REG - Cordel Group PLC - Annual Report and Notice of AGM
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RNS Number : 9115F Cordel Group PLC 04 November 2025
4 November 2025
Cordel Group PLC
("Cordel", the "Company" or the "Group")
Results for the year ended 30 June 2025
Publication of Annual Report and Accounts and Notice of Annual General Meeting
Cordel Group PLC (AIM: CRDL), the Artificial Intelligence platform for
transport corridor analytics, is pleased to announce its audited results for
the twelve months ended 30 June 2025 ("FY25").
Financial Summary
GBP 000's Twelve months to 30 June 2025 Twelve months to 30 June 2024 % Change % Change constant currency
Total Revenue 4,789 4,439 8% 10%
Cost of sales (1,261) (1,616) -22% -16%
Other expenses (4,471) (4,557) -2% 2%
Grant income 561 519 8% 17%
Other income 24 19 26% 1%
Loss before Income tax (358) (1,196) -70% -74%
EBITDA (158) (945) -83% -84%
*Constant currency reflects the results had the underlying transactional
currencies been constant in both periods reported.
Operational and Financial Highlights for the Period
· Five significant new customer contracts signed in USA, Europe and
APAC.
o New major Class 1 US railroad signed a multi-year, multi-million dollar
agreement late in FY25 which included a significant provision for our PTC
(Positive Train Control) product in FY26.
o First European partnership outside of the UK with VRSD, a subsidiary of
Vossloh AG.
o New customers in the UK with Southeastern and DG8, a part of Equans.
o New deal agreed with Aurizon, Australia's largest rail freight operator.
· Equity placing to raise £1.0m (gross) at a premium to the market to
accelerate the development of the Group's PTC proposition for the US market.
· Extended the Group's commercial agreement with Amtrak and continued
to deliver successfully in line with our 6.5 year contract.
· Extended the Group's Railway Gauging Data Solutions (RGDS) contract
with Network Rail to deliver a package of enhancements to the service in
response to requirements from a significant number of users within Network
Rail.
· Won new contracts with Genesee & Wyoming in the US and Angel
Trains in the UK.
· Achieved certification from Network Rail for Cordel's AI powered
outputs for Electrified Lines - further validating the Group's technology
worldwide.
· Total revenue of £4.8m, up 8% in reported currency and up 10% in
constant currency.
· Gross margin increased to 74% (FY24: 64%) due to higher proportion of
software and DaaS revenue in new contracts, and lower hardware sales and
third-party costs during the year.
· Significant improvement in EBITDA loss to £158k, a decrease of 83%
year-on-year.
· Expenses (excluding cost of sales) declined by 2% (an increase of 2%
in constant currency).
· Cash balance and trade receivables as at 30 June 2025 was £2,179,783
(30 June 2024 £1,533,621).
Post Period End Highlights
· Launch of our PTC Asset Connect product, which uses multimodal
Artificial Intelligence, and secured data sharing agreements with several
Class 1 railroads; the Group's first commercial deals expected to land during
FY26.
· Extended the long-term relationship with ARTC in Australia, which
started in 2019, expanding the modules now offered to include ballast
profiling and vegetation management.
· Track innovation partnership with TfL in London and proof of concept
project to demonstrate the Group's technical capabilities on the London
Underground.
· Extended the Group's relationship with a major player in the Middle
East in partnership with D/Gauge. Part of TUV Rheinland Group.
John Davis, CEO of Cordel, commented:
"We are delighted by the momentum we have in winning new customer contracts
and extending and renewing our agreements with existing clients.
"By carefully managing margin and our expenses, we have been able to deliver a
significant improvement on EBITDA and maintained a strong cash position at the
end of FY25. We have continued to invest in our technology and product
development, notably with the launch of our PTC Asset Connect product. This
new service has already proved extremely attractive in our discussions with
Class 1 railroads and beyond in North America. With the success we are
seeing in the US, we invested in technical sales support, product management
and customer success resources in that region at the end of FY25 and expect
our commitment to growing the size and quality of that team to reap rewards in
FY26.
"We are delighted with the staff we have at Cordel and based on the quality of
our team, the maturity and scalability of our products and services and the
consistently positive response we get from existing and potential new
customers, we feel genuinely excited about our commercial prospects in FY26
and beyond."
Annual Report
The Annual Report and Accounts are being posted to shareholders today and will
be made available on the Group's website www.cordel.ai (http://www.cordel.ai/)
Key extracts from the report and accounts are presented below.
The Company also announces that the annual general meeting of the Company is
to be held at the offices of Cordel Group plc, Salisbury House, London Wall,
EC2M 5SQ, United Kingdom at 9.00 am on Wednesday 3 December 2025. A notice
of Annual General Meeting has been posted to shareholders today.
Enquiries:
Cordel Group PLC c/o Cavendish
Ian Buddery, Chairman
John Davis, Chief Executive Officer
Cavendish Capital Markets Limited, Broker +44 (0)20 3829 5000
Marc Milmo
Sunila de Silva (Corporate Broking)
Strand Hanson Limited, Nominated Adviser +44 (0)20 7409 3494
Richard Johnson / James Bellman
About Cordel
Cordel produces specialist hardware and software for capturing, analysing and
reporting on large datasets within the transport sector, employing
sophisticated artificial intelligence algorithms.
Further information on the Company is available at: www.cordel.ai
(http://www.cordel.ai/)
STRATEGIC REPORT
The Directors present their strategic report on the consolidated entity
(referred to hereafter as the 'Group') consisting of Cordel Group plc
(referred to hereafter as 'Cordel', 'the Company' or ' the parent entity') and
the entities it controlled at the end of, or during, the year ended 30 June
2025.
The strategic report includes the following sections:
1. Company overview
2. Chairman's statement
3. Review of operations by the Chief Executive Officer
4. s.172 statement
5. Principal risks and uncertainties
6. People
7. Environmental, social and governance
Cautionary statement regarding forward-looking statements
This document contains certain forward-looking statements. These
forward-looking statements include references to matters that are not
historical facts or are statements regarding the Company's intentions, beliefs
or current expectations concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies, and
the industries in which the Group operates. Forward-looking statements are
based on the information available to the Directors at the time of preparation
of this document and will not be updated subsequent to the issue of this
document. The Directors can give no assurance that these expectations will
prove to be correct. Due to inherent uncertainties, including both economic
and business risk factors underlying such forward-looking information, actual
results may differ materially from those expressed or implied by these
forward-looking statements.
Principal activities
Cordel is a United Kingdom ('UK') incorporated software company with
operations in Australia (main country of operation), USA and the UK. Cordel
produces specialist software and hardware for capturing, analysing and
reporting on large datasets within the transport sector, employing
sophisticated artificial intelligence algorithms.
1. COMPANY OVERVIEW
Cordel is an Artificial Intelligence ("AI") and Master Data Management ("MDM")
software company, one of very few who has built its own AI engine. This is the
core computational system that powers AI-driven applications, handling data
processing, running algorithms, and making intelligent decisions to enable
learning, reasoning, and prediction. Combined with the ability to
automatically upload, process and report on very large datasets, Cordel is
uniquely positioned for the ultra-efficient capture, analysis and online
interrogation of infrastructure such as rail, roads, pipelines and power
lines.
The Cordel Group's software engineering laboratory is in Newcastle Australia,
with sales, delivery and support specialists in the UK and USA. Senior
management are UK based, with the USA management team expanding at pace.
The Group also designs and manufactures LiDAR (Light Detection And Ranging)
sensors optimised and ruggedised for train and other vehicle data capture
applications.
The flagship Cordel solution is focused on the rail industry, inspecting the
corridor and predicting and identifying its maintenance needs including issues
with vegetation, platform and tunnel clearance, overhead lines and track
ballast. The solution utilises point cloud and video data, captured via
Cordel's sensors or by customers' other sub-contractors, to produce digital
twins of the rail network at survey-grade accuracy. It then employs Multimodal
AI to analyse the huge datasets, confirming calculations, providing insights
and recommending actions in near real time. Rail staff inspect their network
via Cordel's cloud-based viewing software, which is as easy to use as popular
map/navigation applications.
The release of Cordel's Positive Train Control (PTC) solution in July 2025
represents a major advance in both technology and addressable market.
Cordel's Multimodal Artificial Intelligence is a first for the rail industry
and both the PTC market in the US and the global asset identification and
management market, represent potential for significant revenue growth. Our
objective at Cordel is 'to make AI useful' and PTC Asset Connect is a
considerable step forward.
Cordel is seeking to establish a strong business in rail before expanding into
other sectors. The Group's list of 'anchor' customers is growing quickly, with
Amtrak and Genesee & Wyoming in the USA, Network Rail and Angel Trains in
the UK, Saudi Arabia Railways in the Middle East and Aurizon and the
Australian Rail Track Corporation (ARTC) in Australia.
The Market
The markets for Cordel's solutions are large in size and global in extent and
include the UK, USA, Europe, Middle East and Australia.
Managing infrastructure assets is a major component of the overall railway
management system market, which is projected to grow strongly. Global Market
Insights Inc, in their report published September 2023 said, "Railway
Management System Market size was valued at USD 37.4 billion in 2022 and is
estimated to register a CAGR over 11.5% between 2023 and 2032. Included in
this, the global Positive Train Control Market size was valued at USD 1.5
Billion in 2024 (verifiedmarketresearch.com). The increasing adoption and
integration of AI technology and cloud-based services is enhancing predictive
maintenance, optimising rail operations, and reducing downtime. Cloud-based
solutions facilitate real-time access, enabling efficient decision-making
across the railway network. This synergy empowers operators to enhance
safety, improve efficiency, and provide superior passenger experiences. As the
industry recognizes the transformative potential of AI and cloud technologies,
their implementation is expected to drive innovations, streamline operations,
and elevate the overall efficiency & competitiveness of the market."
The Cordel offering is established in this growth environment and is taking
market share away from older, less effective approaches. Cordel provides a
wider range of analytic outputs than competitive services and can monitor and
analyse infrastructure faster, more often and at lower cost, due in no small
part to the high levels of automation inherent in its design.
2. CHAIRMAN'S STATEMENT
The Company has achieved excellent progress in the 2025 fiscal year, with 5
new customer wins and 4 existing contract expansions. An intense development
program for our PTC (Positive Train Control) system paid dividends with a
US$3.8million component in a major contract with a leading Class 1 freight
railroad, announced 2nd June 2025.
Our PTC solution includes an important technology breakthrough, with the
employment of Multimodal Artificial Intelligence, using imagery and point
clouds simultaneously. This is a genuinely new way to automate asset
extraction, utilizing techniques previously only used in autonomous driving
and robotics.
Our software continues to deliver industry-leading accuracy and processing
speed in the application of Artificial Intelligence to railway infrastructure
management. Our train-mounted sensors are capturing data around the clock and
we lead the world in track miles scanned and processed. In FY25 we processed
30,000 Kilometres of track data, compared to 14,000 Kilometres in FY24. This
recurring revenue "data as a service" is now our primary focus for strategic
growth.
We were delighted with the strong positive cashflow performance in the second
half of FY25, partially a result in the shift in revenue mix towards track
data processing with fewer sensor hardware sales. Our "BYOD" (Bring Your Own
Data) approach has been well received by the market and our ability to digest
diverse data formats is a key differentiator.
As always, the Board is grateful for the dedication and hard work of our
people in the UK, United States and Australia. We are successfully growing
our team while maintaining our culture of excellence, teamwork and dedication.
Our purpose is to build a strong and resilient business, growing shareholder
value through consistent revenue and margin growth and an increasing customer
base. We have confidence in the long-term outlook and we thank our
shareholders for their continuing support.
_____________________________
Ian Buddery
Chairman
31 October 2025
3. REVIEW OF OPERATIONS BY THE CHIEF EXECUTIVE OFFICER
I am delighted to report on another year of achievement at Cordel, adding key
new flagship clients and delivering complex data processing at scale across
our customer base, with overall positive cash flow and continuing investment
in product and people.
Our USA Vice President, Tim Francis, is leading productive engagement
throughout the US Rail industry, raising our profile and winning major
contracts, with a pipeline of quality opportunities for FY26 and beyond.
Despite a period of uncertainty in early 2025, our USA revenue grew by 12.76%
compared to FY24.
We believe that building partnerships with major rail engineering companies is
key for our long-term growth. We are making quiet progress and adding new
relationships: FY25 being notable for a successful Proof of Concept with a
major European national railway, in partnership with Vossloh AG.
"Land and Expand" is another key strategy: we focus on delivering above
expectations and in return aim to consistently achieve expansion in the scope
and scale of projects. Our contract expansion with Genesee & Wyoming,
announced in February 2025, is a great example of this.
In the UK market, we continue to deepen our relationship with Network Rail.
Halfway through our flagship RGDS contract, we continue to enhance this
service and identify new ways to provide even greater value. The
Infrastructure Monitoring project at Network Rail is now moving forward in
earnest and we see numerous opportunities for Cordel in the data analytics
space.
Our outlook for FY26 is for a return to historical revenue growth levels and
gathering momentum around PTC sales in the USA. The rail industry is
engineering-led and cautious but operates with long-term contracts that reward
patience and consistent delivery. Our technology is recognised and proven
with the largest and best rail operators worldwide, which gives us confidence
in Cordel's future.
Overview of results
GBP 000's Twelve months to 30 June 2025 Twelve months to 30 June 2024 % Change % Change constant currency
Total Revenue 4,789 4,439 8% 10%
Cost of sales (1,261) (1,616) -22% -16%
Other expenses (4,471) (4,557) -2% 2%
Grant income 561 519 8% 17%
Other income 24 19 26% 1%
Loss before Income tax (358) (1,196) -70% -74%
EBITDA (158) (945) -83% -84%
We are pleased to report a significant improvement in our EBITDA loss, which
has decreased by 83% year-on-year. Gross margin increased to 74% in the twelve
months to 30 June 2025 (64% in FY24) due to higher proportion of software and
DaaS revenue in new contracts, and lower hardware sales and third-party costs
during the year.
Strategy
In FY25, we set out to gain new customers and deliver new products - across
our core markets of the UK, United States and Australia. We invested in
software development, in sales and business development,
plus engineering and delivery resource. We were therefore delighted to achieve
5 new customers and 4 contract upgrades, with new names in all core markets.
Looking into FY26, we continue to see considerable opportunity in the United
States and the Americas more broadly. With the benefit of more customer wins,
we feel increasingly confident of our price per mile structure for different
rail specific use cases and on the demand that exists for scanning and
analysing new and existing data for railroads globally. With the global
interest in PTC and our new Multimodal AI capabilities, we believe that we are
well positioned to build towards a £10m revenue business.
FY25 has been a breakthrough year for the Artificial Intelligence (AI) and
Machine Learning (ML) that we use in our analysis of rail corridor data. Our
AI engineering team is world class and innovations will continue to flow.
Technical leadership is our core market positioning and will produce
significant shareholder value in the future.
The nature of our AI / ML approach means our offering is in a state of
constant self-improvement, a virtuous circle in which the datasets added from
each new customer and application refine our solution's knowledge base and the
quality of the insights we are able to generate.
Ongoing operations
As of 30 June 2025, the Group had cash of £1,504,442 and trade receivables of
£675,341.
Our vision remains to 'Create safer, more efficient and sustainable railways
around the world'. We have vibrant offices in Newcastle, Australia and in
Moorgate, London in the UK. Our team in the USA continues to work from home
offices but get together regularly at events, conferences and customer
meetings. We plan to make only a small number of key hires during FY26,
meaning that we plan to increase operating expenses by less than 10%.
Our core values are unity, humility, integrity, curiosity, excellence and
ambition. We have been delighted to recruit individuals who are completely
aligned with our attitude to and ways of working. As the business has matured,
we have improved processes and systems and will continue to do that as our
growth continues in FY26.
Outlook
We are very confident that we can achieve strong growth in FY26 by acquiring
more new customers across the globe and by broadening the services we offer to
our existing customer base. We continue to be ruthlessly focused on maximising
shareholder value and remain very confident that Cordel can deliver
considerable revenue growth in the coming years.
John Davis
Chief Executive Officer
31 October 2025
4. S.172 STATEMENT
The Directors of Cordel Group Plc are responsible for promoting the success of
the Company for the benefit of its shareholders, while having due regard to
the following factors as set out in Section 172(1) of the Companies Act 2006:
a) Long-term Consequences of Decisions
The Board consistently takes into account the long-term impact of its
decisions. In FY25, we made significant investments in sales and AI teams to
enhance our long-term growth prospects, particularly in the US. We also
accelerated R&D on our new product - PTC Asset Connect. This decision
aligns with our strategy to become a leader in innovation and create safer,
more efficient and sustainable railways around the world.
b) Interests of Employees
Our employees are a key asset of the Company, and their engagement,
development, and well-being are critical to our success. During the year, we
conducted an Employee Engagement Survey and workshops in each region to gather
employee feedback, and created an action plan designed to strengthen our
culture, align on our values and make Cordel an even better place to work.
Across all locations, we encourage skills development through training and
mentorship, and team building inside and outside of the workplace. We strive
to be regarded as a great employer and measure this by the quality people we
attract and retain.
c) Fostering Business Relationships with Suppliers, Customers, and Others
The Company values its relationships with key stakeholders, including
suppliers and customers. We have continued to collaborate closely with
suppliers to ensure ethical sourcing and improved efficiency across the supply
chain. In FY25, we achieved certification from Network Rail Technical
Authority for the measurement of Overhead Line Equipment using LiDAR data
captured from ordinary passenger trains, operated in normal service at line
speeds of 140 km/h. Network Rail has the most stringent infrastructure
monitoring standards in the world and this certification has confirmed our
status as the most advanced supplier of AI-driven rail infrastructure insights
globally. We also added 5 new customers including a Class 1 Railroad in the
USA, secured 4 contract extensions and announced our first notable POC with a
major European national railway, in partnership with Vossloh AG.
d) Impact on the Community and the Environment
Cordel Group plc is committed to minimising its environmental footprint and
contributing positively to the communities in which we operate. Our technology
helps railways reduce their environmental footprint by reducing the need for
inspection locomotives and we are driven by a conviction that rail transport
is a social good.
e) Maintaining a Reputation for High Standards of Business Conduct
We are dedicated to maintaining the highest standards of corporate governance
and ethical behaviour. In FY24, the Company appointed new brokers, Cavendish
Capital Markets Limited, with a view to further developing our governance and
compliance.
f) Acting Fairly Between Members of the Company
The Board is mindful of its responsibilities to treat all shareholders fairly
and equitably. We have maintained regular communication with shareholders and
ensured transparency in our decision-making process, particularly regarding
our commercial progress and long term growth plans.
The Board recognises that its decisions impact a broad range of stakeholders
and is committed to ensuring that these interests are appropriately balanced
with the Company's strategic objectives.
5. PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group's growth
strategies are subject to a number of risks which could adversely affect the
Group's future development. The following is not an exhaustive list or
explanation of all risks and uncertainties associated with the Group but those
considered by management to be the principal risks:
Risks relating to the Group and the industry in which it operates:
Dependence on major clients
The Group's future growth relies on new sales to rail network owners in
multiple countries. These owners typically have complex procurement
arrangements which include product trials and competitive tenders. This risk
is mitigated by increasing sales and business development teams in order to
broaden the pool of opportunities and entering into partnership agreements
with a range of rail-focused firms, such as Holland LLP in the USA and Vossloh
in Europe.
Business strategy
Although the Group has a clearly defined strategy, there can be no guarantee
that its objectives will be achieved or that the Group will achieve the level
of success that the Company's Directors expect. Therefore, the Group may
decide to change aspects of its strategy as needed. The Group's ability to
implement its business strategy successfully may be adversely impacted by
factors that the Group cannot currently foresee, such as unanticipated market
forces, costs and expenses or technological factors. Should it be unsuccessful
in implementing its strategy or should it take longer than expected to
implement, the future financial results of the Group could be negatively
impacted. This risk is mitigated by the continual review of the business
performance to its plan and that changes are made to ensure the Group has
sufficient liquidity to pursue its current plan.
Technological changes
Generally, product markets are exposed to rapid technological change, changes
in use, changes to customer requirements and preferences; and services
employing new technologies and the emergence of new industry standards and
practices. The Group operates in a market with such changes which have the
potential to render the Group's existing technology and products competitively
impaired.
To successfully remain competitive, the Group will ensure continued product
improvement and the development of new markets and capabilities to maintain a
pace congruent with changing technology. This added strain may stretch the
Group's capital resources which may adversely impact the revenues and
profitability of the Group. The Group's success is dependent on the ability to
effectively respond and adapt to technological changes and changes to customer
preferences. There can be no assurance that the Group will be able to
effectively anticipate future technological changes or changes in customer
preferences. Furthermore, there is also no assurance that the Group will have
sufficient financial resources to effectively respond in a timely manner if
such a change is anticipated.
Competition
There is no guarantee against new entrants or current competitors providing
superior technologies, products or services to the market. There is no
certainty that new entrants or current competitors will not provide equivalent
products for a lower price. The Group may be forced to make changes to one or
more of its products or to its pricing strategy to effectively respond to
changes in customer preferences in order to remain competitive. This may
impact negatively on the Group's financial performance. The Group will
continue to review its competitive position and adjust its business plan to
maintain relevance to its customers' requirements.
Inability to contract with customers on the most favourable terms to the Group
The Group contracts with a wide variety of companies and partners, many of
which are in strong negotiating positions and have greater financial resources
than the Group. The Group may in the future have limited scope for negotiation
of the price or contract terms with some of its major clients.
The Group's software may not perform as expected and the Group could be at
risk of defects which adversely affect its customers
There is no guarantee that the Group's software will perform as intended.
Costs spent on developing the software may therefore not be recouped and this
may result in reduced profitability for the Group. As the software is complex,
it may contain defects or vulnerabilities which may not be detected until
after deployment to major customers. To mitigate this risk the Group has
implemented applicable internal code review and testing processes. The
software is then subject to customer acceptance testing and an ongoing high
level of technical support.
Data security and data privacy
The Group is subject to data and privacy regulations, particularly General
Data Protection Regulation ('GDPR') and its equivalents in the US and other
markets in which we intend to operate. Failure to comply with legal or
regulatory requirements relating to data security or data privacy in the
course of the Group business activities, could result in reputational damage,
fines or other adverse consequences, including criminal penalties and
consequential litigation, adverse impact on the Group's financial results or
unfavourable effects on the Group's ability to do business. To mitigate this
risk the Group has implemented policies and processes to ensure data is held
securely and privacy is maintained. The Group also holds ISO27001: Information
Security Management Systems certification in Australia.
Dependence on key executives and personnel
The Group is dependent on a small number of key executives. In addition, the
future performance of the Group will, to some extent, be dependent on its
ability to retain the services and personal connections or contacts of key
executives and to attract, recruit, motivate and retain other suitably
skilled, qualified and industry experienced personnel to form a high calibre
management team. Such key executives are expected to play an important role in
the development and growth of the Group in particular, by maintaining good
business relationships with customers, regulatory and governmental departments
and essential partners, contractors and suppliers. The failure to appoint or
retain such people could adversely affect the Group.
Ability to recruit and retain skilled personnel
The Group believes that it has the appropriate incentive structures to attract
and retain the calibre of employees necessary to ensure the efficient
management and development of the Group. However, any difficulties encountered
in hiring appropriate employees and the failure to do so, or a change in
market conditions that renders current incentive structures ineffective, may
have a detrimental effect upon the trading performance of the Group. The
ability to attract new employees with the appropriate expertise and skills
cannot be guaranteed.
Financial controls and internal reporting procedures
The Group's future growth and prospects will depend on its ability to manage
growth and to continue to maintain, expand and improve operational, financial
and management information systems on a timely basis, whilst at the same time
maintaining effective cost controls. Any damage to, failure of or inability to
maintain, expand and upgrade effective operational, financial and management
information systems and internal controls in line with the Group's growth,
could have a material adverse effect on the Group's business, financial
condition and results of operations. The Group mitigates this through the
implementation of internal controls as well as the review of monthly financial
performance by the Board.
Economic uncertainty
Any economic downturn either globally or locally in any area in which the
Group operates may have an adverse effect on demand for the Group's products.
A more prolonged downturn may lead to an overall decline in sales. Economic
uncertainty might have an adverse impact on the Group's operations and
business results, in part based on slower decision making from our potential
clients. To mitigate this risk the Group will monitor both the Group's
performance and general market conditions on a monthly basis. The Group will
also maintain adequate liquidity to sustain short term fluctuations in market
conditions.
Disruptions to global supply chains, including those arising from trade
restrictions, tariffs, or other geopolitical uncertainties, may adversely
affect the Group's ability to deliver products and services to its clients in
a timely and cost-effective manner. Such disruptions could increase costs or
limit availability of resources, which in turn may reduce demand from clients
or delay new projects, leading to an adverse impact on the Group's revenues
and profitability. To mitigate this risk, the Group will continue to diversify
its supplier base where practicable, maintain close communication with
critical suppliers, and monitor international trade developments closely to
anticipate potential impacts on operations.
6. PEOPLE
Equal opportunity
The Group is committed to an active equal opportunities policy. It is the
Group's policy to promote an environment free from discrimination, harassment
and victimisation, where everyone receives equal treatment regardless of
gender, colour, ethnic or national origin, disability, age, marital status,
sexual orientation or religion. Employment practices are applied which are
fair, equitable and consistent with the skills and abilities of the employees
and the needs of the Group.
Employment of people with disabilities
Applications for employment from people with disabilities are always fully
considered based on the individual's skills, qualifications, and experience.
If an employee becomes disabled during their employment, the Group will make
every effort to support their continued employment, including providing
reasonable accommodations and, where appropriate, re-training. The Group is
committed to ensuring that training, career development, and promotion
opportunities for employees with disabilities are equal to those available to
all employees.
7. ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Cordel's vision is to create safer, more efficient and sustainable railways
around the world. Our environmental credentials are at the heart of our
business. As part of the Board's continued focus on this area, we went through
an independent assessment (carried out by Addidat) of our ESG maturity across
six key dimensions: Net Zero, Employee Engagement & Welfare, Diversity
Equity & Inclusion (DEI), Supply Chain, Corporate Governance and ESG
Business Integration. We were reassured by the findings which showed that we
are relatively well positioned against comparable AIM listed companies (in
terms of employee numbers and turnover). The Board has used this report to
identify the areas where we need greater focus and we continue to develop
Cordel's ESG credentials as the Company grows and matures. As part of our
Staff Engagement Survey, we learned how important Corporate Social
Responsibility (CSR) is to our employees and we now have an action plan in
place to strengthen our position in this area further including creating our
carbon reduction plan and aiming to bring forward our net zero date from 2050.
This report is made in accordance with a resolution of Directors.
_____________________________
Ian Buddery
Chairman
31 October 2025
CORPORATE GOVERNANCE
The Directors acknowledge the importance of high standards of corporate
governance and intend, given the Group's size and the constitution of the
Board, to comply with the principles set out in the QCA Corporate Governance
Code published by the Quoted Companies Alliance in April 2023 (the 'QCA Code')
and, where it does not comply with any of its recommendations, to explain the
reasons therefore.
In the Board's opinion, the Group currently complies with the ten principles
of the QCA Code which, together, are designed to deliver growth, maintain a
dynamic management framework and build trust. As the Group expands, the Board
will review its corporate governance framework and will consider adoption of
additional principles and practices including from the UK Corporate Governance
Code 2024 published by the Financial Reporting Council (the 'UK Corporate
Governance Code').
Read more in our Corporate Governance Statement of Compliance with the QCA
Corporate Governance Code at the following website link:
https://
(https://cordel.ai/wp-content/uploads/2025/07/Cordel-Statement-of-QCA-compliance-2025.pdf)
cordel.ai/wp-content/uploads/2025/07/Cordel-Statement-of-QCA-compliance-2025.pdf
(https://cordel.ai/wp-content/uploads/2025/07/Cordel-Statement-of-QCA-compliance-2025.pdf)
On behalf of the Directors
___________________________
Ian Buddery
Chairman
31 October 2025
DIRECTORS' REPORT
The Directors present their report, together with the financial statements, on
the consolidated entity (referred to hereafter as the 'Group') consisting of
Cordel Group plc (referred to hereafter as the 'Company' or 'parent entity')
and the entities it controlled during the year ended 30 June 2025.
Directors
The following persons were Directors of Cordel Group plc up to the date of
this report, unless otherwise stated:
Ian Buddery Non-Executive Chairman
John Davis Executive Director and CEO
Jonathan Macleod Independent Non-Executive Director
Nicholas McInnes Independent Non-Executive Director,
resigned 20.10.25
Aaron Hoye Executive Director and Chief
Technology Officer
Thouraya Walker Appointed Non-Executive Director on 16
September 2024. Formerly Executive Director, Company Secretary, and Chief
Financial Officer
Natasha Dinneen Appointed Executive Director, Company
Secretary and Chief Financial Officer on 16 September 2024. Formerly Interim
CFO
Ian Buddery, aged 68 - Non-Executive Chairman
Ian has extensive public company experience and a long background in the
telecommunications and financial services industries in both international and
local markets. Ian has founded multiple companies; obtained venture capital
and angel funding, performed two IPOs, six acquisitions and two significant
trade sales. Ian was the founder, CEO and Executive Chair of eServGlobal,
founded in 1991 and listed on the Australian Securities Exchange ('ASX') in
2000 and the AIM in 2004. (LSE: ESG).
Ian was appointed a Director of Cordel Group plc Ltd on 6 December 2017.
John Davis, aged 55 - Executive Director and Chief Executive Officer
John has been working with banks and SMBs for more than 20 years. Based in
London, John was the Marketing and Product Director for Barclays Business from
2005-2010 before setting out on an entrepreneurial career as the co-owner and
Managing Director of Business Centric Services Group Limited, an award
winning, high growth business, helping banks and telecommunication companies
to enhance their digital engagement with and propositions for small and medium
sized businesses. He also
acted as Chair and co-owner of two other London based FinTech start-ups. John
completed the sales of all three of these companies during 2016 and 2018.
John was appointed a Director of Cordel Group plc on 4 May 2018 and CEO on 1
March 2023.
Jonathan Macleod, aged 68 - Independent Non-Executive Director
Jonathan is a practicing Chartered Accountant and Financial Adviser with over
30 years of experience in the Financial Services and Software industries in
both NZ and Australia. He has held senior executive positions within the
National Bank of NZ and Rabobank Australia/NZ. Jonathan was the Chief
Financial Officer of ASX listed company eServGlobal from 2008 to 2010.
Jonathan was appointed a Director of Cordel Group plc on 4 May 2018.
Nicholas McInnes, aged 70 - Independent Non-Executive Director
Nicholas McInnes has been a United Kingdom diplomat through much of his
career, focusing on international trade and investment in such key positions
as the British Consul General, Sydney and Director General Trade &
Investment for Australia and New Zealand; and Director Trade & Investment
USA and Deputy Consul General New York.
Nicholas was appointed a Director of Cordel Group plc on 13 March 2020 and
stepped down post-period, on 20 October 2025, but continues as Chair of the
Advisory Board.
Aaron Hoye, aged 43 - Executive Director, Chief Technology Officer
Aaron co-founded Cordel in 2012 and has extensive technology experience of
both hardware and software across a range of settings, covering remote sensor
technologies, including LiDAR and photogrammetry, data fusion & data
processing, machine learning and UI design. He has a degree in Computer
Science and Mathematics from the University of Newcastle, New South Wales.
Aaron was appointed a Director of Cordel Group plc on 14 April 2022.
Thouraya Walker, aged 46 - Non-Executive Director
Thouraya's background includes roles at BDO LLP, Mazars LLP, Standard
Chartered Bank and Oliver Wyman Limited. She is a fellow of the Institute of
Chartered Accountants England and Wales and holds a degree in Mathematics from
the University of York.
Thouraya was appointed as Chief Financial Officer on 1 April 2023 and became a
Director on 3 May 2023. During her sabbatical from March to September 2024,
she remained a Director and continued to attend board meetings. Following the
end of her sabbatical, Thouraya returned to Cordel as Non-Executive Director.
Natasha Dinneen, aged 35 - Executive Director, Chief Financial Officer and
Company Secretary (appointed 16 September 2024)
Natasha is a former KPMG auditor and has held senior finance roles with
early-stage technology companies in the UK. She is a member of the Institute
of Chartered Accountants England and Wales.
Natasha was appointed to the Board as permanent Chief Financial Officer,
Director and Company Secretary in September 2024, after 6 months as interim
Chief Financial Officer.
Principal activities
Information on the Group's principal activities is disclosed in the strategic
report.
Results and dividends
The loss for the Group after providing for income tax and non-controlling
interest amounted to £402,015 (30 June 2024: £1,299,111).
No dividend has been paid during the financial year and the Directors do not
recommend a final dividend in respect of the year ended 30 June 2025 (30 June
2024: £Nil).
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and financial position are given in the
strategic review and this Directors' report. In addition, the notes to the
financial statements include details on the Group's borrowing facilities and
its objectives, policies and processes for managing its capital; its financial
risk management objectives; and its exposures to credit risk and liquidity
risk.
The Group has considerable financial resources together with a member base
split across different geographic areas. The Group's forecasts and
projections, taking into account reasonably possible changes in trading
performance, show that the Group should be able to operate for the foreseeable
future with the current working capital. As a consequence, the Directors
believe that the Group is well placed to manage its business risks
successfully.
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Company and the 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 the
financial statements.
Likely future developments
Information on likely future developments of the Group is disclosed in the
strategic report.
Financial instruments
Information on the Group's financial instruments is disclosed in the strategic
report and note 22 to the financial statements.
Charitable and political donations
The Company made a charitable donation to Railway Children during the
financial year. No political donations were made during the financial year.
Employment of people with disabilities
While the Group has not established a formal policy on the employment of
persons with disabilities due to its size, it remains committed to equal
opportunity in recruitment. Applications from individuals with disabilities
are given full and fair consideration, provided that the candidate's skills
and abilities align with the requirements of the role.
Indemnity of Directors
The Company has indemnified the Directors of the Company for costs incurred,
in their capacity as Directors, for which they may be held personally
liable, except where there is a lack of good faith.
Substantial shareholdings
The substantial shareholders in the Company as at 30 June 2025 were as
follows:
Nicholas Smith
11.80%
Aaron Hoye Family Investments Pty Ltd 11.80%
Rathbones
9.43%
Maven Renovar VCT PLC
7.57%
Havenwood Pty Ltd
4.90%
Ian Buddery
4.69%
Chris Gorman
4.53%
New Highland Pty Limited
3.46%
Disclosure of information to the auditors
So far as each person who was a Director at the date of approving this report
is aware, there is no relevant audit information, being information needed by
the auditor in connection with preparing its report, of which the auditor is
unaware. Having made enquiries of fellow Directors and the Group's auditor,
each Director has taken all the steps that they are obliged to take as a
Director in order to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
Auditor
Oury Clark was appointed in an earlier financial year and pursuant to section
487 of the Companies Act 2006 will be deemed to be re-appointed and therefore
continue in office.
_____________________________
Ian Buddery
Chairman
31 October 2025
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the strategic report, Directors'
report and the financial statements in accordance with applicable law and
regulation.
UK company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the Group
financial statements in accordance with applicable law and International
Financial Reporting Standards ('IFRS') as adopted by the United Kingdom and
the parent company financial statements in accordance with applicable law and
United Kingdom Accounting Standards, including Financial Reporting Standard
101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted
Accounting Practice). Under company law the directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and the profit or loss
of the Group for that year.
In preparing these financial statements, the Directors are required to:
● select suitable accounting policies and then apply them
consistently;
● make judgements and accounting estimates that are reasonable and
prudent;
● state whether applicable IFRS as adopted by the United Kingdom and
applicable United Kingdom Accounting Standards have been followed for the
Group and the Company respectively, subject to any material departures
disclosed and explained in the financial statements; and
● prepare the financial statements on a going concern basis unless
it is inappropriate to presume that the Group and Company will continue in
business.
The Directors confirm they have complied with all the above requirements in
preparing the financial statements.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time, the financial position of the
Group and Company and enable them to ensure that the financial statements
comply with the Companies Act 2006 and, as regards the Group financial
statements, Article 4 of the IAS Regulation. They are also responsible for
safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
_____________________________
Ian Buddery
Chairman
31 October 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CORDEL GROUP PLC
Opinion
We have audited the financial statements of Cordel Group Plc (the 'parent
company') and its subsidiaries (the 'group') for the year ended 30 June 2025
which comprise the Consolidated Statement of Profit or Loss and Other
Comprehensive Income, the Consolidated Balance Sheet, the Company Balance
Sheet, the Consolidated Statement of Changes in Equity, the Company Statement
of Changes in Equity, the Consolidated Statement of Cash Flows, Notes to the
Consolidated Financial Statements, including a summary of significant
accounting policies, and Notes to the Company Financial Statements, including
a summary of significant accounting policies. The financial reporting
framework that has been applied in the preparation of the group financial
statements is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the UK. The financial reporting framework that has been
applied in the preparation of the parent company financial statements is
applicable law and United Kingdom Accounting Standards, including Financial
Reporting Standard 101 "Reduced Disclosure Framework" (United Kingdom
Generally Accepted Accounting Practice).
In our opinion:
- the financial statements give a true and fair view of the state of the group's
and of the parent company's affairs as at 30 June 2025 and of the group's
loss for the year then ended;
- the group financial statements have been properly prepared in accordance with
IFRSs as adopted by the UK;
- the parent company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditors' responsibilities for the
audit of the financial statements section of our report. We are independent
of the group and parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that individually or
collectively, may cast significant doubt on the group's and the parent
company's ability to continue as a going concern for a period of at least 12
months and 1 day from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant section of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements, as a whole, and in our opinion thereon, and we do
not provide a separate opinion on these matters.
Overview of our audit approach (for the Group)
Key audit matters
1. Goodwill valuation
2. Revenue recognition
3. Management override
Audit scope
1. We performed an audit of the consolidated group.
2. We undertook audit work in relation to elements that were material to
the group, utilising local expertise where needed.
Materiality
Overall group materiality was £95,700. This represents 2% of the group's
turnover for the year.
Key audit matters
Goodwill valuation
Risk
1. The group recorded losses in the year and some of the subsidiaries also
continued to generate losses.
2. There is a risk that the Goodwill stated in the group financial
statements is overstated if the subsidiaries no longer provide a sufficient
level of value.
Our response to the risk
1. We reviewed management's assessment and challenged the assumptions
provided through discussions.
2. We reviewed management's strategic and operational plans for the
future, including projected cash flows, growth forecasts, and expected market
conditions.
3. We assessed whether the original value arising on acquisition is still
appropriate.
Key observations communicated to the audit committee
We concluded that the Goodwill arising on initial acquisition is still
appropriate and that no impairment was required.
Revenue recognition
Risk
1. The group has a number of large value contracts with different terms.
2. There is a risk that revenue is not recognised in line with the
contract terms and deliverables, which could result in overstatement or
understatement of revenue. We consider the overstatement risk to be more
significant given the potential impact on investment and company valuation.
Our response to the risk
1. We obtained a sample of contracts for customers in the year and
reviewed invoicing schedules alongside evidence of stage of completion at the
year end.
2. We reviewed the sales pipeline for new revenue as part of our going
concern review without noting any contracts omitted from revenue in the year.
Key observations communicated to the audit committee
We concluded that revenue has been appropriately recognised in the period.
Management override
Risk
1. In accordance with the ISAs (UK), management override is considered to
be a significant risk.
2. There is a risk that management make inappropriate entries into the
financial ledgers in order to gain a benefit for either themselves or the
company.
Our response to the risk
1. We obtained nominal ledger detail for the transactions of the group in
the year.
2. We reviewed these for reasonableness and evidence of any management
override, including but not limited to, a review of journals.
Key observations communicated to the audit committee
We did not note any management override in the period.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope for each entity within
the group. Taken together, this enables us to form an opinion on the
consolidated financial statements. We take into account size, risk profile,
the organisation of the group and effectiveness of group-wide controls,
changes in the business environment and other factors when assessing the level
of work to be performed on each entity.
In assessing the risk of material misstatement to the group financial
statements, and to ensure we had adequate quantitative coverage of significant
accounts in the financial statements, we selected all components covering
entities within Australia, America, and the UK, which represent the principal
business units within the Group.
We performed audit testing on the material elements of the UK parent entity
and the Australian, American, and UK subsidiaries, utilising experts where
needed.
The reporting components where we performed audit procedures accounted for
100% of the Group's loss before tax, 100% of the Group's revenue and 100% of
the Group's total assets.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £95,700 (2024: £87,500) which
is 2% of the turnover for the year (2024: 2% of the turnover for the year). We
believe that turnover is the most appropriate basis for materiality as the
group has matured and revenue has grown.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the
Group's overall control environment, our judgement was that performance
materiality was 85% (2024: 85%) of our final materiality, being £81,345
(2024: £74,500). We have set performance materiality at this level as we
consider this to be commensurate with the overall control environment and the
assessed audit risk.
Reporting threshold
The amount below which identified misstatements are considered as being
clearly trivial.
It was decided that we would report all audit differences in excess of £5,000
(2024: £1,000), which is set as circa 5% of materiality (2024: circa 1% of
materiality), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Overview of our audit approach (for the Parent company)
Key audit matters
Management override
Investment valuation
Recoverability of intercompany balances
Audit scope
We performed an audit of the parent company.
Materiality
Materiality for the parent company was initially determined based on 5% of net
assets, reflecting its role as a holding entity with high levels of activity
despite having no external revenue. However, in consideration of the group's
aggregate materiality and to ensure appropriate coverage across all
components, parent company materiality was subsequently capped at 50% of group
materiality. This resulted in a final materiality threshold of £47,850.
Key audit matters
Management override
Risk
1. In accordance with the ISAs (UK), management override is considered to
be a significant risk.
2. There is a risk that management make inappropriate entries into the
financial ledgers in order to gain a benefit for either themselves or the
company.
Our response to the risk
1. We obtained nominal ledger detail for the transactions of the company
in the year.
2. We reviewed these for reasonableness and evidence of any management
override, including but not limited to, a review of journals.
Key observations communicated to the audit committee
We did not note any management override in the period.
Investment valuation
Risk
1. The group recorded losses in the year and some of the subsidiaries also
continued to generate losses.
2. There is a risk that the investment in subsidiaries stated in the
parent company financial statements is overstated if the subsidiaries no
longer provide a sufficient level of value.
Our response to the risk
1. We reviewed management's assessment and challenged the assumptions
provided through discussions.
2. We reviewed plans going forwards and worked to understand the status of
the subsidiaries in light of operational changes within the group.
3. We assessed whether the original value paid when acquiring from a third
party on acquisition is still an expected minimum market value.
Key observations communicated to the audit committee
We concluded that the Investment value is still appropriate and that no
impairment was required.
Recoverability of intercompany balances
Risk
1. There is a risk that intercompany balances due from subsidiaries are
not recoverable.
Our response to the risk
1. We reviewed any intercompany debtor balances and considered the
entities' ability to repay.
Key observations communicated to the audit committee
In the prior year, a provision was recognised for a balance that was
considered unlikely to be recoverable. During the current year, we reassessed
this balance and concluded that the full amount continued to be irrecoverable.
Following discussions with management, the provision was amended to align with
the outstanding balance, resulting in a reduction to the provision.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation
of performance materiality determine our audit scope. We take into account
size, risk profile, the organisation of the entity and effectiveness of
controls, changes in the business environment and other factors such as recent
internal audit results when assessing the level of work to be performed.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the parent company to be £47,850 (2024:
£78,750), representing 50% of group materiality. This approach was taken to
reflect the aggregation risk within the group audit and ensure appropriate
coverage across all components. While materiality for the parent entity would
ordinarily be based on 5% of net assets, the final threshold was restricted to
a proportion of group materiality to align with our group audit strategy and
risk assessment. In the prior year, materiality was based on 2% of group
turnover.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the
company's overall control environment, our judgement was that performance
materiality was 85% (2024: 85%) of our final materiality, being £40,670
(2024: £67,050). We have set performance materiality at this level as we
consider this to be commensurate with the overall control environment and the
assessed audit risk.
Reporting threshold
The amount below which identified misstatements are considered as being
clearly trivial.
It was decided that we would report all audit differences in excess of £2,390
(2025: £1,000), which is set as circa 5% of materiality, as well as
differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The Directors are responsible for the other information. The other information
comprises the information in the Group Strategic Report and the Report of the
Directors but does not include the financial statements and our Report of the
Auditors thereon.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be misstated. If we identify
such inconsistencies or apparent misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is
a misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report
of the Directors for the financial year for which the group and parent company
financial statements are prepared is consistent with the group and parent
company financial statements; and
- the Group Strategic Report and the Report of the Directors have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent
company and its environment obtained in the course of the audit, we have not
identified any matters in the Group Strategic Report or the Report of the
Directors that are inconsistent with our overall view of the financial
statements.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the group and the
parent company, or returns adequate for our audit have not been received from
branches not visited by us; or
- the group and the parent company financial statements are not in
agreement with the accounting records and returns; or
- certain disclosures of Directors' remuneration specified by law are
not made; or
- we have not received all the information and explanations we require
for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities set
out on page 25, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the group's and the parent 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 parent company or to cease operations, or have no
realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue a Report of the Auditors that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
Identifying and assessing potential irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud and non-compliance with laws and regulations,
our procedures included the following:
- Considering the nature of the industry, sector, control environment and
current business activities, including possible performance targets and
subsequent remuneration
- Enquiring of management concerning policies and procedures relating to:
1. Complying with laws and regulations and whether there were
any instances of non-compliance
2. Mitigating, detecting and responding to fraud risk and
whether there has been any actual or possible instances of fraud
- Discussing within the engagement team where necessary, regarding how and
where fraud may occur in the financial statements along with the possible
indicators of fraud. We identified the following areas most likely to be
susceptible to fraud:
1. Revenue recognition (at a group level only)
2. Management override
- Discussing within the engagement team where necessary, the legal and
regulatory framework in which the group operates and in particular those which
would have an impact on the financial statements. The key laws and regulations
considered were the Companies Act 2006, tax legislation, employment law and
AIM rules.
Audit response to the risks identified
As noted above, we identified revenue recognition and management override as
matters that would most likely be susceptible to fraud. Our procedures to
respond to these risks included the following:
- Review of contracts and stage of completion to confirm revenue not
recognised too early;
- Review of journals posted in the year and the nominal ledger to ensure there
was no evidence of management override.
Further, we also identified compliance with the Companies Act 2006, tax
legislation, employment law
and AIM Rules for Companies as key areas where there may be possible
non-compliance. Our
procedures to respond to these risks included the following:
- Review the financial statement disclosures and testing to supporting
documentation to assess
compliance with the Companies Act 2006;
- Review of tax work completed by another firm of Accountants;
- Review of a sample of right-to-work compliance checks and review of legal
fees for any indications
of material issues arising from non-compliance with employment law;
- Review of correspondence between the entity and the AIM;
- Review of AIM rules in light of knowledge of the company.
The above matters and identified laws and regulations and potential fraud
risks were communicated to all engagement team members where necessary, in
order to enable the team to have the ability to identify such risks. The whole
team remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.
There are inherent limitations in the audit procedures described above and the
risk of not detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve
deliberate concealment.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Report of the Auditors.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in a Report of the Auditors 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 and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Ian Phipps (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG
Date: 31 October, 2025
Notes:
1. The maintenance and integrity of the Cordel Group PLC website is the
responsibility of the Directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
2. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR
THE YEAR ENDED 30 JUNE 2025
Note
2025 2024
£ £
Revenue from contracts with customers 3 4,788,516 4,439,441
Cost of sales (1,261,042) (1,615,732)
Gross profit 3,527,474 2,823,709
Other income 4 584,854 538,014
Employee benefits expense 5 (2,969,149) (3,306,707)
Other expenses 6 (1,301,174) (1,000,128)
EBITDA 7 (157,995) (945,112)
Depreciation and amortisation expense (162,882) (123,234)
Net finance income/(expense) (26,344) (14,061)
Other non-operating costs (10,791) (113,479)
Loss before income tax expense (358,012) (1,195,886)
Income tax expense 9 (44,003) (103,225)
Loss after income tax expense for the year (402,015) (1,299,111)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Share option reserve 39,384 33,617
Foreign currency translation (85,771) (14,037)
Other comprehensive income for the year, net of tax (46,387) 19,580
Total comprehensive income for the year (448,402) (1,279,531)
Loss for the year is attributable to:
Owners of Cordel Group plc (402,015) (1,299,111)
(402,015) (1,299,111)
Total comprehensive income for the year is attributable to:
Owners of Cordel Group plc (448,402) (1,279,531)
(448,402) (1,279,531)
Pence Pence
Basic earnings per share 11 (0.19) (0.65)
The above consolidated statement of profit or loss and other comprehensive
income should be read in conjunction with the accompanying notes
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2025
Note 2025 2024
£ £
Non-current assets
Goodwill 12 1,223,403 1,223,403
Right of use asset 13 108,253 203,640
Property, plant and equipment 14 160,668 131,031
Deferred tax asset 14,871 -
Total non-current assets 1,507,195 1,558,074
Current assets
Inventories 16 249,952 127,762
Trade and other receivables 17 1,214,504 1,429,053
Cash and cash equivalents 1,504,442 1,022,180
Total current assets 2,968,898 2,578,995
Non-current liabilities
Lease Liabilities 23 42,202 148,780
Deferred tax 16,653 552
Total non-current liabilities 58,855 149,332
Current liabilities
Trade and other payables 18 922,399 1,045,636
Employee benefits 283,352 271,507
Unearned Income 61,810 45,911
Lease Liabilities 23 99,284 105,138
Total current liabilities 1,366,845 1,468,192
Net current assets 1,602,053 1,110,803
Total assets less current liabilities 3,109,248 2,668,877
Net assets 3,050,393 2,519,545
Equity
Share capital 19 2,169,232 1,994,886
Share premium account 11,661,758 10,856,854
Other reserves 20 445,326 566,848
Accumulated losses (11,225,923) (10,899,043)
Total equity 3,050,393 2,519,545
The above consolidated balance sheet should be read in conjunction with
accompanying notes
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2025 (continued)
The financial statements of Cordel Group plc (company number 11098701 (England
and Wales)) were approved by the Board of Directors and authorised for issue
on 3 November 2025.
They were signed on its behalf by:
___________________________
___________________________
Ian
Buddery
John Davis
Chairman
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share premium Other Accumulated Total equity
capital Account * reserves losses
£ £ £ £ £
Balance at 1 July 2023 1,994,886 10,856,854 2,437,108 (11,489,772) 3,799,076
Loss after income tax expense for the year - - - (1,299,111) (1,299,111)
Other comprehensive income for the year, net of tax - - 19,580 - 19,580
Total comprehensive income for the year fully attributable to owners of the - - 19,580 (1,299,111) (1,279,531)
parent
Return of capital on wind down of Maestrano Pty Ltd - - (1,889,840) 1,889,840 -
1,994,886 10,856,854 566,848 (10,899,043) 2,519,545
Balance at 30 June 2024
Share Share premium Other Accumulated Total equity
capital Account * reserves losses
£ £ £ £ £
Balance at 1 July 2024 1,994,886 10,856,854 566,848 (10,899,043) 2,519,545
Loss after income tax expense for the year - - - (402,015) (402,015)
Other comprehensive income for the year, net of tax - - (121,522) 75,135 (46,387)
Total comprehensive income for the year fully attributable to owners of the - - (121,522) (326,880) (448,402)
parent
Share issue 174,346 804,904 - - 979,250
Balance at 30 June 2025 2,169,232 11,661,758 445,326 (11,225,923) 3,050,393
* The share premium account is used to recognise the difference between the
issued share capital at nominal value and the capital received, net of
transaction costs.
The above consolidated statement of changes in equity should be read in
conjunction with the accompanying notes
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE
2025
Note 2025 2024
£ £
Cash flows from operating activities
Loss before income tax expense for the year (358,012) (1,195,886)
Adjustments for:
Depreciation and amortisation 162,882 123,234
Loss/(Gain) on disposal of equipment 300 (1,761)
Unwinding of lease liability incentive (10,907) (8,777)
Foreign exchange differences 10,565 (1,327)
Share option reserve 39,384 33,617
Interest received (484) (372)
Interest and other finance costs 26,828 14,434
(129,444) (1,036,838)
Change in operating assets and liabilities:
Decrease/(increase) in inventories (122,189) 16,019
Decrease/(increase) in trade and other receivables (242,813) 227,879
(Decrease)/increase in trade and other payables (165,383) 383,476
(Decrease)/increase in other liabilities 27,744 (10,016)
(632,085) (419,481)
Interest received 484 372
Interest and other finance costs paid (12,491) (4,571)
R&D tax credit received 457,361 329,025
Net cash used in operating activities (186,731) (94,654)
Cash flows from investing activities
Proceeds from disposal of fixed asset - 8,655
Payments for plant and equipment (117,191) (145,172)
Net cash used in investing activities (117,191) (136,517)
Cash flows from financing activities
Proceeds from issue of shares 1,039,250 -
Lease liability incentive received - 52,660
Cash payments for leases (83,337) (58,384)
Interest on lease payments (14,337) (9,863)
Transaction costs on issue of shares (60,000) -
Net cash from financing activities 881,576 (15,587)
Net (decrease)/increase in cash and cash equivalents 577,654 (246,758)
Cash and cash equivalents at the beginning of the financial year 1,022,180 1,283,463
Effects of exchange rate changes on cash and cash equivalents (95,392) (14,525)
Cash and cash equivalents at the end of the financial year 1,504,442 1,022,180
The above consolidated statement of cash flows should be read in conjunction
with the accompanying notes
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL INFORMATION
Cordel Group plc is a public company, registered in England and Wales and
listed on the Alternative Investment Market ('AIM'). The company's registered
number and registered office can be found on the Corporate Directory page.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of Cordel Group plc have been prepared in accordance
with UK adopted International Accounting Standards and with requirements of
the Companies Act 2006 as applicable to companies reporting under those
standards. The financial statements have been prepared under the historical
cost convention, with the exception of financial instruments as set out below,
and are presented in pounds Sterling, which is also the company's functional
currency.
The following principal accounting policies have been applied consistently in
dealing with items which are considered material in relation to the financial
statements. These policies have been consistently applied to all the years
presented, unless otherwise stated.
The preparation of the consolidated financial statements requires the use of
certain critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the Group's and Company's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 2 below.
Going concern
The financial statements have been prepared assuming the Group will continue
as a going concern. Under the going concern assumption, an entity is
ordinarily viewed as continuing in business for the foreseeable future.
The Directors have considered the Group's existing working capital, contracted
revenue and pipeline of opportunities and are of the opinion that the Group
has adequate resources to undertake its planned programme of activities for at
least 12 months and 1 day from the date of approval of these financial
statements.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities
of all subsidiaries of Cordel Group plc as at the balance sheet dates
presented and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions
between entities in the Group are eliminated except for exchange differences
arising from currency movements which are recognised in profit or loss in the
period. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The acquisition of common control subsidiaries is accounted for at book value.
The acquisition of other subsidiaries is accounted for using the acquisition
method of accounting. A change in ownership interest, without the loss of
control, is accounted for as an equity transaction, where the difference
between the
consideration transferred and the book value of the share of the
non-controlling interest acquired is recognised directly in equity
attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets
including goodwill, liabilities and non-controlling interest in the subsidiary
together with any cumulative translation differences recognised in equity. The
Group recognises the fair value of the consideration received and the fair
value of any investment retained together with any gain or loss in profit or
loss.
Operating segments
Operating segments are presented using the 'management approach', where the
information presented is on the same basis as the internal reports provided to
the Chief Operating Decision Makers ('CODM'). The CODM are responsible for the
allocation of resources to operating segments and assessing their performance.
Foreign currency translation
The consolidated financial statements are presented in Pounds Sterling, which
is Cordel Group plc's functional currency.
Foreign currency transactions
Foreign currency transactions are translated into Pounds Sterling using the
exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from
the translation at financial year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or
loss.
Foreign operations
For consolidation purposes, the results and financial position of all Group
entities are translated into Pounds Sterling, which is the functional currency
of the Company and the presentation currency of the consolidated financial
statements.
At the reporting date, the assets and liabilities of foreign operations are
translated into Pounds Sterling using the closing exchange rate. Revenue and
expenses of foreign operations are translated using monthly average exchange
rates, which approximate the exchange rates at the dates of the transactions.
Exchange differences arising from currency movements are recognised in profit
or loss in the period in which they occur, except for the following:
● Exchange differences on monetary payables or receivables with a
foreign operation, where settlement is neither planned nor likely to occur,
are recognised in other comprehensive income through the foreign currency
translation reserve in equity. This reserve is subsequently reclassified to
profit or loss when the related foreign operation or net investment is
disposed of.
Revenue recognition
Revenue is measured as the fair value of consideration received or receivable
in satisfying performance obligations contained in contracts with customers,
excluding discounts or any applicable sales taxes. For each contract with a
customer, the Group: identifies the contract with a customer; identifies the
performance obligations in the contract; determines the transaction price
which takes into account estimates of variable consideration and the time
value of money; allocates the transaction price to the separate performance
obligations on the basis of the relative stand-alone selling price of each
distinct good or service to be delivered; and recognises revenue when or as
each performance obligation is satisfied in a manner that depicts the transfer
to the customer of the goods or services promised.
The Group derives revenue from the sale of hardware, services including data
capture, processing and analytics, engineering design and configuration, as
well as software licencing and customer support and maintenance.
Where contracts include multiple performance obligations, the transaction
price is allocated to each performance obligation based on its stand-alone
selling price.
Revenue is recognised when the performance obligation in the contract has been
performed (either at a "point in time" or "over time" as control is
transferred to the customer). Revenue from the sale of hardware is recognised
on delivery
Grants from government
Grants from government are recognised at their fair value where there is a
reasonable assurance that the grant will be received and the Group will comply
with all attached conditions. Government grants which
represent compensation for expenses or losses already incurred are included in
other income in the profit or loss statement in the year in which the expenses
or losses were incurred.
Interest income
Interest income is recognised as interest accrues using the effective interest
method. This is a method of calculating the amortised cost of a financial
asset and allocating the interest income over the relevant period using the
effective interest rate, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Other income
Other income is recognised when it is received or when the right to receive
payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that
period's taxable income based on the applicable income tax rate for each
jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment
recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences
at the tax rates expected to be applied when the assets are recovered or
liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
● When the deferred income tax asset or liability arises from the
initial recognition of goodwill or an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction,
affects neither the accounting nor taxable profits; or
● When the taxable temporary difference is associated with interests
in subsidiaries, associates or joint ventures, and the timing of the reversal
can be controlled and it is probable that the temporary difference will not
reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and
unused tax losses only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets is
reviewed at each reporting date. Deferred tax assets recognised are reduced to
the extent that it is no longer probable that future taxable profits will be
available for the carrying amount to be recovered. Previously unrecognised
deferred tax assets are recognised to the extent that it is probable that
there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally
enforceable right to offset current tax assets against current tax liabilities
and deferred tax assets against deferred tax liabilities; and they
relate to the same taxable authority on either the same taxable entity or
different taxable entities which
intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the balance sheet based on current and
non-current classification.
An asset is classified as current when: it is either expected to be realised
or intended to be sold or consumed in the Group's normal operating cycle; it
is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash
equivalent unless restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period. All other assets
are classified as non-current.
A liability is classified as current when: it is either expected to be settled
in the Group's normal operating cycle; it is held primarily for the purpose of
trading; it is due to be settled within 12 months after the reporting period;
or there is no unconditional right to defer the settlement of the liability
for at least 12 months after the reporting period. All other liabilities are
classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with
financial institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of
changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method, less any
provision for impairment. Trade receivables are generally due for settlement
within 30 days.
The Group has applied the simplified approach to measuring expected credit
losses, which uses a lifetime expected loss allowance. To measure the expected
credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for
expected credit losses.
Contract assets
Contract assets are recognised when the Group has transferred goods or
services to the customer but where the Group is yet to establish an
unconditional right to consideration. Contract assets are treated as financial
assets for impairment purposes.
Plant and equipment
Equipment is stated at historical cost less accumulated depreciation and
impairment. Historical cost includes expenditure that is directly attributable
to the acquisition of the items.
Depreciation is calculated on a straight-line/diminishing value basis to write
off the depreciable amount of each item of equipment over their expected
useful lives as follows:
Office
equipment
2-10 years straight line
Furniture and fixtures
10 years straight line
Leasehold improvements 3-4
years straight line
Flight
equipment
2 years straight line
Motor
vehicles
8 years diminishing value
Computer equipment
2 years straight line
R&D
assets
2 years straight line
The residual values, useful lives and depreciation methods are reviewed, and
adjusted if appropriate, at each reporting date.
Equipment under leases are depreciated over the unexpired period of the lease
or the estimated useful life of the assets, whichever is shorter.
An item of equipment is derecognised upon disposal or when there is no future
economic benefit to the Group. Gains and losses between the carrying amount
and the disposal proceeds are taken to profit or loss.
Inventories
Inventories are measured at the lower of cost and net realisable value. The
cost of manufactured products includes direct part costs. Net realisable value
is estimated selling price in the ordinary course of business, less estimated
costs of completion and the estimated costs necessary to make the sale.
Intangible assets
Intangible assets acquired as part of a business combination, are initially
measured at their fair value at the date of the acquisition. Intangible assets
acquired separately are initially recognised at cost. Finite life intangible
assets are subsequently measured at cost less amortisation and any impairment.
The gains or losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference between net
disposal proceeds and the carrying amount of the intangible asset. The
amortisation method and useful lives of finite life intangible assets are
reviewed annually. Changes in the expected pattern of consumption or useful
life are accounted for prospectively by changing the amortisation method or
period.
In line with IAS36, an annual impairment review is conducted to assess whether
the goodwill recognised in respect of acquisition accounting is in need of
impairment. The Directors have reviewed and endorsed a 5 year free cashflow
forecast prepared by the Management Team to assess the net present value and
net carrying value of the goodwill. The Directors also believe that there is
one Cash Generating Unit (CGU) for the group. It is believed that the Corridor
Holdings Group entities do not generate independent cash flows and instead
exist to service the group and develop the business. Key assumptions used in
management's assessment include financial information, growth rates and
discount rates. Management have also assessed the sensitivities around the
reasonableness of the assumptions that would cause the recoverable amount of
the CGU to fall below the carrying amount, for example assessing various
revenue flexes to see if there is sufficient headroom available. Based on
those assumptions and forecasts, the Directors believe that there is no
indication of impairment. All research, development and delivery are conducted
in the Corridor Holdings Group entities (previously Airsight Holdings at
acquisition) and continued growth of Cordel Group Plc is supported by
investment in Corridor Holdings Group.
Software
Significant costs associated with purchased software are deferred and
amortised on a reducing balance basis over the period of their expected
benefit, being their finite useful life of two years.
Research and development
Research costs are expensed in the period in which they are incurred.
Development costs are capitalised when it is probable that the project will be
a success considering its commercial and technical feasibility; the Group is
able to use or sell the asset; the Group has sufficient resources; and intent
to complete the development and its costs can be measured reliably.
Capitalised development costs are amortised on a straight-line basis over the
period of their expected benefit. Amortisation commences when the asset is
available for use, i.e. when it is in the location and condition necessary for
it to be capable of operating in the manner intended by management. The Group
has not capitalised any development costs to date; all costs have been charged
to the profit and loss as incurred.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised at the amount by which the asset's carrying
amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of
disposal and value-in-use. The value-in-use is the present value of the
estimated future cash flows relating to the asset using a pre-tax discount
rate specific to the asset or cash-generating unit to which the asset belongs.
Assets that do not have independent cash flows are grouped together to form a
cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of the financial year and which are unpaid. Due to
their short-term nature, they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or
services to a customer and are recognised when a customer pays consideration,
or when the Group recognises a receivable to reflect its unconditional right
to consideration (whichever is earlier) before the Group has transferred the
goods or services to the customer.
Employee benefits
Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions
payable to the company's pension scheme are charged to profit or loss in the
period to which they relate.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual
leave and long service leave expected to be settled wholly within 12 months of
the reporting date are measured at the amounts expected to be paid when the
liabilities are settled.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that
are provided to employees in exchange for the rendering of services.
The cost of equity-settled transactions is measured at fair value on grant
date. Fair value is independently determined using the Black-Scholes option
pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the option, together with non-vesting
conditions that do not determine whether the Group receives the services that
entitle the employees to receive payment. No account is taken of any other
vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a
corresponding increase in equity over the vesting period. The cumulative
charge to profit or loss is calculated based on the grant date fair value of
the award, the best estimate of the number of awards that are likely to be
exercised after allowing for forfeiture rates, and the expired portion of the
vesting period. The amount recognised in profit or loss for the period is the
cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
Market conditions are taken into consideration in determining fair value.
Therefore, any awards subject to market conditions are considered to vest
irrespective of whether or not that market condition has been met, provided
all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised
as if the modification has not been made. An additional expense is recognised,
over the remaining vesting period, for any modification that increases the
total fair value of the share-based compensation benefit as at the date of
modification.
If the non-vesting condition is within the control of the Group or employee,
the failure to satisfy the condition is treated as a cancellation. If the
condition is not within the control of the Group or employee and is not
satisfied during the vesting period, any remaining expense for the award is
recognised over the remaining vesting period, unless the award is forfeited.
If an equity-settled award is cancelled, it is treated as if it has vested on
the date of cancellation, and any remaining expense is recognised immediately.
If a new replacement award is substituted for the cancelled award, the
cancelled and new award are treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair
value for recognition or disclosure purposes, the fair value is based on the
price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date; and assumes that the transaction will take place either: in
the principal market; or in the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming they act in their economic
best interests. For non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, are used, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three
levels, using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. Classifications are reviewed at each
reporting date and transfers between levels are determined based on a
reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may
be used when internal expertise is either not available or when the valuation
is deemed to be significant. External valuers are selected based on market
knowledge and reputation. Where there is a significant change in fair value of
an asset or liability from one period to another, an analysis is undertaken,
which includes a verification of the major inputs applied in the latest
valuation and a comparison, where applicable, with external sources of data.
Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown
in equity as a deduction, net of tax, from the proceeds.
Dividends
Dividends are recognised when declared during the financial year.
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
the owners of Cordel Group plc, excluding any costs of servicing equity other
than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary
shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share is not presented where the effect of potential
ordinary shares is anti-dilutive. The Group has assessed all potential
ordinary shares and determined that they are anti-dilutive for the periods
presented. Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account the after
income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of shares
assumed to have been issued for no consideration in relation to dilutive
potential ordinary shares.
Value-Added Tax/Goods and Services Tax and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated
sales tax, unless the sales tax incurred is not recoverable from the tax
authority. In this case it is recognised as part of the cost of the
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of sales tax
receivable or payable. The net amount of sales tax recoverable from, or
payable to, the tax authority is included in other receivables or other
payables in the balance sheet.
Cash flows are presented on a gross basis. The sales tax components of cash
flows arising from investing or financing activities which are recoverable
from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of sales tax
recoverable from, or payable to, the tax authority.
Leases
The Group assesses at contract inception whether a contract is, or contains, a
lease, that is if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all
leases, except for short-term leases and leases of low-value assets. The Group
recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commitment date of the lease
(i.e. the date the underlying asset is available for use). Right-of-use assets
are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any measurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter
of the lease term and estimated useful life of the assets, as follows:
Property 3
years
If ownership of the leased asset transfers to the Group at the end of the
lease term or the cost reflects the exercise of a purchased option,
depreciation is calculated using the estimated useful life of the asset.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that
depend on an index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating the lease, if the lease term reflects the Group
exercising the option to terminate. Variable lease payments that do not depend
on an index or a rate are recognised as expenses (unless they are incurred to
produce inventories) in the period in which the event or condition that
triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the
interest rate implicit in the lease. After the commencement date, the amount
of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease
term, a change in the lease payments (e.g., changes to future payments
resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the
underlying asset.
The Group's lease liabilities are presented separately in the statement of
financial position.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term
leases of machinery and equipment (i.e., those leases that have a lease term
of 12 months or less from the commencement date and do not contain a purchase
option). It also applies the lease of low-value assets recognition exemption
to leases of office equipment that are considered to be of low value. Lease
payments on short-term leases and leases of low-value assets are recognised as
an expense on a straight-line basis over the lease term.
A depreciation charge for the leased asset and an interest expense on the
lease liability is recognised in the profit and loss in accordance with IFRS
16. For classification within the statement of cash flows, the lease payments
are separated into both a principal (financing activities) and interest
(either operating or financing activities) component.
Cashflow statement
The cash flow statement is prepared under the indirect method.
Critical accounting estimates and judgements
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue
and expenses. Management bases its judgements, estimates and assumptions on
historical experience and on various other factors, including expectations of
future events, management believe to be reasonable under the circumstances.
The resulting accounting judgements and estimates will seldom equal the
related actual results.
The accounting judgements, estimates and assumptions that have a significant
risk of causing an adjustment to the carrying amounts of assets and
liabilities (refer to the respective notes) within the next financial year are
discussed below:
a) Revenue recognition where contracts are in progress
In accordance with the revenue recognition policy detailed in note 2 above, in
measuring revenue relating to contracts the Group measures the stage of
completion with reference to costs incurred and the total costs estimated for
each contract. The total estimated costs and milestones for each contract are
reviewed monthly to ascertain the current stage of completion and requires
reasonable judgments to be made. Judgement includes allocating transaction
prices to each of the performance obligations.
b) Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using the Black-Scholes
model taking into account the terms and conditions upon which the instruments
were granted. The accounting estimates and assumptions relating to
equity-settled share-based payments would have no impact on the carrying
amounts of assets and liabilities within the next annual reporting period but
may impact profit or loss and equity.
c) Cost of sales and allocation of overhead costs
The calculation of cost of sales involves several significant judgements and
estimates by management. These include an apportionment of overhead costs,
valuation of inventory and accrued costs on contracts. Adjustments to the
overhead allocation methodology were made in the year to better align with
actual costs incurred for each contract. The methodology and internal controls
over accurate measurement of these costs is improving over time. Management
continues to review these estimates and assumptions regularly.
NOTE 3. REVENUE
Segmental analysis
Identification of reportable operating segments
The Group operates in one segment being provision of data capture and analytic
services. This operating segment is based on the internal reports that are
reviewed and used by the Board of Directors (who are identified as the Chief
Operating Decision Makers ('CODM')) in assessing performance and in
determining the allocation of resources.
The operating segment information is the same information as provided
throughout the consolidated financial statements and is therefore not
duplicated.
Major customers
In the year, three customers contributed more than 10% of the company's
external revenue, with contributions of £990,781, £942,425 and £683,690
(2024: three customers contributed £1,197,092, £951,550 and £936,227
respectively).
Revenue by geographical area
Revenue from the principal activities of the Group is attributable to the
following geographical areas:
2025 2024
£ £
EMEA 2,003,223 2,084,132
APAC 502,299 327,976
The Americas 2,282,994 2,027,333
Total revenue 4,439,441
4,788,516
Contract revenue by product
2025 2024
£ £
Nextcore - 3,145
Cordel 4,788,516 4,436,296
4,788,516 4,439,441
NOTE 4. OTHER INCOME
2025 2024
£ £
Government grants and rebates 561,073 519,145
Other income 23,781 18,869
584,854 538,014
NOTE 5. STAFF COSTS AND KEY MANAGEMENT PERSONNEL
Total staff costs were as follows:
2025 2024
£ £
Wages 2,924,247 2,893,050
Social security costs 195,218 194,639
Other pension costs 215,952 185,400
Share-based payments 39,384 33,618
3,374,801 3,306,707
Included in other creditors at the period end there were unpaid pension costs
of £33,428 (2024: £28,842).
Staff costs are presented in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income within:
2025 2024
£ £
Cost of Sales 405,652 -
Employee benefits expense 2,969,149 3,306,707
3,374,801 3,306,707
Staff costs were partially reallocated to cost of sales during the financial
year as dedicated in-house customer support and delivery teams were
established in the year.
The average number of employees during the year was as follows:
2025 2024
Sales and marketing 6 7
Technical 28 23
Finance and administration 5 6
Average number of employees 39 36
Details of Directors' remuneration is set out below:
The total remuneration in respect of the year ended 30 June 2025 and paid to
each Director who held office during the year was as follows:
Salary and fees Share option charge Bonus Pension contribu-tions 2025 2024
£ £ £ £ £ £
Non-Executive Directors:
Ian Buddery 74,035 - - - 74,035 78,357
Jonathan Macleod 34,690 - - 3,989 38,679 40,232
Nicholas McInnes 44,000 - - 1,430 45,430 44,220
Thouraya Walker (appointed Non-Executive Director 16 September 2024) 37,253 2,169 - 2,445 41,867 83,608
Executive Directors:
Aaron Hoye 130,519 - - 14,844 145,363 157,125
John Davis 171,094 7,841 - - 178,935 175,959
Natasha Dinneen (appointed Executive Director on 16 September 2024) 89,423 1,218 - 2,700 93,341 -
Total Directors' remuneration 581,014 11,228 - 25,408 617,650 579,501
Number of Directors accruing benefits under money purchase schemes in respect
of qualifying services were five (2024: four).
No Directors exercised share options in the year ended 30 June 2025 (2024:
Nil).
Details of Directors' remuneration is set out below:
The total remuneration in respect of the year ended 30 June 2025 and paid to
each Director who held office during the year was as follows:
Salary and fees
Share option charge
Bonus
Pension contribu-tions
2025
2024
£
£
£
£
£
£
Non-Executive Directors:
Ian Buddery
74,035
-
-
-
74,035
78,357
Jonathan Macleod
34,690
-
-
3,989
38,679
40,232
Nicholas McInnes
44,000
-
-
1,430
45,430
44,220
Thouraya Walker (appointed Non-Executive Director 16 September 2024)
37,253
2,169
-
2,445
41,867
83,608
Executive Directors:
Aaron Hoye
130,519
-
-
14,844
145,363
157,125
John Davis
171,094
7,841
-
-
178,935
175,959
Natasha Dinneen (appointed Executive Director on 16 September 2024)
89,423
1,218
-
2,700
93,341
-
Total Directors' remuneration
581,014
11,228
-
25,408
617,650
579,501
Number of Directors accruing benefits under money purchase schemes in respect
of qualifying services were five (2024: four).
No Directors exercised share options in the year ended 30 June 2025 (2024:
Nil).
NOTE 6. OTHER EXPENSES
2025 2024
£ £
Occupancy expense 38,541 51,498
Other expenses 1,262,633 948,630
Total other expenses 1,301,174 1,000,128
NOTE 7. EBITDA reconciliation (earnings before interest expense, taxation,
depreciation and amortisation)
2025 2024
£ £
Loss before income tax (358,012) (1,195,886)
Less: Interest revenue (484) (372)
Add: Interest expense 26,828 14,435
Add: Depreciation and amortisation 162,882 123,234
Add: Other non-operating costs 10,791 113,477
EBITDA (157,995) (945,112)
The financial statements include both the statutory financial statements and
the additional performance measure of EBITDA. The directors believe these
additional measures provide useful information on the underlying trend in
operational performance going forward.
NOTE 8. PROFIT/(LOSS) BEFORE TAX
Profit/(loss) before income tax stated after charging/(crediting):
2025 2024
£ £
Depreciation - owned assets 75,354 59,232
Depreciation - right of use assets 87,528 64,003
(Profit)/loss on disposal of property, plant and equipment 300 (1,761)
Fees attributable to the auditors of the parent company
- audit of the group 128,376 115,000
- other services 3,305 814
NOTE 9. INCOME TAX
2025 2024
£ £
Income tax expense
Adjustment recognised for prior periods - -
Aggregate income tax expense 44,003 103,225
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit/(loss) before income tax expense (358,012) (1,195,887)
Tax at the statutory tax rate of 25% (2024: 25%) (89,262) (302,517)
Tax effect amounts which are not deductible/(taxable) in calculating taxable
income:
Research and development expenditure, net of tax credits 119,424 140,705
Capital allowances in excess of depreciation (3,171) 2,472
Other items (101,946) 15,686
Tax losses utilised in current year (137,969) -
Current year tax losses not recognised 258,031 244,305
Temporary differences not recognised (1,104) 2,574
Income tax expense 44,003 103,225
Tax at the statutory tax rate represents the effective rate of income tax
across the jurisdictions in which each of the Group entities are domiciled.
The tax rates of the main jurisdictions are Australia 25% (2024: 25%), United
Kingdom 25% (2024: 25%), United States of America 21% (2024: 21%).
2025 2024
£ £
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised 4,309,549 3,988,164
1,077,387 997,041
Potential deferred tax asset at domestic tax rates applicable in the countries
concerned
The above potential tax benefit for tax losses has not been recognised in full
on the balance sheet due to a lack of certainty as to when the losses will
reverse.
Deferred tax asset recognised on losses which are expected to reverse 14,871 -
Deferred tax liability recognised on accelerated capital allowance (16,653) (552)
There are no other deferred tax assets/liabilities that haven't been
recognised other than losses mentioned above.
NOTE 10. DIVIDENDS
There were no dividends paid, recommended or declared during the current or
prior financial years.
NOTE 11. EARNINGS PER SHARE
2025 2024
£ £
Loss after income tax (402,015) (1,299,111)
Non-controlling interest - -
Loss after income tax attributable to the owners of Cordel Group plc (402,015) (1,299,111)
Number Number
Weighted average number of ordinary shares used in calculating basic earnings 216,923,230 199,488,614
per share
Weighted average number of ordinary shares used in calculating diluted 233,700,175 217,155,558
earnings per share
Pence Pence
Basic earnings per share (0.19) (0.65)
There are potential ordinary shares excluded from the diluted EPS calculation
due to their anti-dilutive effect.
NOTE 12. GOODWILL
2025 2024
£ £
Goodwill on consolidation 1,223,403 1,223,403
1,223,403 1,223,403
The goodwill on consolidation was recognised in the year ended 30 June 2020
and no impairments have been recognised to date.
NOTE 13. RIGHT-OF-USE ASSETS
£
Balance as at 30 June 2024 203,640
Additions 10,909
Exchange differences (18,768)
Depreciation expense (87,528)
Balance as at 30 June 2025 108,253
The balance as at 30 June 2024 of £203,640 is represented by costs brought
forward of £268,440, accumulated depreciation brought forward of £57,639 and
an exchange rate difference of £7,161.
Right-of-use assets related to leased properties that do not meet the
definition of investment property are presented as property, plant and
equipment.
The Group leases premises with a lease term of 3 years ending 31 December
2026. There is no option to purchase and there are no variable payments.
NOTE 14. PROPERTY, PLANT AND EQUIPMENT
Leasehold Office Furniture and Motor Flight R&D
improvements equipment fixtures Vehicles equipment assets Total
£ £ £ £ £ £ £
Balance at 30 June 2024 80,249 39,559 1,747 6,624 350 2,502 131,031
Additions - 16,985 78,751 - - 21,455 117,191
Disposals (14) (4,641) - - (2,318) - (6,973)
Exchange differences (7,384) (3,480) (168) (609) (32) (229) (11,902)
Depreciation disposed 6 4,291 60 - 2,318 - 6,675
Depreciation expense (29,112) (22,908) (13,769) (752) (318) (8,495) (75,354)
Balance at 30 June 2025 43,745 29,806 66,621 5,263 - 15,233 160,668
NOTE 15. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and
results of the following subsidiaries held by the Company or by its
subsidiaries in accordance with the accounting policy described in note 2:
Name Address and country of incorporation Holding %
Cordel Limited 10 John Street, London WC 1N 2EB United Kingdom 100%
Cordel Technology Inc 1734 E. Boston Street, Suite 103, Gilbert AZ 85295, United States of America 100%
Corridor Holdings Pty Ltd Level 4, 745 Hunter Street, Newcastle West NSW 2302, Australia 100%
Cordel Pty Ltd Level 4, 745 Hunter Street, Newcastle West NSW 2302, Australia 100%
Airsight Australia Pty Ltd Level 4, 745 Hunter Street, Newcastle West NSW 2302, Australia 100%
Airsight IP Pty Ltd Level 4, 745 Hunter Street, Newcastle West NSW 2302, Australia 100%
Cordel Pty Ltd, Airsight Australia Pty Ltd and Airsight IP Pty Ltd are 100%
subsidiaries of Corridor Holdings Pty Ltd.
Maestrano Pty Ltd, a previously wholly owned subsidiary of the Company, was
wound down in the prior year and formally deregistered in March 2025.
NOTE 16. INVENTORIES
2025 2024
£ £
Inventories 249,952 127,762
249,952 127,762
The amount of inventories expensed during the period was £210,189 (2024:
£308,107).
NOTE 17. TRADE AND OTHER RECEIVABLES
2025 2024
£ £
Trade receivables 675,341 511,441
R&D tax offset refundable 367,854 439,852
Prepayments 167,427 211,305
Other receivables 3,882 266,455
1,214,504 1,429,053
Allowance for expected credit losses
The Group has recognised a loss of £Nil (2024: £Nil) in profit or loss in
respect of the expected credit losses for the year ended 30 June 2025. The
ageing of the receivables and allowance for expected credit losses provided
for above are as follows:
Expected credit loss rate Carrying amount Allowance for expected credit losses
2025 2024 2025 2024 2025 2024
% % £ £ £ £
Not overdue - - 473,293 511,441 - -
0 to 3 months overdue - - - - - -
3 to 6 months overdue - - 202,048 - - -
Over 6 months overdue - - - - - -
675,341 511,441 - -
As at 30 June 2025, the Group had an outstanding trade receivable of £202,048
that was overdue. In accordance with IFRS 9 - Financial Instruments, an
assessment of expected credit losses (ECL) was performed. Management reviewed
the recoverability of the balance, taking into consideration the debtor's
financial position, payment history and recent communication. While the
balance is overdue beyond normal credit terms, ongoing discussions with the
customer have been constructive. Based on this forward looking information and
the absence of any significant deterioration in credit risk, management
determined that the credit risk associated with this receivable has not
increased significantly and no ECL provision is required. The Group will
continue to monitor the situation closely. As at the reporting date, no loss
allowance has been recognised in respect of this balance.
NOTE 18. TRADE AND OTHER PAYABLES
2025 2024
£ £
Trade payables 342,783 457,861
Accrued expenses 369,511 454,015
Other payables 210,105 133,760
922,399 1,045,636
Refer to note 22 for further information on financial instruments.
There were no contract liabilities as at 30 June 2025 or 30 June
2024.
The carrying amounts of trade and other receivables and trade and other
payables approximate their fair values due to their short-term nature.
Capital risk management
The Group's objectives when managing capital are to safeguard its ability to
continue as a going concern, so that it can provide returns for shareholders
and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the balance sheet, plus
net debt. Net debt is calculated as total borrowings less cash and cash
equivalents. If net debt is negative, then the net debt adjustment is limited
to zero.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a
business or company is seen as value adding relative to the current Company's
share price at the time of the investment. The Group is not actively pursuing
additional investments in the short term as it continues to integrate and grow
its existing businesses in order to maximise synergies.
The Group is not subject to any financing arrangement covenants and there have
been no events of default on the financing arrangements during the financial
year.
The capital risk management policy remains unchanged throughout the periods
presented.
NOTE 19. CALLED UP SHARE CAPITAL
2025 2024 2025 2024
Shares Shares £ £
Ordinary shares of £0.01 each - issued and fully paid 216,923,230 199,488,614 2,169,232 1,994,886
During the year the company issued 15,384,616 ordinary £0.01 shares with a
total nominal value of £153,846. Total consideration of £1,000,000 was
received with, funding costs of £60,000, which resulted in a share premium of
£786,154.
The company also issued 2,050,000 ordinary £0.01 shares with a total nominal
value of £20,500 as a result of share options exercised in the year. Total
consideration of £39,250 was received, which resulted in a share premium of
£18,750.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the Company in proportion to the number of and
amounts paid on the shares held. The Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
NOTE 20. RESERVES
Accumulated losses represent the total losses incurred by the group to date.
Share premium is the premium paid on shares purchased in the company.
Other reserves in the balance sheet comprise the following:
2025 2024
£ £
Foreign currency reserve 206,249 347,433
Share option reserve 239,077 219,415
445,326 566,848
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the
translation of the financial statements of foreign operations to Pound
sterling.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to
employees and Directors as part of their remuneration.
NOTE 21. SHARE-BASED PAYMENTS
A share option plan has been established by the Group and approved by
shareholders at a general meeting, whereby the Group may, at the discretion of
the Board of Directors, grant options over equity settled ordinary shares in
the Company to certain key management personnel of the Group. The options are
issued for £Nil consideration and are granted in accordance with performance
guidelines established by the Board of Directors.
All options vest over a period no longer than five years and may have other
vesting conditions. Options expire when an employee ceases to be employed or
contracted by a Group company unless the Board in its discretion allows the
employee to retain all or some of their options. Options do have a fixed
expiry date.
The share-based payment expense for the financial year was recorded as
£39,384 (2024: £33,617).
The fair value of the options granted in the year were calculated using the
Black-Scholes Model with the below inputs:
Date granted Fair value Weighted average share price Exercise price Expected volatility Risk-free interest rate Vesting period
£ £ £ years
24/07/2024 0.0140 0.01 0.047 34% 4.1% 3
24/07/2024 0.0080 0.01 0.047 34% 4.1% 1
08/08/2024 0.0070 0.01 0.044 34% 3.8% 1
14/11/2024 0.0130 0.01 0.075 29% 4.3% 1.2
29/01/2025 0.0190 0.01 0.075 29% 4.4% 3
04/06/2025 0.0170 0.01 0.073 28% 4.5% 2.9
04/06/2025 0.0170 0.01 0.073 28% 4.5% 3
The volatility was calculated using the entity's share price over the previous
12 months and the valuations were undertaken by an independent organisation.
The following table summarises the movements in share options during the year:
2025 2024
No. of options Weighted average exercise price No. of options Weighted average exercise price
Outstanding at beginning of year 17,666,945 0.036 15,000,278 0.035
Granted 2,010,000 0.063 3,450,000 0.045
Exercised (2,050,000) 0.019 - -
Forfeited (850,000) 0.049 (783,333) 0.054
Outstanding at end of year 16,776,945 0.041 17,666,945 0.036
Exercisable at end of year 14,059,356 0.036 12,955,550 0.027
The weighted average exercise price at the end of the financial year was
£0.041 (2024: £0.036), with the exercise prices ranging between £0.01 and
£0.128.
The weighted average remaining contractual life of options outstanding at the
end of the financial year was 6.40 years (2024: 6.18 years).
There is no agreement in place between the Company and its employees for the
Company to pay taxes on behalf of its employees. The Company will be liable
for employer's National Insurance contributions.
NOTE 22. FINANCIAL INSTRUMENTS
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk
(including foreign currency risk, price risk and interest rate risk), credit
risk and liquidity risk. The Group's overall risk management program focuses
on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group. The Group uses
different methods to measure different types of risk to which it is exposed.
These methods include sensitivity analysis in the case of interest rate and
foreign exchange risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under
policies approved by the Board of Directors ('the Board'). These policies
include identification and analysis of the risk exposure of the Group and
appropriate procedures, controls and risk limits. Finance identifies and
evaluates financial risks within the Group's operating units. Finance reports
to the Board on a regular basis.
Foreign currency risk
The Group operates internationally and is exposed to foreign currency risk
arising from exchange rate fluctuations on transactions and balances that are
denominated in currencies other than the functional currency of the relevant
Group entity.
Foreign currency exposure primarily arises from recognised financial assets
and liabilities, as well as forecast transactions. The Group monitors its
exposure through regular reviews and manages associated risk using cash flow
forecasting and sensitivity analysis.
As at 30 June 2025, the Group held net assets denominated in foreign
currencies of £1,200,967 (2024: £1,034,866). A 10% weakening of Pound
sterling against these currencies would have increased equity by approximately
£120,097 (2024: £103,487). A 10% strengthening would have decreased equity
by the same amount, assuming all other variables remain constant.
The foreign exchange loss recognised in the consolidated statement of
comprehensive income for the year ended 30 June 2025 was £10,565 (2024: gain
of £1,327), which is treated as a non-cash item and adjusted for in the
consolidated statement of cash flows.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group is not exposed to any significant interest rate risk. Cash and cash
equivalents are held in banks in the UK, the USA and Australia, where the
current interest rates range between 4% and 5%. The group continues to monitor
fluctuations in interest rates.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. The Group
has a strict code of credit and setting appropriate credit limits. The maximum
exposure to credit risk at the reporting date to recognised financial assets
is the gross carrying amount, as disclosed in the balance sheet and notes to
the financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating
expected credit losses to trade receivables through the use of a provisions
matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the Group based on recent
sales experience, historical collection rates and forward-looking information
that is available.
Generally, trade receivables are written off when there is no reasonable
expectation of recovery. Indicators of this include the failure of a debtor to
engage in a repayment plan, no active enforcement activity and a failure to
make contractual payments for a period greater than 1 year.
Except for cash and cash equivalents, the Group has no other concentration of
credit risk exposure as at 30 June 2025. No expected credit loss is recorded
for cash and cash equivalents as the Group and Company only deal with at least
"A" rated financial institutions.
Liquidity risk
Vigilant liquidity risk management requires the company to maintain sufficient
liquid assets (mainly cash and cash equivalents) to be able to pay debts as
and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves by
continuously monitoring actual and forecast cash flows and matching the
maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its
financial instrument liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables include
both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in
the balance sheet.
1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
2025 £ £ £ £ £
Non-derivatives
Non-interest bearing
Trade payables 342,783 - - - 342,783
Other payables 210,105 - - - 210,105
Total non-derivatives 552,888 - - - 552,888
1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities
2024 £ £ £ £ £
Non-derivatives
Non-interest bearing
Trade payables 457,861 - - - 457,861
Other payables 133,760 - - - 133,760
Total non-derivatives 591,621 - - - 591,621
The cash flows in the maturity analysis above are not expected to occur
significantly earlier than contractually disclosed above. The Group has more
than adequate cash reserves to meet the remaining contractual maturities.
The fair value of financial liabilities is estimated by discounting the
remaining contractual maturities at the current market interest rate that is
available for similar financial liabilities.
NOTE 23. LEASES
Lease liabilities
The following non-cancellable lease commitments existed at the period end:
2025 2024
£ £
0-1 Year 99,284 105,138
1-5 Years 42,202 148,780
141,486 253,918
As at 30 June 2025 the Group had not committed to any further lease
liabilities that had not yet commenced.
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short-term leases
(leases of expected term of 12 months or less) or for leases of low value
assets. Payments made under such leases are expensed on a straight-line basis.
The total cash outflow in respect of leases in the year was £97,674 (2024:
£68,248) and the interest expense for leasing arrangements was £14,337
(2024: £9,863).
NOTE 24. RELATED PARTY TRANSACTIONS
Ultimate controlling party
There is no ultimate controlling party.
Key management personnel
Disclosures relating to key management personnel are set out in note 5.
Transactions with related parties
Ian Buddery was remunerated through his personal service company during the
year. Total amounts paid during the year ended 30 June 2025 were £74,035
(2024: £78,357) and these amounts are included within the Directors'
remuneration shown in note 5.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at
the current and previous reporting dates.
Loans to/from related parties
There were no loans to or from related parties at the current and previous
reporting dates.
NOTE 25. EVENTS AFTER THE REPORTING PERIOD
No matter of circumstance has arisen since 30 June 2025 that has significantly
affected, or may significantly affect the Group's operations, the results of
those operations, or the Group's state of affairs in future financial years.
COMPANY BALANCE SHEET
AS AT 30 JUNE 2025
Note 2025 2024
£ £
Non-current assets
Investments 2 1,086,503 1,070,698
Property, plant and equipment 991 -
Total non-current assets 1,087,494 1,070,698
Current assets
Trade and other receivables 3 2,569,840 2,190,426
Cash and cash equivalents 49,202 65,314
Total current assets 2,619,042 2,255,740
Non-current liabilities
Deferred tax 248 -
248 -
Current liabilities
Trade and other payables 4 256,640 332,233
Total current liabilities 256,640 332,233
Net current assets 2,362,402 1,923,507
Total assets less current liabilities 3,449,896 2,994,205
Net assets 3,449,648 2,994,205
Equity
Share capital 5 2,169,232 1,994,886
Share premium account 11,661,758 10,856,854
Other reserves 6 239,077 274,828
Accumulated losses (10,620,419) (10,132,363)
Total equity 3,449,648 2,994,205
The Company has taken advantage of the exemption under Section 408 of the
Companies Act from presenting its own profit and loss account. The loss for
the year to 30 June 2025 amounted to £563,191 (2024: £426,708 profit).
The financial statements of Cordel Group plc (company number 11098701 (England
and Wales)) were approved by the Board of Directors and authorised for issue
on 3 November 2025.
They were signed on its behalf by:
Ian
Buddery
John Davis
Chairman
Director
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share premium Other Accumulated Total equity
capital account reserves losses
£ £ £ £ £
Balance at 1 July 2023 1,994,886 10,856,854 241,209 (10,559,071) 2,533,878
Loss after income tax expense for the year - - - 426,708 426,708
Share option charge - - 33,619 - 33,619
Total comprehensive income for the year - - 33,619 426,708 460,327
1,994,886 10,856,854 274,828 (10,132,363) 2,994,205
Balance at 30 June 2024
Share Share premium Other Accumulated Total equity
capital account reserves losses
£ £ £ £ £
Balance at 1 July 2024 1,994,886 10,856,854 274,828 (10,132,363) 2,994,205
Profit after income tax expense for the year - - - (563,191) (563,191)
Foreign currency translation - - (55,413) 55,413 -
Share option charge - - 19,662 19,722 39,384
Total comprehensive income for the year - - (35,751) (488,056) (523,807)
Share issue 174,346 804,904 - - 979,250
2,169,232 11,661,758 239,077 (10,620,419) 3,449,648
Balance at 30 June 2025
NOTES TO THE COMPANY FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The parent company financial statements of Cordel Group plc have been prepared
in accordance with the Financial Report Standard 101 'Reduced Disclosure
Framework' (FRS 101) and the Companies Act 2006.
FRS 101 enables the financial statements of the Parent Company to be prepared
in accordance with IFRS but with certain disclosure exemptions. As permitted
by FRS 101, the Company has taken advantage of all of the disclosure
exemptions available to it, including (where applicable): statement of cash
flows, new Accounting Standards not yet mandatory, presentation of comparative
information for certain assets, impairment of assets, capital risk management,
financial instruments, fair value measurement, key management personnel,
related party transactions, business combinations and share-based payments.
The accounting policies adopted for the parent company are otherwise
consistent with those used for the group which are set out on pages 35 to 44.
NOTE 2. INVESTMENT IN SUBSIDIARY
Investment in subsidiary
Investment in subsidiary is shown at initial cost plus any subsequent
contributions, less accumulated impairment.
In a Group reorganisation, initial cost is measured at the carrying amount of
the Company's share of the equity items shown in the separate financial
statements of the original parent at the date of the reorganisation. If the
original parent has net liabilities, the initial cost is recognised as £Nil.
The difference between the capital contributed to affect the transaction and
the initial cost recognised as the investment in subsidiary is reflected as an
adjustment directly to the capital reorganisation reserve in equity.
2025 2024
£ £
Investment in Corridor Holdings Pty Ltd - 100% of issued capital held 1,005,875 1,002,360
Investment in Cordel Ltd - 100% of issued capital held 22,214 13,748
Investment in Cordel Technology Inc. - 100% of issued capital held 58,414 54,590
1,086,503 1,070,698
The increase in the value of the investment in the year is due to the share
option charge granted to the employees within the subsidiaries.
A full list of the subsidiaries controlled by the Company is disclosed in note
15 to the consolidated financial statements.
NOTE 3. TRADE AND OTHER RECEIVABLES
2025 2024
£ £
Receivable from controlled entities 2,532,710 2,144,225
Prepayments 26,302 33,617
Other receivables - representing sales tax 10,828 12,584
2,569,840 2,190,426
The receivables from controlled entities are repayable on demand. Details of
related party transactions are
provided in note 24 to the consolidated financial statements.
NOTE 4. TRADE AND OTHER PAYABLES
2025 2024
£ £
Trade payables 53,998 67,450
Accrued expenses 178,294 240,620
Other payables 24,348 24,163
256,640 332,233
NOTE 5. SHARE CAPITAL
2025 2024 2025 2024
Shares Shares £ £
Ordinary shares of £0.01 each - issued and fully paid 216,923,230 199,488,614 2,169,232 1,994,886
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the Company in proportion to the number of and
amounts paid on the shares held. The Company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
NOTE 6. OTHER RESERVES
Accumulated losses represent the total losses incurred by the company to date
since its incorporation.
Share premium is the premium paid on shares purchased in the company.
Other reserves in the balance sheet comprise the following:
2025 2024
£ £
Foreign currency reserve - 55,413
Share option reserve 239,077 219,415
239,077 274,828
NOTE 7. RELATED PARTY TRANSACTIONS
The following balances are outstanding at the reporting date in relation to
loans with related parties:
2025 2024
£ £
Current receivables:
Loans to a commonly controlled entity 5,694,616 5,789,506
Amounts provided for in prior years (3,645,281) (2,462,581)
Amounts released / (provided) for in the year 483,374 (1,182,700)
2,532,709 2,144,225
The receivables from controlled entities are repayable on demand. Details of
related party transactions are provided in note 24 to the consolidated
financial statements.
During the year ended 30 June 2025, the company reassessed its expected credit
loss allowance on an intercompany loan receivable from Corridor Holdings Pty
Ltd, in accordance with the requirements of IFRS 9 - Financial Instruments. In
the prior year ended 30 June 2024, a provision was recognised for the full
amount of the loan of £3,645,282. Following an improvement in the financial
performance of the group and repayment capacity, and based on updated forward
looking information as at 30 June 2025, management determined that the credit
risk has significantly improved. Consequently, the provision was reduced in
the current year, resulting in a credit to the income statement of £483,374.
Ian Buddery was remunerated through his personal service company during the
year. Total amounts paid were £74,035 (2024: £78,357) and these amounts are
included within the Directors remuneration shown in note 5 to the consolidated
financial statements.
NOTE 8. SHARE-BASED PAYMENTS
A share option plan has been established by the Group and approved by
shareholders at a general meeting, whereby the Group may, at the discretion of
the Board of Directors, grant options over equity settled ordinary shares in
the Company to certain key management personnel of the Group. The options are
issued for £Nil consideration and are granted in accordance with performance
guidelines established by the Board of Directors.
All options vest over a period no longer than five years and may have other
vesting conditions. Options expire when an employee ceases to be employed or
contracted by a Group company unless the Board in its discretion allows the
employee to retain all or some of their options. Options do have a fixed
expiry date.
The share-based payment expense for the financial year was recorded as
£23,578 (2024: £19,698).
NOTE 9. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
NOTE 10. EVENTS AFTER THE REPORTING PERIOD
No matter of circumstance has arisen since 30 June 2025 that has significantly
affected, or may significantly affect the Company's operations, the results of
those operations, or the Company's state of affairs in future financial years.
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