REG - Cohort PLC - Final Results
Wed 07:00
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RNS Number : 2011R Cohort PLC 16 July 2025
One Waterside Drive
Arlington Business Park
Reading
Berks
RG7 4SW
16 July 2025
COHORT PLC
UNAUDITED PRELIMINARY RESULTS
FOR THE YEAR ENDED 30 APRIL 2025
Record results, strong prospects
Cohort plc today announces its unaudited results for the financial year ended
30 April 2025.
2025 2024 %
Revenue £270.0m £202.5m 33
Adjusted operating profit £27.5m £21.1m 30
Adjusted earnings per share 54.44p 42.89p 27
Net funds £5.3m £23.1m (77)
Order intake £284.7m £392.1m (27)
Order book (closing) £616.4m £518.7m 19
Proposed final dividend per share 11.05p 10.10p 9
Total dividend per share 16.30p 14.80p 10
Statutory 2025 2024 %
Statutory profit before tax £25.6m £19.8m 29
Basic earnings per share 45.07p 37.87p 19
Highlights include:
· Record revenue, adjusted operating profit, and closing order
book. Adjusted EPS and net funds exceeded market expectations.
· Adjusted operating profit of £27.5m (2024: £21.1m) on revenue
of £270.0m (2024: £202.5m).
· Underlying order intake up by 11% (excluding a large, long-term
Royal Navy order of £135m secured in 2023/24).
· Record order book of £616.4m with deliveries extending out to
mid-2030's.
· Dividend growth ahead of expectations at 10%; the dividend has
been increased every year since the Group's IPO in 2006.
· Acquisition of EM Solutions for an enterprise value of £75m
completed 31 January 2025, positive contribution in first three months of
ownership.
Looking forward - Strong order book underpinning growth expectations:
· Record closing order book underpins 79% of current market revenue
expectations for 2025/26.
· Significant opportunities arising from the UK Strategic Defence
Review.
· Increasing demand for defence technology products and services as
global tensions continue to evolve.
· Encouraging pipeline of order opportunities for the current year,
providing a positive outlook for organic growth in the years ahead and
supporting our mid-term aim to improve net margins to a low to mid-teens %.
· Adjusted 2025/26 EPS now likely to be ahead of our previous
expectations.
1 Excludes amortisation of other intangible assets, research and development
expenditure credits, exceptional costs and non-trading exchange differences,
including marking forward exchange contracts to market.
2 Excludes amortisation of other intangible assets, exceptional costs and
non-trading exchange differences, including marking forward exchange contracts
to market.
3 Cash and cash equivalents less bank borrowings excluding IFRS 16 lease
liabilities.
Commenting on the results, Nick Prest CBE, Chairman of Cohort plc, said:
"Cohort has reported another record revenue and profit performance, with
robust operating cash generation and a record closing order book stretching
out into the mid-2030s. This gives good visibility for the coming years, and
along with our net funds and market position provides a robust foundation for
future organic growth as well as the ability to make further strategic
additions to the Group, as we did this year.
"Our performance is also a result of several strategic initiatives including
the acquisition of EM Solutions, which has already contributed to the growth
of our Communications and Intelligence division, as well as our investment in
technologies to meet the challenges faced by global defence customers -
initiatives underpinned by our strong balance sheet.
"Within the shifting landscape of global security, mid-tier defence and
technology companies like those within the Cohort Group play an important role
in creating and delivering advanced defence solutions at speed. Our businesses
supply products and services that enhance the security of the UK's allies
across the globe. In the UK, our capabilities support the UK Government's
commitment to investing in a defence architecture that will make Britain safer
and stronger.
"We are optimistic that the Group will continue to advance in the coming
2025/26 year as demand for our products and services continue to grow, and
accordingly our adjusted EPS is now likely to be ahead of our previous
expectations. Overall our longer term prospects remain strong."
A meeting is being held today for institutional analysts, hosted by Andy
Thomis, Chief Executive, and Simon Walther, Finance Director, from 09.00 for a
09:30 start (UK times). Please contact MHP via cohort@mhpgroup.com
(mailto:cohort@mhpgroup.com) if you wish to attend.
For those unable to attend in person, there will be a recording of the
presentation available on Cohort's website after the meeting:
https://www.cohortplc.com/investors/results-reports-presentations
(https://protect.checkpoint.com/v2/r06/___https:/www.cohortplc.com/nsAjxytwxdwjxzqyx-wjutwyx-uwjxjsyfyntsx___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6NjExOTo3MWY0YmJkYzAxZWJkNmViMzJmOWFiZDY4MmMyZDc5ODMwNTdmY2NkMzM3YzcwMjZjMDBjNjA5M2JhOTZhMjFhOnA6VDpU)
Investor Presentations
Chief Executive, Andy Thomis, and Finance Director, Simon Walther, will be
presenting an investor webinar hosted by Equity Development on Friday, 18th
July at 10:15. Registration is free and questions can be submitted during the
presentation which will, if possible, be addressed at the end of it. A
recording will also be made available afterwards.
To attend the event, please register at
https://us06web.zoom.us/webinar/register/WN_cwBwZAGgRWCBqsOA8crjJw#/registration
(https://protect.checkpoint.com/v2/r06/___https:/us06web.zoom.us/Bjgnsfwdwjlnxyjwd1S_hBGB4FLlW1HGvxTFbhwoOB___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6MDRjZToxZmE4MzI2ZjE0M2ExMWI2MzU0MGM1ODI0YTYxMTFmNGY4ODU5OGZkMjVjMmJjNjllMjU5NTVkMTYyNGQ3Zjk4OnA6VDpU#/registration)
For further information please contact:
Cohort plc 0118 909 0390
Andy Thomis, Chief Executive
Simon Walther, Finance Director
Kellie Young, Head of Investor Communications
Investec Bank Plc (NOMAD and Broker) 020 7597 5970
Carlton Nelson, Christopher Baird
MHP 07817 458804
Reg Hoare, Ollie Hoare, Hugo Harris cohort@mhpgroup.com
NOTES TO EDITORS
Company complied consensus analyst forecasts are available at
www.cohortplc.com/investors/analyst-consensus
(https://protect.checkpoint.com/v2/r06/___https:/url.uk.m.mimecastprotect.com/xdwB9SHbTqLzTbVH6mPnD*~*kDt?itrfns=htmtwyuqh.htr___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6YTIyYjpmYjVmOWU1Njc1MWRmYmY5NWVjYWY0ZDBlMDQ3MTIwYTA0YTAwNzNmYzRiM2IzZDRjMzY0N2RmZGEyMDdiMTE3OnA6VDpU)
Cohort plc (www.cohortplc.com
(https://protect.checkpoint.com/v2/r06/___http:/www.cohortplc.com/___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6OTQzOTo5OWNiNTliZDc1ZWVlOWYxMThmZGM3ZmVjYWU1MmZjMDM1YmZlODA3YjNiMmFlM2YxMzk1M2E5NzkyZTZmZDRjOnA6VDpU)
) 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 1,500 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
· 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/___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6ZjE3NjpiYmEyMzg5NDQwZWJhYzM5MDZkMzhkNDJmNjgwZjMzMDdkNjkxNWZmNTMzOGJhOWU4NWZkZGI3MDlhNzUwY2M5OnA6VDpU)
· 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*___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6NmE4MDoyNDU4ZjU2YTYwOTUwMzM2YmM2ZjhkYjYxZTZjZjQyOGFjNGViODE3YTY2NjE5ZDI4OTA3ZWE1OTMwYWNiZjdmOnA6VDpU)
· 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/___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6NzAwMToyZmNjMWQ4ZjQxYWZmYmNlMmIxMTcxNzQ2OTRkODMzYTlhYzAwMWFhYTk1MzU1ZGMyNDE4ZGMyMWJiOWIzN2FjOnA6VDpU)
· 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/___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6YjcwMjo3Y2Y2YWYzNzZiMGE3NTU0NTBhZTYwN2QwNjM3MzMzYjFkYmZjNzI0MWE3ZGQ5ZjliYjE1OTA0NTJjYjY3ODM1OnA6VDpU)
Sensors and Effectors
· Chess Dynamics offers multi-sensor surveillance, tracking and
fire-control systems for defence customers. 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/___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6ZGNkYzphYTZlYWIwYTIyOTJhY2UyZjcwMjVlMzkyNDhhMTMxODEyZGUyYmZmNzhmZjIzYWM3YjNjMTkwYzA2MjYyMzg3OnA6VDpU)
· 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/___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6ZjY3NToxOTBlMDQzYTdmMzNmYTMwN2NjM2JjMDFmM2Y5NzU2NzIxYjFlODc4ZjAyZWU1MjBmZTc3ODc3N2E4ZDk4MDI4OnA6VDpU)
· SEA designs, delivers and supports technology-based products for
naval surface ships and submarines. Acquired by Cohort in October
2007. www.sea.co.uk
(https://protect.checkpoint.com/v2/r06/___http:/www.sea.co.uk___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6N2FjMTo5NzUxODMyOWEwMGNiY2JjM2FmNmJjNzg4MDlhMzVkYzJhOWYyYzUwZmMwNDM0NDFhNjU0Y2M3Yzc5OTk5NjllOnA6VDpU)
Chairman's statement
Another record year. Group set for higher performance going forward.
Nick Prest CBE
Chairman
"Another record revenue and profit performance, with robust operating cash
generation and a record closing order book. The record order book stretching
out into the mid-2030s gives Cohort good visibility for the coming years.
Along with our net funds and market position this provides a robust foundation
for future organic growth as well as the ability to make further strategic
additions to the Group, as we did this year."
Key financials
The Group achieved a record adjusted operating profit of £27.5m (2024:
£21.1m) on record revenue of £270.0m (2024: £202.5m), in line with market
expectations, representing increases of 30% and 33% respectively on the prior
year. The Group's IFRS operating profit of £26.1m (2024: £21.2m) is after
amortisation of intangible assets, exceptional items, research and development
credits and movements on foreign exchange, including marking foreign exchange
contracts to market.
As I said last year, the continuing war in Ukraine and persistent tensions in
the Asia-Pacific region have driven continuing impetus for defence spending
across the globe. This impetus has been accelerated by the change of
administration in the United States in November 2024 which has encouraged the
members of NATO, especially in Eastern Europe, to announce that they intend to
significantly increase their defence spending plans, with the NATO target set
at the recent conference at 3.5% of GDP to be spent on defence by 2035
compared with the current target of 2.0%.
Against this background, the Group delivered another year of strong order
intake, winning £284.7m of orders (2024: £392.1m), representing 1.1x full
year revenue (2024: 1.9x) and has resulted in a record closing order book of
£616.4m (2024: £518.7m). The 2023/24 order intake benefited from the large
Royal Navy order of £135m. The closing order book included £80m secured with
the acquisition of EM Solutions.
As well as growing in size, our order book has extended in duration, now
stretching out to 2037. This reflects the significant naval orders the Group
has secured over the last few years, which are typically long-term in nature.
We expect our future order book to extend even further as naval investment
around the world increases. In the Land domain, we are seeing increased demand
for drone and counter-drone systems, driven by the Ukraine conflict. The
attacks on shipping in the Red Sea show that drone defence is not only needed
in the land environment. Other areas of increased demand include secure
communications and electronic warfare.
The Group's year end cash position exceeded our expectation: net funds of
£5.3m compared with expected net debt of £8m-£10m. This improvement is the
result of strong working capital management, especially in the Sensors and
Effectors division.
Strategic initiatives
On 31 January 2025 the Group completed the acquisition of EM Solutions for an
enterprise value of A$144m (£75m). This was funded by a combination of a
placing (£41m), debt from our existing facility (£20m) and the balance from
our cash resources. EM Solutions is based in Brisbane, Australia and
provides mobile satellite communications solutions, primarily for navy
customers including the Royal Australian Navy, NATO members and Japan. The
acquisition provides the Group with access to the growing Australian defence
market as well as adding a very capable business to our portfolio. EM
Solutions has had considerable success with export customers, some of which
overlap with the existing group (see note 7).
As previously reported, our business MCL (within our Communications and
Intelligence division) acquired 100% of Interactive Technical Solutions Ltd
("ITS") for a cash consideration of £3.0m paid from the Group's existing
financial resources on 31 May 2024 (see note 6).
On 29 May 2025 the Group announced that its business SEA (within our Sensors
and Effectors division) had sold its Transport undertaking for a gross cash
consideration of just over £8m. The Transport undertaking was not a strategic
part of the Group's primary defence offering. This sale completed on 30 June
2025 (see note 8).
The Group continues to review acquisition opportunities as they arise, in line
with our investment criteria.
Shareholder returns
Adjusted earnings per share (EPS) were 54.44 pence (2024: 42.89 pence). The
adjusted EPS figure was based on profit after tax, excluding amortisation of
other intangible assets, exceptional items and net foreign exchange movements.
Basic EPS were 45.07 pence (2024: 37.87 pence). The 27% growth in adjusted EPS
was primarily due to the stronger adjusted operating profit (up 30%) and a
lower tax rate on adjusted earnings of 12.6% (2024: 12.7%) These factors were
partly offset by the diluting effects of the share placement undertaken during
the year. The Board is recommending a final dividend of 11.05 pence per
ordinary share (2024: 10.10 pence), making a total dividend of 16.30 pence per
ordinary share (2024: 14.80 pence) for the year, a 10% increase. The dividend
has been increased every year since the Group's IPO in 2006. The final
dividend will be payable on 3 October 2025 to shareholders on the register at
22 August 2025, subject to approval at the Annual General Meeting on 25
September 2025.
Our people
As always, my thanks go to all employees within the Cohort businesses. Their
hard work, skill and ability to satisfy our customers' needs are what continue
to drive the performance of our Group.
I would like to welcome our new colleagues at EM Solutions and ITS to the
Group. I would also like to thank the staff of the Transport division at SEA
for their contribution to the Group over many years.
Andrew Thomis, Simon Walther and their senior executive colleagues have
continued the dedicated and skilful work which has helped the Group continue
its progress. I would like to thank Chris Stanley who retired as Managing
Director of MASS in January of this year for his dedication to MASS over 17
years and welcome Keith Norton as the new Managing Director of MASS.
As we said at the time of the EM Solutions acquisition, we will increase the
size of the Cohort team to support the larger and more geographically spread
Group to ensure that the growth we have seen and expect to see is delivered.
This investment will include a senior operational executive.
Governance
From 1 May 2024 we have applied the 2023 edition of the QCA Corporate
Governance Code and we have reported against this in this year's Annual Report
and Accounts. The Board regularly evaluates and reviews the Group's
environmental, social and governance (ESG) activity and is committed to
maintaining appropriate standards. The Group has disclosed climate-related
financial information for the third year and has established governance
mechanisms to oversee climate-related risks and opportunities. This year we
continued to report in line with the mandatory climate-related financial
disclosures under the Companies Act 2006 (CFD). The Group's values,
stakeholder engagement principles and governance policies are all outlined on
our website and in our Annual Report and Accounts.
Capital allocation
We have a proven strategy supported by an appropriate capital allocation
policy. As a Board we use this to inform our decision making and it has been
key to our progress. Our approach to capital allocation has three priorities:
to deliver sustainable organic growth, through investment in our people,
research and development, and the capital requirements of the business; to
find value generating complementary acquisitions; and to provide a return to
shareholders in the form of a growing dividend, with earnings cover of those
dividends at around 3 times. Our strong balance sheet, with net cash, provides
us with a range of options.
Outlook
Cohort continues to see good demand for our products and services from both
our domestic customers, especially the UK and Australia, and from export
customers. The geopolitical tensions driving increased investment in defence
have persisted during the year, with conflict in Ukraine and tensions in the
Asia-Pacific region leading to increased spending internationally.
The recently published UK Strategic Defence Review highlighted a need for
investment in many of the areas in which we have strong capabilities,
including systems for manned and unmanned naval platforms, electronic warfare,
drones and counter-drone capabilities, and secure communications. This clear
statement of priorities gives us a long-term platform from which to continue
to grow the business, with nearly 50% of our revenue still coming directly or
indirectly from the UK MOD.
The recent NATO conference reinforced the need for its members to implement a
step change in defence spending and, although some will be slower than others
to enact this, we see the direction of travel as being a positive one for the
Group. We have operations in NATO countries Germany, Portugal and Canada as
well as the UK.
In Australia, the increased investment by the Royal Australian Navy in its
surface fleet provides a good market for both EM Solutions as well as other
Group businesses. The AUKUS submarine project and associated technology
programmes offer opportunities in both Australia and the UK.
Our opening order book underpins approximately £230m of current financial
year revenue (2024: £180m), representing 79% of current expectations of
£290m for the year. Following contract wins since the start of the financial
year of over £25m, that cover now stands at 85%.
The sale of the Group's Transport business from Communications and
Intelligence will remove annual revenue and adjusted operating profit of
c.£8m and c.£2m respectively. We expect improved performance from our core
defence business to compensate partly for this in 2025/26 and fully in 2026/27
and beyond.
The improved mix in the coming year, including a full year's contribution from
EM Solutions will drive a higher net margin for the Group, and this should
improve further from 2026/27 onwards.
The Group's tax rate in 2025/26 should be lower than previously expected, due
to both one-off and longer-term savings, particularly in Australia.
These factors together mean that adjusted EPS are likely to be ahead of our
previous expectations. Our longer term prospects remain strong, with the
potential for c.10% earnings growth in the following two financial years.
The Group's net funds at 30 April 2025 were much better than expected and we
do not expect to see such a strong cash performance in the coming year, which
will see a reversal of some of the working capital inflow seen this year, and
completion of ELAC's new facility in Kiel. We expect to close the 2025/26
year with net funds in the range of £10m to £15m.
Nick Prest CBE
Chairman
Chief Executive Officer's report
Growth in a global market with lots of potential
Andrew Thomis
Group Chief Executive
"2024/25 was yet another strong year of growth for the Group with increases in
revenue and adjusted operating profit."
Overview
Following a strong 2023/24 the Group saw a further marked increase in
performance for the year just finished, delivering record revenue and adjusted
operating profit. Another year of strong order intake, a closing record
order book and ending the year with net cash provides the Group with a solid
platform to continue to accelerate its growth momentum.
Overall, the trading performance was in line with, and net funds ahead of,
consensus market expectations. Earnings were ahead of expectations, primarily
due to a lower tax rate. Communications and Intelligence performed very
strongly whilst the Sensors and Effectors division performance was broadly
flat.
Order intake was the second highest we have achieved following last year's
record, and the resulting record order book of over six hundred million pounds
gives us a solid base for 2025/26 and beyond. We see good prospects for
further orders in the year ahead.
Financial performance
The Group's revenue of £270.0m (2024: £202.5m) was 33% higher than last year
and delivered an adjusted operating profit of £27.5m (2024: £21.1m), 30%
higher than last year.
Communications and Intelligence
The Communications and Intelligence division reported a much stronger year
overall with revenue up by just over 50% including initial contributions from
EM Solutions of £6.7m and ITS of £1.5m. The division's adjusted operating
profit increased by nearly 65% including contributions of £1.9m and £0.5m
from EM Solutions and ITS respectively. MASS again delivered the highest
adjusted operating profit in the Group, though this was slightly down compared
to last year due to the mix of revenue. The net margin of 16.9% (2024: 15.4%)
reflects the return to profit of EID, a record performance at MCL, and the
high margin contribution of the two acquired businesses. Looking forward, we
expect this division to grow further as EM Solutions provides a full year
contribution, more than offsetting the expected decline in MCL from its recent
record peak, driven by urgent short term orders. With this growth in high
quality revenue, we are expecting the division to achieve a percentage net
margin in the high teens.
Sensors and Effectors
The Sensors and Effectors division saw an increase in revenue of 21% but its
adjusted operating profit of £12.7m was broadly flat compared to last year
(£12.8m). The lower net margin of 8.7% (2024: 10.7%) was due to a weaker
mix at SEA and delays and one-off project costs at Chess. ELAC continued to
make progress on its contract to supply complete sonar suites for the new
fleet of Italian submarines and we remain on course to deliver the hardware
for the first boat during 2025/26. SEA delivered a record level of revenue and
trading profit, but the mix was such that its net margin was slightly down on
last year. Chess continues to see a strong demand for its products and goes
into 2025/26 with a high level of revenue on order (83%, increasing to over
90% since the period end). Cohort is working with Chess to ensure it delivers
its order book and pipeline of prospects more reliably and at a higher net
margin. We expect the net margin in this division to recover in the coming
year back to at least the levels seen in 2024.
The Group's statutory operating profit of £26.1m (2024: £21.1m) reflects the
amortisation of other intangible assets, a £3.0m non-cash charge in 2025
(2024: £3.1m charge), research and development credit (RDEC) of £3.2m.(2024:
£2.9m) which in turn is offset by a higher tax charge and an exceptional
charge of £1.7m (2024: £nil) in respect of acquisition costs. The Group
also reported a non-cash foreign exchange gain of £0.1m (2024: £0.3m)
arising from marking forward exchange contracts to market.
Adjusted earnings per share increased by 27% to 54.44p per share reflecting
the improved performance.
The Group's net funds declined from £23.1m to £5.3m. The final cash position
was much stronger than expected and reflected a strong working capital
performance, across both divisions, especially Sensors and Effectors. This
result was achieved despite capital expenditure of £13.2m (2024: £6.7m),
most of which was in respect of ELAC's new facility in Kiel, Germany, together
with the acquisitions of EM Solutions and ITS, which absorbed approximately
£14m and £3m of our own cash, respectively.
Strategic progress
The Group has continued to make progress this year, achieving organic growth
of 29% in revenue and 19% in adjusted operating profit, materially above our
target for double digit growth. On top of this the Group acquired EM
Solutions, our largest acquisition to date which made an initial contribution
for its three months within the Group. The strong order intake exceeded
revenue again and when added to the EM solutions acquired order book, resulted
in the Group closing with a record high order book of over six hundred million
pounds. We continue to see a good pipeline of prospects, both in our domestic
and export markets. Key developments have included:
· Following extended procedural delays, we received significant
orders from the Portuguese Army and Navy. We expect further significant
orders.
· An agreement between SEA and Terma to provide Ancilia as part of
the Terma ship-defence system. Terma's solution, which could be upgraded
with the addition of Ancilia, is currently fitted to 120 ships across numerous
navies.
· Follow on orders from Italy. All four new submarines will now
have the ELAC sonar solution.
· Chess has secured a number of orders from Rheinmetall as part of
its counter-drone system. The pipeline for further such orders is good.
· MCL has designed a drone controller subsystem in order to
overcome supply chain constraints and to provide an improved capability in
support of urgent operational requirements.
The proportion of the Group's revenue derived from maritime customers, 53% in
2025 (2024: 47%), continues to grow. The combination of land- and
maritime-derived sales now accounts for over 80% of the Group revenue (2024:
78%). The proportions of revenue contributed from other domains have either
remained flat or reduced as the maritime/land contribution has grown. We
expect our non-defence revenue, which has been around 6% for the last few
years, to drop to around 3-4% in the coming year following the sale of our
Transport business.
The closing order book and pipeline provide a firm base for us to continue to
pursue our operating strategy and to also push our overall net margin for the
Group from its current 10-11% towards our target of low to mid-teens percent
within the next three to five years. In addition, the Group's net funds and
available banking facilities provide resources for us to continue to look for
suitable businesses to add to the Group, either within an existing Group
business or as a new stand-alone business, further accelerating the growth in
revenue and profit.
Our people
All the Group's capabilities and customer relationships ultimately derive from
our people, and the success we have enjoyed is a result of their efforts. They
have risen to the challenge of the stronger demand we have seen this year, and
in doing so have made a meaningful contribution to the security and defence of
our nations and allies as well to the performance of the Group. I would like
to take this opportunity to express my sincere thanks to all employees of
Cohort and its businesses.
Chris Stanley retired as Managing Director of MASS in January of this year.
His successor Keith Norton has many years of experience in defence and related
technology businesses. Like many high-skill businesses, we are facing
challenges in recruiting qualified and experienced people to meet our customer
demands and our own investment strategies. As our order book has grown, so
have our employee numbers and the Group now has over 1,500 employees compared
with nearly 1,300 this time last year, a 19% increase. We will continue to
increase our human resources in the coming year, especially within Sensors and
Effectors, although we expect at a slower rate.
Capital allocation
The three elements of our capital allocation policy are set out in the
Chairman's statement. In 2025 we implemented these as follows:
· Continuous investment in research and development, maintaining
product offerings at the forefront of demanding environments and developing
new technologies within the Group's core competencies. Increasing by 35% to
£20m in year.
· Complementary acquisitions driving growth in core areas where the
Group can leverage industry knowledge. ITS was acquired in May 2024 and EM
Solutions in January 2025.
· A progressive dividend policy. An increase of 10% has been
delivered this year, subject to approval of the final dividend at the Group's
AGM. The Group has increased its dividend every year since IPO in 2006.
Andrew Thomis
Group Chief Executive
Operating Review
In this review the focus is on the adjusted operating profit of each division,
which we consider to be a more appropriate measure of performance year on
year. The adjusted operating profit is reconciled to the operating profit in
the Consolidated Income Statement, and this is broken down by reporting
segment in note 2.
The adjusted operating profit margin (net margin) of the Group was 10.2%,
slightly below that achieved in 2023/24. The net margin was higher in
Communications and Intelligence at 16.9% (2024: 15.4%) with a return to
profitability at EID, a record performance from MCL (including a small initial
contribution from ITS) and an initial contribution from EM Solutions all
contributing to the upside, especially the higher net margin new businesses.
In Sensors and Effectors, the net margin was lower at 8.7% (2024: 10.7%). This
was mostly driven by a slightly weaker mix at SEA, despite a record
performance, and delivery delays and one-off costs at Chess.
As we have indicated previously, we are expecting these net margins to
increase over the mid-term. We expect Sensors and Effectors to be able to
yield net margin percentages in the mid-teens. This should be achieved from
the delivery of the strong order book, especially at SEA, with the overhead
footprint of the SEA and Chess businesses now established at a suitable level
to deliver their current order books for the next few years. We expect SEA to
complete the large majority of a low margin export order during 2025/26 and
for its margins to start to move up from 2026/27 onwards. At Chess we have
seen a challenging year as it struggled to deliver operationally and incurred
one-off costs to close out some older projects. Chess enters 2025/26 with a
record level of revenue cover (83%, increasing to over 90% post yearend) and
we are working to ensure it achieves an improved level of performance and
delivers on its contractual obligations. This will enable Chess to achieve low
teen margins on a sustainable basis. At ELAC, the last few years have seen
cautious trading on the Italian sonar project as it progresses through its
development phases, holding ELAC's net margins down. We expect to deliver the
hardware to the first submarine during 2025/26. We will review the approach to
project margin as major milestones are achieved.
In the Communications and Intelligence division, MCL delivered a record
performance, driven by short term operational requirements and achieved a net
margin of close to 17%, significantly better than its usual run rate of low
double digits. We do not expect this level of activity to be repeated in the
coming year. EID returned to a welcome profit, following significant order
wins in the year, mostly from its domestic customer. The net margin for EID
remains lower than our aim of mid-teens, and we expect to move towards this
higher target in the next few years as its mix of work strengthens with more
export opportunities in its pipeline. MASS continued to be our most profitable
business, delivering a net margin close to 20%, and we expect that net margin
level to continue. EM Solutions and ITS both made small, but strongly
profitable contributions to the performance of the division.
When the above are combined with the central costs, we are targeting an
overall net margin for the Group of low to mid-teens percent in the next three
to five years. The higher central costs are a result of one-off savings in
2023/24 not repeated this year. Going forward, we expect the central costs to
rise further as we invest to manage the larger and more geographically spread
Group and also look to introduce some more operational expertise into the
central team.
Adjusted operating profit by reporting segments:
Adjusted operating profit Adjusted operating margin
2025 2024 2025 2024
£m £m % %
Communications and Intelligence 21.1 12.8 16.9 15.4
Sensors and Effectors 12.7 12.8 8.7 10.7
Central costs (6.3) (4.5) - -
27.5 21.1 10.2 10.4
Communications and Intelligence
· Revenue - £124.9m (2024: £82.9m)
· Adjusted operating profit - £21.1m (2024: £12.8m)
· Net cash flow generated from operations - £23.3m (2024: £3.2m)
· Headcount - 641 (2024: 484)
Communications and Intelligence delivered a much stronger performance on a 50%
increase in revenue. This was due to more intense activity with the UK MOD,
primarily through MCL where we saw a record performance this year. Elsewhere
in this division, EID returned to profit with a net margin of just under 9%
and MASS continued to be the largest contributor to Group profit delivering a
net margin of 19.7% (2024: 22.5%) on 10% higher revenue. EM Solutions also
made an initial contribution with a net margin of 28%.
The Communications and Intelligence division enters 2025/26 with £104.7m
(2024: £63.2m) of its revenue on order. This is significantly higher than
last year following good order intake in Portugal and the inclusion of the EM
Solutions order book though, as expected, the MCL order book is lower than
last year's record high. We expect this division to deliver a much stronger
performance in 2025/26.
Sensors and Effectors
· Revenue - £145.1m (2024: £119.6m)
· Adjusted operating profit - £12.7m (2024: £12.8m)
· Net cash flow generated from operations - £43.1m (2024: £21.5m)
· Headcount - 959 (2024: 805)
The Sensors and Effectors division delivered a broadly flat operating
performance on higher revenue. Revenue growth was most significant at SEA,
which achieved record levels of both revenue and profit. ELAC's revenue
performance was also improved, but at Chess delivery delays resulted in a
weaker revenue performance.
The revenue performance in this division did not translate through to improved
net profit. This was due to three underlying factors, none of which are
expected to persist beyond 2025/26.
1. In SEA, a higher proportion of revenue was delivered on an export
contract where the margin remains low. We expect to complete the large
majority of this project in 2025/26.
2. At ELAC, the development phase of the sonar suite for new Italian
submarines continued. We expect to deliver the first boat systems during
2025/26 and may at that stage be able to retire risk.
3. Chess faced challenges to deliver on its orders and saw one-off
costs on some older programmes. The order book for the coming year at Chess
covers 83% (now over 90% with orders secured post yearend) of its revenue
target and we are putting in place changes to improve the delivery
performance. The projects where we have seen cost increases are now close to
completion although several are not contracted to close until 2026/27.
Looking forward, this division is well underpinned for 2025/26 with £124.6m
(2024: £120.9m) of revenue on order at 30 April 2025. The significant order
book and good prospects some of which have already been secured at the
beginning of the new year, gives us confidence that this division will grow in
the coming few years.
The higher level of activity involving more than one of our businesses has
continued in the year, a good example being SEA and Chess's collaboration on
the Ancilia product. We have also seen SEA supporting ELAC on its Italian
programme, and ELAC providing sonar integration software for SEA. We will
carefully monitor these projects to ensure the necessary coordination and
oversight to ensure that we are able to meet customer requirements while
maintaining the autonomy and agility that are so important for our operating
businesses.
Andrew Thomis
Group Chief Executive
FINANCIAL REVIEW
Revenue analysis
The Group reports its segmental revenue through its two divisions,
Communications and Intelligence and Sensors and Effectors.
The revenue for the Group is also broken down by three separate
categorisations - market, product or service, and domain.
The Group revenue continues to be dominated by defence and security customers
with £255.6m (2024: £191.6m) delivered to these markets, 95% of Group
revenue (2024: 95%).
Overall, the increase in Group revenue has been driven by an increase in both
export and activity with our domestic customers in the UK and Portugal and the
introduction of Australia as a domestic customer. UK MOD revenue increased
to £134.0m (2024: £96.8m), and as a proportion of Group revenue rose
slightly to 50% (2024: 48%).
Export defence revenue grew by 22% (2024: 23%) but decreased slightly as a
proportion of overall revenue from 35% last year to 32% this year. The
decrease in percentage terms was due to revenue growth from our domestic
markets in the UK, Portugal, which increased by 70%, and Australia.
Revenue derived from Germany slipped back as ELAC completed deliveries to its
domestic customer last year. We continue to support ELAC in delivering to
its domestic customer. EM Solutions brings a pipeline of European
opportunities which includes Germany.
Non-defence revenue includes transport and legacy hydroacoustic products which
are both reported within Sensors and Effectors, and sensors used in the mining
industry within Communications and Intelligence. The Transport business was
sold after the year end, the transaction completed on 30 June 2025. As a
result of this disposal, the non-defence revenue of the Group going forward is
expected to fall to around 3% per annum from its current 5%.
The Group continues to see the larger proportion of its revenue from product
(hardware and/or software). The increase in the absolute revenue this year was
driven by higher urgent operational requirement orders for the UK MOD through
MCL, a welcome return to higher revenue from our Portuguese domestic customer
following strong order intake at EID, and deliveries of naval systems to
customers in South America and Canada. The services proportion of the Group's
revenue decreased from last year due to the marked increase in product
sales. In absolute terms, we saw an increase in support work to the Royal
Navy at SEA and the initial contribution of ITS acquired in May 2024. In the
past, the service revenue has typically been around 40%, this has continued to
fall as a proportion of the Group revenue as the product and systems activity,
especially at Chess, ELAC and SEA has increased. Going forward, we continue
to work on increasing the support and services work across the Group, which
does include spares (which are reported as part of product). The addition of
EM Solutions will drive the product proportion of the Group's revenue in
percentage terms even higher, and the service proportion is expected to reduce
to around 20%.
The change in mix of the Group's revenue has seen a decrease in statutory
gross margin percentage from just under 38% to just over 33%. The main cause
of the decrease in statutory reported gross margin was a weaker mix in Sensors
and Effectors, particularly at Chess where one-off costs on some projects were
incurred. ELAC's gross margin was slightly weaker due to higher proportion of
revenue on the Italy sonar contract. SEA's gross margin was also slightly
weaker due to the mix of work, especially an export contract containing a
large element of sub-contractor effort which we expect to mostly complete in
2025/26.
In Communications and Intelligence, the gross margin at EID was weaker due to
the higher proportion of domestic work but more than offset by higher revenue,
which was double last year. At MASS the margin was slightly down due to mix,
whilst MCL was constant. The impact of EM solutions was a higher gross margin
compared with the other businesses in the Group.
The analysis of the Group's revenue by domain shows that the Group's revenue
is dominated by Maritime and Land, a combined 81% of Group revenue (2024:
78%). The growth in Maritime is due to increase in exports in Sensors and
Effectors, mainly SEA, higher domestic sales at EID and the initial
contribution of EM Solutions. Land domain revenue also increased in absolute
terms, mostly at MCL. Joint and Strategic at 5% (2024: 10%) was lower in
absolute and percentage terms as MCL work switched to shorter term urgent
operational work. The majority of the revenue in this domain is support to the
UK's Joint Warfare capability which was constant. Going forward, we expect the
Maritime domain to remain dominant and grow further in absolute and percentage
terms with the addition of EM Solutions.
Revenue by market and geography
Communications and Intelligence Sensors and Effectors Group
2025 2024 2025 2024 2025 % 2024 %
£m £m £m £m £m £m
Direct to UK MOD 77.5 58.0 17.8 10.7 95.3 36 68.7 34
Indirect to UK MOD where the Group acts as a sub-contractor or partner 6.6 5.0 32.1 23.1 38.7 14 28.1 14
Total UK defence 84.1 63.0 49.9 33.8 134.0 50 96.8 48
UK security 5.9 3.6 - - 5.9 2 3.6 2
UK other (non-defence and security) 0.1 0.1 7.9 8.2 8.0 8.3
Total UK 90.1 66.7 57.8 42.0 147.9 108.7
Australia defence and security 4.8 0.5 3.0 1.1 7.8 3 1.6 1
Portuguese defence and security 17.6 10.3 - - 17.6 7 10.3 5
German defence and security 0.1 0.3 2.9 8.7 3.0 1 9.0 4
Total non-UK domestic defence and security 22.5 11.1 5.9 9.8 28.4 11 20.9 10
Export defence and security
- Other European countries 3.2 1.1 34.9 36.4 38.1 37.5
- Asia Pacific and Africa 5.9 3.9 27.9 23.2 33.8 27.2
- North and South America 2.7 0.1 12.7 5.5 15.4 5.6
Total export defence and security 11.8 5.1 75.5 65.1 87.3 33 70.3 35
Non-UK other (non-defence and security) 0.5 - 5.9 2.6 6.4 2.6
124.9 82.9 145.1 119.6 270.0 100 202.5 100
Revenue by type of deliverable
Year ended Year ended
30 April 2025 30 April 2024
£m % £m %
Product 207.4 77 148.4 73
Communications and Intelligence 80.4 30 45.1 22
Sensors and Effectors 127.0 47 103.3 51
Services 62.6 23 54.1 27
Communications and Intelligence 44.5 16 37.8 19
Sensors and Effectors 18.1 7 16.3 8
Total revenue 270.0 100 202.5 100
Operational outlook
Order intake and order book
Order intake Order book
2025 2024 2025 2024
£m £m £m £m
Communications and Intelligence 136.3 64.3 202.4 108.0
Sensors and Effectors 148.4 327.8 414.0 410.7
284.7 392.1 616.4 518.7
The increase in the Group's order book reflects the surplus of orders over
revenue (just under 1.1x) and the addition of EM Solutions order book of
approximately £80m.
The 2024/25 order intake was 105% (2024: 194%) of the Group's revenue for the
year.
The revenue on order (order cover) for the coming year was 79% (2024: 90%) at
30 April 2025. This had risen to 85% in July.
The Group's order intake and order book are the contracted values with
customers and do not include any value attributable to frameworks or other
arrangements where no enforceable contract exists. The order intake and order
book take account of contractual changes to existing orders including
extensions, variations and cancellations.
Communications and Intelligence
Order intake at Communications and Intelligence was double last year's and
represented 109% of its annual revenue for 2024/25 (2024: 78%). This
improvement was a result of strong contract wins at MCL for the UK MOD, nearly
three times last year's figure at over £50m. EID's order intake was
significantly stronger, at over £50m compared with £10m in 2023/24. MASS's
order intake was broadly similar to last year's. EM Solutions order intake
was not material in the quarter to 30 April 2025.
This division is dominated by activity with the UK MOD where £81.6m of its
order intake (2024: £41.1m) was ultimately intended for that customer. This
included the MCL order intake and a two-year extension to MASS's Joint Forces
order out to July 2027. The other significant order intake in this division
was from Portugal of £45.2m (2024: £6.5m) at EID.
Sensors and Effectors
Order intake at Sensors and Effectors was £148.4m (2024: £327.8),
representing 102% of its 2024/25 annual revenue (2024: 272%). The comparison
reflects the very strong performance in 2023/24 which included a £135m order
for the Royal Navy.
In Europe we continued to win work, including a follow-on order for the
Italian submarine sonar suite (Boat 4, the last of the current batch) received
by ELAC. Chess also won significant orders for European customers, both for
counter drone systems and naval control systems.
We continue to see good prospects in the Maritime domain for our products,
both in export markets as well as our domestic markets.
In the Land domain, Chess has seen a marked increase in demand for its
stabilised fire-control and tracking systems, particularly in countering
drones as part of ground-based air defence solutions, as seen this year. The
source of this demand is mostly European. Chess secured around £28m (2024:
£17m) of orders with good prospects for the coming year and beyond.
Delivery of the Group's order book into revenue
The table below shows the expected delivery of future revenue from the current
order book, together with a similar analysis from 2024/25 for comparison. The
growth in on-order revenue for the current year and two following years in the
Communications and Intelligence division is notable, reflecting the impact of
the EM Solutions acquisition.
Order intake analysis
Cohort's order book has again grown materially. We already have on order for
delivery in 2025/26 85% of the revenue expectations for the year of c£290m.
The order book for Sensors and Effectors is both larger and longer than for
Communications and Intelligence, in line with the division's greater
proportion of long-term projects for naval customers. In Communications and
Intelligence, the longevity of the order book is dominated by the multi-year
support contracts for the UK MOD at MASS and the order for satellite
communications terminals for the Royal Australian Navy at EM Solutions.
The shorter-term nature of some of the business in Communications and
Intelligence, especially the product delivery of MCL and MASS's shorter
duration contracts in training and cyber, mean that this division will
typically enter a financial year with less revenue on order. We do expect to
see some increase in the longevity of this division's order book in the coming
year with prospects of long-term orders for EID and EM Solutions.
Sensors and Effectors has a number of large multi-year programmes, both for
delivery and support, with work now stretching out to 2037. The prospects for
this division in the coming year to further increase the size of the order
book are good, both in the UK and export markets.
The Group's businesses are not dependent upon a single critical order to
achieve their respective revenue targets for 2025/26. The Group revenue infill
for the coming year of 21% was higher than last year but in line with
historical levels and had further reduced to 15% in July 2025.
We continue to report an analysis of the number of orders secured by a range
of order size. This is shown in the "Order intake analysis" above. This shows
that 95% (2024: 95%) of the Group's orders (by number) secured are of less
than £0.5m in value, accounting for 15% (2024: 11%) of the Group's total
order intake value. The remaining 5% of orders account for 85% (2024: 90%) of
the Group's total order value. The Ancilia order secured by SEA in March 2024
(announced at £135m) has distorted some of the value comparatives and taking
this out, the order number of >£1m was 53 (2024: 51) and a value of
£226.7m (2024: £194.4m).
This year we have won thirteen orders larger than £5m (2024: ten) with a
total order value of £136.6m (2024: £257.1m). As a policy, we usually only
announce individual orders with a value of over £10m.
Funding resource and policy
On 30 April 2025, the Group's cash and readily available credit was £55.3m
(2024: £58.1m) which followed acquisitions in the period of EM Solutions
(£75m) and ITS (£3m). A very high proportion of our ultimate customers are
government agencies, with a clear need to invest in defence and security. The
international and domestic security environment still calls for greater
resources to be devoted to defence and counterterrorism in the UK and many
other countries, especially in the light of continuing events in Ukraine and
rising tensions in the Middle East and Indo Pacific. As already mentioned, 79%
of our revenue expectation of c£290m for 2025/26 was on contract at 30 April
2025, providing further assurance, and this has since increased to 85%. Having
regard to these considerations, the Board considers the Group to be a going
concern.
As set out in our Capital allocation policy, the Group retains a robust
financial position and continues to be cash generative, enabling it to invest
in internal R&D and other value-adding projects on a carefully considered
basis as well as maintaining its progressive dividend policy. The Group's cash
position and banking facility also provide it with the resources to conduct
its acquisition strategy.
The Group completed a renewal of its banking facility on 18 July 2022. The
facility was initially for three years to July 2025, and this has been
extended, following exercise of an option, to July 2027. The revolving credit
facility (RCF) was for an initial £35m with an option (accordion) which was
exercised in November 2024 as part of the acquisition of EM Solutions to draw
a further £15m, making a total facility available to the Group of £50m of
which £33.3m was drawn as at 30 April 2025 and leaving £16.7m available to
be drawn. The facility is provided by three banks. There are no further
options to extend this current facility. We have already started discussions
with our banks regarding a new facility; including the possible inclusion of a
fourth bank in the syndicate, and a potential increase in the size of the
facility.
The Group's bank borrowings have been reported as due after one year, as the
facility in place as at 30 April 2025 is due to expire in July 2027.
The facility provides the Group with a flexible arrangement to draw down for
acquisitions and overdraft. The Group's banking covenants were all passed for
the year ended 30 April 2025. Looking forward, we expect this to continue out
to 31 July 2026 and beyond.
The facility is available to the UK and German members of the Group and is
fully secured over the Group's assets, including those in Australia. The
renewed facility will ensure that our Australian operations participate fully
in the Group's facility.
In the UK, the Group has separate bilateral facilities with two banks for
instruments such as forward exchange rate contracts, bank guarantees and
letters of credit and in Germany similar banking instruments with one other
bank.
The Group takes a prudent approach to treasury policy with its overriding
objective being protection of capital. In implementing this policy, deposits
are usually held with institutions with credit ratings of at least Baa3.
Deposits are generally held on short (less than three months) duration to
maturity on commencement. This matches the Group's cash resources with its
internal monthly 13-week cash forecasts, retaining flexibility whilst trying
to ensure an acceptable return on its cash.
Most of the Group's UK cash (that is not on short-term deposit) is managed
through a set-off arrangement, enabling the most efficient use of the Group's
cash from day to day, under the supervision of the Group's finance function.
EID's bank facilities are managed locally in Portugal. The cash is spread
across a number of institutions to minimise capital risk.
EID provides no security over its assets and its wide range of banks enable it
to be well supported in executing export business, specifically in respect of
foreign exchange contracts, guarantees and letters of credit.
The Group regularly reviews the ratings of the institutions with which it
holds cash and always considers this when placing a new deposit.
The Group's net funds at 30 April 2025 were £5.3m (30 April 2024: £23.1m).
This position was much better than expected and reflected a marked improvement
in working capital management in Sensors and Effectors, and trading in
Communications and Intelligence. The increase in activity and order book has
resulted in a marked increase in both the Group's trade and other receivables
and trade and other payables. There has been an increase of £28.6m in net
trade related liabilities since last year, primarily contract advances that
will be consumed as orders are fulfilled.
Looking forward, we expect the Group's net funds at 30 April 2026 to be
higher, as the capital investment at ELAC comes to an end in the early Autumn
of 2025 and working capital positions at EID and Chess recover, more than
offsetting expected unwinds elsewhere and the net impact of the Transport
business disposal.
The Group expects to see a further increase in net funds by 30 April 2027, if
there is no further corporate activity.
In addition to its cash resources, the Group has in issue 46.7m ordinary
shares of 10 pence each. Of these shares 1.2m (2024: 0.9m) are owned by the
Cohort plc Employee Benefit Trust (EBT), which waives its rights to dividends.
In addition, the Group has issued options over ordinary shares through Key
Employee Share Option and SAYE schemes to the level of 2.1m at 30 April 2025
(2024: 1.9m).
The Group's exposure to foreign exchange risk arises from two sources:
1. the reporting of overseas subsidiaries' earnings (currently EM
Solutions, EID and ELAC) and net assets in sterling; and
2. transactions in currencies other than our Group reporting currency
(£) or subsidiary reporting currency where different (currently € at EID
and ELAC and A$ at EM Solutions).
The first risk is a translation, rather than a transaction risk and we do not
hedge the translation of earnings.
In terms of reporting asset values, we have in place a natural hedge of
borrowing in euros to acquire a euro asset (ELAC) but over time, as the asset
grows and the loan diminishes, this hedge will wane.
We have as yet not put in place a natural hedge for the acquisition of EM
Solutions but once the new bank facility is in place we will consider swapping
some of our current £ sterling debt into A$ for this purpose.
We take a prudent approach to transactional foreign exchange risk requiring
all significant sales and purchases to be hedged at the point in time when we
consider the transaction to be certain, usually on contract award. We mark
these forward contracts to market at each reporting date, recognising any gain
or loss in the income statement.
The Group has maintained its progressive dividend policy, increasing its
dividend this year by 10% to a total dividend paid and payable of 16.30 pence
per share (2024: 14.80 pence), ahead of external expectations.
The last five years' annual dividends, growth rate, earnings cover and cash
cover are as follows:
Dividend Growth over Earnings cover Cash cover
Pence previous year (based upon (based upon
% adjusted net cash
earnings inflow from
per share) operations)
2025 16.3 10 3.3 6.9
2024 14.8 10 2.9 3.7
2023 13.4 10 2.7 3.0
2022 12.2 10 2.6 3.9
2021 11.1 10 3.0 3.6
In summary, the Group's cash performance in 2024/25 was as follows:
2025 2024
£m £m
Adjusted operating profit 27.5 21.1
Depreciation and other non-cash operating movements 4.2 3.4
Working capital movement 20.1 1.8
51.8 26.3
Acquisition of ITS (including costs) (3.1) -
Acquisition of EM Solutions (including costs) (80.9) -
Placing 41.0 -
Tax, dividends, capital expenditure, interest and other investments (26.6) (18.8)
(Decrease)/increase in net funds (17.8) 7.5
The higher cash outflow in tax and dividends, etc. was mostly due to capital
expenditure (£6.5m higher), mostly at ELAC on its new facility, tax paid
(£0.6m higher) and net investment in own shares of £3.1m, £2.0m higher than
last year. The balance was higher dividends and net interest paid. We expect
the capital expenditure in the coming year on this facility build to be around
£9.5m with the building due to complete in the Autumn of 2025.
Looking forward, we retain the flexibility to use newly issued shares as well
as EBT shares to satisfy employee share options.
The Group's customer base of governments, major prime contractors and
international agencies makes its debtor risk low. The year-end debtor days in
sales were 29 days (2024: 55 days). This calculation is based upon dividing
the revenue by month, working backwards from April, into the trade debtors
balance (excluding revenue recognised not invoiced) at the year end. This is a
more appropriate measure than calculating based upon the annual revenue as it
takes into account the heavier weighting of the Group's revenue in the last
quarter of each year. The decrease has been mostly in Sensors and Effectors
due to strong collections in year.
Tax
The Group's tax charge for the year ended 30 April 2025 of £6.0m (2024:
charge of £4.5m) was at a rate of 23.4% (2024: 22.9%) of profit before tax.
This includes a current year corporation tax charge of £7.1m (2024: £6.4m),
a prior year corporation tax credit of £0.4m (2024: £0.6m) and a deferred
tax credit of £0.7m (2024: £1.3m credit), mostly in respect of the prior
year.
The Group's overall tax rate of 23.4% was below the standard UK corporation
tax rate of 25.0% (2024: 25.0%). The decrease is due to both R&D credits
and losses brought forward in Portugal partly offset by a higher contribution
from Germany (at 31.6%) and Australia (at 30%).
The Group has reported research and development expenditure credits (RDEC) for
the UK in accordance with IAS 20 and shown the credit of £3.2m (2024: £2.9m)
in cost of sales and adjusted the tax charge accordingly. The RDEC has been
reversed in reporting the adjusted operating profit for the Group to ensure
comparability of operating performance year on year.
Looking forward, the Group's effective current tax rate (excluding the impact
of RDEC reporting) for 2025/26 is estimated at 17% compared with 13% of the
pre-RDEC adjusted operating profit less interest for 2024/25. The Group
maintains a cautious approach to previous R&D tax credit claims for tax
periods that are still open, currently 2023/24 and 2024/25 as well as the
potential outcome of a tax audit in Portugal.
Adjusted earnings per share
The adjusted earnings per share (EPS) of 54.44 pence (2024: 42.89 pence) are
reported in addition to the basic earnings per share and exclude the effect of
amortisation of intangible assets, exceptional items and foreign exchange
movements, including marking forward exchange contracts to market, all net of
tax.
The adjusted earnings per share exclude non-controlling interest of EID (20%).
The reconciliation from last year to this year is as follows:
Adjusted Adjusted
operating earnings
profit per share
£m Pence
Year ended 30 April 2024 21.1 42.89
100% owned businesses throughout the year ended 30 April 2025 1.7 3.48
Impact of businesses with minority holding 2.3 3.77
Impact of acquired businesses 2.4 4.91
Change in tax rate (excluding RDEC): 12.6% (2024: 12.7%) - 0.07
Other movements including interest and higher weighted average share capital - (0.68)
Year ended 30 April 2025 27.5 54.44
Increase from 2024 to 2025 30% 27%
The adjustments to the basic EPS in respect of exchange movements and other
intangible asset amortisation of EID only reflect that proportion of the
adjustment that is applicable to the equity holders of the parent.
Accounting policies
There were no significant accounting policy changes in 2024/25.
Simon Walther
Financial Director
UNAUDITED CONSOLIDATED INCOME STATEMENT
For the year ended 30 April 2025
Notes 2025 2024
£'000 £'000
Revenue 2 270,043 202,533
Cost of sales (179,618) (126,260)
Gross profit 90,425 76,273
Administrative expenses (64,323) (55,086)
Operating profit 26,102 21,187
Comprising:
Adjusted operating profit 2 27,475 21,141
Amortisation of other intangible assets (included in administrative expenses) (3,032) (3,121)
Cost of acquisition of EMS (1,635) -
Cost of acquisition of ITS (99) -
Research and development expenditure credits (RDEC) (included in cost of 3,255 2,870
sales)
Credit on forward exchange contracts and loans (included in cost of sales) 138 297
2 26,102 21,187
Finance income 1,125 500
Finance costs (1,599) (1,863)
Profit before tax 25,628 19,824
Income tax charge 3 (6,008) (4,532)
Profit for the year 19,620 15,292
Attributable to:
Equity shareholders of the parent 19,249 15,316
Non-controlling interests 371 (24)
19,620 15,292
Notes Pence
Pence
Earnings per share
Basic 4 45.07 37.87
Diluted 4 44.25 37.72
Adjusted earnings per share
Basic 4 54.44 42.89
Diluted 4 53.46 42.72
Dividends per share paid and proposed in respect of the year
Interim 5.25 4.70
Final 11.05 10.10
16.30 14.80
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 April 2025
2025 2024
£'000 £'000
Assets
Non-current assets
Goodwill 76,600 50,145
Other intangible assets 49,087 2,848
Right of use asset 9,688 7,818
Property, plant and equipment 31,009 19,370
Deferred tax asset 4,745 2,543
Restricted cash 7 3,198 -
174,327 82,724
Current assets
Inventories 52,081 33,310
Trade and other receivables 88,984 79,377
Current tax assets 6,495 1,823
Derivative financial instruments 45 105
Cash and cash equivalents 74,646 55,157
222,251 169,772
Total assets 396,578 252,496
Liabilities
Current liabilities
Trade and other payables (126,579) (80,967)
Current tax liabilities (3,708) (2,150)
Derivative financial instruments (190) (399)
Lease liability (2,313) (1,781)
Bank borrowings (36,986) (15,490)
Provisions (6,441) (8,914)
(176,217) (109,701)
Non-current liabilities
Deferred tax liability (13,450) (887)
Lease liability (7,166) (6,708)
Bank borrowings (32,410) (16,530)
Provisions (4,054) (3,204)
Retirement benefit obligations (3,189) (5,626)
(60,269) (32,955)
Total liabilities (236,486) (142,656)
Net assets 160,092 109,840
Equity
Share capital 4,668 4,161
Share premium account 72,954 32,157
Own shares (7,411) (4,569)
Share option reserve 4,663 2,859
Retained earnings 83,732 74,066
Total equity attributable to the equity shareholders of the parent 158,606 108,674
Non-controlling interests 1,486 1,166
Total equity 160,092 109,840
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 April 2025
Attributable to the equity shareholders of the parent
Group 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 2023 4,146 31,484 (3,601) 2,116 62,876 97,021 2,757 99,778
Profit for the year - - - - 15,316 15,316 (24) 15,292
Other comprehensive income for the year - - - - (853) (853) (23) (876)
Total comprehensive income/(expense) for the year - - - - 14,463 14,463 (47) 14,416
Transactions with owners of Group and non-controlling interests, recognised
directly in equity
Issue of new shares 15 673 - - - 688 - 688
Equity dividends - - - - (5,598) (5,598) - (5,598)
Vesting of Restricted Shares - - - - 209 209 - 209
Own shares purchased - - (1,917) - - (1,917) - (1,917)
Own shares settled - - 802 - - 802 - 802
Net loss on settling own shares - - 147 - (147) - - -
Adjustment to non-controlling interest - - - - 1,544 1,544 (1,544) -
Share-based payments - - - 1,278 - 1,278 - 1,278
Deferred tax adjustment in respect of share-based payments - - - 184 - 184 - 184
Transfer of share option reserve on vesting of options - - - (719) 719 - - -
At 30 April 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/(expense) for the year - - - - 15,625 15,625 320 15,945
Transactions with owners of 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 4,668 72,954 (7,411) 4,663 83,732 158,606 1,486 160,092
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 April 2025
Group
Notes 2025 2024
£'000 £'000
Net cash from operating activities 5 51,184 23,017
Cash flow from investing activities
Interest received 1,125 500
Purchases of property, plant and equipment (13,182) (6,659)
Payment for acquisition of subsidiaries, net of cash acquired (81,589) -
Net cash used in investing activities (93,646) (6,159)
Cash flow from financing activities
Issue of new shares 2,058 688
Share placement 39,246 -
Dividends paid (6,476) (5,598)
Purchase of own shares (3,998) (1,917)
Settlement of own shares 889 802
Drawdown of borrowings 16,780 -
Repayment of borrowings - (9,000)
Repayment of lease liabilities (2,317) (1,892)
Net cash from/(used in) financing activities 46,182 (16,917)
Net increase/(decrease) in cash and cash equivalents 3,720 (59)
Represented by:
Cash and cash equivalents brought forward 39,667 41,454
Net increase/(decrease) in cash and cash equivalents 3,720 (59)
Foreign exchange loss (4,876) (1,728)
Cash and cash equivalents carried forward 38,511 39,667
At Effect of Cash flow At
30 April 2024 foreign £'000 30 April 2025
£'000 exchange rate £'000
changes
£'000
Net funds reconciliation
Cash and bank 55,157 (4,876) 24,365 74,646
Bank overdrafts (15,490) - (20,645) (36,135)
Cash and cash equivalents 39,667 (4,876) 3,720 38,511
Loan (16,530) 49 (16,780) (33,261)
Net funds 23,137 (4,827) (13,060) 5,250
NOTES TO THE PRELIMINARY RESULTS ANNOUNCEMENT
1. BASIS OF PREPARATION
The unaudited summary financial information contained within this preliminary
report has been prepared using accounting policies consistent with UK Adopted
International Accounting Standards. The financial information contained in
this announcement does not constitute statutory accounts as defined in Section
434 of the Companies Act 2006. The results for the year ended 30 April 2025
are unaudited. The financial statements for the year ended 30 April 2025 will
be finalised on the basis of the financial information presented by the Board
of Directors in this preliminary announcement and will be delivered to the
Registrar of Companies after the Annual General Meeting. The financial
statements are subject to completion of the audit and may also change should a
significant adjusting event occur before the approval of the statutory
accounts.
At 30 April 2025, the Group's cash and readily available credit was £55.3m
(2024: £58.1m). A very high proportion of our ultimate customers are
governments or government agencies, with a clear need to invest in defence and
security.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
Thus, they continue to adopt the going concern basis in preparing the annual
financial statements.
The preliminary announcement was approved by the Board and authorised for
issue on 16 July 2025.
Copies of the Annual Report and accounts for the year ended 30 April 2025 will
be posted to shareholders on 20 August 2025 and will be available on the
Company's website (www.cohortplc.com
(https://protect.checkpoint.com/v2/r06/___http:/www.cohortplc.com___.ZXV3MjpuZXh0MTU6YzpvOjQ0MjliN2Q5NjUzMzYzYzMwYWY4MWZlZGZkN2NkNDViOjc6NjNiMjoxOTcwMWJmNjk5ZTIwNTJkNDVkZGRlMzgzNDE2NWNiMzIyNTRmNzIyY2I3NzJkMzU5MTBlN2IzYzM4MGRiYWFhOnA6VDpU)
) from that date.
2. SEGMENTAL ANALYSIS OF REVENUE AND OPERATING PROFIT
Year ended Year ended
30 April 2025 30 April 2024
£000 £000
Revenue
Communications and Intelligence 124,891 82,929
Sensors and Effectors 145,152 119,604
270,043 202,533
Adjusted Operating Profit
Communications and Intelligence 21,095 12,842
Sensors and Effectors 12,654 12,787
Central costs (6,274) (4,488)
Adjusted operating profit 27,475 21,141
Amortisation of other intangible assets (3,032) (3,121)
Research and development expenditure credit (RDEC) 3,255 2,870
Cost on acquisition of EM Solutions (1,635) -
Cost on acquisition of ITS (99) -
Credit on forward exchange contracts and loans 138 297
Operating Profit 26,102 21,187
The above segmental analysis is the primary segmental analysis of the Group.
The operating profit as reported under IFRS is reconciled to the adjusted
operating profit as reported above by the exclusion of amortisation of other
intangible assets, RDEC, exceptional items and changes on marking forward
exchange contracts to market value at the year end.
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 consistent basis from year to year.
3. TAX CHARGE
Year ended Year ended
30 April 2025 30 April 2024
£000
£000
UK corporation tax: in respect of this year 6,587 6,388
UK corporation tax: in respect of prior years (377) (252)
Australia corporation tax: in respect of this year 448 -
German corporation tax: in respect of this year 351 528
German corporation tax: in respect of prior years - (354)
Portugal corporation tax: in respect of this year (298) (442)
Portugal corporation tax: in respect of prior years (10) -
Other foreign corporation tax: in respect of this year (4) -
6,697 5,868
Deferred tax: in respect of this year 270 (1,292)
Deferred tax: in respect of prior years (959) (44)
(689) (1,336)
6,008 4,532
The current year deferred tax credit includes a credit of £647,000 (2024:
credit of £852,000) in respect of the amortisation of other intangible assets
and a current year charge of £16,000 (2024: £74,000) in respect of marking
forward exchange contracts to market value at the year end.
4. EARNINGS PER SHARE
The earnings per share are calculated by dividing the earnings for the year by
the weighted average number of ordinary shares in issue as follows:
Year ended Year ended
30 April 2025 30 April 2024
£000 £000
Earnings
Basic and diluted earnings 19,249 15,316
Credit on marking forward exchange contracts at the year end (net of tax (103) (223)
charge of £35,000 (2024: £74,000))
Cost of acquisition of EM Solutions 1,635
Cost of acquisition of ITS 99
Amortisation of other intangible assets (net of tax of £647,000 (2024: 2,374 2,254
£852,000)
Adjusted basic and diluted earnings 23,254 17,347
Year ended Year ended
30 April 2025 30 April 2024
Number Number
Weighted average number of shares
For the purposes of basic earnings per share 42,712,549 40,445,297
Share options 784,652 156,639
For the purposes of diluted earnings per share 43,497,201 40,601,936
Year ended Year ended
30 April 2025 30 April 2024
Pence Pence
Earnings per share
Basic 45.07 37.87
Diluted 44.25 37.72
Adjusted earnings per share
Basic 54.44 42.89
Diluted 53.46 42.72
5. NET CASH GENERATED FROM OPERATING ACTIVITIES
Year ended Year ended
30 April 2025 30 April 2024
£000 £000
Profit for the year 19,620 15,292
Adjustments for:
Tax charge 6,008 4,532
Depreciation of property, plant and equipment 3,199 2,648
Depreciation of right of use assets 2,272 1,952
Amortisation of goodwill and other intangible assets 3,032 3,121
Net finance expense 474 1,363
Derivative financial instruments and other non-trading exchange movements (138) (297)
Share-based payment 698 1,106
Movement in provisions 3,857 2,213
Operating cash inflows before movements in working capital 39,022 31,930
Increase in inventories (7,133) (1,371)
Increase in receivables (8,851) (24,726)
Increase in payables 35,203 23,769
19,219 (2,328)
Cash generated by operations 58,240 29,602
Tax paid (5,459) (4,722)
Interest paid (1,598) (1,863)
Net cash generated from operating activities 51,184 23,017
Interest paid includes the interest element of lease liabilities under IFRS 16
of £334,000 (2024: £284,000).
6. ACQUISITION OF INTERACTIVE TECHNICAL SOLUTIONS
LIMITED
On 31 May 2024 Cohort plc acquired 100% of Interactive Technical Solutions
Limited (ITS) through its wholly owned subsidiary Marlborough Communications
Limited (MCL). This business has been integrated within MCL where it will
continue to provide technical support and services to both MCL and external
customers, including other members of the Group. No further payments are due.
Final
fair value
£'000
Recognised amounts of identifiable assets and liabilities assumed:
Property, plant and equipment 31
Other intangible assets 2,717
Trade and other receivables 308
Cash 777
Trade and other payables (114)
Deferred tax liability (687)
3,032
Goodwill 734
Total consideration (all satisfied by cash) transferred 3,766
Net cash outflow arising on acquisition:
Cash consideration paid 3,766
Cash acquired (777)
2,989
The fair value adjustments reflect adjustments arising out of Cohort's due
diligence work on the acquisition. The fair value adjustment is in respect of
the other intangible assets and is analysed, including their estimated useful
lives, as follows:
Final Estimated life
fair value Years
£'000
Contracts 709 2
Customer relationships 2,008 8
Other intangible assets 2,717
The other intangible assets acquired are based upon the following:
Contracts The estimated profit in the acquired order book of ITS, discounted at an
appropriate WACC over the expected life of the order book. This other
intangible asset will be amortised over the estimated order book life at a
rate to reflect the expected generation of profit from the order book.
Customer relationships The estimated profit in identified future orders and prospects, discounted at
an appropriate WACC over the expected life of the future order or prospect.
This other intangible asset will be amortised over the estimated useful life
at a rate to reflect the expected generation of profit from those future
orders and prospects.
The goodwill of just over £0.7m 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.
For the year ended 30 April 2025, the Group has recognised just over £1.5m of
revenue and £0.5m of adjusted operating profit from ITS.
The costs of acquisition of £99,000 have been disclosed as an exceptional
item in the income statement.
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.
Provisional
fair value
£'000
Recognised amounts of identifiable assets and liabilities assumed:
Contract asset 7,052
Contract liability (6,706)
Property, plant and equipment 1,662
Right of use assets 3,175
Other intangible assets 48,833
Deferred tax asset 3,865
Inventory 10,207
Restricted cash 3,144
Trade and other receivables 4,075
Cash 1,690
Trade and other payables (1,841)
Provisions (3,994)
Right of use liability (2,301)
Deferred tax liability (15,632)
53,229
Goodwill 27,061
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
inventory, trade and other receivables and for other contractual obligations,
including product warranty. Deferred tax recognised on acquisition relates to
the tax effects of the acquisition adjustments.
The fair value adjustment is in respect of the other intangible assets and is
analysed, including their estimated useful lives, as follows:
Provisional Estimated life
fair value Years
£'000
Contracts 4,789 6
Customer relationships and technology assets 44,044 10
Other intangible assets 48,833
The other intangible assets acquired are based upon the following:
Contracts The estimated profit in the acquired order book of EM Solutions, discounted at
an appropriate WACC over the expected life of the order book. This other
intangible asset will be amortised over the estimated order book life at a
rate to reflect the expected generation of profit from the order book.
Customer relationships and technology assets The estimated profit in identified future orders and prospects, discounted at
an appropriate WACC over the expected life of the future order or prospect.
This other intangible asset will be amortised over the estimated useful life
at a rate to reflect the expected generation of profit from those future
orders and prospects.
The goodwill of just over £27m 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.
For the year ended 30 April 2025, the Group has recognised just over £6.7m of
revenue and £1.9m adjusted operating profit from EM Solutions.
The costs of acquisition of £1,635,000 have been disclosed as an exceptional
item in the income statement. £1,754,000 of share placement costs relating to
the issue of shares were recognised directly in the share premium account in
equity.
8. POST BALANCE SHEET EVENTS
The sale of SEA's Transport undertaking for a cash consideration of just over
£8m completed on 30 June 2025 (this sits within our Sensors and Effectors
division). The Transport undertaking is not a strategic part of the Group's
primary defence offering.
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