Company will be 1,355,142 Ordinary Shares representing 6.98 per cent. of the enlarged issued share capital of the Company.

Application has been made for the Deferred Consideration Shares to be admitted to trading on AIM on 14 August 2009.

Following the issue of the Deferred Consideration Shares there will be 19,405,168 Ordinary Shares in issue.

Enquiries:

Tracsis plc John McArthur, Chief Executive Officer	+44 (0) 845 125 9162
Haggie Financial LLP Nicholas Nelson/Kathy Boate	+44 (0) 207 417 8989
Zeus Capital Limited Alex Clarkson/Bobby Fletcher	+44 (0) 161 831 1512

27/07/2009 - Acquisition of Peeping Ltd and Pre Close Trading Update

Result of AGM and Grant of Share Options

TRACSIS PLC

("Tracsis" or "the Company")

Acquisition of Peeping Limited

Pre-close Trading update for the year ended 31 July 2009

Tracsis plc (AIM: TRCS), a provider of operational planning software and consultancy services for the transport industries, is pleased to announce that on 24 July 2009 ("Completion") it entered into an agreement pursuant to which it acquired the entire issued share capital of Peeping Limited ("Peeping"), a company which provides research based services to train operating companies.

ACQUISITION HIGHLIGHTS

• Peeping provides research based services to train operating companies including station footfall assessment and rail related surveys.
• Peeping generated revenue of £432,000 during the year ended April 2009 resulting in EBITDA of £153,000 (there were exceptional one-off costs of £35,700 relating to this transaction) and had net assets of £240,896 at 5 April 2009.
• The directors of Tracsis consider that Peeping has strong synergies with Tracsis and will strengthen the Company's market position.
• Initial consideration of up to £260,000 payable in cash and the issue of 172,744 ordinary shares of 0.4p each subject to an adjustment mechanism depending on the net assets of Peeping on completion.
• Subject to agreed financial targets, deferred consideration of up to £225,000 of which 70 per cent will be satisfied in cash and 30 per cent satisfied by the issue of new ordinary shares in Tracsis.

TRACSIS TRADING UPDATE

The directors of Tracsis ("Directors") are also pleased to provide the following trading update to shareholders prior to the Company's financial year end.

In spite of the recession at large the Company has continued to grow profitably in line with plan and has achieved all strategic and operational goals over the past 12 months, not least delivering substantial growth in both profits and revenue both organically and through acquisition. The Directors believe that the transport markets have been, and are likely to continue to be, under substantial pressure to find ever more innovative ways of increasing performance whilst at the same time reducing underlying inefficiency and costs. Given this environment, the Directors of Tracsis believe the Company remains ideally positioned to take advantage of this.

The integration of the recently acquired RWA Rail Limited business is now complete and this continues to provide Tracsis with a platform for the diversification of services. The Directors are confident that the full year results of the combined businesses will demonstrate increased profitability in comparison to the 2008 results of each standalone entity.

The Directors believe that the acquisition of Peeping will further strengthen the Company's product offering to transport operators and the combination of existing performance modelling expertise combined with actual demand data should provide for a proportionally more valuable offering to the customer base. The Peeping transaction has been structured to minimise dilution to existing shareholders and the Directors believe will be significantly earnings enhancing.

John McArthur, Chief Executive Officer, Tracsis Plc, commented:

"As we near the end of our second financial year as an AIM listed company, I am very pleased to report continued profitability and growth at a time of immense financial and economic turmoil elsewhere. We expect to achieve all of our operational and financial goals which is remarkable given the backdrop of the recession at large. The UK transport industry is not immune to the effects of this recession but it is testament to our customers that they continue to find ways of enhancing service delivery whilst eliminating extraneous cost and inefficiency. The role of Tracsis, our products, and our services, are more relevant than ever and we hope to play an instrumental part in assisting our customers as they manage themselves through the downturn.

With regards to Peeping, this will be our second acquisition since we joined AIM in 2007. This business is an ideal acquisition for Tracsis given the strong trading history of profitability, the industry experience of the management team, the reputation of the company, and the generally homogenous client base. From speaking with the major train operating groups I know the industry welcomes this transaction, and we will look to capitalise on the opportunities which we believe are now available to the enlarged company."

27 July 2009

Enquiries

Tracsis plc John McArthur, Chief Executive Officer	+ 44 (0) 845 125 9162
Haggie Financial LLP Nicholas Nelson/Kathy Boate	+44 (0) 207 417 8989
Zeus Capital Limited Alex Clarkson / Bobby Fletcher	+44 (0) 161 831 1512

DETAILS OF THE ACQUISITION

Consideration

The initial consideration payable comprises a sum of up to £260,000 in cash and the issue of 172,744 ordinary shares of 0.4p each at a price of 52.1p per share. The cash amount payable is subject to the net assets for Peeping being at least £200,000 at completion and will be adjusted accordingly where this is not the case.

Application will be made for the admission of the 172,744 Ordinary Shares issued on completion of the acquisition to trading on AIM. Each of the selling shareholders will not (save in certain specific circumstances) dispose of any of the Consideration Shares for a period of 12 months following completion and thereafter for a further 12 months any disposal must be via the Company's broker in an orderly manner.

Deferred consideration of up to £225,000 is payable subject to the achievement of certain financial targets in the 12 month period following completion. Where these targets are not met the deferred consideration will be adjusted downwards. The deferred consideration will be satisfied 70 per cent. by way of cash and 30 per cent. by the issue of new ordinary shares in Tracsis Plc.

The cash consideration will be financed out of the Company's existing cash resources. At 31 January 2009, being the date of the unaudited interim results, the Company had cash and cash equivalents of £2.51 million.

INFORMATION ON PEEPING LIMITED

Peeping was established in 1997 to provide passenger and footfall research services. The primary customer base is UK rail operators. The Company also undertakes a number of projects for car park operators. The founding management have extensive experience in the rail industry having spent most of their careers with British Rail and the Transport Data Group. Post acquisition the founders will continue to provide services to Peeping on a part-time basis.

Peeping employs the services of approximately 80 staff spread throughout the UK. The majority of these workforce are former rail employees who have extensive knowledge of railways and their day to day operations.

The spectrum of work undertaken by Peeping is summarised as follows:

• Footfall station and platform utilisation counts
• Analysis of queues at key location (such as tickets, boarding, alighting)
• Anti fraud surveys
• General industry demand research
• Station car park surveys and utilisation
• Commuter coach counts

29/04/2009 - Half Yearly Report

Half Yearly Report

RNS Number : 3136R
Tracsis PLC
29 April 2009

TRACSIS PLC ("Tracsis" or "the Company")

Interim results for the six months ended 31 January 2009

Tracsis plc (AIM: TRCS), a provider of performance and planning optimisation software and consultancy services for the transport industries, today announces its interim results for the six months ended 31 January 2009.

Highlights:

A continued period of growth and profitability
         Turnover of £945,000 (2008: £271,000), with a contribution of £632K from
         RWA Rail
         Profit after tax of £172,000 (2008: £82,000)
         Cash reserves of £2.77M (2008: £2.27M)
         Strong balance sheet, no debt or bank borrowings

Acquisition (August 2008) and successful integration of RWA Rail Limited
         RWA is a provider of specialist consultancy services to the rail industry
         The transaction is significantly earnings enhancing to Tracsis
         Complementary to Tracsis' core offerings and opportunity for client cross-
         selling
New client win during the period - London Overground Rail Operations (LOROL). All existing clients retained.
Successful revenue generating pilot s carried out with new software offering 'TRACS Roster ' - this product automates and optimises base roster production and will be used to identify further efficiencies and performance improvements for transport operators
Extensive franchise bidding and client support activity including London South Central, Melbourne Rail concession and Stockholm Metro

John McArthur, Chief Executive Officer, commented:

"I am very pleased with our continued growth and profitability which builds on strong maiden results delivered last year. The Group continues to trade profitably month to month and has achieved modest growth during a period of considerable economic upheaval within the transportation markets. Increasing pressures on transport operators to deliver growth and reduce costs at a time of falling passenger numbers have made our products and consultancy services more relevant than ever and there remains good opportunity for growth in spite of the recession at large. Furthermore, the integration of RWA Rail has been a great success and the enlarged Group benefits from a broad range of services which allow us to take a more end-to-end approach within the performance and planning market. Given this success, the group is well placed to exploit other opportunities within the UK rail and bus sector and hope to announce further developments soon."

29th April 2009

Enquiries

Tracsis plc John McArthur, Chief Executive Officer	+ 44 (0) 845 125 9162
Haggie Financial LLP Nicholas Nelson/Kathy Boate	+44 (0) 207 417 8989
Zeus Capital Limited Alex Clarkson/Bobby Fletcher	+44 (0) 161 831 1512

Chairman's and Chief Executive Officer's Report

Business Summary
Following an excellent start to the year, the Company is pleased to report a period of continued growth in both turnover and profitability across both revenue streams: software lease licensing and high value consultancy work to the passenger transport industries.

Sales have remained resilient during the economic downturn and this is in part due to our products and services being highly relevant to transport companies (especially passenger train operating companies) wishing to reduce costs whilst at the same time maintaining a commitment of robust service delivery to the general public. The acquisition and integration of RWA Rail has further broadened the Group's service offering and these two factors, combined with a growing reputation with the UK and overseas, has led to strong commercial activity during the period. We are pleased to announce that London Overground Rail Operations (LOROL) have adopted our TrainTRACS scheduling software and we continue to work with them, and other rail operators such as Virgin Trains, National Express and Go-Ahead Group, on new product initiatives. Moving towards the summer, our sales pipeline remains high and we anticipate healthy trading through to year end.

In August 2008 Tracsis completed the acquisition of R WA Rail Limited ("RWA") and we are pleased to report successful business integration across both our Leeds and Loughborough offices and a positive response from the rail industry. The addition of RWA provides the business with a unique foothold in the performance planning , timetabling and rostering field . O ur enlarged team is now able to undertake larger, broader software and consultancy projects within the transport industry and provide a more end-to-end service offering to customers.

Financial Review
Tracsis has contracts in place with some of the largest transport operators throughout the UK and operates a revenue model which provides for a high percentage of recurring revenue and therefore visibility of earnings.

The Company continued to enjoy buoyan t trading during the period. The significant shift in turnover reflects the integration of RWA which contributed £ 632K to the overall figure, whilst the original Tracsis software licensing business demonstrated growth in sales of 15% over the period.

Income statement
A summary of the Group's results is set out below:

	Six months ended 31 January 2009 £'000	Six months ended 31 January 2008 £'000	Year ended 31 July 2008 £'000
Turnover	945	271	805
Operating profit	194	77	300
Profit for the period	172	82	299

Revenues are derived from the sale of software licences along with associated customer support and maintenance contracts and the provision of consultancy services to customers in the rail industry. Sales revenue is analysed further below.

	Six months ended 31 January 2009 £'000	Six months ended 31 January 2008 £'000	Year ended 31 July 2008 £'000
Software licences	148	144	489
Customer support and maintenance contracts	69	60	118
Consultancy and training revenue	728	67	198
Total revenue	945	271	805

Balance sheet

The Group continues to have a strong balance sheet following the additional placing of shares in August 2008 which raised £183,000 of additional funding for the Group. As in prior periods the Group has no external borrowings. Cash balances have increased in the period from £1,898,000 at 31 July 2008 to £2,505,000 at 31 January 2009 with the principal elements of the movement being:

	Six months ended 31 January 2009 £'000	Six months ended 31 January 2008 £'000	Year ended 31 July 2008 £'000
Net cash generated by operating activities	987	(81)	(491)
Net cash used in investing activities	(925)	18	90
Net cash generated from financing activities	183	1,616	1,584
Arising on acquisitions	362	-	-
Movement during the period	607	1,553	1,183

The Company continues to manage its operational expenditure prudently.

Outlook
We remain pleased with our continued growth and profitability which builds on strong maiden results delivered last year. The Group continues to trade profitably from month to month and has achieved modest growth during a period of considerable economic upheaval to the transportation markets. Increasing pressures on public transport operators to deliver growth and/or reduce costs at a time of falling passenger numbers have made our products and consultancy services more relevant than ever before and there remains good opportunity for growth in spite of the recession at large. The integration with RWA Rail Limited has been a great success and the Group now benefits from a broad range of services which allows us to fulfil a more end-to-end approach within the performance and planning market. Given this success, the group is well placed to exploit other opportunities within the UK rail and bus sector and hope to announce further developments soon.

RD Jones Chairman	JC McArthur Chief Executive Officer
28rd April 2009

Tracsis plc
Condensed consolidated interim income statement - unaudited
For the six months ended 31 January 2009

	Six months ended 31 January 2009 £'000	Six months ended 31 January 2008 Restated £'000	Year ended 31 July 2008 £'000
Revenue
Acquisitions	632	-	-
Continuing	313	271	805
Total revenue	945	271	805
Administrative expenses:	(751)	(194)	(505)
Operating profit
Acquisitions	164	-	-
Continuing	30	77	300
Total operating profit	194	77	300
Financial income	55	18	93
Profit before tax	249	95	393
Income tax charge	(77)	(13)	(94)
Profit for the period	172	82	299
Earnings per share
Basic	0.91p	1.22p	2.47p
Diluted	0.84p	1.13p	2.37p

Tracsis plc
Condensed consolidated interim balance sheet - unaudited
As at 31 January 2009

	At 31 January 2009 £'000	At 31 January 2008 Restated £'000	At 31 July 2008 £'000
Assets
Non-current assets
Property, plant and equipment	5	6	6
Intangible assets	1,177	-	-
Deferred tax	18	-	18
Total non-current assets	1,200	6	24
Current assets
Trade and other receivables	551	265	1,081
Cash and cash equivalents	2,505	2,268	1,898
Total current assets	3,056	2,533	2,979
Total assets	4,256	2,539	3,003
Liabilities
Non-current liabilities
Deferred tax	(2)	(5)	-
Current liabilities
Trade and other payables	(437)	(74)	(302)
Current tax	(261)	(100)	(109)
Total current liabilities	(698)	(174)	(411)
Total liabilities	(700)	(179)	(411)
Net assets	3,556	2,360	2,592
Capital and reserves attributable to equity holders of the company
Share capital	76	70	70
Share premium reserve	2,399	1,672	1,641
Share-based payments reserve	89	16	61
Retained profits	992	602	820
Total equity	3,556	2,360	2,592

Tracsis plc
Consolidated statement of changes in equity - unaudited
For the six months ended 31 January 2009

	Share Capital £'000	Share Premium £'000	Share Based Payments Reserve £'000	Retained Earnings £'000	Total £'000
Balance at 1 August 2007	-	17	5	624	646
Profit for the six month period ended 31 January 2008	-	-	-	82	82
Total recognised gains for the period	-	-	-	82	82
Share option charge in the period	-	-	16	-	16
Adjustment for options subsequently exercised	-	-	(5)	5	-
Shares issued in the period (net of expenses)	70	1,655	-	(49)	1,676
Equity dividend paid	-	-	-	(60)	(60)
Balance at 31 January 2008	70	1,672	16	602	2,360
Balance at 1 August 2007	-	17	5	624	646
Profit for the year ended 31 July 2008	-	-	-	299	299
Total recognised gains for the year	-	-	-	299	299
Share option charge in the year	-	-	61	-	61
Adjustment for options subsequently exercised	-	-	(5)	7	2
Shares issued in the period (net of expenses)	70	1,624	-	(50)	1,644
Equity dividend paid	-	-	-	(60)	(60)
Balance at 31 July 2008	70	1,641	61	820	2,592
Balance at 1 August 2008	70	1,641	61	820	2,592
Profit for the six month period ended 31 January 2009	-	-	-	172	172
Total recognised gains for the period	-	-	-	172	172
Share option charge in the period	-	-	28	-	28
Shares issued (net of expenses)	6	758	-	-	764
Balance at 31 January 2009	76	2,399	89	992	3,556

Tracsis plc
Condensed consolidated interim statement of cash flows - unaudited
for the six months ended 31 January 2009

	Six months ended 31 January 2009 £'000	Six months ended 31 January 2008 Restated £'000	Year ended 31 July 2008 £'000
Cash flows from operations
Profit for the period	172	82	299
Adjustments for:
Interest received	(55)	(18)	(93)
Income tax charge	77	13	94
Depreciation	2	2	5
Share option expense	28	16	61
Decrease/(increase) in trade and other receivables	1,139	(101)	(917)
(Decrease)/increase in trade and other payables	(308)	(75)	153
Net cash from operating activities	1,055	(81)	(398)
Income tax paid	(68)	-	(93)
Net cash flows used in operating activities	987	(81)	(491)
Cash flows used in investing activities
Interest received	55	18	93
Acquisition of subsidiary undertaking	(979)	-	-
Purchase of property, plant and equipment	(1)	-	(3)
Net cash flows used in investing activities	(925)	18	90
Cash flows from financing activities
Share issue (net of expenses)	183	1,676	1,644
Equity dividends paid	-	(60)	(60)
Net cash flows from financing activities	183	1,616	1,584
Net increase in cash and cash equivalents	245	1,553	1,183
Cash and cash equivalents at start of period	1,898	715	715
Arising on acquisitions	362	-	-
Cash and cash equivalents at end of period	2,505	2,268	1,898

Notes to the consolidated interim report
For the six months ended 31 January 2009

Basis of preparation
There financial statements are the unaudited condensed half-yearly consolidated financial statements (the "Half-Yearly Financial Statements") of Tracsis plc, a company incorporated in Great Britain and registered in England and Wales and its subsidiary (together, the "Group") for the six months ended 31 January 2009.

These Half-Yearly Financial Statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting' and should be read in conjunction with the annual audited financial statements for the year ended 31 July 2008, which have been prepared in accordance with International Financial Reporting Standards. These interim financial statements were approved by the board and authorised for issue on 28th April 2009.

The comparative figures for the full year ended 31 July 2008 are not the Group's full statutory accounts for that year. A copy of the Group's statutory accounts for that year has been delivered to the Registrar of Companies. The Auditors' Report on those accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 237(2) or 237(3) of the Companies Act 1985. These Half-Yearly Financial Statements have neither been audited nor reviewed pursuant to guidance issued by the Auditing Practices Board.

The comparative figures for the six months ended 31 January 2008 have been restated. Previously £63,000 of costs relating to the flotation of the company on AIM was charged to the income statement in the published 2008 interim report. At 31 July 2008 these costs were reclassified as deductions from the share premium reserve and therefore the figures to 31 January 2008 have been restated to ensure consistency of accounting treatment between each period.

Accounting Policies
The accounting policies applied by the Group in these Half-Yearly Financial Statements are the same as those applied by the Group in its audited financial statements for the year ended 31 July 2008 and which will form the basis of the 2009 Annual Report.

The preparation of the Half-Yearly Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, such as expectations of future events and are believed to be reasonable under the circumstances. Actual results may differ from these estimates. In preparing these Half-Yearly Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended 31 July 2008.

Basis of consolidation
Where the company has the power, either directly or indirectly to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the result of the company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained.

Business segments


Primary format - business segment
In the opinion of the directors, the business operates as one business segment being the sale of software and consultancy services to the transportation industries - predominantly passenger rail and bus - that assist with the function of operational planning and performance .

Secondary format - geographic segment
The Group operates in the United Kingdom and thus has only one geographic segment.

Earnings per share

The calculation of earnings per share is based upon the profit after tax divided by the weighted average number of shares in issue during the period.

	Profit after tax £'000	Weighted average number of shares	EPS (pence)
Basic earnings per share
6 months ended 31 January 2009	172	18,945,418	0.91p
6 months ended 31 January 2008	82	6,718,314	1.22p
12 months ended 31 July 2008	299	12,081,414	2.47p
Diluted earnings per share
6 months ended 31 January 2009	172	20,375,522	0.84p
6 months ended 31 January 2008	82	7,243,418	1.13p
12 months ended 31 July 2008	299	12,606,516	2.37p

At 31 January 2009, there were 1,430,104 share options granted but not yet exercised.

Related party transactions
The following transactions took place during the year with other related parties: -

	Purchase of goods and services			Amounts owed to related parties
Group	H12009	H12008	FY2008	H12009	H12008	FY2008
	£000	£000	£000	£000	£000	£000
The University of Leeds1	-	5	10	-	-	3
Atraxa Consulting Limited2	13	7	38	5	1	8
Techtran Group Limited3	3	3	6	-	-	-
Leeds Innovation Centre Limited4	17	11	27	-	2

1 - The University of Leeds is a significant shareholder and supplies staff on secondment to the company.
2 - Atraxa Consulting Limited provides accountancy services to the Group. One of the Company's directors, Darren Bamforth, is a director and shareholder of Atraxa Consulting Limited. Fees charged in the year ended 31 July 2008 included one-off fees of £19,350 relating to work undertaken in respect of the company's AIM admission.
3 - Techtran Group Limited is a significant shareholder in the company and supplies staff on secondment and office services to the company.
4 - Leeds Innovation Centre Limited is a company which is connected to the University of Leeds . Tracsis plc rents its office accommodation, along with related office services, from this company.

Acquisition of subsidiary undertaking
During the period Tracsis plc acquired the entire issued ordinary share capital of RWA Rail Limited. The Group has adopted the principles of acquisition accounting. The assets and liabilities arising from the acquisition are as follows:

	Provisional Fair value £000
Trade and other receivables	605
Cash at bank	362
Trade and other payables	(154)
Income tax payable	(139)
Deferred tax provision	(2)
Net assets acquired	672
Purchase consideration
Cash	796
Shares	580
Deferred consideration	290
Expenses of acquisition	183
	1,849
Provisional goodwill	1,177
Cash outflow on acquisition	617

Statement of Directors' Responsibilities

The Directors confirm to the best of their knowledge that:

i) The Half-Yearly Financial Statements have been prepared in accordance with IAS 34 as adopted by the European Union; and

ii) The interim management report includes a fair review of the information required by the FSA's Disclosure and Transparency Rules (4.2.7 R and 4.2.8 R).

Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

The Directors of Tracsis plc and their functions are listed below.

By order of the Board

RD Jones

Chairman

JC McArthur

Chief Executive Officer


29th April 2009

Further information for Shareholders

Company number:	05019106
Registered office:	Leeds Innovation Centre 103 Clarendon Road Leeds LS2 9DF
Directors:	Rodney Jones (Chairman) John McArthur (Chief Executive Officer) Robert Watson (Chief Operating Officer) Dr Raymond Kwan (Chief Technical Officer) Darren Bamforth (Group Finance Director) John Nelson (Non-Executive Director) Charles Winward (Non-Executive Director)
Company Secretary:	Darren Bamforth

This information is provided by RNS
The company news service from the London Stock Exchange

28/01/2009 - Result of AGM and Grant of Share Options

Result of AGM and Grant of Share Options

RNS Number : 3927M
Tracsis PLC
28 January 2009

Tracsis plc

Result of AGM and Grant of Share Options

Tracsis plc, (the "Company") (AIM: TRCS), a provider of labour resource optimisation software for the transport sector is pleased to announce that, at the Annual General Meeting of the Company held today, all resolutions were duly passed.

Furthermore, on 28 January 2009 (the "Grant Date") John McArthur (Chief Executive Officer), Robert Watson, (Chief Operations Officer) and various employees, were awarded options over ordinary shares of 0.4 pence each ("Options") at an exercise price of 52 pence per share exercisable as to the following amounts after the following periods of time after the Grant Date.

Period after the Grant Date	Cumulative Percentage of Options exercisable
6 Months 12 Months 18 Months 24 Months 30 Months 36 Months	10% 25% 40% 55% 75% 100%

The Options were awarded as part of the Company's Enterprise Management Incentive Scheme as detailed in the Company's admission document which is available on the Company's website.

John McArthur has been granted 140,000 Options under this arrangement.

Robert Watson has been granted 130,000 Options under this arrangement.

Various employees of the Company have been granted 635,000 Options under this arrangement.

There are no further details required under Schedule Five of the AIM Rules for Companies.

28 January 2009

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Haggie Financial LLP Nicholas Nelson Kathy Boate	020 7417 8989
Zeus Capital Alex Clarkson Bobby Fletcher	0161 831 1512

This information is provided by RNS
The company news service from the London Stock Exchange

06/01/2009 - Notice of AGM

Notice of AGM

RNS Number : 1652L
Tracsis PLC
06 January 2009

Tracsis plc

Notice of Annual General Meeting - Change of Date

Tracsis plc, (the "Company") (AIM: TRCS), a provider of labour resource optimisation software for the transport sector, announces that the Company's Annual General Meeting ("AGM") will now be held at 2pm on 28 January 2009 at the Company's registered office. This announcement replaces the previous notice of AGM released on 29 December 2008.

Pursuant to Rule 20 of the AIM Rules for Companies; the notice of the AGM along with the Company's annual report and accounts have been posted to shareholders and has also been made available on the Company's website; www.tracsis.com.

6 January 2009

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Nexus Financial Nicholas Nelson Kathy Boate	020 7451 7068
Zeus Capital Alex Clarkson Bobby Fletcher	0161 831 1512

This information is provided by RNS
The company news service from the London Stock Exchange

29/12/2008 - Notice of AGM

Notice of AGM

RNS Number : 8421K
Tracsis PLC
29 December 2008

Tracsis plc

Notice of Annual General Meeting

Tracsis plc, (the "Company") (AIM: TRCS), a provider of labour resource optimisation software for the transport sector, announces that the Company's Annual General Meeting ("AGM") will be held at 2pm on 27 January 2009 at the Company's registered office.

29 December 2008

Enquiries:

Tracsis plc John McArthur	0845 125 9162
Nexus Financial Nicholas Nelson Kathy Boate	020 7451 7068
Zeus Capital Alex Clarkson Bobby Fletcher	0161 831 1512

This information is provided by RNS
The company news service from the London Stock Exchange

05/12/2008 - Final Results

Final Results

TRACSIS PLC

("Tracsis" or "the Company")

Maiden Preliminary Results following year of continued growth and profitability

Tracsis Plc (AIM: TRCS) the specialist provider of labour optimisation software and consultancy services to the transport industry, announces preliminary results for the year ended 31 July 2008.

Key Points:

* Trading profitably in line with expectations:

   * Revenue up 8% to £805,000 (2007: £742,000).

   * Profit before tax of £393,000 (2007: £422,000) after charging £61,000 (2007: £6,000) in respect of the fair value of stock options.

   * Contracts signed or in negotiation for revenue of over £1.5 million for the year ending 31 July 2009.

* Placing and admission to AIM on 27 November 2007 raising £1.7 million (net of expenses).

* Strong and growing balance sheet. At year end:

   * Net assets of £2.59 million (2007: £646,000).

   * Cash balances of £1.9 million (2007: £715,000).

   * The Company is debt free.

* Significant client wins in the year including Virgin West Trains, Arriva Cross Country and Southeastern Railway.

* Since the year end the Company has completed a further placing and the acquisition of profitable rail consultancy RWA Rail Limited on 5 August 2008. Tracsis and RWA Rail operate within the same sector and have a similar customer profile; the enlarged group will benefit from cross-selling opportunities and an enhanced business delivery capability.

* Favourable market drivers suggest continued growth for the future, most notably a rise in UK passenger rail journeys and derived revenue.

John McArthur, Chief Executive Officer, commented:

"Following our introduction to AIM in November 2007 the Company delivered another year of profitable growth whilst at the same time establishing itself as a public company and completing the acquisition of RWA Rail Limited, which has significantly enhanced the service capability and growth potential of the Group. We continue to maintain a tight grip on costs and a prudent approach to investment and financial exposure to ensure we retain our profitability. Our balance sheet remains strong with healthy cash reserves and no debt.

"Looking ahead, Tracsis is uniquely positioned to work with transport operators to deliver software and consultancy services which provide tangible financial and operational benefits. In tough economic conditions, passenger transport markets continue to grow and we believe this trend will continue throughout 2009 as bus and rail become increasingly attractive modes of transport. The year ahead presents us with the opportunity to extend our customer base and continue working with clients on a number of new product initiatives. We will evaluate further strategic acquisitions where suitable and anticipate good trading in the period ahead."

5 December 2008

Enquiries:

Tracsis plc John McArthur, Chief Executive Officer	0845 125 9162
Haggie Financial LLP Nicholas Nelson/Kathy Boate	0207 417 8989 nicholas.nelson@haggie.co.uk
Zeus Capital Bobby Fletcher/Alex Clarkson	Tel: 0161 831 1512

Tracsis Plc

Chairman and Chief Executive Officer's Statement

Introduction

We are pleased to report on a year of continued growth, development of the business and a financially healthy company, making inroads into the transport market.

These results cover a period of corporate activity which included the initial placing and admission to AIM (completed November 2007), followed by the Company's first acquisition of RWA Rail Limited (completed 5 August 2008), more details of which are set out below.

Business Description

Tracsis Plc is a provider of resource optimisation software and consultancy services to companies in the passenger transport industries (primarily passenger bus and rail). The Company's core product suite is used to automate and optimise the process by which labour schedules are created and allows for this activity to be done with greater speed and with a higher degree of efficiency than existing methods.

The Company has contracts in place with some of the largest transport operators throughout the UK and operates a revenue model that provides a high percentage of recurring revenue. The Company's goal is to become a leading provider of operational planning software and consultancy services to global transport markets.

Financial Summary

Following our admission to AIM a year ago, we are pleased to report maiden results showing that trading has been profitable and in line with expectations. Revenue for the year increased 8% to £805,000 (2007: £742,000).

Profit before tax for the year amounted to £393,000 (2007: 422,000) which is stated after charging £61,000 (2007: £6,000) in respect of a fair value charge for stock options.

The Company has a stronger balance sheet, with net assets of £2,592,000 as at 31 July 2008 (2007: £646,000). The Company has cash and cash equivalents totalling £1,898,000, a substantial increase from the balance of £715,000 at 31 July 2007. Furthermore, the Company has no bank debt or long term liabilities.

Our new client wins this year include some of the largest and most complex rail operators in the UK and were testament to our continued investment in client support and product innovation which is rapidly securing our position as the leading provider of resource optimisation software. Looking forwards, we have good visibility of over £1.5 million revenue for the year ending 31 July 2009 with a significant portion of this already secured under contract.

Trading Progress

During the year the Company has made good trading progress, with growth into the core transport markets.

At the interim stage, we reported that a number of key milestones had been achieved. Notable amongst these was the securing of contracts with a further three passenger train operating companies (TOCs): West Coast Trains (Virgin Rail Group), Cross Country (Arriva) and Southeastern Railway (Govia).

This was accomplished partly through the strengthened sales and marketing channels, which have been significantly expanded since January. We plan to increase our range of products and, in collaboration with one of our existing customers, are nearing the completion of a new intelligent rostering suite.

This will be a compatible downstream solution that interfaces with our core scheduling product and should lead to new revenues from both new and existing customers.

Overall, due to underlying growth in public transport markets, the Company has remained largely insulated from the general economic downturn. The Directors believe that, although cautious in terms of investment and expenditure, our clients continue to look for innovative solutions to provide a more effective delivery of passenger services whilst managing overhead cost.

Moreover, recent trading reports from the major publicly quoted rail and bus companies paint a picture of growth. Expectations are of this continuing in the face of changing socio-economic pressures in Britain, which favour a shift towards public transport (especially passenger rail).

There was a 7.1% increase in rail passenger journeys through 2007-2008 compared to the same period over 2006-2007, now totalling 1.2 billion per annum. As commuters make the change to rail travel there has been a 10.8% increase in revenue generated by rail passengers over the last year, with fares alone accounting for some £5.6 billion.

Any rise in passenger demand should in turn drive additional rail services and the supporting infrastructure in back office planning capabilities such as those provided by Tracsis.

RWA Rail acquisition

On 18 July 2008, the Company announced the acquisition of RWA Rail Limited ("RWA") for an initial cash consideration of £580,000 and the issue of 1,084,113 new Ordinary Shares. RWA is a provider of consultancy services to the rail sector, focusing on operational and strategic planning. Accordingly this will enable the enlarged group to provide a wider range of services to a more diverse client base.

As Tracsis and RWA operate within the same sector and have a similar customer profile, the enlarged group will benefit from cross-selling opportunities and an enhanced business delivery capability. RWA generated revenue of £1,019,000 in the year ended 31 March 2008 resulting in EBIT of £293,000.

We welcome Robert Watson, the founder and Managing Director of RWA to the Board in his new capacity as Chief Operating Officer of Tracsis. Robert brings with him valuable experience and knowledge of UK and international rail markets and his addition is a huge benefit to the enlarged group.

Staff

The above acquisition brings the complement of employees to 25 split across our Leeds and Loughborough locations. The Board would like to thank management and staff for their commitment and hard work during a year of rapid evolution for the Company.

Outlook

Tracsis remains uniquely positioned to continue growing organically and via opportunistic acquisitions. The Company has developed good relationships with major transport operators within a market that continues to grow, and can be reactive to future growth opportunities due to a strong financial position. We believe the year ahead presents good potential to extend our customer base and we anticipate a favourable trading period ahead.

Rod Jones Chairman

John McArthur Chief Executive Officer

Tracsis Plc
Income statement for the year ended 31 July 2008

	2008 £000	2007 £000
Revenue	805	742
Administrative expenses	(505)	(335)
Operating profit	300	407
Finance income	93	15
Profit before tax	393	422
Taxation	(94)	(92)
Profit for the year	299	330
Earnings per share
Basic (pence per share)	2.47	15,870.61
Diluted (pence per share)	2.37	15,136.33

All of the above activities are continuing.

Tracsis Plc
Balance sheet at 31 July 2008

	2008 £000	2008 £000	2007 £000	2007 £000
Assets
Non-current assets
Plant and equipment	6		8
Deferred tax	18		-
Total non-current assets		24		8
Current assets
Trade and other receivables	1,081		164
Cash and cash equivalents	1,898		715
Total current assets	2,979		879
Total assets		3,003		887
Liabilities
Non-current liabilities
Deferred tax	-		2
Total non-current liabilities		-		2
Current liabilities
Trade and other payables	302		149
Current tax liabilities	109		90
Total current liabilities		411		239
Total liabilities		411		241
TOTAL NET ASSETS		2,592		646
Capital and reserves attributable to equity holders of the company
Share capital		70		-
Share premium reserve		1,641		17
Share based payments reserve		61		5
Retained earnings		820		624
TOTAL EQUITY		2,592		646

Tracsis Plc
Statement of changes in equity for the year ended 31 July 2008

	Share Share-based
	Share Capital £000	Premium Reserve £000	Payments Reserve £000	Retained Earnings £000	Total £000
Balance at 31 July 2006	-	-	-	353	353
Changes in equity for 2007
Profit for the year	-	-	-	330	330
Total recognised income and expense for the year	-	-	-	330	330
Share option charge	-	-	6	-	6
Adjustment for options subsequently exercised	-	-	(1)	1	-
Issue of share capital	-	17	-	-	17
Dividends paid	-	-	-	(60)	(60)
Balance at 31 July 2007	-	17	5	624	646
Changes in equity for 2008
Profit for the year	-	-	-	299	299
Total recognised income and expense for the year	-	-	-	299	299
Share option charge	-	-	61	-	61
Adjustment for options subsequently exercised	-	-	(5)	7	2
Issue of share capital	70	1,624	-	(50)	1,644
Dividends paid	-	-	-	(60)	(60)
Balance at 31 July 2008	70	1,641	61	820	2,592

Tracsis Plc
Cash flow statement for the year ended 31 July 2008

	2008 £000	2007 £000
Cash flows from operating activities
Profit before tax	393	422
Finance income	(93)	(15)
Depreciation	5	3
Share based payments	61	6
Operating cash flows before movements in working capital	366	416
(Increase)/decrease in trade and other receivables	(917)	143
Increase/(decrease) in trade and other payables	153	(11)
Cash (used in)/generated by operations	(398)	548
Tax paid	(93)	(46)
Net cash (used in)/generated from operating activities	(491)	502
Cash flows from investing activities
Purchases of property, plant and equipment	(3)	(4)
Finance income received	93	15
Net cash generated from investing activities	90	11
Cash flows from financing activities
Issue of share capital (net of expenses)	1,644	3
Dividends paid to equity shareholders	(60)	(60)
Net cash generated from financing activities	1,584	(57)
Net increase in cash and cash equivalents	1,183	456
Cash and cash equivalents at start of year	715	259
Cash and cash equivalents at end of year	1,898	715

Tracsis Plc

Notes to the preliminary announcement

1. (a) Basis of preparation

This is the first time the Company has prepared its financial statements in accordance with IFRSs, having previously prepared its financial statements in accordance with UK GAAP accounting standards. Details of how the transition from UK accounting standards to EU adopted IFRS has affected the Company's reported financial position, financial performance and cash flows are given in note 1. (c) below.

The financial information on the Company set out above does not constitute `statutory accounts' within the meaning of section 240 of the Companies Act 1985.

This preliminary report was approved by the Board of Directors on 4 December 2008. The statutory accounts for the year ended 31 July 2008 have not been filed with the Registrar of Companies, but will be delivered to the Registrar of Companies following the Company's Annual General Meeting and will also be available on the Company's website at www.tracsis.com.

The financial information for the year ended 31 July 2008 has been extracted from the Company's audited statutory accounts upon which the auditors issued an unqualified opinion. The report did not contain a statement under section 237 (2) or (3) of the Companies Act 1985 and did not include reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report.

The figures for the year ended 31 July 2007 have been extracted from the statutory accounts which have been filed with the Registrar of Companies. The auditors' report for the 2007 accounts was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985.

1. (b) Changes in Accounting Policies - First time adoption

In preparing the financial statements, the Company has elected to apply the following transitional arrangements permitted by IFRS 1 `First-time Adoption of International Financial Reporting Standards':

* IFRS 2 `Share-based payments' has been applied to employee options granted

after 7 November 2002 that had not vested by 1 January 2006.

The Company has made estimates under IFRSs at the date of transition, which are consistent with those estimates made for the same date under UK GAAP unless there is objective evidence that those estimates were in error, i.e. the Company has not reflected any new information in its opening IFRS balance sheet, but reflected that new information in its income statement for subsequent periods.

1. (c) Explanation of transition to IFRS

The Company's financial statements for the year ended 31 July 2008 are the first financial statements that comply with International Financial Reporting Standards (IFRS). The financial statements prior to and including 31 July 2007 had been prepared in accordance with Generally Accepted Accounting Principles in the United Kingdom (UK GAAP).

As required by IFRS 1, the impact of the transition from UK GAAP to IFRS is explained below. The accounting policies set out above have been applied consistently to all periods presented in this financial information and in preparing an opening IFRS balance sheet at 1 August 2006 for the purposes of transition to IFRS.

Presentational adjustments:

IAS 1 - Presentation of Financial Statements. The form and presentation in the UK GAAP financial statements has been changed to be in compliance with IAS 1. There is no impact on the balance sheet at date of transition or at 31 July 2008 nor on the profit for the year ended 31 July 2007.

Adjustments to reported loss and net assets:

There are no adjustments arising from the transition to IFRS and therefore there is no impact on the reported Income Statement for the Company for the year ended 31 July 2007, nor on the Balance Sheet for the Company at 31 July 2007 and 31 July 2006. Consequently, no reconciliation between IFRS and UK GAAP has been provided.

IAS 7 - Cash Flow Statements. The IFRS Cash Flow Statement, prepared under IAS 7, presents cash flows in three categories: cash flows from operating activities, cash flows from investing activities and cash flows from financing activities. Other than the reclassification of cash flow into the new disclosure categories, there are no significant differences between the Company's Cash Flow Statement under UK GAAP and IFRS. Consequently, no cash flow reconciliations are provided. Purchases of tangible fixed assets under UK GAAP have been reclassified to purchases of property, plant and equipment under IFRS.

2. Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all dilutive potential ordinary shares.

The Company has one class of dilutive potentially ordinary shares: those share options granted to employees where the exercise price is less than the average market price of the company's ordinary shares during the year.

	Profit for the period £000	Weighted average number of shares	Earnings per share (pence)
Basic earnings per share
Year ended 31 July 2008	299	12,081,414	2.47
Year ended 31 July 2007	330	2,082	15,870.61
Diluted earnings per share
Year ended 31 July 2008	299	12,606,516	2.37
Year ended 31 July 2007	330	2,183	15,136.33

The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:

	2008	2007
Weighted average number of ordinary shares used in the calculation of basic earnings per share	12,081,414	2,082
Shares deemed to be issued in respect of employee share options	525,102	101
Weighted average number of ordinary shares used in the calculation of diluted earnings per share	12,606,516	2,183

3. Events after the balance sheet date

On 5 August 2008, the Company acquired the entire issued share capital of RWA Rail Limited. The acquisition price comprised initial consideration of the issue of 1,084,113 new ordinary shares at 53.5p per share and cash consideration of £580,000. Deferred consideration of up to £145,000 in cash and up to 271,029 new ordinary shares is payable subject to satisfaction of certain performance criteria following the acquisition. The fair value of the shares to be issued was based upon the market price of shares in Tracsis plc.

The following table shows the amounts to be recognised at the acquisition date for assets and liabilities acquired.

	£'000
Debtors	597
Cash at bank	362
Creditors due within one year	(291)
Provisions for liabilities and charges	(2)
Fair value of net assets acquired	666

The carrying value of the assets and liabilities immediately before acquisition equates to the fair values above.

In addition on 5 August 2008 the Company issued 373,832 new ordinary shares of 0.4p each pursuant to a placing of shares to raise additional working capital for the Company. The shares were issued at a price of 53.5p per share for total cash consideration of £200,000.

4. Publication of Annual Report and Accounts

In accordance with AIM Rule 20, Tracsis plc confirms that its Annual Report and Accounts for the year ended 31 July 2008 will shortly be sent to all shareholders and will then be available for download from the Company's website at www.tracsis.com.

04/08/2008 - Result of GM

Result of GM

RNS Number : 5777
Tracsis PLC
04 August 2008

Tracsis plc ("Tracsis" or "the Company")
4 August 2008

Result of General Meeting

Tracsis is pleased to announce that, at the General Meeting of the Company held today, all resolutions were duly passed.

For further information please contact:-

John McArthur, Chief Executive, Tracsis plc    0845 125 9162
Alex Clarkson / Bobby Fletcher, Zeus Capital    0161 831 1512

This information is provided by RNS
The company news service from the London Stock Exchange

21/07/2008 - Schedule 1 - Tracsis plc

Schedule 1 - Tracsis plc

RNS Number : 5160Z
AIM
21 July 2008

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME: Tracsis plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Leeds Innovation Centre
103 Clarendon Road
Leeds
West Yorkshire
LS2 9DF

COUNTRY OF INCORPORATION: England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.tracsis.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: Tracsis has resource optimisation software that assists with automating and optimising the process of labour scheduling for passenger bus and rail services in the transport industry.

The Tracsis software has the ability to reduce the number of labour resources required to service a given transport network, improve the planning accuracy, and reduce the overall timescales involved in these activities by automating a process which is highly labour intensive.

Tracsis has contracts in place with major operators within the bus and rail industries. In addition to the core software, Tracsis also provides maintenance, training, and consultancy services to its customers.

The main country of operation is England.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):18,961,395 Ordinary Shares of 0.4p each

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: £200,000 to be raised upon admission by way of a placing.
Anticipated market capitalisation upon admission - £10,144,346

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 78.26%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors
John Cameron McArthur - Chief Executive Officer
Raymond Kwan - Chief Technical Officer
Jay Darren Bamforth - Chief Financial Officer
Charles Stephen Winward - Non-executive Director
John Graeme Nelson - Non-executive Director
Rodney Desmond Jones -Non-executive Director

Proposed Directors
Robert Peter Watson - Chief Operating Officer

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission

Techtran Group Limited - 20.88%
University Of Leeds - 19.37%
Dr Raymond Kwan - 15.14%
John McArthur - 5.34%
IP2IPO Nominees - 5.29%

After Admission

Techtran Group Limited - 19.28%
University Of Leeds - 17.88%
Dr Raymond Kwan - 13.97%
Robert Watson - 5.72%
John McArthur - 4.93%
IP2IPO Nominees - 4.89%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: None

ANTICIPATED ACCOUNTING REFERENCE DATE
DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
31 July
31 January 2008
31 January 2009 (Annual accounts), 30 April 2009 (Interim), 31 January 2010 (Annual Accounts)

EXPECTED ADMISSION DATE: 5 August 2008

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester
M3 5FT

NAME AND ADDRESS OF BROKER:

Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester
M3 5FT

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission document will be available from the following address and will contain full details about the applicant and the admission of its securities;
Leeds Innovation Centre
103 Clarendon Road
Leeds
West Yorkshire
LS2 9DF

DATE OF NOTIFICATION: 21 July 2008

NEW/ UPDATE: New

This information is provided by RNS
The company news service from the London Stock Exchange

18/07/2008 - Acquisition

Acquisition

RNS Number : 3541Z
Tracsis PLC
18 July 2008

Embargo for release 7.00 am 18 July 2008

TRACSIS PLC

Proposed acquisition of RWA Rail Limited

Proposed placing of 373,832 new Ordinary Shares at 53.5p per share

Re-admission of the Existing Ordinary Shares and admission of the Consideration Shares and the Placing Shares to trading on AIM

Notice of General Meeting

Tracsis plc ("Tracsis" or the "Company"), the provider of labour resource optimisation software for the transport sector, is pleased to announce that it has entered into an agreement to acquire the entire issued share capital of RWA Rail Limited ("RWA" or "RWA Rail"). RWA is a provider of consultancy services to the rail sector, focusing on operational and strategic planning and will enable the group to provide a wider range of projects to a more diverse client base in the rail sector.

The Company is also pleased to announce a placing to raise £200,000 by the issue of 373,832 new Ordinary Shares at 53.5p per share to satisfy institutional demand. The net proceeds of the Placing, being £194,000, will further increase the cash resources available to the Enlarged Group for working capital and possibly further acquisitions.

The Acquisition and Placing are conditional upon the approval of Shareholders at the GM.

ACQUISITION HIGHLIGHTS:

RWA is a specialist provider of consultancy services to the rail sector focusing on operational and strategic planning.
Robert Watson, founder and Managing Director of RWA Rail, will join the board of Tracsis as Chief Operating Officer.
RWA generated revenue of £1,019,000 in the year ended 31 March 2008 resulting in EBIT of £293,000.
RWA will strengthen the Enlarged Group's position within the rail sector.
An initial cash consideration of £580,000 and the issue of 1,084,113 new Ordinary Shares, subject to an adjustment mechanism depending on the net assets of RWA on Completion.
Deferred consideration of up to £145,000 in cash and up to 271,029 Deferred Consideration Shares may be payable, subject to satisfaction of certain performance criteria following the Acquisition. In view of the size of the Acquisition, in relation to the Company, the Acquisition constitutes a reverse acquisition under the AIM Rules.
It is expected that dealings in the shares of the Enlarged Group will become effective on 5 August 2008.

TRADING UPDATE

The board is also pleased to announce today that given the visibility of revenue under contract, the Board believes that revenue for the year to 31 July 2008 will be approximately £800,000 for the existing Tracsis business.

John McArthur, Tracsis CEO, Commented:

"Tracsis and RWA operate within the same sector and have a similar customer profile. Our vision remains as before: to become a leading provider of operational planning software and consultancy services within the rail market, with the ultimate aim of providing these services to global transport markets. Today's announcement is a step towards this vision. I welcome Robert to the Board of Tracsis and look forward to working with him and his team."

Robert Watson, Commented;

"Tracsis has what I believe to be unique resource optimising software; the Enlarged Group will be better able to exploit the capabilities of this software, as well as developing further the strategic and operational planning business of RWA Rail."

Enquiries:

Tracsis plc     0845 125 9162
John McArthur

Haggie Financial     020 7417 8989
Nicholas Nelson
Kathy Boate

Zeus Capital     0161 831 1512
Alex Clarkson
Ross Andrews
Bobby Fletcher

INTRODUCTION

The Company announces that it has entered into an agreement to acquire the entire issued share capital of RWA Rail Limited for an initial cash consideration of £580,000 and the issue of the Consideration Shares, subject to adjustment depending on the net assets of RWA on Completion. In addition, deferred consideration of up to £145,000 in cash and up to 271,029 Deferred Consideration Shares may be payable, subject to the satisfaction of certain performance criteria following the Acquisition.

The Company also announces a placing to raise £200,000 by means of the issue of the Placing Shares at the Placing Price in order to satisfy institutional demand. Further details of the Placing are set out in this announcement and the Admission Document.

In view of the size of the Acquisition, in relation to the Company, the Acquisition constitutes a reverse takeover under the AIM Rules and, as such, is conditional upon the re-admission of the Existing Ordinary Shares and admission of the Consideration Shares to trading on AIM and the publication of an admission document. In addition, the Acquisition also requires the approval of Shareholders. Accordingly, a General Meeting is being convened on 4 August 2008 at which Shareholders will be asked to approve the Acquisition. If the resolution is approved by Shareholders, it is expected that Admission will take place, and that dealings on AIM will commence, on 5 August 2008. The Placing is conditional upon completion of the Acquisition.

Provided that the resolution is approved, the approval of Shareholders is not required to issue the Consideration Shares or the Placing Shares as the Company already has sufficient shareholder authorities in place to issue such shares. However, in order to give the company flexibility going forward shareholders will also be asked to grant the Directors authority to allot Ordinary Shares up to an aggregate nominal value of £25,282 being equivalent to one third of the Enlarged Issued Share Capital and to disapply statutory pre-emption rights in relation to 15 per cent. of the Enlarged Issued Share Capital.

The admission document in relation to the proposed Acquisition, Placing, Admission and General Meeting (the "Admission Document") has been posted to shareholders today and is available on the Company's website www.tracsis.com.

BACKGROUND TO AND REASONS FOR THE ACQUISITION

Tracsis was incorporated in January 2004 to commercialise resource optimisation software that assists with automating the process of labour scheduling for passenger rail and bus companies in the transport sector.

In November 2007, the Company's Ordinary Shares were admitted to trading on AIM and £2 million, before expenses, was raised by way of a placing of new Ordinary Shares.

RWA provides consultancy services to the rail sector, focussing on operational and strategic planning. It is engaged in timetable, resource planning and performance modelling assignments for customers operating within the rail industry.

The Board believes that the acquisition of RWA Rail is likely to result in the following synergies and growth opportunities within the Enlarged Group:

the addition of new services to those currently offered by Tracsis;
the provision of additional labour resource and the appointment of Robert Watson to the Board of the Company;
an increase in the client base; and
the strengthening of the Enlarged Group's market position within the rail sector.

TERMS OF THE ACQUISITION

The Company has conditionally agreed to acquire the entire issued share capital of RWA Rail from its sole shareholder, Robert Watson.

The initial consideration payable comprises cash consideration of £580,000 and the Consideration Shares at the Consideration Share Price. The cash amount payable will be adjusted on a pound for pound basis if the Net Asset Value at Completion exceeds or falls below £450,000, subject to a cap to the adjustment of £350,000 if the Net Asset Value is above £450,000. The full adjustment may be payable, due to a period of strong trading by RWA Rail since its 31 March 2008 year end.

Deferred consideration of up to £290,000 is payable subject to; (a) RWA achieving EBITDA of not less than £280,000 for the 12 month period following Completion; or (b) the Enlarged Group achieving EBITDA of not less than £700,000 for the year ended 31 July 2009. If either of these conditions are not met, and RWA achieves EBITDA of less than £100,000, the deferred consideration will be nil. If RWA achieves EBITDA of between £100,001 and £279,999, the deferred consideration will be equal to £16.11 for every £10.00 of EBITDA in excess of £100,000 for the 12 month period following Completion.

The Deferred Consideration will be satisfied as to 50 per cent. in cash and 50 per cent. by the issue of the Deferred Consideration Shares at the Consideration Share Price.

The cash will be financed out of the Company's existing cash resources. At 31 January 2008, being the date of the unaudited interim results, the Company had cash and cash equivalents of £2.268 million.

THE PLACING

The Company proposes to raise approximately £200,000, before expenses, by the allotment and issue of 373,832 new Ordinary Shares at the Placing Price pursuant to the Placing. The Placing Shares will represent approximately 1.97 per cent. of the Enlarged Issued Share Capital of the Company immediately following Admission.

Pursuant to the Placing Agreement, Zeus Capital has conditionally agreed to place, with institutional investors, the Placing Shares at the Placing Price to satisfy demand for Ordinary Shares. The net proceeds of the Placing being, £194,000, will further increase the cash resources available to the Enlarged Group for working capital and possibly, further acquisitions.

The obligations of Zeus Capital under the Placing Agreement are conditional, inter alia, on:

the Placing Agreement becoming or being declared unconditional in all respects and not being terminated in accordance with its terms before 8.00 a.m. on 5 August 2008 (or such later time and/or date, being not later than 8.00 a.m. on 12 August 2008, as Zeus Capital may agree); and Admission.

Application will be made to the London Stock Exchange for the re-admission of the Existing Ordinary Shares and the admission of the Placing Shares and the Consideration Shares to trading on AIM. It is expected that Admission will become effective, and dealings in the Enlarged Issued Share Capital will commence, on 5 August 2008.

INFORMATION ON TRACSIS

Background

Tracsis owns resource optimisation software that assists with automating and optimising the process of labour scheduling for passenger rail and bus services in the transport industry, and has contracts in place with major operators within the rail and bus industries.

Tracsis was incorporated in January 2004 to commercialise resource optimisation software developed at the University of Leeds. Its shareholders include the University of Leeds and Techtran, a company which specializes in developing the commercial potential of intellectual property developed at the University. Techtran is a wholly owned subsidiary of IP Group plc, a company listed on the main market of the London Stock Exchange. Tracsis' share capital was admitted to trading on AIM on 27 November 2007 following a fundraising of £1.58 million, net of expenses.

Historically, labour scheduling for transport operators has been a complicated process which has required a high degree of manual input. This activity requires consideration of a number of variables such as:

• working time regulations;
• the timetabled movements of vehicles;
• existing resource levels;
• route knowledge – in the rail industry, it is standard practice that drivers can only drive on pre-agreed
• routes for which they have had training; and
• traction knowledge – in the rail industry, drivers can only drive locomotives for which they hold valid certification.

Many of these variables are subject to change through unforeseen factors such as engineering problems, breakdowns and adverse weather conditions, which further exacerbate the challenge faced by transport operators in trying to achieve an efficient allocation of labour.

The Tracsis Software is based on software developed at the University of Leeds after extensive research into labour scheduling problems within the transport industry dating back to the 1970s. The Tracsis Software has the ability to reduce the number of labour resources required to service a given transport network, reduce the level of back office planning resources and shorten planning timescales. The Tracsis Software also enables users to model a variety of contingency scenarios which can assist, for example, with franchise bidding and strategic planning. It can also be used as a negotiation tool between operating companies and labour unions.

The Tracsis Software

The Tracsis Software currently forms the basis of two distinct products; TrainTRACS and BusTRACS. Each product assists with the crew planning element of the transport scheduling process for passenger rail and bus operators respectively. A number of broad categories make up the transport scheduling process; timetable preparation; vehicle planning and allocation; crew planning; crew rostering; and management of real time operations and short term planning, taking account of accidents or other unforeseen events impacting on operations. The Tracsis Software, designed to operate on a stand alone personal computer, generates an optimised crew schedule for all on-board staff based upon certain input data such as labour rules and regulations, timetable and vehicle requirements and driver route and traction knowledge. Once the Tracsis Software has been configured, it generates a set of optimal, or near optimal, labour workforce schedules.

The Tracsis Software can be tailored for individual strategic requirements, such as maximising performance and minimising costs. It may also derive cost savings via improved performance of scheduled services, which in turn may reduce the fiscal penalties imposed by regulators (such as the Department of Transport in the case of rail operators) for delayed services.

Revenue is generated by lease licensing the software to customers. In addition to the core Tracsis Software, the Company also provides maintenance, training and consultancy services to its customers.

The Company has focussed on crew optimisation and therefore relies on the Tracsis Software to generate revenue. Whilst the Tracsis Software can be used in the rail and bus industries, the Company has, to date, predominantly focussed on the rail sector.

INFORMATION ON RWA RAIL

Background

RWA provides consultancy services to the rail sector, focussing on operational and strategic planning. The business is engaged in timetable development, performance modelling and resource planning assignments for customers operating in the rail industry and its service offering involves harnessing the skills of its employees in rail operation and strategic planning matters.

The Board believes that the services provided by RWA can lead to operational and financial benefits to its customers, including:

• improvements in key performance indicators (such as delay minutes);
• reductions in the costs associated with resource planning;
• assistance with infrastructure investment decisions; and,
• meeting franchise bid timetable requirements.

RWA is based in Loughborough and employs 18 staff.

Principal Service Offerings

Timetabling and Performance Modelling

RWA undertakes a range of modelling based activities for the rail industry, including;

• Timetable development - using Railsys software, timetable development involves the creation of timetables to meet specifications from customers for train services in terms of journey time, stopping pattern, and frequency;
• Timetable performance modelling - timetable performance modelling is the process of assessing the robustness of timetables using simulation techniques, also utilising Railsys software; and,
• Resource planning - RWA utilises TrainTRACS software to create on board crew schedules that meet labour constraints / parameters set by the customer.

Franchise Bid Support

RWA provides a range of franchise bid support services, including timetabling, rolling stock planning, train crew diagramming using TrainTRACS software, and timetable performance modelling and has been involved in seven recent TOC franchise bids. The franchise work has provided an opportunity for ongoing involvement with the relevant TOCs. Rail franchises are typically awarded on a 7-10 year basis, with break clauses for breach or poor performance. As each bid must be compiled and submitted within a limited time period and the software can be used in a variety of ways to meet the timetabling and resource planning requirements of the bid; TrainTRACS software for instance can be used to develop specific labour requirements which would be difficult to complete manually given the timescale.

Further Offerings

Further schemes include a range of projects, such as demand modelling, ‘value for money’ studies and mediation between industry parties on contractual and timetabling issues.

EXISTING MARKETS AND CUSTOMERS

Tracsis and RWA operate within the same sector and have a similar customer profile. Existing customers of the Enlarged Group can be broadly categorised in the following way:

Train Operating Companies

TOCs are responsible for running regional and national rail networks. Since the privatisation of the UK rail industry, UK passenger franchises are awarded on a tender process by the Department of Transport.

Tracsis generates the majority of its revenue from the passenger rail industry, and in particular, the TOCs. Tracsis has identified 20 major passenger TOCs and several freight rail operators within the UK as potential customers. At present, Tracsis have contractual relationships with 8 of these. A large proportion of Tracsis’ revenue is under software licensing contracts which the Directors consider to be a reliable source of visibility on future revenue. Tracsis currently utilises the Tracsis Software to support the bidding activities of transport operators when tendering for new rail franchises.

Pilot schemes are also developed for Tracsis’ potential customers on a short term, low-cost basis and have proven to be an effective method of engaging customers on a longer term contract once the benefits of the Tracsis Software have been demonstrated.

RWA services the rail industry and has maintained a number of customers since inception through franchise bid support consultancy and timetable and performance modelling. In addition, RWA’s existing customer base provides a source of general consultancy revenue, on a project by project basis.

RWA has recently expanded its activities into overseas passenger rail markets and is currently undertaking work in relation to an overseas franchise bid and is hopeful of further overseas franchise bid assignments. Consultancy work has also been performed with UK freight rail market participants. The Board believes that there is further opportunity to work with overseas customers.

In addition to targeting new customers, the Board believes there is scope to enhance revenue generated from the existing customer base by enhancing the current software offering.

Rail Industry Entities

RWA also works with the Department for Transport, Network Rail and the Association of Train Operating Companies, as well as larger rail consultancies.

Bus Companies

Tracsis works with a major UK bus company with over 9,000 buses operating across a number of locations, which utilise the Company’s BusTRACS software for crew scheduling. Although at present it is the Board’s intention to dedicate the majority of the Company’s resources towards its operations within the rail industry, the Board believes that there will be opportunities in the future to expand further into the bus market.

VISION, PRODUCT AND SERVICE DEVELOPMENT, COMPETITION AND NEW MARKETS

Vision

The Company’s current vision is to become a leading provider of operational planning software and consultancy services within the rail market, with the ultimate aim of providing these services to global transport markets.

Product Development

The Tracsis Software deals predominantly with solving the issue of efficient labour resource allocation. The Directors believe that there is a potential market for optimising the movements of vehicles and the rostering of labour resources in the transport industry, and is investing in the development of a rostering tool.

Service Development

Given the renewal process involved with transport operators tendering for new rail franchises, the Board are of the opinion that revenue from bid support work will continue to be an important part of the Enlarged Group’s business.

The Board also believes that potential exists for offering timetabling and performance modelling services to Tracsis’ customers as an extension of their current product offering, thereby generating further revenue.

Competition

The Board are of the opinion that there is little direct competition to the Company’s current product offering for the UK rail market. The Board also believes that unless a TOC is using the Tracsis Software for labour scheduling optimisation, they are generally undertaking this process manually. For other transport markets, the Directors believe that other competitive offerings exist.

respect of RWA’s product offering, the Board believes that although competitors exist, threats from competitors are mitigated by the following barriers to entry:

• the expertise and contacts developed by Robert Watson during his 23 years operating within the UK rail industry;
• the skills available to RWA via its employee base and the ability to meet client needs in the area of strategic and operational planning; and,
• the time required to train and develop a team of experts in this field.

New Markets

The Board believes that the Tracsis Software is suited to other transport sectors such as passenger airlines and rail freight, both of which have similar dynamics and the Company is exploring a number of opportunities in these sectors. The Company currently services a limited number of UK bus companies and believe that there is further scope for expansion into this area.

RWA has recently expanded into overseas passenger rail markets and, the Board also believes that there are further opportunities in overseas markets, including overseas franchise bid assignments due to the international presence of its customer base.

INTELLECTUAL PROPERTY

The Company has focused on crew optimisation and therefore relies on the Tracsis Software to generate revenue. The Tracsis Software can be used in the rail and bus industries but the Company has focused predominantly on the rail sector to date.

The Company also has a right to use BOOST, vehicle optimisation software relating to the bus industry. The Tracsis Software and BOOST were both developed at the University and the Company has a right to exploit these products commercially pursuant to the terms of a licence from University of Leeds IP Limited, ULIP, which in turn has a licence from the University. The Company was granted a licence in June 2005 to commercially exploit the Tracsis Software and BOOST. The University assigned all its rights in the Tracsis Software and BOOST to the Company when the Company was admitted to AIM in November 2007. The University at that time warranted to the Company that save in relation to the allegations made by a third party (the “Third Party Purchaser”) alleging that certain aspects of the Tracsis Software and BOOST incorporated elements of Busman (the details of which are set out below), the University has not received any claim or notification that the Tracsis Software or BOOST breaches the intellectual property rights of a third party.

As with many software products, there have been previous challenges to the IP rights in the Tracsis Software and BOOST. In 1998, an allegation was made by a third party that certain aspects of the Tracsis Software and BOOST breached the copyright of that third party in a software product known as Busman. Busman was developed with the help of the University of Leeds Innovations Limited, ULIS, and sold to the third party in 1994.

Following an exchange of correspondence and a meeting between ULIS and the third party, ULIS agreed to amend extracts from its marketing literature and web pages that incorrectly suggested a connection between the products. No further action was taken and the Company believes that Busman may have been sold to a further third party.

The Company is of the opinion that neither the Tracsis Software nor BOOST infringe any of the copyright in Busman and have obtained the opinion of Counsel confirming that, on the balance of probabilities, any claim could be successfully defended.

Further details of the intellectual property and the above claim are set in the Admission Document.

RWA utilises licences to use Railsys in order to carry out timetable and performance modeling services. It currently has seven such perpetual licences and one temporary licence.

SUMMARY FINANCIAL INFORMATION

The information set out in the table below has been extracted from the historical financial information on Tracsis plc included in the Admission Document. Shareholders should read the full report and not rely solely upon the summary below:

	Year ended 31 July 2005 £’000	Year ended 31 July 2006 £’000	6 months ended 31 January 2007 £’000	Year ended 31 July 2007 £’000	6 months ended 31 January 2008 £’000
Revenue	216	500	257	742	271
EBIT	134	254	116	407	14
PAT	111	215	96	330	19

The financial information set out in the table below has been extracted from the historical financial information on RWA, included in the Admission Document. Shareholders should read the full report and not rely solely upon the summary below:

	Year ended 31 March 2006 £’000	Year ended 31 March 2007 £’000	Year ended 31 March 2008 £’000
Revenue	744	1,257	1,019
PAT	232	369	240

CURRENT TRADING AND PROSPECTS

Tracsis

On 28 April 2008, the Company announced its interim results for the six month period ended 31 January 2008.

Revenue for the six months ended 31 March 2008 was £271,000 (2007: £257,000) and the profit for the period was £19,000 (2007: £96,000) after including £89,000 of exceptional and associated costs relating to the Company’s admission to AIM in November 2007.

The Board has prepared unaudited management accounts for the 11 months to 30 June 2008, being the last practicable period for which management accounts could be prepared prior to the date of the Admission Document. Revenue for the period was £709,000.

Given the visibility of revenue under contract, the Board believes revenue for the year to 31 July 2008 will be approximately £800,000.

RWA Rail

In the year ended 31 March 2008, RWA reported revenue of £1,019,000 and a profit before tax of £240,000. Since 31 March 2008, dividends of £20,000 have been paid by RWA Rail.

Prospects for the Enlarged Group

The Directors believe, due to the complementary skills and experience of each entity, the Enlarged Group should be able to undertake a wider range of projects from a more diverse client base (both UK and overseas) and that the addition of RWA will assist with a more rapid roll-out of the TrainTRACS software to domestic (UK) rail operators. Furthermore, the Directors believe prospects for the Enlarged Group remain strong and view the future with confidence.

DIRECTORS AND THE PROPOSED DIRECTOR

Brief summaries of the biographies of the Directors are set out below:

Current Directors

John Cameron McArthur (aged 33) Chief Executive Officer

John has been the Chief Executive Officer of Tracsis since the formation of the Company in January 2004. Prior to this he worked as an investment manager with Techtran, which specialises in developing the commercial potential of intellectual property developed at the University. John also worked for several years with Axiomlab plc, a technology venture capital company, having started his career with Arthur Andersen & Co. He holds a first class degree in Management Science from the University of Strathclyde in Glasgow.

Dr. Raymond Kwan (aged 50) Chief Technical Officer

Raymond is the Chief Technical Officer of Tracsis. He has a PhD in computer science and has dedicated his career to researching complex scheduling problems within the transport industry. Prior to the incorporation of Tracsis, Raymond worked as a senior lecturer within the School of Computing at the University, where he continues his research on a part time basis. Raymond has written a number of research papers published in journals covering driver scheduling.

Jay Darren Bamforth (aged 39) Finance Director

Darren graduated from the University of Bradford with a degree in Business Studies. He qualified as a Chartered Accountant with KPMG, becoming a Senior Manager in 1998. Whilst at KPMG, Darren was responsible for managing a portfolio of audit and accountancy clients. In 2002, he left KPMG to establish his own business advisory practice which specialises in supporting early stage and growing companies. Darren is engaged on a part time basis, until such time that the size of Tracsis demands a full time Finance Director.

John Graeme Nelson (aged 61) Non-Executive Director

John is currently Chairman of First Class Partnerships; a strategic consultancy business which services the UK rail industry and is the ‘Operator of Last Resort’ for the Department for Transport. Prior to this, John was the Chief Executive of Network South East, and also headed up the Eastern Region of British Rail. John has also served as Director of Laing Rail Limited, who operate Chiltern Railways, and has served on the Board of South Eastern Trains and Hull Trains.

Charles Stephen Winward (aged 38) Non-Executive Director

Charles is an Investment Manager at IP Group plc, a company which holds shares in Tracsis through Techtran and IP Venture Fund. Charles joined IP Group in April 2007 to manage investments in Top Technology Ventures Limited, the IP Group plc’s venture capital fund management subsidiary. Previously Charles was Vice President of Technology Infrastructure at JP Morgan Chase & Co, where he worked in a variety of roles in London, New York and Brussels, and an investment manager at Axiomlab plc. Charles has an MBA from the University of California at Berkeley and a Bachelors Degree in mechanical engineering from the University of Bristol.

Rodney Desmond Jones (aged 56) Non-Executive Chairman

Rod has held a number of senior management roles in several different technology companies including: European Vice President at Cincom Systems Inc., International Director of Western Data Systems Inc. and President of NASDAQ listed Ross Systems Inc. He is currently Chief Executive Officer of Proactis plc, an AIM quoted provider of spend control software.

Proposed Director

Immediately prior to Admission, Robert Watson will join the Board, and a brief summary of his biography is outlined below:

Robert Peter Watson (aged 49) Chief Operating Officer

Robert is the founder and chief executive of RWA Rail. Before its inception in 2004, Robert previously operated as a sole trader under the name Robert Watson Associates. He began his career in the rail sector with British Rail in 1982 having gained an MPhil in Management Studies from Oxford University. After management roles within British Rail and the Boots Company, Robert moved to Railtrack (now Network Rail) in 1994 where he subsequently became the Head of Operational Planning. As part of this role he was involved in the company’s flotation on the London Stock Exchange in 1996, before going on to consult to the Strategic Rail Authority, playing a leading role in the development of UK capacity utilisation policies and route utilisation strategies. Robert is a visiting lecturer in transport at Loughborough University, and has written for a number of railway-related publications covering timetabling and scheduling.

KEY MANAGEMENT AND EMPLOYEES

Key Management of RWA

Ross Brown (aged 31) Principal Consultant

Ross has worked for RWA for over five years and is experienced in the software RWA use for timetabling and performance modelling. He is responsible for refranchising timetabling and simulation work and the project management of major assignments. Ross acts as the project manager for RWA’s major assignments.

Steve Brown (aged 30) Principal Consultant

Steve joined RWA in early 2005 from another company involved in rail consultancy where he spent four years as a project manager and consultant. He is a specialist in the use of simulation and other software tools for performance modelling, analysis of data and timetable planning. Steve gained a masters degree with distinction in Rail Systems Engineering whilst studying at the University of Sheffield prior to beginning his career in the rail industry.

Hans Kohls (aged 30) Principal Consultant

Hans is an experienced RailSys modeler and software programmer and has considerable network analysis and performance modelling experience. Hans develops tools to manipulate and reformat data, in particular to interface between different systems and to present output in an appropriate way for analysis and presentations. Hans joined the RWA Rail team on completion of his degree at Hanover University.

Employees of the Company and RWA

The Directors and the Proposed Director believe that one of the strengths of both the Company and RWA is the quality and loyalty of its staff. The Company currently has eleven employees, six of whom are directors. RWA currently has eighteen employees, one of whom is a director. These employees and Directors have a range of experience and professional qualifications. Additional employees, however, will be recruited to create the infrastructure necessary for the Enlarged Group to achieve its commercial objectives.

OPTION SCHEME

The Directors recognise the importance of ensuring that employees of the Company are well motivated and identify closely with the success of the Company. To achieve this goal, the Company has established the Option Scheme.

To date, options have been granted to certain members of the Board to acquire Ordinary Shares representing 3 per cent. of the Existing Issued Share Capital. Further details of these options are set out in paragraph 5.5 of Part VI of the Admission Document.

It is also intended that Employee Options will be granted in the future, to qualifying employees and directors, including, where appropriate, EMI Options.

The number of Ordinary Shares pursuant to Employee Options granted under the Option Scheme and under any other scheme whereby the Company shall grant options over its Shares to employees and directors shall not exceed 10 per cent. of the issued share capital from time to time. Further details of the Option Scheme are set out in paragraph 12 of Part VI of the Admission Document.

LOCK IN ARRANGEMENTS

The Restricted Shareholders agreed, in November 2007, that they would not (save in certain specific circumstances) dispose of any of the Restricted Shares for a period of 12 months following the admission of the Company to AIM on 27 November 2007, and thereafter for a further 12 months have agreed only to dispose of shares through the Company’s broker in an orderly manner. Further details of the lock in arrangements are set out in paragraph 9.1(j) of Part VI of the Admission Document.

Under the terms of the Acquisition Agreement, Robert Watson has agreed that he will not dispose of any of the Consideration Shares or Deferred Consideration Shares for a period of 12 months following their issue, and thereafter for a further 12 months has agreed only to dispose of shares through the Company’s broker in an orderly manner.

RELATED PARTY TRANSACTIONS

During the year the Company made purchases amounting to £10,313 (2005 – £28,578; 2006 – £39,865; 2007 – £20,555) from one of its shareholders, the University of Leeds. These related to staff secondment costs. In addition, £10,827 (2005 – £nil; 2006 – £14,331; 2007 – £27,100) was incurred in respect of office rent and running costs paid to a company in which the University of Leeds has an interest. The Company occupies the property known as Suite 4, Leeds Innovation Centre, 103 Clarendon Way, Leeds, West Yorkshire LS2 9DF in accordance with a lease dated 22 February 2006 between the Company and Leeds Innovation Centre Limited.

At 31 January 2008, there were balances totalling £187 (2005: £8,623; 2006 – £4,148; 2007 £2,046) due to the University of Leeds and its associated companies in respect of these transactions.

In addition, purchases amounting to £2,881 (2005 – £25,050; 2006 – £19,506; 2007 – £1,108) were made from another shareholder, Techtran Group Limited. These related to staff secondment costs and office running costs recharged. At 31 January 2008 there were no outstanding balances (2005 – £360;2006 – £360; 2007 – £360), due to Techtran Group Limited.

One of the Company’s directors, Darren Bamforth, is also a director of Atraxa Consulting Limited, a company which provides ongoing accountancy services to Tracsis on an arm’s length basis in its normal course of business. The amount charged by Atraxa to the Company for accountancy services in the 6 months ended 31 January 2008 was £22,858 excluding VAT, which includes one-off costs relating to the Company’s AIM Admission of £19,350.

The above transactions were carried out at a market value on an arm’s length basis.

GENERAL MEETING

A General Meeting is to be held at 11.00 am on 4 August 2008 at the offices of Tracsis plc, Leeds Innovation Building, 103 Clarendon Road, Leeds, West Yorkshire, LS2 9DF at which the Resolution will be proposed to approve the Acquisition for the purposes of Rule 14 of the AIM Rules.

In order to give the company flexibility shareholders will also be asked to grant the Directors further authority to allot Ordinary Shares up to an aggregate nominal value of £25,282 being equivalent to one third of the Enlarged Issued Share Capital and to disapply statutory pre-emption rights in relation to 15 per cent. of the Enlarged Issued Share Capital. However completion of the Acquisition is not conditional upon the passing of these resolutions.

Save for the issue of the Consideration Shares and the Placing Shares, the Directors have no present intention of allotting further shares.

The Directors and other shareholders who hold in aggregate 13,201,927 Ordinary Shares representing 75.42 per cent. of the issued share capital have given undertakings to vote in favour of the Resolutions.

CREST

The Directors have arranged with CRESTCo Limited for the Placing Shares to be admitted to CREST with effect from Admission. Accordingly settlement of transactions in the Placing Shares following Admission may take place within the CREST system, if the relevant shareholders so wish. CREST is a paperless settlement procedure, which allows securities to be evidenced without a certificate and transferred otherwise than by written instrument. The Articles permit the holding and transfer of ordinary shares in the capital of the Company under the CREST system.

CREST is a voluntary system and holders of Placing Shares who wish to receive and retain certificates in respect of Placing Shares will be able to do so.

DEFINITIONS AND GLOSSARY

The following words and expressions shall have the following meanings in the Announcement, unless the context otherwise requires:

“Acquisition”	the proposed acquisition by the Company of the entire issued share capital of RWA pursuant to the Acquisition Agreement; £’000
“Acquisition Agreement”	the agreement dated 18 July 2008 between (1) Robert Peter Watson and (2) Tracsis plc under which the Company has conditionally agreed to acquire the entire issued share capital of RWA further details of which are set out in paragraph 3 of Part I and paragraph 9.1(a) of Part VI of the Admission Document;
“Act” or “Acts”	the Companies Act 1985, as amended, or as superseded by the Companies Act 2006;
“Admission”	re-admission of the Existing Ordinary Shares and admission of the Placing Shares and the Consideration Shares to trading on AIM becoming effective on the 5 August 2008;
“Admission Document”	the document dated 18 July 2008;
“AIM Rules”	the AIM Rules for Companies published by the London Stock Exchange from time to time governing the admission to and the operation of AIM;
“AIM”	the market of that name operated by the London Stock Exchange;
“Articles”	the articles of association of the Company, as at the date of the Admission Document;
“Board” or “Directors”	the directors of the Company as at the date of the Admission Document and the Proposed Director, whose names appear on page 5 of the Admission Document, and “Director” means any of the Directors;
“BOOST”	vehicle optimisation software relating to the bus industry;
“certificated” or “in certificated form”	an Ordinary Share which is not in uncertificated form;
“Company” or “Tracsis”	Tracsis plc (registered in England and Wales under number 05019106);
“Completion”	completion of the Acquisition;
“Consideration Share Price”	53.5p per Consideration Share;
“Consideration Shares”	the 1,084,113 Ordinary Shares to be issued to the Proposed Director on Completion in accordance with the terms of the Acquisition Agreement;
“CREST”	the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited;
“CREST Regulations”	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);
“Deferred Consideration Shares”	up to 271,029 new Ordinary Shares to be issued to the Proposed Director following the first anniversary of Completion in accordance with the terms of the Acquisition Agreement;
“Deferred Cash Consideration”	up to £145,000 which may be paid, settled in cash to the Proposed Director following the first anniversary of Completion in accordance with the terms of the Acquisition Agreement;
“EBIT”	earnings before interest and tax;
“EBITDA”	earnings before interest, tax, depreciation and amortisation;
“EMI Options”	options granted or to be granted pursuant to the provisions of Schedule 5 ITEPA;
“Employee Options”	options granted by the Company to employees, directors and officers of the Company pursuant to the Option Scheme;
“Enlarged Group”	the Company together with RWA immediately following Completion;
“Enlarged Issued Share Capital”	the Existing Ordinary Shares, the Placing Shares and the Consideration Shares;
“Existing Ordinary Shares”	the 17,503,450 Ordinary Shares in issue at the date of the Admission Document;
“GM” or “General Meeting”	the general meeting of the Company to be held on 4 August 2008, notice of which is set out at the end of the Admission Document;
“GM Notice”	the notice of the GM, set out at the end of the Admission Document;
“Form of Proxy”	the form of proxy included with the Admission Document for use by Shareholders in connection with the General Meeting;
“FSA”	the Financial Services Authority;
“FSMA”	the Financial Services and Markets Act 2000 (as amended);
“ITEPA”	the Income Tax (Earnings and Pensions) Act 2003;
“London Stock Exchange”	London Stock Exchange plc;
“Net Asset Value”	the net asset value of RWA to be determined in accordance with the terms of the Acquisition Agreement;
“Official List”	the Official List of the UK Listing Authority;
“Option Scheme”	a scheme adopted by the Board on 20 November 2007 which provides for the grant of share options (including EMI Options), details of which are set out at paragraph 12 of Part VI of the Admission Document;
“Ordinary Shares”	ordinary shares of 0.4p in the capital of the Company;
“PAT”	profit on ordinary activities after taxation;
“Placees”	those persons who subscribe for the Placing Shares in the Placing at the Placing Price;
“Placing”	the conditional placing of the Placing Shares by Zeus Capital, as agent for the Company, as described in the Admission Document, pursuant to the Placing Agreement;
“Placing Agreement”	the conditional agreement dated 18 July 2008, between (1) the Company, (2) the Directors and Proposed Director and (3) Zeus Capital relating to the Placing, further details of which are set out in paragraph 9.1 (b) of Part VI of the Admission Document;
“Placing Price”	53.5 per Placing Share
“Placing Shares”	373,832 new Ordinary Shares to be issued pursuant to the Placing;
“Prohibited Territories”	USA, Australia, Canada, Japan, the Republic of South Africa and their respective territories and possessions, and any other territories where the publication of the Admission Document would be prohibited by law;
“Proposals”	the Acquisition, the Placing and Admission;
“Proposed Director”	Robert Peter Watson, who will be appointed as a director of the Company on Completion;
“Resolutions”	the resolutions referred to in the GM Notice;
“Restricted Shareholders”	John McArthur, Dr Raymond Kwan, Dr Ann Kwan, Yiyu Chen, Andrew Schwarz, Atraxa Investments Limited, Techtran Group Limited, IP2IPO Nominees Limited, IP Venture Fund and the University;
“Restricted Shares”	the 12,503,450 Ordinary Shares held by the Restricted Shareholders;
“RWA” or “RWA Rail”	RWA Rail Limited (registered in England and Wales under number 05047148);
“Shareholder Resolutions”	the resolutions, inter alia, to approve the transaction set out in the notice of GM, set out at the end of the Admission Document;
“Shareholders”	holders of Existing Ordinary Shares;
“Takeover Code”	the City Code on Takeovers and Mergers;
“Techtran”	Techtran Group Limited (registered in England and Wales under registered number 04544276);
“TOC”	train operating company;
“Tracsis Software”	the resource optimisation suite of software owned by Tracsis, known as TrainTRACS and BusTRACS and other associated modules;
“UK”	the United Kingdom of Great Britain and Northern Ireland;
“UK Listing Authority”	the Financial Services Authority acting in its capacity as a competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, including where the context so permits any committee, employee or servant of such authority to whom any function of the UK Listing Authority may from time to time be delegated;
“University”	the University of Leeds;
“USA”	the United States of America;
“VAT”	value added tax;
“Zeus Capital”	Zeus Capital Limited (registered in England and Wales under number 4417845).

This information is provided by RNS
The company news service from the London Stock Exchange

28/04/2008 - Interim Results

Interim Results

Tracsis PLC

28 April 2008

TRACSIS PLC
("Tracsis" or "the Company")

Interim results for the six months ended 31 January 2008

Tracsis Plc (AIM: TRCS) the specialist provider of labour optimisation software, is today issuing interim results for the six month period to 31 January 2008.

Key Points:

• Successful placing and admission to AIM on 26 November 2007 raising £2 million.
• Trading in line with expectations - revenue in the period of £271,000 (6 months ended January 2007: £257,000).
• Operating profits in the period of £14,000 (6 months ended January 2007: £116,000) after including £89,000 of exceptional and associated costs relating to our admission to AIM.
• New client wins include Virgin Rail Group, Cross Country and Southeastern Railway.
• All existing clients retained for year including First Group buses, First Scotrail, National Express East Coast, Northern Rail, Southern Railway, Arriva Trains Wales and Translink, demonstrating a high level of under-contract recurring licence revenue.

• Continued investment into product development and research activities, including additional TrainTRACS functionality for short-term planning
optimisation to help our clients increase their operational capabilities. • Board strengthened by the addition of three Non-Executives.

Chief Executive Officer John McArthur commented:

"Tracsis has made good progress over the last six months. The business has delivered another period of growth whilst at the same time coming to market via an AIM flotation. We have secured significant relationships with Virgin Rail Group, Cross Country, Southern Railway and Southeastern Railway which are further endorsements in our product suite from some of the largest operators in the industry. Looking forward to our year end, we are in a good position to deliver continued growth and are in the favourable position of having complete customer retention, high recurring revenue, and a strong balance sheet."

Enquiries:

Tracsis plc John McArthur, Chief Executive Officer	Tel: 0845 125 9162
Nexus PR Nicholas Nelson	Tel: 0207 451 7050
Zeus Capital Bobby Fletcher Alex Clarkson	Tel: 0161 831 1512

Notes to editors:

Tracsis PLC is a provider of resource optimisation software to transport companies in the passenger rail and bus industries. Their product suite can be used to automate and optimise the process by which labour schedules are created and allows for this activity to be done with greater speed and with a high degree of efficiency over existing methods.

Tracsis has contracts in place with some of the largest transport operators throughout the UK and operates a revenue model that provides for a high percentage of recurring revenue. The company's goal is to become a leading provider of operational planning software to global transport markets.

Chairman's and Chief Executive Officer's report

We are pleased to report our interim results for the six month period to 31 January 2008. The period has been one of continued good progress, with growth and further penetration into our core transport markets. We continue to invest in our TrainTRACS and BusTRACS products and are in the process of strengthening sales and marketing channels.

Tracsis has achieved a number of key milestones in the past period:

-      Secured contractual relationships with a further 3 passenger train operating companies (TOCs) - Virgin Rail Group, New Cross Country (Arriva) and Southeastern Railway (Govia).

-      Carried out extensive product development which allows our software to be used for short term planning (STP) exercises within the rail industry. These enhancements significantly broaden the scope of our product and increase the value of our software offering.

-      We continue to explore opportunities into new markets, such as fleet optimisation in the aviation market, where Tracsis software has the potential to generate substantial efficiencies for prospective clients.

-      Strengthened the board with the appointment of Rod Jones as Chairman, and John Nelson and Charles Winward as Non Executive Directors. Rod is currently Chief Executive Officer of Proactis Holdings plc, an AIM quoted provider of spend control software. John is Chairman of First Class Partnerships; a strategic consultancy business which services the UK and International rail industries. Charles is an Investment Manager at IP Group plc, a listed company specialising in the commercialisation of intellectual property from research institutions.

Financial overview

Revenues in the period increased to £271,000 from £257,000 for the same period last year. The operating profit for the period has reduced £14,000 in comparison to £116,000 for the six months ended 31 January 2007, after additional costs totalling £89,000, relating to flotation, AIM regulatory and IFRS2 share accounting costs. Spending was in-line with budget for the period as the Company has maintained tight cost control.

Taking into account the effect of these items, the profit generated from sales is comparable to the same period last year, and this has been achieved in spite of some 3 months trading disruption during the IPO process. At 31 January 2008 Tracsis had cash balances of £2.27 million (six months ended 31 January 2007: £379,000) and remains entirely debt free.

Outlook

The directors are grateful to our staff, management and customers for their continued support, without which our progress would not be possible. We welcome our new Non-Executive Directors to the business and believe their combined experience will accelerate our growth in the future.

Our investment into Tracsis, our products and our people positions the Company well for further growth and continued shareholder value.

Rod Jones Chairman

John McArthur Chief Executive Officer

28 April 2008

Condensed interim income statement - unaudited
For the six months ended 31 January 2008

		Six months ended 31 January 2008	Six months ended 31 January 2007	Year ended 31 July 2007
	Note	£'000	£'000	£'000
Revenue		271	257	742
Administrative expenses:
- Normal		(194)	(141)	(335)
- Exceptional	4	(63)	-	-
		(257)	(141)	(335)
Operating profit		14	116	407
Financial income		18	7	15
Profit before tax		32	123	422
Taxation		(13)	(27)	(92)
Profit for the period		19	96	330
Earnings per share (pence)
Basic	5	0.28p	187.2p	634.0p
Diluted	5	0.26p	178.4p	604.7p

All activities relate to continuing operations.

The Company has recognised no gains or losses other than the profit for the year.

Condensed interim balance sheet - unaudited
As at 31 January 2008

	As at 31 January 2008 £'000	As at 31 January 2007 £'000	As at 31 July 2007 £'000
Assets
Non-current assets
Property, plant and equipment	6	7	8
Trade and other receivables	265	163	164
Income tax
Cash and cash equivalents	2,268	379	715
Total current assets	2,533	542	879
Total assets	2,539	549	887
Liabilities
Non-current liabilities
Deferred tax	5	-	2
Current liabilities
Trade and other payables	74	71	149
Current tax liabilities	100	72	90
Total current liabilities	174	143	239
Total liabilities	179	143	241
Net assets	2,360	406	646
Capital and reserves attributable to equity holders of the company
Share capital	70	-	-
Share premium reserve	1,735	17	17
Share-based payments reserve	16	-	5
Retained losses	539	389	624
Total equity	2,360	406	646

Statement of changes in equity - unaudited
For the six months ended 31 January 2008

	Share capital £'000	Share premium £'000	Share based payments reserve £'000	Retained (losses)/ earnings £'000	Total £'000
Balance at 1 August 2006	-	-	-	353	353
Retained profit for the six month period ended 31 January 2007	-	-	-	96	96
Shares issued in the period	-	17	-	-	17
Equity dividend paid	-	-	-	(60)	(60)
Balance at 31 January 2007	-	17	-	389	406
Balance at 1 August 2006	-	-	-	353	353
Retained profit for the year	-	-	-	330	330
Share option charge in the year	-	-	6	-	6
Adjustment for options subsequently exercised	-	-	(1)	1	-
Shares issued in the year	-	17	-	-	17
Equity dividend paid	-	-	-	(60)	(60)
Balance at 31 July 2007	-	17	5	624	646
Balance at 1 August 2007	-	17	5	624	646
Retained profit for the six month period ended 31 January 2008	-	-	-	19	19
Share option charge in the period	-	-	16	-	16
Adjustment for options subsequently exercised	-	-	(5)	5	-
Shares issued in the period	70	1,718	-	(49)	1,739
Equity dividend paid	-	-	-	(60)	(60)
Balance at 31 January 2008	70	1,735	16	539	2,360

Condensed interim statement of cash flows - unaudited
For the six months ended 31 January 2008

	Six months ended 31 January 2008 £'000	Six months ended 31 January 2007 £'000	Year ended 31 July 2007 £'000
Cash flows from operations
Profit for the period	19	96	330
Adjustments for:
Interest received	(18)	(7)	(15)
Income tax charge	13	27	92
Depreciation	2	1	3
Share option expense	16	-	6
Decrease/(increase) in trade and other receivables	(101)	130	143
(Decrease) in trade and other payables	(75)	(90)	(11)
Net cash from operating activities	(144)	157	548
Income tax paid	-	-	(46)
Net cash flows generated from/(used in) operating activities	(144)	157	502
Cash flows used in investing activities
Interest received	18	7	15
Purchase of property, plant and equipment	-	(1)	(4)
Net cash flows generated from investing activities	18	6	11
Cash flows from financing activities
Proceeds from issue of equity shares	1,739	17	3
Equity dividends paid	(60)	(60)	(60)
Net cash flows generated from/(used in) financing activities	1,679	(43)	(57)
Net increase in cash and cash equivalents	1,553	120	456
Cash and cash equivalents at start of period	715	259	259
Cash and cash equivalents at end of period	2,268	379	715

Notes to the interim report

For the six months ended 31 January 2008

1. Accounting Policies

Basis of preparation

From 1 August 2007, the Company has adopted International Financial Reporting Standards (IFRS) as adopted by the EU in the preparation of the financial statements.

Prior to this accounting period, the Company prepared its audited annual financial statements under UK Generally Accepted Accounting Principles (UK GAAP). For periods commencing 1 August 2007, the Company is required to prepare its annual financial statements in accordance with IFRS as adopted by the European Union. As the financial statements for the year to 31 July 2008 will include comparatives for the year ended 31 July 2007, the Company's date of transition to IFRS is 1 August 2006 and the comparatives will be restated to IFRS. Accordingly, the financial information for the six months to 31 January 2007 has been restated to present the comparative information in accordance with IFRS based on a transition date of 1 August 2006. Note 5 of this interim financial information sets out how the Company's previous financial position is affected by the change to IFRS.

The financial information for the six months ended 31 January 2008 and 31 January 2007 is unaudited. The financial information does not constitute the financial statements for that period within the meaning of Section 240 of the Companies Act 1985. The comparative figures for the year ended 31 July 2007 were derived from the Company's audited financial statements for that period as filed with the Registrar of Companies as restated for IFRS. Those accounts received an unqualified audit report which does not contain any statement under s237 (2) or (3) of the Companies Act 1985.

Statement of compliance

These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34, Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the financial statements of the Company as at and for the year ended 31 July 2007.

These condensed interim financial statements were approved by the Board of Directors on 28 April 2008.

The financial information has been neither audited nor reviewed pursuant to guidance issued by the Auditing Practices Board.

Changes in Accounting Policies

(a) Standards, interpretations and amendments to published standards effective in 2007 but which are not relevant to the Company

The following standards, amendments and interpretations to published standards are mandatory for accounting periods beginning on or after 1 January 2007 but are currently not relevant to the Company's operations:

-      IFRIC 7, Applying the restatement approach under IAS 29, Financial Reporting in Hyperinflationary Economies

(b) Standards, amendments and interpretations to published standards not yet effective

Certain new standards, amendments and interpretations to existing standards have the published that are mandatory for the Company's accounting periods beginning on or after 1 January 2008 or later periods and which the Company has decided not to adopt early. These are:

-      International Accounting Standard 1 Presentation of Financial Statements (IAS 1) (effective for accounting periods beginning or after 1 January 2009, yet to be endorsed by the EU) replaces IAS 1 Presentation of Financial Statements (revised in 2003) as amended in 2005.

-      Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements -Puttable Financial Instruments and Obligations Arising on Liquidation (Effective for annual periods beginning on 1 January 2009, with earlier application permitted (yet to be endorsed by the EU).

-      IAS 23, Borrowing Costs (revised) (effective for accounting periods beginning on or after 1 January 2009)

-      IFRIC 11, IFRS 2 - Group and Treasury Share Transactions (effective for accounting periods beginning on or after 1 March 2007)

-      IFRIC 12, Service Concession Arrangements (effective for accounting periods beginning on or after 1 January 2008)

-      IFRIC 13, Customer Loyalty Programmes (effective for accounting periods beginning on or after 1 July 2008)

-      IFRIC 14, IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective for accounting periods beginning on or after 1 January 2008).

-      Amendment to IFRS 2, Share-based payments: vesting conditions and cancellations (effective for accounting periods beginning on or after 1 January 2009).

Revenue

Revenue is measured at the fair value of the consideration received or receivable (excluding value added tax) derived from the provision of goods and services to customers during the period. The Company derives revenue from software licences, post contract customer support and consultancy services.

The Company recognises the revenue from the sale of software licences and specified upgrades upon shipment of the software product or upgrade, when there are no significant vendor obligations remaining, when the fee is fixed and determinable and when collectability is considered probable. Where appropriate the Company provides a reserve for estimated returns under the standard acceptance terms at the time the revenue is recognised. Payment terms are agreed separately with each customer.

Revenue from post contract customer support and consultancy services is recognised on a straight line basis over the term of the contract. Revenue received and not recognised in the profit and loss account under this policy is classified as deferred income in the balance sheet.

Other products and services - Revenue allocable to other products and services is recognised as the products are shipped, or services are provided.

Segment reporting

A business segment is a distinguishable component of an enterprise that is engaged in providing an individual product or service or a group of related products or services and that is subject to risks and returns that are different from those of other business segments. A geographical segment is a distinguishable component of an enterprise that is engaged in providing products or services within a particular economic environment and that is subject to risks and returns that are different from those of components operating in other economic environments.

Financial assets

The Company classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Company has not classified any of its financial assets as held to maturity. The Company's accounting policy for each category is a follows:

Fair value through profit or loss: The Company does not currently have any derivative financial instruments.

Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Company will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the income statement. On confirmation that the trade receivable will not be collectible, the gross carrying value of the asset is written off against the associated provision.

The Company's loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities or three months or less.

Financial liabilities

The Company classes its financial liabilities into different categories, depending on the purpose for which the asset was acquired. The Company's accounting policies for each relevant category is as follows:

Fair value through profit or loss: The Company does not currently have any derivative financial instruments.

Other financial liabilities: Other financial liabilities include the following items:

Trade payables and other short term monetary liabilities, which are recognised at fair value.

Share capital

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 Company's ordinary shares are classified as equity instruments, net of issue costs.

Retirement benefits: Defined Contribution Schemes

Contributions to defined contribution pension schemes are charged to the income statement in the year to which they relate.

Share-based payments

The Company has applied the requirements of IFRS 2 Share-based payments. In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments that were unvested as of 1 August 2006.

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the income statement is charged with the fair value of goods and services received.

Leased assets

Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Company (a "finance lease"), the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. The lease payments are analysed between capital and interest. The interest element is charged to the income statement over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor.

Where substantially all of the risks and rewards incidental to ownership are not transferred to the Company (an "operating lease"), the total rentals payable under the lease are charged to the income statement on a straight line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straight line basis.

The land and buildings element of property leases are considered separately for the purposes of lease classification.

Internally Generated Intangible Assets (Research and Development Costs)

Expenditure on internally developed products is capitalised if it can be demonstrated that:

• it is technically feasible to develop the product for it to be sold; • adequate resources are available to complete the development; • there is an intention to complete and sell the product; • the Company is able to sell the product; • sale of the product will generate future economic benefits; and • expenditure on the project can be measured reliably.

Capitalised development costs are amortised over the periods the Company expects to benefit from selling the products developed. The amortisation expense is included within the administrative expenses line in the income statement.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the income statement as incurred.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying value in the financial statements.

The principal temporary differences arise from depreciation on plant and equipment, tax losses carried forward and share options granted by the Company to employees and directors.

Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.

Items of property, plant and equipment are carried at depreciated cost.

Depreciation is provided on all items of property, plant and equipment so as to write off the carrying value of items over their expected useful economic lives. It is applied at the following rates:

Plant and equipment - 33% on cost

Impairment of non current assets

Where an indication of impairment is identified, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). If the recoverable amount (higher of fair value less costs to sell and value in use of an asset) is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.

Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders, or in the case of interim dividends, when paid.

2. Critical Accounting Estimates and Judgements

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Share-based payments

The Company has equity settled share-based remuneration schemes for employees. The fair value of share options is estimated by using the Black-Scholes valuation model, on the date of grant based on certain assumptions. These assumptions include, among others, expected volatility, expected life of the options and number of options expected to vest.

3. Segmental information

Primary format - business segment

In the opinion of the directors, the Company has one business segment, being the sale of resource optimisation software that assists with automating and optimising the process of labour scheduling within the transport industry

Secondary format - geographic segment

The Company operates in the United Kingdom only and thus has only one geographic segment.

4. Exceptional items

During the period the company has incurred exceptional legal and professional fees of £63,000 in respect of the Company's admission to AIM.

5. Earnings per share

The calculation of basic and diluted loss per share is based upon the loss after tax divided by the weighted average number of shares in issue during the period.

	Profit after tax £'000	Weighted average number of shares	EPS (pence)
Basic earnings per share
6 months ended 31 January 2008	19	6,718,314	0.28p
6 months ended 31 January 2007	96	51,288	187.20p
12 months ended 31 July 2007	330	52,050	634.00p
Diluted earnings per share
6 months ended 31 January 2008	19	7,243,418	0.26p
6 months ended 31 January 2007	96	53,813	178.40p
12 months ended 31 July 2007	330	54,575	604.70p

The following calculation illustrates earnings per share ("EPS") post Admission, taking account of the revised issued share capital immediately upon Admission. It has also been assumed that the share capital has remained constant at 17,503,450 shares throughout the calculation period.

	Profit after tax £'000	Weighted average number of shares	EPS (pence)
Basic earnings per share - Pro forma
6 months ended 31 January 2008	19	17,503,450	0.11p
6 months ended 31 January 2007	96	17,503,450	0.55p
12 months ended 31 July 2007	330	17,503,450	1.89p
Diluted earnings per share - Pro forma
6 months ended 31 January 2008	19	18,028,554	0.11p
6 months ended 31 January 2007	96	18,028,554	0.53p
12 months ended 31 July 2007	330	18,028,554	1.83p

At 31 January 2008, there were 525,104 share options granted but not yet exercised.

6. Explanation of transition to IFRS

The Company's financial statements for the year ending 31 July 2008 will be the first financial statements that comply with International Financial Reporting Standards (IFRS). The Company's financial statements prior to and including 31 July 2007 had been prepared in accordance with Generally Accepted Accounting Principles in the United Kingdom (UK GAAP).

As required by IFRS 1, the impact of the transition from UK GAAP to IFRS is explained below. The accounting policies set out above have been applied consistently to all periods presented in this interim financial information and in preparing an opening IFRS balance sheet at 1 August 2006 for the purposes of transition to IFRS.

IAS 1 - Presentation of Financial Statements. The form and presentation in the UK GAAP financial statements has been changed to be in compliance with IAS 1. There are no adjustments arising from the transition to IFRS and therefore there is no impact on the reported Income Statement or Balance Sheet. Consequently, no reconciliation between IFRS and UK GAAP has been provided.

IAS 7 - Cash Flow Statements. The IFRS Cash Flow Statement, prepared under IAS 7, presents cash flows in three categories: cash flows from operating activities, cash flows from investing activities and cash flows from financing activities. Other than the reclassification of cash flow into the new disclosure categories, there are no significant differences between the Company's Cash Flow Statement under UK GAAP and IFRS. Consequently, no cash flow reconciliations are provided. Purchases of tangible fixed assets under UK GAAP have been reclassified to purchases of property, plant and equipment under IFRS.

Company information

Directors	JC McArthur	(Chief Executive Officer)
	R Kwan	(Chief Technical Officer)
	JD Bamforth	(Chief Financial Officer)
	RD Jones	(Non-Executive Director)
	JG Nelson	(Non-Executive Director)
	CS Winward	(Non-Executive Director)
Secretary	JD Bamforth
Registered Office	Leeds Innovation Centre 103 Clarendon Road Leeds LS2 9DF
Company registration number	05019106
Nominated Advisors And Broker	Zeus Capital Limited 3 Ralli Courts West Riverside Manchester M3 5FT
Auditors	HW Chartered Accountants Bridge House Ashley Road Hale Altrincham Cheshire WA14 2UT
Solicitors	Rosenblatt Solicitors 9-13 St Andrew Street London EC4A 3AF
Principal bankers	HSBC Bank plc City Branch 33 Park Row Leeds LS1 1LD
Registrars	Neville Registrars 18 Laurel Lane Halesowen West Midlands B63 3DA

This information is provided by RNS
The company news service from the London Stock Exchange

10/12/2007 - Director/PDMR Shareholding

Director/PDMR Shareholding

Tracsis PLC
10 December 2007

10 December 2007
Tracsis plc ("the Company")

The Company received notification today that John McArthur, Chief Executive, purchased 2,177 ordinary shares of 0.4p each ("Ordinary Shares") in the Company on 10 December 2007, at a price of 45p per Ordinary Share. The beneficial interest of Mr. McArthur following the purchase is now 934,427 Ordinary Shares representing 5.34% of the total issued share capital of the Company.

For further information please contact:-

John McArthur, Chief Executive, Tracsis plc	0845 125 9162
Nicholas Nelson, Nexus Financial	020 7451 7068
Nick Cowles / Bobby Fletcher, Zeus Capital	0161 831 1512

This information is provided by RNS
The company news service from the London Stock Exchange

27/11/2007 - First Day of Dealings

Tracsis plc

First Day of Dealings on AIM
Labour optimisation specialist moves to AIM

Tracsis plc, ("Tracsis" or the "Company") (AIM:TRCS), a provider of labour resource optimisation software for the transport sector, is pleased to announce the commencement of dealings on AIM. The Company raised £2,000,000 before expenses at a placing price of 40p per share and has a market capitalisation of approximately £7 million at the placing price.

The Nominated Adviser and Broker is Zeus Capital Limited.

Placing Price	40p
Number of Ordinary Shares in issue prior to the Placing	12,503,450
Number of Ordinary Shares being issued pursuant to the Placing	5,000,000
Number of Ordinary Shares in issue immediately following the Placing	17,503,450
Placing Shares as a percentage of the enlarged issued share capital	28.57%
Estimated net proceeds of the Placing	£1,580,000
Market capitalisation of the Company at the Placing Price following Admission	£7,001,380

Key points about Tracsis

* A provider of resource optimisation software to transport companies in the passenger rail and bus industries

* The product is used to automate and optimise the process by which work schedules for on-board labour (drivers, conductors, catering staff, etc) are created. It allows for this activity to be done with greater speed and with a high degree of efficiency

* Year-on-year growth in turnover and profits. Operating profit of £407,000 for the year to July 2007

* Contracts in place with rail and bus companies throughout the UK

* The technology platform is scaleable and transferable to other industries and overseas markets

* The Company's goal is to become a leading provider of operational planning software for global transport markets

John McArthur, CEO, Tracsis, commented:

"Tracsis solves one of the most challenging problems posed to modern transport companies today - that being efficient labour allocation across highly complicated networks. Over the past 3 years we have demonstrated the value of our technology with major transport operators and this has led to great long term relationships being formed.

The funds raised will allow us to significantly expand our delivery team, product offering and speed up our overall growth profile. I am delighted with our admission to AIM and look forward to the year ahead."

27 November 2007

Enquiries:

Tracsis plc	0845 125 9162
John McArthur
Nexus Financial	020 7451 7068
Nicholas Nelson
John Mundy
Zeus Capital	0161 831 1512
Alex Clarkson
Nick Cowles
Bobby Fletcher

Introduction

Tracsis owns labour resource optimisation software that assists with automating and optimising the process of labour scheduling for passenger rail and bus services in the transport industry. Tracsis has contracts in place with major operators within the rail and bus industries. The Directors believe that funds raised pursuant to the Placing will allow the Company to expand its business and contract base and underpin their market position within the rail and bus sectors.

History and Background

Tracsis was incorporated in January 2004 to commercialise resource optimisation software developed at the University of Leeds. Its shareholders include the University of Leeds and Techtran Limited, a company which specialises in developing the commercial potential of intellectual property developed at the University. Techtran is a wholly owned subsidiary of IP Group plc, a company listed on the main market of the London Stock Exchange.

On-board labour scheduling for transport operators is a complex process which historically has required a high degree of manual input. This activity requires consideration of a number of variables such as:

* working time regulations;

* the timetabled movements of vehicles;

* existing resource levels;

* route knowledge - in the rail industry, it is standard practice that drivers can only drive on pre-agreed routes for which they have had training; and

* traction knowledge - in the rail industry, drivers can only drive train units for which they hold valid certification.

Many of these variables are subject to change through unforeseen factors such as engineering problems, breakdowns and adverse weather conditions, which further exacerbate the challenge faced by transport operators in trying to achieve an efficient and robust allocation of labour.

The Tracsis Software is based on software developed at the University after extensive research into labour scheduling problems within the transport industry dating back to the 1970s. The Tracsis Software has the ability to reduce the number of labour resources required to service a given transport network, reduce the level of back office planning resources and shorten planning timescales. The software also enables users to model a variety of contingency scenarios which can assist, for example, with franchise bidding, strategic planning, and can be used as a negotiation tool between operating companies and labour unions.

Tracsis Software

The Tracsis Software currently forms the basis of two distinct products; TrainTRACS and BusTRACS. Each product assists with the crew planning element of the transport scheduling process for passenger rail and bus operators respectively. A number of broad categories make up the transport scheduling process: timetable preparation; vehicle planning and allocation; crew planning; crew rostering; short term planning; and management of real time operations taking account of accidents or other unforeseen events impacting on operations.

The Tracsis Software is designed to operate on a stand alone personal computer. The software generates an optimised crew schedule for all on-board staff which is based upon certain input data such as labour rules and regulations, timetable and vehicle requirements, and driver route and traction knowledge. Once the software has been configured, it generates a set of optimal or near optimal labour workforce schedules.

The software can be tailored for individual strategic requirements, such as maximising performance and minimising costs. The software may also derive cost savings via improved performance of scheduled services, which in turn may reduce the fiscal penalties imposed by regulators (such as the Department of Transport in the case of rail operators) for delayed services.

Revenue is generated by lease licensing the software to customers. In addition to the core software, Tracsis also provides maintenance, training and consultancy services to its customers.

Consolidated Income Statement under IFRS

	Year ended 31 July
	2005 £'000	2006 £'000	2007 £'000
Revenue Administrative Expenses	216 (82)	500 (246)	742 (335)
Operating Profit	134	254	407

EXISTING MARKETS & CUSTOMERS

Train Operating Companies

The Train Operating Companies ("TOCs") in the UK are responsible for running regional and national rail networks since the privatisation of the rail industry as part of the Railways Act 1993. UK passenger franchises are awarded based on a tender process run by the Department of Transport.

Tracsis has historically generated the majority of its revenue from the passenger rail industry, and in particular, the TOCs.

Tracsis has identified 20 major passenger TOCs and several freight rail operators within the UK as potential customers. At present Tracsis have contractual relationships with six of these.

In addition to the UK passenger rail market, Tracsis have recently completed a pilot scheme with an overseas state run rail network. Pilot schemes are developed for potential customers on a short term, low-cost basis and have proven to be an effective method of engaging customers on a longer term contract once the benefits of the Tracsis Software have been demonstrated.

In addition to targeting new customers, the Directors believe there is scope to further enhance future revenue generated from the existing customer base through enhancing the current software offering.

Franchise Bid Support

The Tracsis Software is also used to support the bidding activities of transport operators when tendering for new rail franchises. Rail franchises are typically awarded on a 7-10 year basis, with break clauses for breach or poor performance. As each bid must be compiled and submitted within a 90 day period, the software can be used in a variety of ways to develop specific labour requirements which would be difficult to complete manually given this timescale. Given the renewal process, the Directors are of the opinion that revenue from bid support work will continue to be an important part of the Company's business in the future.

Bus Companies

Tracsis works with a major UK bus company with over 9,000 buses operating across a number of locations that currently utilise the BusTRACS software supplied by the Company for crew scheduling. The Directors believe that there will be opportunities in the future to expand further into the bus market and secure a larger market share.

FURTHER MARKETS, PRODUCT DEVELOPMENT AND STRATEGY

New Markets

The Directors are of the opinion that the Tracsis Software is suited to other transport sectors such as passenger airlines and rail freight, both of which have similar problem dynamics. The Company is currently exploring a number of opportunities in both the rail freight and airline sectors and the Directors anticipate at least one pilot project to commence in 2007.

The Directors believe that there is also increased scope for the adoption of Tracsis' products in markets outside the UK due to the international presence of some of its existing customers.

New Products

The Tracsis Software deals predominantly with solving the issue of efficient labour resource allocation. The Directors believe that there is a potential market for optimising the movements of vehicles in the transport industry and the Directors intend to invest in new products with a view to exploring these markets.

Vision

The Company's vision is to become a leading provider of operational planning software to global transport markets.

Directors

John Cameron McArthur (aged 32) Chief Executive Officer

John has been the Chief Executive Officer of Tracsis since the formation of the Company in January 2004. Prior to this he worked as an investment manager with Techtran, which specialises in developing the commercial potential of intellectual property developed at the University. John also worked for several years with Axiomlab plc, a technology venture capital company, and started his career with Arthur Andersen & Co. He holds a first class degree in Management Science from the University of Strathclyde in Glasgow.

Dr. Raymond Kwan (aged 50) Chief Technical Officer

Raymond is the Chief Technical Officer of Tracsis. He has a PhD in computer science and has dedicated his career to researching complex scheduling problems within the transport industry. Prior to the incorporation of Tracsis, Raymond worked as a senior lecturer within the School of Computing at the University, where he continues his research on a part time basis. Raymond has written a number of research papers published in journals covering driver scheduling.

Proposed Directors

Upon Admission, the Board of Tracsis will comprise John McArthur, Dr. Raymond Kwan and the four proposed directors whose biographies are set out below.

Rodney Desmond Jones (aged 55) Non-Executive Chairman

Rod has held a number of senior management roles in several different technology companies including: European Vice President at Cincom Systems Inc., International Director of Western Data Systems Inc. and President of NASDAQ listed Ross Systems Inc. He is currently Chief Executive Officer of Proactis plc, an AIM quoted provider of spend control software.

John Graeme Nelson (aged 60) Non-Executive Director

John is currently Chairman of First Class Partnerships; a strategic consultancy business which services the UK rail industry and is the `Operator of Last Resort' for the Department for Transport. Prior to this, John was the Chief Executive of Network South East, centered on London, and also headed up the Eastern Region of British Rail. John has also served as Director of Laing Rail Limited who operate Chiltern Railways and has served on the Board of South Eastern Trains and Hull Trains.

Charles Stephen Winward (aged 38) Non-Executive Director

Charles is an Investment Manager at IP Group plc, a company which holds shares in the Company through Techtran. Charles joined IP Group in April 2007 to manage investments in Top Technology Ventures Limited, the IP Group plc's venture capital fund management subsidiary. Previously Charles was Vice President of Technology Infrastructure at JP Morgan Chase & Co, where he worked in a variety of roles in London, New York and Brussels, and an investment manager at Axiomlab, an AIM-listed early stage investment specialist. Charles has an MBA from the University of California at Berkeley and a Bachelors Degree in mechanical engineering from the University of Bristol.

Jay Darren Bamforth (aged 38) Finance Director

Darren graduated from the University of Bradford with a degree in Business Studies. He qualified as a Chartered Accountant with KPMG, becoming a Senior Manager in 1998. Whilst at KPMG, Darren was responsible for managing a portfolio of audit and accountancy clients. In 2002 he left KPMG to establish his own business advisory practice which specialises in supporting early stage and growing companies. Darren will work with the Company on a part-time basis, until such time that the size of Tracsis demands a full time Finance Director.