REG - Cohort PLC - Half Year Results
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RNS Number : 9879K Cohort PLC 10 December 2025
One Waterside Drive
Arlington Business Park
Reading
Berks
RG7 4SW
10 December 2025
COHORT PLC
("Cohort" or "the Group")
HALF YEAR RESULTS
FOR THE SIX MONTHS ENDED 31 OCTOBER 2025
Robust performance with strong order book sustained
Cohort plc, the independent technology group, today announces its half year
results for the six months ended 31 October 2025.
Financial highlights
• Revenue up 9% to £128.8m (2024: £118.2m).
• Adjusted* operating profit marginally lower, as expected, at
£9.7m (2024: £10.1m). A net margin of 7.5% (2024: 8.6%).
• Adjusted* earnings per share of 16.16 pence (2024: 20.00 pence),
reflecting the half's adjusted* operating profit and higher weighted share
capital.
• Order intake of £122.3m (2024: £139.2m), 0.9x the period's
revenue (2024: 1.2x).
• Sustained strong order book of £604.5m at 31(st) October (30
April 2025: £616.4m).
• Interim dividend increased 10% to 5.80 pence per share (2024: 5.25
pence per share), reflecting the Board's confidence in the Group's growth
prospects and continued commitment to our progressive dividend policy.
• Net debt at 31 October 2025 of £32.5m as highlighted in the AGM
Update announcement (31 October 2024: £37.9m net funds; 30 April 2025: £5.3m
net funds), reflecting planned capital expenditure and working capital build
ahead of record planned deliveries in H2.
Operational highlights
• The increased revenue was driven by a strong maiden first half
contribution from EM Solutions and increases from all Group businesses except
MCL (the latter following a record result in the comparative period in 2024).
• The Communications and Intelligence division delivered a 23.2%
increase in adjusted* operating profit on a 13.2% increase in revenue, a net
margin of 16.8% (2024: 15.5%). The result included a maiden contribution from
EM Solutions and stronger performances at MASS and EID.
• The Sensors and Effectors division's net margin of 4.8% (2024: 8.3%)
in part reflects the expected higher levels of low margin deliveries on the
Italian sonar programme, and the sale of SEA's Transport business early in the
period (30 June 2025), with an improved performance at Chess.
• Order intake was good at MASS, especially Electronic Warfare
Operational Support; Chess and SEA also reported order intake above or close
to their respective revenue levels for the first half.
Looking forward
• The order book of £604.5m includes over £145m of revenue
deliverable in the second half. Together with H1 revenues, this covers 94% of
consensus forecast revenue for the full financial year. As of early December,
this cover now stands at 96%.
• Our outlook for the full year remains unchanged. Increased delivery
in both divisions is expected to contribute to the anticipated full-year
growth in Group profit performance and adjusted* earnings per share.
• We continue to see a positive outlook for organic growth in the
coming years underpinned by healthy demand in our core defence markets.
* Adjusted figures exclude the effects of marking forward exchange
contracts to market value (£324k credit; 2024: £100k charge), amortisation
of other intangible assets (£2.6m; 2024: £1.0m), exceptional items (£0.5m
credit; 2024: nil) and acquisition costs (£nil; 2024: £0.2m).
Commenting on the results, Nick Prest CBE, Chairman of Cohort, said:
"The Group delivered an increased revenue performance in the first half. As
expected, adjusted operating profit was slightly short of last year's record
performance due to the margin mix in Sensors and Effectors. Solid order intake
ensured we have sustained our very strong order book at a high level, whilst
the increased interim dividend reflects the Board's confidence in the Group's
growth prospects and continued commitment to our progressive dividend policy."
"Increased delivery in both divisions is expected to contribute to the
anticipated full-year growth in Group profit performance and our outlook for
the full year remains unchanged in terms of revenue, adjusted operating
profit, adjusted earnings per share and closing net funds. We continue to see
a positive outlook for organic growth in the coming years underpinned by
healthy demand in our core defence markets."
Dividend timetable:
Interim dividend announcement date
10 December 2025
Record
date
9 January 2026
Dividend payment
date
17 February 2026
Dividend Reinvestment Plan ('DRIP') election date 26 January 2026
A DRIP is provided by Equiniti Financial Services Limited. The DRIP enables
the Company's shareholders to elect to have their cash dividend payments used
to purchase the Company's shares. The latest election date is advised above.
More information can be found at www.shareview.co.uk/info/drip
(https://protect.checkpoint.com/v2/r06/___http:/www.shareview.co.uk/nsktdiwnu___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6YTE2Mjo1NDMyOTc5ZWJjNzk1ZGZkNGIzMWNhZDY5Y2FlNzA1MTI5YzllNjYxNDc5Yzk5NzA3NDMwMDVjNWJkODY5MTUzOnA6RjpU)
.
Analyst Presentation
A meeting is being held today, for analysts, hosted by Andy Thomis, Chief
Executive, and Simon Walther, Finance Director, at 09:15 for a 09:30 start.
Please contact MHP via cohort@mhpgroup.com (mailto:cohort@mhpgroup.com) if you
wish to attend.
For those unable to attend in person, a recording of the presentation will be
made available on Cohort's website:
https://www.cohortplc.com/investors/results-reports-presentations
(https://protect.checkpoint.com/v2/r06/___https:/www.cohortplc.com/nsAjxytwxdwjxzqyx-wjutwyx-uwjxjsyfyntsx___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6YzI3ZTphMmQ3YjcxOTRiZDQzYWIyZmY2OTVhYmM1MTg0MWM1ZTRmZTM0YmY0YmMzMmZkYjhiMmVkMzgxMDUwYmFkMzc1OnA6RjpU)
For further information please contact:
Cohort plc 0118 909 0390
Andy Thomis, Chief Executive
Simon Walther, Finance Director
Kellie Young, Marketing and Corporate Communications
Investec Bank Plc (NOMAD and Broker) 020 7597 5970
Carlton Nelson, Christopher Baird
MHP 07557 741 217
Reg Hoare, Ollie Hoare, Hugo Harris cohort@mhpgroup.com
NOTES TO EDITORS
Cohort plc (www.cohortplc.com
(https://protect.checkpoint.com/v2/r06/___http:/www.cohortplc.com/___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6MjRlNTpkNDM1NzllZDdlZDliNTQxMDVkMzllZGU5ZjY4YTMwNTIzODZmMGRmYzEyMWFhYWJjNWMxMjE3ODM5MjA5ZmZhOnA6RjpU)
) is the parent company of seven innovative, agile and responsive businesses
based in the UK, Australia, Germany and Portugal, providing a wide range of
services and products for domestic and export customers in defence and related
markets.
Cohort (AIM: CHRT) was admitted to London's Alternative Investment Market in
March 2006. It has headquarters in Reading, Berkshire and employs in total
over 1,600 core staff there and at its other operating company sites across
the UK, Australia, Germany, and Portugal.
The Group is split into two divisions - Communications and Intelligence, and
Sensors and Effectors:
Communications and Intelligence ("C&I")
· EID designs and manufactures advanced communications systems for
naval and military customers. Cohort acquired a majority stake in June
2016. www.eid.pt
(https://protect.checkpoint.com/v2/r06/___http:/www.eid.pt/___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6Nzg4ZTpkNWRiNmY3MWM0NmYxYzM5ZDRlMGMxNmQ5YTlhY2ZhZjE3MmU2N2IxOTVlM2U1YjAyYmZiZGZhNmIxYmM0YmZmOnA6RjpU)
· EM Solutions designs, assembles, tests, and supports advanced
mobile satellite communications terminals for naval and other customers. It
also provides advanced radio frequency devices and subsystems for defence and
commercial markets. Acquired by Cohort in January
2025. www.emsolutions.com.au
(https://protect.checkpoint.com/v2/r06/___https:/uk.advfn.com/xythp-rfwpjydqtsitsdhtmtwy-HMWYdxmfwj-sjBxdHtmtwy-UQH-Kzqq-3jfw-Ywfinsl-Zuifyjdc*~*68b5*~2*___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6OTFlZTphODI0NzlkYTFjMjI3ODQxNDNlMTliZDRiOGJhYmQ2ZTFhYzU4ODRjYWY2Mzg3YWEzOWI1YWU3YWZmYWI5NDU5OnA6RjpU)
· MASS is a specialist data technology company serving the defence
and security markets, focused on electronic warfare, digital services, and
training support. Acquired by Cohort in August 2006. www.mass.co.uk
(https://protect.checkpoint.com/v2/r06/___http:/www.mass.co.uk/___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6MTcxZjo2OGJmM2YwMGIxYzAzYTkwMWNiZGQ3ZWQ0NmU1MjY1N2ZhNTZmMDEzMjkwZmU4ZmY3YWNlOWUxNjVhNjdmZjgxOnA6RjpU)
· MCL designs, sources, and supports advanced electronic and
surveillance technology for UK end users including the MOD and other
government agencies. MCL has been part of the Group since July
2014. www.marlboroughcomms.com
(https://protect.checkpoint.com/v2/r06/___http:/www.marlboroughcomms.com/___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6ZTY3YjpiMmFlNzU0YWYwOTQ2MDE5YzIxMWE5MTgyZDU0MDVhMzk0MmIyNDdmY2U2OWNkOGRmZTA0YjM4YWY5MTc2NzU0OnA6RjpU)
Sensors and Effectors ("S&E")
· Chess Dynamics offers surveillance, tracking and fire-control
systems to the defence and security markets. Chess has been part of the Group
since December 2018. www.chess-dynamics.com
(https://protect.checkpoint.com/v2/r06/___http:/www.chess-dynamics.com/___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6MDEwNDo4ZGUwYTdlNmVjOTgyMmYxOTM1NTk5ZWFmOTYyODRjNTgxN2E5NWIwMjNjNmU3YzAyNzk1MzJhZTdjZGIyOTM0OnA6RjpU)
· ELAC SONAR supplies advanced sonar systems and underwater
communications to global customers in the naval marketplace. Acquired by
Cohort in December 2020. www.elac-sonar.de
(https://protect.checkpoint.com/v2/r06/___http:/www.elac-sonar.de/___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6M2YyYjo1ZDI3YWRlYzk1NTFhYmIxY2ExZGY2N2E1OTNhOTZiYjkzMDkyZmE0MGM0YWFhODZjYjIwOWJiMTYyNDdlZjdkOnA6RjpU)
· SEA delivers and supports technology-based products for the
defence and transport markets alongside specialist research and training
services. Acquired by Cohort in October 2007. www.sea.co.uk
(https://protect.checkpoint.com/v2/r06/___http:/www.sea.co.uk/___.ZXV3MjpuZXh0MTU6YzpvOmJmZmY3YWQyYjUxZTU3YzUyY2I1NGVlMjQyM2Y5YWQzOjc6NzIwZTo5ZTc5ODcxZDdiZGQzNWU3OWNiMzg4NzZkNzU3NzU4NTg1NTMwZmJlZTlkMTcxNTBkNjcyMmYzNTQ2NTFkMGM4OnA6RjpU)
Chairman's statement
Cohort delivered a stronger revenue performance for the six months ended 31
October 2025 compared to the same period last year. As we indicated in our AGM
announcement (25 September 2025), the adjusted operating profit is slightly
lower.
Overall, the Group's adjusted operating profit was £9.7m (2024: £10.1m) on
revenue up 9% at £128.8m (2024: £118.2m). The adjusted operating profit
margin of 7.5% (2024: 8.6%) is a result of the weaker margin mix in Sensors
and Effectors. This was most pronounced at ELAC SONAR where the contribution
from the low margin Italian project increased as we near completion of the
first boat system, and at SEA where we saw a continued contribution from low
margin projects. We expect the second half adjusted operating profit margin to
be much stronger, in part due to some of these first half factors being closed
out. We also expect to see stronger operational leverage due to the higher
level of second half revenue, most of which is on order. Our expectation
remains that the Group will move towards our mid-teen percent target for
operating margin in the coming years.
We again increased our employee headcount from 1,418 to 1,647 in the year to
31 October 2025. The increase included additional recruitment as well as the
addition of the 125 employees of EM Solutions acquired in January 2025. This
increase in resource is needed to deliver the Group's growth plans in the
coming years. We opened a new office in La Spezia, Italy, to support ELAC
SONAR's growing relationship with the Italian Navy and a new facility in
Ottawa, Canada, for SEA to manufacture Torpedo Launch Systems and provide
enhanced support for the Royal Canadian Navy.
Cohort continues to support the organic growth efforts of its operating
businesses. Examples include the Group's large collective presence at the
biennial Defence Equipment and Systems International exhibition in London in
September, and the recent signing of a Memorandum of Understanding with Hanwha
Ocean covering opportunities for four of the Group's seven subsidiaries.
The Group's order intake was £122.3m (2024: £139.2m) delivering a closing
order book of £604.5m, just below the year end record of £616m. On-contract
revenue stretches out to the mid-2030s. We saw particularly good order intake
from MASS and EM Solutions within Communications and Intelligence and at Chess
and SEA in Sensors and Effectors.
On 31 October 2025, net debt was, as expected, £32.5m, compared to net funds
of £5.3m on 30 April 2025. The cash outflow in the first half of the year was
as a result of planned capital investment including the completion of ELAC
SONAR's new facility in Kiel and working capital build for delivery in the
second half. Our expectations for closing net funds for the full year are
unchanged.
Our aim is to be recognised for our results, but I was nevertheless pleased
that Cohort was named Growth Business of the Year at the 2025 AIM awards. The
Group also received the award for Company of the Year at the Small Cap Awards,
where Cohort Chief Executive Andrew Thomis was named Executive Director of the
Year.
Governance
The Board regularly evaluates and reviews the Group's environmental, social
and governance (ESG) activity and is committed to maintaining appropriate
standards. We continue to make good progress with a wide range of initiatives
at subsidiary level with Chess, EID, MCL and SEA being ISO 14001 accredited.
Each UK subsidiary has published its carbon reduction plan. The Group's
values, customer engagement principles and governance policies are all
outlined on Cohort's website and in the Annual Report and Accounts.
In addition, the Group carried out an initial cyber maturity assessment at
MASS and SEA using the NIST framework and will roll this out across the Group
in the second half of the financial year.
Key financials
For the six months ended 31 October 2025 the Group's revenue was £128.8m
(2024: £118.2m), of which £62.3m was in Communications and Intelligence
(2024: £55.2m) and £66.6m in Sensors and Effectors (2024: £64.2m).
The Group's adjusted operating profit in the period was £9.7m (2024:
£10.1m). Central costs were £4.0m (2024: £3.7m). Cohort made an operating
profit of £8.0m after recognising amortisation of intangible assets (£2.6m),
a credit on marking forward exchange contracts to market value (£0.3m) and an
exceptional gain on the disposal of its Transport business (£0.5m), (2024:
operating profit of £8.8m, after amortisation of intangible assets (£1.0m),
acquisition costs (£0.2m) and a charge on marking forward exchange contracts
to market value (£0.1m)).
Adjusted earnings per share for the six months ended 31 October 2025 decreased
to 16.16 pence (2024: 20.00 pence). The tax rate in respect of the profit
before tax was 16.8% (2024: 20.0%). Basic earnings per share were 13.41 pence
(2024: 17.55 pence).
The cash outflow from operations of £27.9m (2024: inflow of £34.7m)
reflected a build in working capital ahead of second half deliveries as well
as payments in respect of dividends (£5.0m) and capital expenditure (£10.3m)
resulting in net debt at 31 October 2025 of £32.5m (30 April 2025: net funds
of £5.3m). The capital expenditure included a further scheduled spend of £7m
on ELAC SONAR's new facility, which was delivered on time. The total spend for
this project was around £21m over the three years from 2022 to 2025, and
final payments will be made in the second half of this financial year. We
expect our net funds to be in line with previous expectations for the full
year.
Communications and Intelligence
A first contribution from EM Solutions offset the fall in MCL's revenue from
its record level of last year. Underlying improvements at both EID and MASS
drove the revenue for this division to £62.2m (2024: £55.7m), a 13%
increase. The adjusted operating profit of £10.4m for the six months to 31
October 2025 (2024: £8.5m) was 23% higher, delivering an adjusted operating
profit margin of 16.8% (2024: 15.5%). A major factor in the improved net
margin was the contribution from EM Solutions as well as a much lower loss at
EID. The division's order book increased to £203.6m (30 April 2025:
£202.4m), mostly driven by good order intake at MASS, especially in
Electronic Warfare Operational Support and EM Solutions winning more work from
Australia and Norway. We continue to see good opportunities for this division,
including satellite communications for Germany, Japan and the UK, further
communications system orders in Portugal, both Army and Navy as well as
further export opportunities at MASS.
Sensors and Effectors
Revenue of £66.6m (2024: £64.2m) within Sensors and Effectors delivered an
adjusted operating profit of £3.2m, (2024: £5.3m) with a net margin of 4.8%
(2024: 8.4%). Despite a small growth in revenue, the adjusted operating profit
was down on last year reflecting much weaker mix at ELAC SONAR and SEA where
we saw more activity on low margin projects, particularly the Italian sonar
programme. Chess did deliver a profit compared with last year's loss but its
net margin of 5% remains well below our targets. We expect an improved second
half from Chess and to achieve mid-teen percentage net margins by 2027/28.
The division's closing order book was £400.9m (30 April 2025: £414.0m) with
£58.8m of order intake in the first half of the year. The pipeline of
opportunities for this division remains strong with good prospects for Krait,
both export and the UK, counter-drone systems, Ancilia in export markets and
sonar solutions for surface and underwater vessels, both manned and unmanned.
We completed the sale of SEA's Transport business on 30 June 2025 for net
proceeds of £5.9m. The exceptional profit of £0.5m recognised was after
charging net assets (including provisions) (£1.0m), allocation of goodwill
(£3.9m) and transaction costs (£0.5m).
Dividend
The Board has declared an interim dividend of 5.80 pence per share (2024: 5.25
pence per share), an increase of 10%. The interim dividend is payable on 17
February 2026 to shareholders on the register at 9 January 2026.
Outlook
The order book of £604.5m includes around £145m of revenue deliverable in
the second half. Together with H1 revenues, this covers 94% of consensus
forecast revenue for the full financial year. As of early December, this cover
was 96%. Increased delivery in both divisions is expected to contribute to the
anticipated full-year growth in Group profit performance and our outlook for
the full year remains unchanged in terms of revenue, adjusted operating
profit, adjusted earnings per share and closing net funds. We continue to see
a positive outlook for organic growth in the coming years underpinned by
healthy demand in our core defence markets.
Nick Prest CBE
Chairman
10 December 2025
Consolidated income statement
for the six months ended 31 October 2025
Notes Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue 2 128,816 118,238 270,043
Cost of sales (86,907) (79,986) (179,618)
Gross profit 41,909 38,252 90,425
Administrative expenses (33,927) (29,436) (64,323)
Operating profit 2 7,982 8,816 26,102
Operating profit comprises:
Adjusted operating profit 2 9,680 10,111 27,475
Amortisation of other intangible assets (included in administrative expenses) (2,568) (996) (3,032)
Credit/(charge) on marking forward exchange contracts to market value at the 324 (100) 138
period end (included in cost of sales)
Acquisition related costs (included in administrative expenses) - (199) (1,734)
Profit on disposal of Transport business from Sensors and Effectors (included 546 - -
in administrative expenses)
Research and development expenditure credits (RDEC) - - 3,255
(included in cost of sales)
Operating profit 7,982 8,816 26,102
Finance income 219 318 1,125
Finance costs (1,120) (628) (1,599)
Profit before tax 7,081 8,506 25,628
Income tax expense 3 (1,069) (1,701) (6,008)
Profit for the period 6,012 6,805 19,620
Attributable to:
Equity shareholders of the parent 6,113 7,102 19,249
Non-controlling interests (101) (297) 371
6,012 6,805 19,620
Earnings per share Pence Pence Pence
Basic 4 13.41 17.55 45.07
Diluted 4 13.14 17.34 44.25
All profit for the period is derived from continuing operations.
Consolidated statement of comprehensive income
for the six months ended 31 October 2025
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Profit for the period 6,012 6,805 19,620
Foreign currency translation differences on net assets of
overseas subsidiaries 3,519 (193) (5,502)
Changes in retirement benefit obligations - - 1,827
Other comprehensive income(expense) for the period, net of tax 3,519 (193) (3,675)
Total comprehensive income for the period 9,531 6,612 15,945
Attributable to:
Equity shareholders of the parent 9,583 6,973 15,625
Non-controlling interests (52) (361) 320
9,531 6,612 15,945
Consolidated statement of changes in equity
for the six months ended 31 October 2025
Attributable to the equity shareholders of the parent
Share Share Own Share Retained Total Non- Total
capital premium shares option earnings £'000 controlling equity
£'000 account £'000 reserve £'000 interests £'000
£'000 £'000 £'000
At 1 May 2024 4,161 32,157 (4,569) 2,859 74,066 108,674 1,166 109,840
Profit/(loss) for the period - - - - 7,102 7,102 (297) 6,805
Other comprehensive expense for the period - - - - (129) (129) (64) (193)
Total comprehensive income/(expense) for the period - - - - 6,973 6,973 (361) 6,612
Transactions with owners of the Group and non-controlling interests recognised
directly in equity:
Issue of new shares 26 1,356 - - - 1,382 - 1,382
Equity dividend - - - - (4,095) (4,095) - (4,095)
Vesting of Restricted Shares - - - - 133 133 - 133
Own shares purchased - - (3,998) - - (3,998) - (3,998)
Own shares settled - - 889 - - 889 - 889
Net loss on settling of own shares - - 267 - (267) - - -
Share-based payments (including deferred tax) - - - 440 - 440 - 440
At 31 October 2024 - unaudited 4,187 33,513 (7,411) 3,299 76,810 110,398 805 111,203
At 1 May 2024 4,161 32,157 (4,569) 2,859 74,066 108,674 1,166 109,840
Profit for the year - - - - 19,249 19,249 371 19,620
Other comprehensive expense for the year - - - - (3,624) (3,624) (51) (3,675)
Total comprehensive income for the year - - - - 15,625 15,625 320 15,945
Transactions with owners of the Group and non-controlling interests,
recognised directly in equity
Issue of new shares 507 40,797 - - - 41,304 - 41,304
Equity dividends - - - - (6,476) (6,476) - (6,476)
Vesting of Restricted Shares - - - - 133 133 - 133
Own shares purchased - - (3,998) - - (3,998) - (3,998)
Own shares settled - - 889 - - 889 - 889
Net loss on settling own shares - - 267 - (267) - - -
Share-based payments - - - 1,375 - 1,375 - 1,375
Deferred tax adjustment in respect of share-based payments - - - 1,080 - 1,080 - 1,080
Transfer of share option reserve on vesting of options - - - (651) 651 - - -
At 30 April 2025 - audited 4,668 72,954 (7,411) 4,663 83,732 158,606 1,486 160,092
At 1 May 2025 4,668 72,954 (7,411) 4,663 83,732 158,606 1,486 160,092
Profit/(loss) for the period - - - - 6,113 6,113 (101) 6,012
Other comprehensive income for the period - - - - 3,470 3,470 49 3,519
Total comprehensive income/(expense) for the period - - - - 9,583 9,583 (52) 9,531
Transactions with owners of the Group and non-controlling interests recognised
directly in equity:
Issue of new shares 24 1,256 - - - 1,280 - 1,280
Equity dividend - - - - (5,039) (5,039) - (5,039)
Vesting of Restricted Shares - - - - 71 71 - 71
Own shares settled - - 1,066 - - 1,066 - 1,066
Net loss on settling of own shares - - 93 - (93) - - -
Share-based payments (including deferred tax) - - - (84) - (84) - (84)
At 31 October 2025 - unaudited 4,692 74,210 (6,252) 4,579 88,254 165,483 1,434 166,917
Consolidated statement of financial position
as at 31 October 2025
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Assets
Non-current assets
Goodwill 79,129 51,513 76,600
Other intangible assets 48,359 3,725 49,087
Right of use asset 9,912 7,487 9,688
Property, plant, and equipment 39,402 24,285 31,009
Deferred tax asset 9,288 2,572 4,745
Restricted cash 4,167 - 3,198
190,257 89,582 174,327
Current assets
Inventories 56,612 39,271 52,081
Trade and other receivables 106,320 70,451 88,984
Current tax assets 7,540 3,263 6,495
Derivative financial instruments 56 103 45
Cash and cash equivalents 53,159 75,368 74,646
223,687 188,456 222,251
Total assets 413,944 278,038 396,578
Liabilities
Current liabilities
Trade and other payables (111,739) (98,977) (126,579)
Current tax liabilities (3,921) (2,789) (3,708)
Derivative financial instruments (85) (431) (190)
Lease liabilities (2,258) (1,794) (2,313)
Bank borrowings (37,546) (26,127) (36,986)
Provisions (8,685) (10,953) (6,441)
(164,234) (141,071) (176,217)
Non-current liabilities
Deferred tax liability (6,128) (1,115) (13,450)
Lease liabilities (7,171) (6,322) (7,166)
Bank borrowings (48,152) (11,341) (32,410)
Provisions (18,193) (2,356) (4,054)
Retirement benefit obligations (3,149) (4,630) (3,189)
(82,793) (25,764) (60,269)
Total liabilities (247,027) (166,835) (236,486)
Net assets 166,917 111,203 160,092
Equity
Share capital 4,692 4,187 4,668
Share premium account 74,210 33,513 72,954
Own shares (6,252) (7,411) (7,411)
Share option reserve 4,579 3,299 4,663
Retained earnings 88,254 76,810 83,732
Total equity attributable to the equity shareholders of the parent 165,483 110,398 158,606
Non-controlling interests 1,434 805 1,486
Total equity 166,917 111,203 160,092
Consolidated cash flow statement
for the six months ended 31 October 2025
Notes Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Net cash (used in)/generated from operating activities 6 (31,592) 31,407 51,184
Cash flow from investing activities
Interest received 219 318 1,125
Purchases of property, plant and equipment (10,334) (6,655) (13,182)
Sale of Transport business 5,892 - -
Acquisition of subsidiary (net of cash acquired) 7 - (2,989) (81,589)
Net cash used in investing activities (4,223) (9,326) (93,646)
Cash flow from financing activities
Issue of new shares 1,280 1,382 2,058
Share placement net of associated transaction costs - - 39,246
Dividends paid (5,039) (4,095) (6,476)
Purchase of own shares - (3,998) (3,998)
Sale of own shares 1,066 889 889
Drawdown of borrowings 15,051 - 16,780
Repayment of borrowings - (5,000) -
Repayment of lease liabilities (1,296) (1,114) (2,317)
Net cash generated from/(used in) financing activities 11,062 (11,936) 46,182
Net (decrease)/increase in cash and cash equivalents (24,753) 10,145 3,720
Represented by:
Cash and cash equivalents brought forward 38,511 39,667 39,667
Net (decrease)/increase in cash and cash equivalents (24,753) 10,145 3,720
Exchange gains/(losses) 2,910 (571) (4,876)
Cash and cash equivalents carried forward 16,668 49,241 38,511
Net funds reconciliation
At 1 May Effect of foreign Cash flow At 31 October
2025 exchange rate £'000 2025
£'000 changes £'000
£'000
Cash and bank 74,646 2,911 (24,398) 53,159
Bank overdrafts (36,135) - (356) (36,491)
Cash and cash equivalents 38,511 2,911 (24,754) 16,668
Loan (33,261) (895) (15,051) (49,207)
Net funds/(debt) 5,250 2,016 (39,805) (32,539)
The above analysis excludes IFRS 16 leases which are disclosed on the face of
the statement of financial position.
Notes to the interim report
for the six months ended 31 October 2025
1. Basis of preparation
The financial information contained within this Interim Report has been
prepared applying the recognition and measurement requirements of UK-adopted
International Accounting Standards expected to apply at 30 April 2026. As
permitted, this Interim Report has been prepared in accordance with the AIM
Rules for Companies and is not required to comply with IAS 34 'Interim
Financial Reporting'. This Interim Report is presented in Sterling and all
values are rounded to the nearest thousand pounds (£'000) except where
otherwise indicated.
For management and reporting purposes, the Group, for the period just ended,
operated through two divisions operating primarily in defence and security
markets, and with a strong emphasis on technology, innovation and specialist
expertise.
These divisions are the basis on which the Company, Cohort plc, currently
reports its primary segmental information and are as follows:
• Communications and Intelligence, comprising EID, EM Solutions,
MASS and MCL; and
• Sensors and Effectors, comprising Chess, ELAC SONAR and SEA.
Going concern
The Group meets its day-to-day working capital requirements through a facility
which was renewed in July 2022 and extended to July 2027. The facility is for
a £50m revolving credit facility. Both the current domestic economic
conditions and continuing UK Government budget pressures create uncertainty,
particularly over the level of demand for the Group's products and services,
specifically in respect of UK defence spending (UK MOD represents 41% of the
Group's 2025/26 first half revenue - 2024/25: 56%). The current heightened
international security situation, especially the ongoing conflict in Ukraine,
has increased the focus of governments, particularly in NATO, on defence
capability and how this should be enhanced, including increased investment.
The Group's forecasts and projections, taking account of reasonably possible
changes in trading performance for a period of at least 12 months from the
date of signing this Interim Report, show that the Group should be able to
operate within the level of its current facility. As stated in our 2025 Annual
Report, the Group is now in discussions with its banks regarding a new
facility. The expectation is that this will be in place before we announce our
year end results in July 2026.
The directors have a reasonable expectation that the Company and Group have
adequate resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of accounting in
preparing this Interim Report.
(A) Statutory accounts
The financial information set out above does not constitute the Group's
statutory accounts for the year ended 30 April 2025. RSM UK Audit LLP has
reported on these accounts; its report was (i) unqualified, (ii) did not
include a reference to any matters to which the auditor drew attention by way
of emphasis, or material uncertainty, without qualifying its report and (iii)
did not contain a statement under Sections 498(2) or (3) of the Companies Act
2006. In accordance with Section 434 of the Companies Act 2006, the unaudited
results do not constitute statutory financial statements of the Company. The
six months results for both years are unaudited.
(B) Statement of compliance
The accounting policies applied by the Group in this Interim Report are
consistent with its Consolidated financial statements for the year ended 30
April 2025 and are in accordance with UK-adopted International Accounting
Standards. The accounting policies have been applied consistently to all
periods presented in the Consolidated financial statements of this Interim
Report.
Critical accounting estimates and judgements
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amounts of certain assets and liabilities.
Estimates and judgements as applied to items, including goodwill, revenue
recognition, recoverability of trade and other receivables, provisions and
taxation have not materially changed since the year end. Provisional
acquisition related judgements have been finalised as per note 7.
The Interim Report was approved by the Board for issue on 10 December 2025.
2. Segmental analysis of revenue and adjusted operating profit
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue
Communications and Intelligence 62,281 55,206 124,966
Sensors and Effectors 66,572 64,184 145,390
Inter-segment revenue (37) (1,152) (313)
128,816 118,238 270,043
Operating profit comprises:
Adjusted operating profit of:
Communications and Intelligence 10,449 8,484 21,095
Sensors and Effectors 3,205 5,324 12,654
Central costs (3,974) (3,697) (6,274)
Adjusted operating profit 9,680 10,111 27,475
Credit/(charge) on marking forward exchange contracts to market value at the 324 (100) 138
period end
Costs of acquisitions - (199) (1,734)
Amortisation of intangible assets (2,568) (996) (3,032)
Disposal of Transport business from Sensors and Effectors 546 - -
Research and development expenditure credits (RDEC) - - 3,255
Operating profit 7,982 8,816 26,102
All revenue and adjusted operating profits are in respect of continuing
operations.
The operating profit as reported under IFRS is reconciled to the adjusted
operating profit as reported above.
The adjusted operating profit is presented in addition to the operating profit
to provide the trading performance of the Group as derived from its
constituent elements on a comparable basis from period to period.
The Group's adjusted operating profit includes the cost of share options of
£219,000 for the six months ended 31 October 2025 (six months ended 31
October 2024: £945,000; year ended 30 April 2025: £1,375,000).
The chief operating decision maker as defined by IFRS 8 has been identified as
the Board.
Revenue analysis by sector and type of deliverable
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£m % £m % £m %
By sector
UK defence 52.6 41 66.2 56 134.0 50
UK security 2.8 2 2.4 2 5.9 2
UK other 1.2 1 4.0 3 8.0 3
Total UK 56.6 44 72.6 61 147.9 55
Australian defence and security 12.9 10 - - 7.8 3
Portuguese defence and security 5.5 4 3.5 3 17.6 7
German defence and security 4.1 3 1.6 1 3.0 1
Home market revenue 79.1 61 77.7 65 176.3 65
Export defence and security 44.5 34 38.0 32 87.3 33
Export other (non-defence and security) 5.2 5 2.5 3 6.4 2
Total revenue 128.8 100 118.2 100 270.0 100
The Group's total revenue in terms of type of deliverable is analysed as
follows:
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£m % £m % £m %
Product 98.7 77 88.2 75 207.4 77
Services 30.1 23 30.0 25 62.6 23
Total revenue 128.8 100 118.2 100 270.0 100
3. Income tax expense
The income tax expense comprises:
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
UK corporation tax: in respect of this period 822 967 6,587
UK corporation tax: in respect of prior periods - - (377)
Australian corporation tax: in respect of this period (33) - 448
German corporation tax: in respect of this period 543 509 351
Portuguese corporation tax: in respect of this period 20 26 (298)
Portuguese corporation tax: in respect of prior periods - - (10)
Other foreign corporation tax: in respect of this period - - (4)
1,352 1,502 6,697
Deferred taxation: in respect of this period (283) 199 270
Deferred taxation: in respect of prior periods - - (959)
(283) 199 (689)
1,069 1,701 6,008
The income tax charge for the six months ended 31 October 2025 is based upon
the anticipated charge for the full year ending 30 April 2026.
4. Earnings per share
The earnings per share are calculated as follows:
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Earnings
Basic and diluted earnings attributable to owners 6,113 7,102 19,249
(Credit)/charge on marking forward exchange contracts to market at the period (243) 75 (103)
end (net of income tax)
Gain on sale of SEA Transport business (546) - -
Cost of acquisitions - 199 1,734
Group's share of amortisation of intangible assets (net of income tax) 2,046 716 2,374
Adjusted basic and diluted earnings 7,370 8,092 23,254
Number Number Number
Weighted average number of shares
For the purposes of basic earnings per share 45,594,840 40,467,776 42,712,549
Share options 912,707 478,853 784,652
For the purposes of diluted earnings per share 46,507,547 40,946,629 43,497,201
The weighted average number of ordinary shares for the six months ended 31
October 2025 excludes 1,025,699 ordinary shares held by the Cohort plc
Employee Benefit Trust (which do not receive a dividend) for the purposes of
calculating earnings per share (six months ended 31 October 2024: 1,215,927;
year ended 30 April 2025: 1,215,927).
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
Pence Pence Pence
Earnings per share
Basic 13.41 17.55 45.07
Diluted 13.14 17.34 44.25
Adjusted earnings per share
Basic 16.16 20.00 54.44
Diluted 15.85 19.76 53.46
5. Dividends
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
Pence Pence Pence
Dividends per share proposed in respect of the period
Interim 5.80 5.25 5.25
Final - - 11.05
The interim dividend for the six months ended 31 October 2025 is 5.80 pence
(six months ended 31 October 2024: 5.25 pence) per ordinary share. This
dividend will be payable on 17 February 2026 to shareholders on the register
at 9 January 2026.
The dividends paid during the year ended 30 April 2025 was 15.35 pence per
ordinary share, comprising 10.10 pence of final dividend for the year ended 30
April 2024 and 5.25 pence of interim dividend for the six months ended 31
October 2024.
6. Net cash (used in)/generated from operating activities
Six months ended Six months ended Year ended
31 October 2025 31 October 2024 30 April 2025
Unaudited Unaudited Audited
£'000 £'000 £'000
Profit for the period 6,012 6,805 19,620
Adjustments for:
Tax expense 1,069 1,701 6,008
Depreciation of property, plant and equipment 2,622 1,603 3,199
Depreciation of right of use assets 1,337 1,075 2,272
Amortisation of intangible assets 2,568 996 3,032
Net finance expense 901 310 474
Derivative financial instruments and other non-trading exchange movements (324) 100 (138)
Share-based payment 910 235 698
Increase in provisions 2,163 180 3,857
Operating cash flow before movements in working capital 17,258 13,005 39,022
Increase in inventories (4,882) (5,952) (7,133)
(Increase)/decrease in receivables (30,029) 5,603 (8,851)
(Decrease)/Increase in payables (10,280) 22,072 35,203
(45,191) 21,723 19,219
Cash (used in)/generated from operations (27,933) 34,728 58,241
Income taxes paid (2,539) (2,693) (5,459)
Interest paid (1,120) (628) (1,598)
Net cash (used in)/generated from operating activities (31,592) 31,407 51,184
7. Acquisition of EM Solutions Pty Ltd
On 31 January 2025 Cohort plc acquired 100% of EM Solutions Pty Ltd (EM
Solutions). EM Solutions is an Australian-based technology developer for
innovative microwave and on-the-move radio and satellite products that help
deliver high speed telecommunications anywhere in the world. No further
payments are due.
The acquisition accounting is now complete and is as follows:
Final Fair value
£'000
Recognised amounts of identifiable assets and liabilities assumed:
Contract asset 7,184
Contract liability (6,706)
Property, plant and equipment 1,662
Right of use assets 3,175
Other intangible assets 48,833
Deferred tax asset 7,620
Inventory 9,848
Restricted cash 3,144
Trade and other receivables 4,075
Cash 1,690
Trade and other payables (1,841)
Provisions (20,927)
Right of use liability (2,301)
Deferred tax liability (7,283)
48,173
Goodwill 32,117
Total consideration (all satisfied by cash) transferred 80,290
Net cash outflow arising on acquisition:
Cash consideration paid 80,290
Cash acquired (1,690)
78,600
The fair value adjustments reflect adjustments arising out of Cohort's due
diligence work on the acquisition. These include additional provisions against
trade and other receivables and for other contractual obligations, including
product warranty and alignment with Group policies. Deferred tax recognised on
acquisition relates to the tax effects of the acquisition adjustments.
The intangible assets consist of:
Book value Final fair value Estimated life
£'000 £'000 Years
Contracts - 4,789 6
Customer relationships - 44,044 10
Other intangible assets - 48,833
The goodwill of £32.1m arising from the acquisition represents customer
contacts, supplier relationships and know-how to which no certain value can be
ascribed. None of the goodwill is expected to be deductible for tax purposes.
8. Disposal of SEA's Transport business
The sale of SEA's Transport business for an enterprise value cash
consideration of £8m completed on 30 June 2025 (this sits within our Sensors
and Effectors division). The Transport business was not a strategic part of
the Group's primary defence offering.
Assets disposed
£'000
Property, plant and equipment 44
Inventory 1,275
Contract asset 163
Other receivables 288
Contract liabilities (2,263)
Other payables (39)
Provisions 1,500
Disposal costs 515
Goodwill allocated 3,863
5,346
Gain on sale of Transport business 546
5,892
Working capital adjustment 2,108
Enterprise price 8,000
Contingent consideration (not recognised) 2,050
Headline price 10,050
SEA's Transport business contributed £1.3m of revenue before disposal on 30
June 2025.
Independent review report to Cohort plc
Conclusion
We have been engaged by Cohort plc ('the Company') to review the condensed set
of financial statements of the Company and its subsidiaries (the 'Group') in
the interim financial report for the six months ended 31 October 2025 which
comprises the Consolidated income statement, Consolidated statement of
comprehensive income, Consolidated statement of changes in equity,
Consolidated statement of financial position, Consolidated cash flow statement
and accompanying notes. We have read the other information contained in the
interim financial report and considered whether it contains any apparent
material misstatements of fact or material inconsistencies with the
information in the condensed set of financial statements.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the interim
financial report for the six months ended 31 October 2025 is not prepared, in
all material respects, in accordance with the presentation, recognition and
measurement criteria of UK-adopted International Accounting Standards and the
AIM Rules for Companies.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" ('ISRE (UK) 2410') issued for use in
the United Kingdom. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual financial statements of the Group are
prepared in accordance with UK-adopted International Accounting Standards. The
condensed set of financial statements included in this interim financial
report has been prepared in accordance with the presentation, recognition and
measurement criteria of UK-adopted International Accounting Standards.
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the Group and
the Company to cease to continue as a going concern.
Responsibilities of Directors
The interim financial report is the responsibility of and has been approved by
the directors. The directors are responsible for preparing the interim
financial report in accordance with the presentation, recognition and
measurement criteria of UK-adopted International Accounting Standards and the
AIM Rules for Companies.
In preparing the interim financial report, the directors are responsible for
assessing the Group's and the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's Responsibilities for the Review of the Financial Information
In reviewing the interim financial report, we are responsible for expressing
to the Company a conclusion on the condensed set of financial statements in
the interim financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with International
Standard on Review Engagements (UK) 2410 "'Review of Interim Financial
Information performed by the Independent Auditor of the Entity". Our review
work has been undertaken so that we might state to the Company those matters
we are required to state to them in an independent review report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company, for our review work,
for this report, or for the conclusions we have formed.
RSM UK Audit LLP
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
10 December 2025
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