Proposed acquisition of Mistral Data Limited

Tracsis PLC

29 July 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

29 July 2026

Tracsis plc

("Tracsis" or the "Group")

Proposed acquisition of Mistral Data Limited

Highly complementary acquisition; accelerates the transition to a scalable software product business with increased levels of recurring revenue

Tracsis (LSE: TRCS), a leading transport technology provider, announces that it has agreed to acquire Mistral Data Limited ("Mistral Data"), a wholly owned subsidiary of FirstGroup plc ("FirstGroup"), for an enterprise value of £48 million on a cash-free, debt-free basis (the "Acquisition"). The consideration will be payable in cash on completion, subject to customary adjustments.

Mistral Data is a UK rail software provider with a diversified portfolio of business-critical cloud-native software and data solutions that help Train Operating Companies ("TOCs") communicate with passengers, manage demand and revenue, run day-to-day operations, monitor rolling stock, and turn operational data into insight.

The Acquisition accelerates Tracsis' strategy to build a scalable, higher-margin transport software business. It will be funded from existing cash resources and debt facilities.

Completion is subject to receipt of clearance from the UK Competition and Markets Authority ("CMA") and certain other customary conditions. The transaction is expected to complete by no later than 31 October 2026.

Highlights

·	High-margin rail software business with good visibility of high-quality earnings: c.30% adjusted EBITDA1 margin in the twelve months ended 31 March 2026, with approximately 85% of revenue recurring under long-term contracts.
·	Strengthens Tracsis' position in its home UK rail software market: Highly complementary product set with minimal overlap broadens the Group's capabilities and extends its customer reach, including two new logos.
·	Financially accretive and supports strategic priorities: Expected to be materially earnings-enhancing and margin-accretive from completion while increasing the Group's proportion of Annual Recurring Revenue ("ARR").
·	Accelerates SaaS-led transition: Mistral Data's cloud-native platform provides the Group with the capability to develop, deploy and scale software products faster, across its existing and future customer bases.
·	Close cultural and operational fit: Mistral Data's product-led team, delivery model and customer-centric mindset align well with the 'One Tracsis' operating model and values-based culture.

David Frost, CEO of Tracsis, said:

"The proposed acquisition of Mistral Data is a highly strategic moment for Tracsis. Mistral Data is a high-quality business in the market we know best, with products that complement rather than compete with our own. Its products are built on a modern, cloud-native platform that delivers strong recurring revenues and high margins. Together, these attributes accelerate our transition to a scalable software product business.

It comes at a time of structural change across the UK rail industry. As the transition to Great British Railways gathers pace, alongside cost pressure and rising passenger expectations, operators need smarter, more integrated tools to support safer operations, improve punctuality, protect revenue, keep fleets running and enhance the passenger experience - with less reliance on fragmented legacy in-house systems.

We believe the combined Group will be well placed to meet this demand, bringing together complementary capabilities across planning, operations, passenger experience and data, to create a broader and more relevant proposition for UK rail customers.

We look forward to welcoming the Mistral Data team to the Group and to driving significant long-term value for our shareholders."

Information on Mistral Data

Established in 2010 as the technology innovation arm of FirstGroup, Mistral Data has developed into a provider of software and data solutions to the wider UK rail industry. Headquartered in London, it provides a portfolio of products spanning four areas: customer and revenue solutions; rail operations and staff communications; asset management and data platforms; and business intelligence and cloud security. It operates an efficient delivery model supported by established offshore development partners.

For the twelve months ended 31 March 2026, Mistral Data generated revenue of c.£13m and adjusted EBITDA¹ of c.£4m, representing an adjusted EBITDA margin of c.30%. Net assets at that date were £3.7m.

Strategic rationale

1. Strengthens Tracsis' position in a growing UK rail software market

·	Growth market: The core addressable UK rail software market is estimated to have grown at approximately 7% per annum between 2022 and 2025, and is forecast to grow at approximately 5% per annum to 20292.
·	Structural drivers: Industry trends - including the transition to Great British Railways - and sustained pressure on operators to improve punctuality, efficiency and passenger experience, are accelerating demand for integrated, data‑driven software and the replacement of legacy and in‑house systems.
·	Established position in UK rail: Mistral Data provides business-critical software to seven UK TOCs, including two new logos for Tracsis, demonstrating the maturity and relevance of its product portfolio in Tracsis' home market. The combined group will serve 22 of the 24 UK TOCs.
·	Strong cultural and operational fit: Mistral Data's product-led team, delivery model and customer-centric mindset align closely with the 'One Tracsis' operating model and values-based culture.

2. An attractive financial profile that supports long-term value creation

·	Good revenue visibility and history of growth: A subscription-led model with high levels of ARR - approximately 85% of Mistral Data's revenue is recurring under long-term contracts with major UK rail operators, alongside a consistent track record of revenue growth.
·	Immediately margin-accretive: An adjusted EBITDA margin of c.30% in the twelve months to 31 March 2026, comfortably above the Group's existing margin and therefore immediately margin-accretive before any synergies from the proposed combination.

3. Brings together a broader, highly complementary offering for rail customers

·	Highly complementary products: Mistral Data expands Tracsis' capabilities into customer communications, revenue management, rolling stock analytics and data platforms, which sit alongside, rather than overlap with, the Group's existing operational, planning and safety software.
·	Enhanced customer reach and proposition: Mistral Data extends the Group's customer reach with the combined offering providing rail customers with a broader set of proven tools across planning, operations, passenger engagement, analytics and data platforms, supporting improved decision-making and service delivery.

4. Accelerates the Group's transition to a scalable, SaaS-led model

·	Scalable architecture: Mistral Data's cloud-native SaaS platform provides the Group with the capability to develop, deploy and scale software products more quickly across UK rail and, over time, in international markets.
·	Supports strategic priorities: Increases the Group's proportion of recurring revenue, supports organic ARR growth and is accretive to Group margins, consistent with the growth transformation strategy set out at the Group's FY25 results.

Principal terms of the Acquisition

Under the terms of the agreement, Tracsis will acquire 100% of the issued share capital of Mistral Data Limited for an enterprise value of £48 million on a cash-free, debt-free basis. The consideration will be payable in cash on completion, subject to customary adjustments.

The consideration will be satisfied from Tracsis' existing cash resources and drawings under the Group's revolving credit facility, which has been extended by one year and increased to provide total capacity of up to £40 million, including a £5 million accordion.

On completion, the Group's net debt to adjusted EBITDA ratio is expected to be approximately 2.0x, reducing to approximately 1.0x by the end of December 2027 through free cash flow generation.

Investor presentation

Following completion, the Group intends to host a virtual investor presentation providing an overview of the enlarged group followed by Q&A. Details will be announced in due course.

¹ Adjusted EBITDA: Earnings before net finance income or expense, tax, depreciation, amortisation, exceptional items, other operating income or expense and share-based payment charges.

² Source: CIL Strategy Consultants analysis, based on a broad market interview programme and analysis of market and competitor data.

The information contained within this announcement is deemed by the Group to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

Enquiries:
Tracsis plc David Frost, CEO Andy Kelly, CFO	+44 (0)845 125 9162
Berenberg (Financial Adviser, Nominated Adviser & Corporate Broker) Miles Cox / Edward Lowe / Caoimhe Williams (M&A) Mark Whitmore / James Thompson / Ryan Mahnke	+44 (0)20 3207 7800
Alma Strategic Communications David Ison / Rebecca Sanders-Hewett / Joe Pederzolli / Will Merison	+44 (0)20 3405 0205 tracsis@almastrategic.com

Berenberg acted as financial adviser to Tracsis in relation to the Acquisition.

Notes to editors:

·	Tracsis plc is a technology company and a leading provider of software and hardware products, data capture and data analytics/GIS services for the rail, traffic data and wider transport industries.
·	Tracsis' products and services are widely used to increase efficiency, reduce cost and risk, improve operational and asset performance, improve safety management and decision-making capabilities and improve the overall end-user experience for clients and customers.
·	The Group is split into two principal operating areas built around detailed industry knowledge and expertise:
	-	Rail Technology & Services: A software, technology and product-led business. It develops and supplies software that solves complex resource, asset optimisation and control problems for Train Operators, and smart ticketing, Delay Repay and other retail software to improve the customer experience for rail users. It also develops remote condition monitoring hardware, data acquisition software, and safety and risk management software for rail infrastructure providers.
		Data, Analytics, Consultancy & Events: A largely services-led business that focuses on data capture, data analytics, GIS, earth observation, data insights, consultancy and event traffic management within a range of transport and pedestrian-rich environments. The business provides technology and bespoke products and data that underpin large-scale intelligent transport systems, smart city planning and positive environmental decision-making.
·	Tracsis has a blue-chip client base which includes all major UK transport owning groups, Network Rail, Passenger and Freight Train Operating Companies, the Department for Transport, TfL, multiple local authorities, major outdoor music and sporting event organisers, and a wide variety of large engineering and infrastructure companies. In North America, our clients include Class I rail freight companies, transit operators, shortline railroads and several large rail-served ports and industrials.
·	The business drives growth both organically and through acquisition and has made eighteen  acquisitions since 2008.

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