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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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COHORT SOFTWARE LTD
COMPANY INFORMATION
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COHORT SOFTWARE LTD
CONTENTS
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COHORT SOFTWARE LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents the strategic report for the Group for the year ended 31 December 2024.
This is the first year in which the director presents consolidated financial statements and a strategic report for the Group. Following the acquisition of Greenstone+ in 2023, the Group now combines leading occupational health and sustainability software solutions within the wider Cority group.
Cohort Software Limited (“the Company”) is a UK-based provider of occupational health management software, offering tools to manage employee health records, clinical workflows and compliance that are widely used across the NHS and private sector. The Company joined the wider Cority group in 2012, following its acquisition by Medgate (now Cority), to strengthen Cority's global occupational health capabilities. The Company is also the UK parent undertaking of a group comprising Greenstone+ Limited and Greenstone+ Inc (together with the Company, “the Group”), which was formed following the Company's 2023 acquisition of Greenstone, a specialist provider of environmental, social and governance (ESG) and carbon management software. Within CorityOne, the wider Cority group's unified environmental, health, safety, quality and sustainability (“EHS+”) platform, the Group's occupational health capability, built on the Company's original platform, sits alongside the ESG and carbon management capability contributed by the Greenstone acquisition, together helping corporate customers manage employee health, safety and environmental compliance activities alongside their ESG and carbon data collection, management and reporting. The Group's customers are typically occupational health, corporate sustainability, ESG and EHS functions across a range of industries and geographies, including the NHS and private healthcare sector for the Company's occupational health offering.
Revenue grew to £8.8 million in the year (2023: £6.7 million), an increase of 31%. This increase is not on a like-for-like basis: Greenstone was acquired at the end of April 2023, so the 2023 comparative reflects approximately eight months of Greenstone trading, whereas 2024 reflects a full twelve months. Part of the reported growth therefore results from the change in consolidation period rather than organic trading performance, and underlying growth on a comparable basis would be lower than the reported 31%. Before depreciation, amortisation and exceptional items, the Group generated earnings of £3.5 million in the year, compared to a loss of (restated) £0.6 million in 2023, reflecting a marked improvement in underlying trading performance.
The Group recorded a net loss of £31.9 million for the year (2023: (restated) net loss of £6.5 million), after taking into account the £26.9 million exceptional goodwill impairment (see below), routine amortisation of intangible assets of £5.8 million, and financing costs of £3.2 million payable to fellow Cority group companies. Before the exceptional item, underlying trading performance improved year on year. The Group's balance sheet includes intangible assets of £8.4 million at 31 December 2024 (2023: £41.0 million), comprising goodwill of £6.8 million and acquired customer orders and trademarks of £1.6 million, arising on the 2023 Greenstone acquisition (see note 14 to the financial statements). During the year, an impairment review was performed in respect of the goodwill arising on the 2023 acquisition of Greenstone+ Limited, comparing the carrying value of the relevant cash-generating unit with its recoverable amount. While the acquisition continues to support the wider Cority group's strategic objectives, the recoverable amount attributable to the cash-generating unit, was assessed to be lower than the value reflected at acquisition. Accordingly, an exceptional, non-cash impairment charge of £26.9 million was recognised against goodwill during the year (see note 13 to the financial statements). At 31 December 2024 the Group had net liabilities of £36.4 million (2023: (restated) net liabilities of £3.9 million). This position principally reflects the exceptional goodwill impairment referred to above, together with intercompany funding due to other Cority group companies, which totalled £49.3 million at the year end (2023: £47.9 million), of which £47.3 million falls due after more than one year and is not repayable within one year of the balance sheet date (see note 20 to the financial statements).
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COHORT SOFTWARE LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Review of the business (continued)
The director has obtained confirmation that this support is expected to continue to be made available to the Group for at least twelve months from the date of approval of these financial statements, and has prepared the financial statements on a going concern basis accordingly. As a non-adjusting post balance sheet event, on 23 January 2025 the Company acquired Medical Management Systems Limited, a UK private limited company, for consideration of approximately £35.9 million, financed through an issue of share capital to the wider Cority group (see note 28 to the financial statements). As completion occurred after the reporting date, no assets, liabilities or results of the acquired business are reflected in these financial statements. Looking ahead, the director expects continued growth in demand for sustainability and ESG reporting software, driven by evolving regulatory requirements such as the EU's Corporate Sustainability Reporting Directive and EU Taxonomy, which are increasing the burden on customers to track and report environmental data. The Group's sustainability and ESG capabilities, built on the Greenstone acquisition, continue to be integrated into the wider Cority group's unified CorityOne platform, and the directors expect this integration to support further cross-selling and product development opportunities in the year ahead. The acquisition of Medical Management Systems Limited in January 2025, described above, is expected to further extend the Group's product capabilities within the wider Cority group.
• Integration risk: the Group continues to integrate operations, systems and personnel following the 2023 Greenstone acquisition; delays or unexpected costs could affect performance. The Group's finance and operations teams track integration milestones and align systems and processes across the enlarged group on an ongoing basis.
• Reliance on Group funding: the Group is financed principally through funding provided by fellow group undertakings. At 31 December 2024, £47.3 million of this funding was repayable in April 2028. Having considered forecast cash flows, available funding and the intention and ability of the ultimate parent undertaking to provide financial support where required, the director has a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial statements.
• Impairment risk: following the £26.9 million impairment charge recognised against the Greenstone+ Limited goodwill during the year (see note 13 to the financial statements), the Group's remaining goodwill and acquired intangible assets of £8.4 million remain sensitive to the cash flow forecasts, growth rate and discount rate assumptions used in impairment testing, and further impairment charges could be required if future trading performance falls short of management's expectations. This risk also extends to the goodwill and intangible assets expected to arise on the post balance sheet acquisition of Medical Management Systems Limited (see note 28 to the financial statements), where, as with the Group's prior acquisitions, part of the consideration reflects the strategic value of the business to the wider Cority group rather than solely its standalone recoverable amount from the Company's perspective. The director monitors the trading performance of acquired businesses against forecasts on an ongoing basis and performs a formal impairment assessment of goodwill and other intangible assets at each balance sheet date.
• Foreign exchange risk: the Group includes a US-dollar-denominated subsidiary (Greenstone+ Inc) and is exposed to GBP:USD movements on translation and intercompany balances. The Group monitors exchange rate movements and their effect on translated results and intercompany balances; no formal hedging arrangements are in place.
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COHORT SOFTWARE LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties (continued) • Cyber security and data protection: the Group processes customers' environmental, health and safety data; a security incident could damage customer trust and create regulatory exposure. The Group benefits from the wider Cority group's information security programme, which holds ISO 27001 and SOC 2 certifications and FedRAMP Authorization for its core EHS platform. *Not on a like-for-like basis. Greenstone was acquired at the end of April 2023, so the FY2023 comparative includes approximately eight months of Greenstone revenue, against twelve months in FY2024; part of the reported increase reflects this change in consolidation period rather than organic growth.
These year-on-year movements are principally driven by the £26.9 million exceptional, non-cash goodwill impairment described above, rather than by underlying trading performance.
The director does not consider further non-financial KPIs (e.g. customer count, ARR, retention) necessary for an understanding of the Group's development, performance or position beyond those set out above.
This report was approved by the board on 24 September 2026 and signed on its behalf.
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COHORT SOFTWARE LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his report and the financial statements for the year ended 31 December 2024.
The directors who served during the year were:
The director is responsible for preparing the Group strategic report, the Director's report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £31,885,820 (2023 - (restated) loss £6,459,829).
The Company is the parent undertaking of a group and has prepared a Group Strategic Report for the year ended 31 December 2024. Matters required to be addressed in the Directors' Report that are considered to be of strategic importance to the Group, including principal risks and uncertainties and future developments, are included within the Group Strategic Report.
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COHORT SOFTWARE LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditor, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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COHORT SOFTWARE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COHORT SOFTWARE LTD
We have audited the financial statements of Cohort Software Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the director's 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 or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
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COHORT SOFTWARE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COHORT SOFTWARE LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The director is responsible for the other information contained within the Annual Report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material 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 material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.
In the 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 material misstatements in the Group strategic report or the Director's report.
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COHORT SOFTWARE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COHORT SOFTWARE LTD (CONTINUED)
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 an Auditor's report 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 Group financial statements.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
∙Enquiry of management and those charged with governance around actual and potential litigation and
claims;
∙Enquiry of management and those charged with governance to identify any material instances of noncompliance with laws and regulations;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations;
∙Performing audit work to address the risk of irregularities due to management override of controls,
including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.
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 Auditor's report.
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COHORT SOFTWARE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COHORT SOFTWARE LTD (CONTINUED)
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 an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
201 Cumnor Hill
Oxford
OX2 9PJ
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COHORT SOFTWARE LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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COHORT SOFTWARE LTD
REGISTERED NUMBER: 07946943
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
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COHORT SOFTWARE LTD
REGISTERED NUMBER: 07946943
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
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