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CODAN LIMITED — Interim / Quarterly Report 2026
Feb 18, 2026
64629_rns_2026-02-18_35d3e2d6-9568-4b8d-8d7f-646469002d65.pdf
Interim / Quarterly Report
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ASX RELEASE
19 February 2026
RESULTS ANNOUNCEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2025
In accordance with ASX Listing Rule 4.2A, please find attached the following documents for the half year ended 31 December 2025 for Codan Limited ( ASX:CDA ):
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Appendix 4D;
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Directors’ Report; and
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Financial Report.
These documents should be read in conjunction with the Codan Limited 2025 Annual Report (accessible at https://codan.com.au/investor-centre/overview/).
On behalf of the Board
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Daniel Widera Company Secretary
This announcement was authorised by the Board of Directors.
Codan is a technology company that develops robust technology solutions to solve customers’ communications, safety, security and productivity problems in some of the harshest environments around the world.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Alf Ianniello Michael Barton Managing Director & CEO Company Secretary & CFO Codan Limited Codan Limited (08) 8305 0392 (08) 8305 0392
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Appendix 4D Half Year Report
Codan Limited and its controlled entities
Appendix 4D Half Year Report under ASX Listing Rule 4.2A.3
Period ended on 31 December 2025
| ABN 77 007 590 605 |
ABN 77 007 590 605 |
Previous corresponding period 31 December 2024 |
Previous corresponding period 31 December 2024 |
|---|---|---|---|
| Results for announcement to the market | $A’000 | ||
| Revenue from ordinary activities Increased 29% to 393,511 Profit after tax Increased 55% to 71,170 Profit from ordinary activities after tax attributable to members Increased 55% to 71,170 Net profit for the period attributable to members Increased 55% to 71,170 |
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| Dividends | Amount per security | Franked amount per security at 30% tax |
|
| Current Period: Interim dividend proposed |
19.5 cents | 19.5 cents | |
| Year end 30 June 2025: Final dividend paid |
16.0 cents | 16.0 cents | |
| Record date for determining entitlements to dividends: |
26 February 2026 | ||
| Brief explanation of any figures disclosed above which is necessary to enable the figures to be understood: The 31 December 2025 Financial Report and the Market Announcement dated 19 February 2026 form part of, and should be read in conjunction with, this Preliminary Final Report (Appendix 4D). |
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| This report is based on half-year financial statements that have been externally reviewed. The auditor’s review report is included in the Interim Financial Report for the half year ended 31 December 2025. |
Codan Limited
and its Controlled Entities ABN 77 007 590 605
Interim Financial Report for the half year ended 31 December 2025
Directors’ report
Codan Limited and its Controlled Entities
The directors present their report together with the consolidated interim financial report for the half year ended 31 December 2025 and the auditor’s review report thereon.
Directors
The directors of the company at any time during or since the end of the half year are:
Name Period of Directorship Graeme Barclay (Chairman) Director since February 2015 Alf Ianniello (Managing Director and CEO) Director since January 2022 Kathy Gramp Director since November 2015 Sarah Adam-Gedge Director since February 2023 Heith Mackay-Cruise Director since March 2023
Principal activities
The principal activities of the consolidated entity during the course of the half year were the design, development, manufacture and sale of communication solutions and metal detection equipment.
Review and results of operations
Summary:
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Strong Group financial performance, with continued momentum across both segments:
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Revenue of $393.5 million, up 29% vs the prior corresponding period (“pcp”);
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oEarnings before interest and tax of $99.8 million, up 52% vs the pcp; and -
Net profit after tax of $71.2 million, up 55% vs the pcp.
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Communications:
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Revenue of $221.8 million, up 19% vs the pcp;
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Segment profit of $58.3 million, up 17% vs the pcp; and
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Orderbook of $294 million, up 19% vs the pcp.
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Metal Detection:
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Revenue of $168.0 million, up 46% vs the pcp; and
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Segment profit of $76.2 million, up 86% vs the pcp.
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Earnings per share of 39.2 cents, up 54% vs the pcp.
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Interim dividend declared of 19.5 cents, fully franked, up 56% vs the pcp.
Codan has delivered another strong financial result for the first half of FY26, with Group revenues growing 29% to $394 million, and both EBIT and NPAT up by more than 50% versus the first half of FY25. The Group’s performance reflects disciplined execution of our strategic plan, favourable market conditions in key regions, and the benefits of our diversified technology portfolio.
Communications segment continues to deliver high-quality growth at the top end of our FY26 target range, while Metal Detection delivered exceptional performance, driven by gold detector demand in Africa and continued momentum across rest-of-world markets. These results reinforce Codan’s strategy of building a stronger, more diversified earnings base while investing for long-term growth.
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Codan Summary Financial Performance
| Codan Summary Financial Performance | Codan Summary Financial Performance | Codan Summary Financial Performance |
|---|---|---|
| Half Year ended | ||
| Dec-25 $m % of Sales |
Dec-24 $m % of Sales |
|
| Revenue Communications products Metal detection Other Total Revenue Business performance EBITDA EBIT Interest Net profit before tax Taxation Net profit after tax Earnings per share, fully diluted Interim ordinary dividend per share |
221.8 56% 168.0 43% 3.7 1% |
187.0 61% 115.0 38% 3.6 1% |
| 393.5 100% 120.5 31% 99.8 25% (4.9) |
305.6 100% 83.3 27% 65.8 22% (5.5) |
|
| 94.9 24% (23.7) |
60.4 20% (14.3) |
|
| 71.2 18% |
46.1 15% |
|
| 39.0 cents 19.5 cents* |
25.3 cents 12.5 cents |
*The interim ordinary fully franked dividend has a record date of 26 February 2026 and will be paid on 12 March 2026.
Group revenue increased 29% compared to the pcp, reflecting strong organic growth and a full first half contribution from Kägwerks[1] .
Expenses increased during the half, primarily due to targeted investment in strengthening the Group’s shared services, higher performance-linked accruals reflecting the strong first half results, product-launch costs, and the inclusion of Kägwerks cost base for the full period.
EBIT and NPAT respectively increased by 52% and 55% versus the pcp, demonstrating strong operating leverage across the Group.
Net Debt and Balance Sheet
Net debt increased by approximately $10 million to $88.2 million at 31 December 2025, reflecting working capital investment associated with continued business growth in H1 FY26. The Group balance sheet is in a strong position with a net debt to EBITDA ratio of 0.4 times, undrawn debt facility of $140 million, with a further $150 million in accordion capacity available subject to bank approval. These facilities provide Codan with financial flexibility to pursue strategic inorganic growth opportunities.
Communications (DTC & Zetron)
Codan’s Communications business designs and manufactures mission-critical communication solutions for global military and public safety applications. These solutions allow customers to save lives, enhance security and support peacekeeping activities worldwide.
1 Kägwerks acquisition settled 5 December 2024
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Communications revenue increased 19% to $221.8 million compared to the pcp. Communications segment profit was $58.3 million, up 17% compared to the pcp, with segment profit margins of 26.3% broadly in line with the pcp. This segment margin is a result of the challenging trading environment for Zetron during H1 FY26, in addition to the inclusion of Kägwerks for the full period, which temporarily moderated the pace of segment profit margin improvement. The Group remains focused on increasing Communications’ segment profit margins, targeting 30% by the end of FY27.
DTC delivered strong growth during the first half, particularly from defence and unmanned systems applications demand. Revenue from the high-growth unmanned sector increased 68 % to $73 million during H1 FY26 versus pcp. Approximately half of this unmanned revenue, during the period related to operational defence applications in conflict zones, with the balance being driven by the adoption of DTC’s technologies, across non-conflict defence and security programs in Asia, the US and Europe. Importantly, growth rates across both conflict and non-conflict markets were broadly consistent, reinforcing the structural expansion of the unmanned systems market. This performance reflects continued product evolution, including increased adoption of DTC’s software-defined radio platform and the BLU-SDR-90, which delivers long-range, high-bandwidth connectivity in a compact, low size, weight and power (SWaP) form factor. The BLU-SDR-90 is optimised for contested environments and is increasingly deployed within unmanned and autonomous system applications.
Kägwerks delivered a full first-half contribution in line with expectations and continued to integrate effectively within Codan’s DTC division. The business contributed to Communications segment performance through its established position within the US military communications market, including ongoing participation in the Nett Warrior Program of Record.
Trading conditions for Zetron Americas were temporarily impacted by slower procurement cycles across the state and local agencies that we serve, which extended sales cycles and deferred order timing during the half. Early indications in the second half of FY26 are encouraging, with trading conditions showing signs of improvement as funding approvals progress . EMEA and APAC markets delivered stable performance during the H1 FY26. Research and development efforts remain focused on advancing Next Generation 911 (NG911) capabilities, including IP-based call handling, multimedia intake (text, image and video) and enhanced location accuracy, alongside the continued development of the SALUS platform. The SALUS platform is designed to provide a more integrated, standards-based and flexible solution across command and control, supporting long-term platform consistency and interoperability.
Collectively, Communications’ aggregate orderbook grew to $294 million at 31 December 2025 (up 19% versus the pcp), driven by strong order intake in both DTC and Zetron.
Metal Detection (Minelab)
Minelab is the world leader in handheld metal detection technologies for the recreational, gold mining, demining and military markets. For more than 30 years Minelab has led the metal detection industry to new levels of technological excellence.
Minelab’s first half results were exceptional, with revenue up 46% vs pcp to $168.0 million and segment profit was $76.2 million, up 86% versus the pcp. As a result of an increase in the proportion of revenue generated from gold detector sales, Minelab increased segment profit margin to 45% during the half, versus 36% in the pcp.
Minelab Africa delivered an exceptional H1 FY26 result, with revenues of approximately $95 million, driven primarily by strong demand from West Africa for Minelab’s gold detection technologies and favourable gold price conditions.
Minelab Rest of World (RoW) delivered high-teens revenue growth in H1 FY26, more than offsetting variability associated with the project-based countermine business. RoW performance reflects continued strength across key recreational markets and was supported by strong underlying demand, an excellent contribution from recent product introductions, and the ongoing expansion of Minelab’s direct-to-consumer e-commerce platform.
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Minelab continues to invest in product innovation and engineering to support its technology leadership across its detection portfolio. During H1 FY26, Minelab launched three new and upgraded products, including the Gold Monster 2000, the upgraded Vanquish 60 series, and the MDS-20 detector. Customer feedback on the Gold Monster 2000 to date has been very positive, reflecting strong interest in its enhanced performance and ease of use. The Vanquish upgrade further strengthens Minelab’s offering in the accessible multi-purpose segment, while the release of the MDS-20 extends the application of Minelab’s detection technology into military environments. A new high-end gold detector is scheduled for release in the coming weeks, continuing the cadence of product releases and innovation.
Minelab continues to invest in the development of new detector platforms to support future product refreshes and extend its technology leadership in its core markets. Collectively, these product launches demonstrate the depth of Minelab’s innovation capability and reinforce its leading position in recreational and specialist detection markets.
Outlook
Market conditions remain positive in both Communications and Metal Detection, reflecting the diversified nature of the Group’s portfolio and the quality of our businesses. Codan’s strategy is to continue to invest in engineering programs to maintain product and technology leadership and to underpin long-term growth.
In Communications, elevated defence spending and ongoing geopolitical tensions globally continue to generate strong demand for unmanned systems products. Communications is on track to deliver FY26 revenue growth within a 15 to 20% target range, supported by strong underlying demand and the full-year contribution from Kägwerks.
Minelab revenue in the second half of FY26 to date is tracking in line with strong first-half performance. Based on current trading conditions, the Group expects second-half performance to be at least in line with the first half, supported by favourable gold market conditions and a full six-month contribution from recent product releases.
With balance sheet capacity and a disciplined approach to capital allocation, Codan remains well positioned to continue investment in the business and pursue future acquisitions that fit our product and technology roadmaps and enhance the quality, resilience and diversification of its earnings.
State of Affairs
There were no significant changes in the state of affairs of the group other than those referred to in this financial report.
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
The lead auditor’s independence declaration is set out on page 6 and forms part of the directors’ report for the half year ended 31 December 2025.
Rounding Off
The company is of a kind referred to in ASIC Legislative Instrument 2016/191 dated 1 April 2016 and, in accordance with that Legislative Instrument, amounts in the financial report and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated.
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This report is made with a resolution of the directors:
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____ ____ G Barclay A Ianniello Director Director
Dated at Mawson Lakes this 18[th] day of February 2026.
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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
To the Directors of Codan Limited
I declare that, to the best of my knowledge and belief, in relation to the review of the interim financial report of Codan Limited for the half-year ended 31 December 2025 there have been:
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i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and
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ii. no contraventions of any applicable code of professional conduct in relation to the review.
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KPM_INI_01
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KPMG
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Julie Cleary Partner Sydney 18 February 2026
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.
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Consolidated interim income statement for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
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Consolidated
Half Year Half Year
Ended Ended
Note 31 December 31 December
2025 2024
$'000 $'000
Revenue 2 393,511 305,619
Cost of sales (164,474) (133,204)
Gross profit 229,037 172,415
Administrative expenses (35,626) (27,729)
Sales and marketing expenses (70,635) (59,462)
Engineering expenses (22,808) (19,057)
Net financing costs 3 (4,827) (5,793)
Other expenses (241) (21)
Profit before tax 2 94,900 60,353
Income tax expense 5 (23,730) (14,290)
Profit for the period 71,170 46,063
Attributable to:
Equity holders of the company 71,170 46,044
Non-controlling interests - 19
71,170 46,063
Earnings per share for profit attributable to the
ordinary equity holders of the company:
Basic earnings per share 39.2 cents 25.4 cents
Diluted earnings per share 39.0 cents 25.3 cents
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The consolidated interim income statement is to be read in conjunction with the notes to the interim financial statements set out on pages 12 to 16.
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Consolidated interim statement of comprehensive income for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
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Consolidated
Half Year Half Year
Ended Ended
31 December 31 December
2025 2024
$'000 $'000
Profit for the period 71,170 46,063
Items that may be reclassified subsequently to profit or loss
Changes in fair value of cash flow hedges (69) (2,037)
less tax effect 21 611
Changes in fair value of cash flow hedges, net of income tax (48) (1,426)
Exchange differences on translation of foreign operations (12,474) 26,560
Other comprehensive income for the period, net of income tax (12,522) 25,134
Total comprehensive income for the period 58,648 71,197
Attributable to:
Equity holders of the company 58,648 71,178
Non-controlling interests - 19
58,648 71,197
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The consolidated interim statement of comprehensive income is to be read in conjunction with the notes to the interim financial statements set out on pages 12 to 16.
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Consolidated interim balance sheet as at 31 December 2025 Codan Limited and its Controlled Entities
| Note | 31 December 30 June 2025 2025 $'000 $'000 Consolidated |
31 December 30 June 2025 2025 $'000 $'000 Consolidated |
|---|---|---|
| CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventory Current tax assets Other assets Total current assets NON-CURRENT ASSETS Property, plant and equipment Right-of-use assets Product development Intangible assets Other assets Total non-current assets Total Assets CURRENT LIABILITIES Trade and other payables Lease liabilities Current tax payable Provisions Total current liabilities NON-CURRENT LIABILITIES Trade and other payables Loans and borrowings Lease liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Share capital Reserves Retained earnings Total equity attributabletothe equityholders of the company |
21,777 116,975 143,196 4,500 47,712 334,160 42,887 29,426 170,966 332,997 1,834 578,110 912,270 148,137 7,557 14,684 17,239 187,617 7,202 110,000 33,252 11,747 4,557 166,758 354,375 557,895 60,112 92,951 404,832 557,895 |
39,731 93,102 140,700 3,770 45,463 |
| 322,766 | ||
| 42,545 31,098 165,400 341,162 1,834 |
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| 582,039 | ||
| 904,805 | ||
| 161,264 7,534 7,856 17,382 |
||
| 194,036 | ||
| 18,751 118,000 35,202 10,369 4,620 |
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| 186,942 | ||
| 380,978 | ||
| 523,827 | ||
| 53,618 107,449 362,760 |
||
| 523,827 |
The consolidated interim balance sheet is to be read in conjunction with the notes to the interim financial statements set out on pages 12 to 16.
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Consolidated interim statement of changes in equity for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
Consolidated
| Halfyear ended 31 December 2025 | Share capital Foreign currency translation reserve Hedging reserve Equity based payment reserve Profit reserve Retained earnings Total $'000 $'000 $'000 $'000 $'000 $'000 $'000 |
|---|---|
| Balance as at 30 June 2025 Profit for the period Change in fair value of cash flow hedges Exchange differences on translation of foreign operations |
53,618 45,933 1,213 1,322 58,981 362,760 523,827 - - - - - 71,170 71,170 - - (48) - - - (48) - (12,474) - - - - (12,474) |
| Transactions with owners of the company Dividends recognised during the period Performance rights expensed |
53,618 33,459 1,165 1,322 58,981 433,930 582,475 - - - - - (29,098) (29,098) - - 2,749 - - 2,749 |
| Allocation of Treasury Shares Director and employee share plans Balance at 31 December 2025 |
4,725 - - (4,725) - - - 1,769 - - - - - 1,769 |
| 60,112 33,459 1,165 (654) 58,981 404,832 557,895 |
|
| Halfyear ended 31 December 2024 | Share capital Foreign currency translation reserve Hedging reserve Equity based payment reserve Profit reserve Retained earnings Total $'000 $'000 $'000 $'000 $'000 $'000 $'000 Consolidated |
| Balance as at 30 June 2024 Profit for the period Change in fair value of cash flow hedges Exchange differences on translation of foreign operations Transactions with owners of the company Dividends recognised during the period Performance rights expensed Allocation of Treasury Shares |
50,319 32,012 332 1,538 58,981 303,750 446,932 - - - - - 46,063 46,063 - - (1,426) - - - (1,426) - 26,560 - - - - 26,560 |
| 50,319 58,572 (1,094) 1,538 58,981 349,813 518,129 - - - - - (21,758) (21,758) - - - 1,866 - - 1,866 2,451 - - (2,451) - - - |
|
| Balance at 31 December 2024 | 52,770 58,572 (1,094) 953 58,981 328,055 498,237 |
The consolidated interim statement of changes in equity is to be read in conjunction with the notes to the interim financial statements set out on pages 12 to 16.
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Consolidated interim statement of cash flows for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
| Note | Half Year Half Year Ended Ended 31 December 31 December 2025 2024 $'000 $'000 Consolidated |
|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from customers Cash paid to suppliers and employees Interest received Interest paid Interest on lease liabilities Income taxes paid Net cash from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions (net of cash acquired) 13 Proceeds from disposal of property, plant and equipment Payments for capitalised product development Acquisition of property, plant and equipment Acquisition of intangibles (computer software and licences) Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Drawdowns of borrowings Repayments of borrowings Payment of lease liabilities Dividends paid 4 Net cash (used in)/from financing activities Net (decrease)/increase in cash held Cash and cash equivalents at the beginning of the financial year Effects of exchange rate fluctuations on cash held Cash and cash equivalents at the end of the halfyear |
374,948 303,966 (299,439) (245,663) 243 158 (4,144) (4,771) (951) (844) (16,682) (12,604) 53,975 40,242 - (34,997) - 77 (24,924) (22,215) (4,780) (3,813) (954) (3,319) (30,658) (64,267) 72,000 78,875 (80,000) (22,000) (3,674) (3,621) (29,098) (21,758) (40,772) 31,496 (17,455) 7,471 39,731 19,703 (499) 696 21,777 27,870 |
The consolidated interim statement of cash flows is to be read in conjunction with the notes to the interim financial statements set out on pages 12 to 16.
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Condensed notes to the consolidated interim financial statements for the half year ended 31 December 2025
Codan Limited and its Controlled Entities
NOTE 1: STATEMENT OF ACCOUNTING POLICY
(a) Reporting entity
Codan Limited (the "company") is a company domiciled in Australia. The consolidated interim financial report of the company for the half year ended 31 December 2025 comprises the company and its subsidiaries (together referred to as the "group").
(b) Statement of compliance
The consolidated interim financial report is a general-purpose financial report which has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 . The consolidated interim financial report does not include all of the information required for a full annual financial report and should be read in conjunction with the consolidated annual financial report of the group as at and for the year ended 30 June 2025. The consolidated annual financial report of the group as at and for the year ended 30 June 2025 is available on request from the company's registered office at 2 Second Avenue, Mawson Lakes, South Australia and is also available on the company's website (www.codan.com.au).
The company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and, in accordance with that Legislative Instrument, amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated. The consolidated interim financial report was authorised for issue by the directors on 18 February 2026.
(c) Estimates
The preparation of the consolidated interim financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expense. Actual results may differ from these estimates. In preparing this consolidated interim financial report, the significant judgements made by management in applying the group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report as at and for the year ended 30 June 2025.
(d) Material accounting policies
The accounting policies applied in these interim financial statements are the same as those applied in the group’s consolidated financial statements as at and for the year ended 30 June 2025.
(e) Future Australian Accounting Standards requirements
A number of new standards are effective after 31 December 2025 and earlier application is permitted; however, the group has not early adopted the new or amended standards in preparing these consolidated financial statements.
AASB 18 Presentation and Disclosure in Financial Statements
AASB 18 was issued in June 2024 and replaces AASB 101 Presentation of Financial Statements. The new standard introduces new requirements for the Income Statement, including:
-
new categories for the classification of income and expenses into operating, investing and financing categories, and
-
presentation of subtotals for “operating profit” and “profit before financing and income taxes”.
Additional disclosure requirements are introduced for management-defined performance measures and new principles for aggregation and disaggregation of information in the notes and the primary financial statements and the presentation of interest and dividends in the statement of cash flows. The new standard is effective for annual periods beginning on or after 1 January 2027 and will first apply to the Group for the financial year ending 30 June 2028.
This new standard is not expected to have an impact on the recognition and measurement of assets, liabilities, income and expenses, however there will likely be changes in how the Income Statement and Balance Sheet line items are presented as well as some additional disclosures in the notes to the financial statements. The Company is in the process of assessing the impact of the new standard.
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Condensed notes to the consolidated interim financial statements for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
Australian Sustainability Reporting Standards
The first Australian Sustainability Reporting Standards (ASRS) have been approved by the Australian Accounting Standards Board (AASB). The standard to be adopted is AASB S2 Climate-related Disclosures (a mandatory standard). AASB S1 and AASB S2 are effective for annual reporting periods beginning 1 January 2025 and are applicable to the group. The group is in the process of assessing the impact of these standards.
GROUP PERFORMANCE
NOTE 2: SEGMENT REPORTING
The “Communications” segment includes the design, development, manufacture, and marketing of communication solutions. The “Metal Detection” segment includes the design, development, manufacture, and marketing of metal detection equipment. The “Other” business segment relates to the manufacturing and sale of tracking products to Caterpillar Inc.
In presenting information on the basis of geographical segments, segment revenue has been based on the geographic location of the invoiced customer.
| Segment revenue Communications Metal detection Other Revenue recognition (at a point in time compared to over time) Revenue recognised at a point in time Revenue recognised over time Segment result Communications Metal detection Other Unallocated net financing costs Unallocated corporate expenses and other income Profit for the period before income tax expense |
Half Year Half Year Ended Ended 31 December 31 December 2025 2024 $'000 $'000 221,774 186,963 167,988 115,010 3,749 3,646 393,511 305,619 350,712 266,052 42,799 39,567 393,511 305,619 58,333 49,764 76,187 40,988 341 331 134,861 91,083 (3,876) (4,949) (36,085) (25,781) 94,900 60,353 |
|---|---|
| Segment assets Communications Metal detection Other Unallocated corporate assets |
31 December 30 June 2025 2025 $'000 $'000 657,545 631,909 208,701 207,773 1,495 2,523 44,529 62,600 912,270 904,805 |
The group derived its revenues from a number of countries. The significant countries where revenue was 10% or more of total revenue were the United States of America totaling $162.302 million (2024: $127.295 million) and the United Arab Emirates totaling $63.081 million (2024: $33.313 million).
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Condensed notes to the consolidated interim financial statements for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
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Consolidated
Half Year Half Year
Ended Ended
31 December 31 December
2025 2024
$'000 $'000
GROUP PERFORMANCE (CONTINUED)
NOTE 3: NET FINANCING COSTS
Interest income (243) (158)
Net foreign exchange (gain)/loss 581 448
Cash Flow Hedge (gain)/loss (606) (112)
Interest expense 4,144 4,771
Finance charge on lease liabilities 951 844
4,827 5,793
NOTE 4: DIVIDENDS
Codan Limited has provided or paid for dividends as follows:
- ordinary final dividend of 16.0 cents per share paid on 17 September 2025 29,098
- ordinary final dividend of 12.0 cents per share paid on 18 September 2024 21,758
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Since the end of the half year, the directors declared an interim fully franked dividend of 19.5 cents per share payable on 12 March 2026. The financial impact of this interim dividend $35.585 million has not been brought to account in the group financial statements for the half year ended 31 December 2025 and will be recognised in subsequent financial reports.
TAXATION
NOTE 5: INCOME TAX EXPENSE
Income tax expense is recognised at an amount determined by multiplying the profit (loss) before tax for the interim reporting period by an estimate of the weighted-average annual income tax rate expected for the full financial year, adjusted for the effect of certain items recognised in the interim reporting period. The group’s consolidated effective tax rate of 25.0% for the half year ended 31 December 2025 is not materially different to the effective tax rate for the half year ended 31 December 2024 (23.7%).
OTHER NOTES
NOTE 6: FINANCIAL INSTRUMENTS
The group’s financial instruments carried at fair value have been valued by using a “level 2” valuation method. Level 2 valuations are obtained from inputs, other than quoted prices, that are observable for the asset or liability either directly or indirectly. At the end of the half year, financial instruments valued at fair value were limited to net foreign currency hedges receivable of $1.664 million for which an independent valuation was obtained from the relevant banking institution.
NOTE 7: CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The group enters into performance bonds with customers to support its delivery obligations as a supplier of electronic equipment.
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Condensed notes to the consolidated interim financial statements for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
OTHER NOTES (CONTINUED)
NOTE 8: EVENTS SUBSEQUENT TO REPORTING DATE
An interim dividend was declared after the end of the half year as disclosed in note 4. Other than this, there has not arisen in the interval between the end of the financial period and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the company, to affect significantly the operations of the group, the results of those operations, or the state of affairs of the group, in future financial years.
NOTE 9: RELATED PARTIES
There have been no material changes to arrangements with related parties since 30 June 2025. For details of these arrangements, refer to the 30 June 2025 annual financial report.
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31 December 30 June
2025 2025
NOTE 10: NET TANGIBLE ASSET / LIABILITY PER SHARE
Net tangible asset per share 36.0 cents 15.2 cents
Net tangible asset per share (excluding right of use assets) 19.9 cents (1.8 cents)
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NOTE 11: EMPLOYEE BENEFITS
The company issued 67,896 performance rights in October 2025 to the Chief Executive Officer. The total expense recognised as employee costs in the half year in relation to performance rights issued was $2.749 million. The fair value of the rights issued in the year has been measured consistently with the method disclosed in the annual report for the year ended 30 June 2025.
As at 30 June 2025, the number of performance rights on issue was 1,395,783, out of which 179,584 vested during the half year ended 31 December 2025, which had a weighted average share price of $29.84. A further 245,538 performance rights either lapsed or were forfeited during the half year ended 31 December 2025. With the above-mentioned new performance rights issued, this resulted in a total closing balance of 1,038,557 as at 31 December 2025.
NOTE 12: BANK FACILITIES
The multi-option facility has a number of components that are supported by interlocking guarantees between Codan Limited and its subsidiaries and are also subject to compliance with certain financial covenants. The group facilities are tested bi-annually to meet financial covenants of interest cover ratio, leverage ratio in addition to a Group Guarantee Condition. The group complies with all covenants on and before reporting date.
The group expects to comply with the covenants within 12 months after the reporting date. On 19 August 2025, the company received financial institution approval for renewed banking facilities. The multi-option facility is for $250 million and has a term of three years expiring in September 2028. A second multi-option facility for $150 million may be available subject to financial institutions approval. The total facility drawn down as at 31 December 2025 was $110 million.
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Condensed notes to the consolidated interim financial statements for the half year ended 31 December 2025 Codan Limited and its Controlled Entities
OTHER NOTES (CONTINUED)
NOTE 13: ACQUISITIONS
The Company acquired all of the shares in SKT2 LLC dba Kägwerks (Kägwerks) on 5 December 2024 and initially recognised the acquired assets and liabilities of Kägwerks at their provisional fair values as disclosed in the financial statement for the half year ended 31 December 2024. Subsequently the Company conducted detailed valuations of the assets and liabilities acquired as at the acquisition date which resulted in the following adjustments:
| Estimated fair value of consideration transferred | Fair value adjustment Final fair value $000 $000 $000 Provisional fair value recognised at date of acquisition |
|---|---|
| Cash paid 37,394 - 37,394 Contingent consideration 7,530 (2,529) 5,001 Acquiree's cash balance at acquisition date (1,292) - (1,292) 43,632 (2,529) 41,103 Estimated fair value of identifiable assets acquired and liabilities assumed, on a provisional basis Total assets 34,034 (2,277) 31,757 Total liabilities (12,650) (465) (13,115) 21,384 (2,742) 18,642 Estimated goodwill as a result of the acquisition Estimated fair value of consideration transferred 43,632 (2,529) 41,103 Estimated fair value of identifiable assets acquired and liabilities assumed, on a provisional basis (21,384) 2,742 (18,642) 22,248 213 22,461 |
37,394 - 37,394 7,530 (2,529) 5,001 (1,292) - (1,292) |
| 43,632 (2,529) 41,103 |
|
| 21,384 (2,742) 18,642 |
|
| 43,632 (2,529) 41,103 (21,384) 2,742 (18,642) |
|
| 22,248 213 22,461 |
NOTE 14: GOODWILL
| Reconciliation of Goodwill: Carrying amount at beginning of year Adjustment on prior year’s acquisitions Net foreign currency differences on translation of foreign entities Carrying amountas at31 December 2025 |
$'000 323,495 213 (8,495) |
|---|---|
| 315,213 |
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Directors’ declaration
Codan Limited and controlled entities
In the opinion of the directors of Codan Limited (“the company”):
-
(a) the financial statements and notes, set out on pages 7 to 16, are in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of the financial position of the consolidated entity as at 31 December 2025 and of its performance for the six-month period ended on that date and
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(ii) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 ; and
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(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Dated at Mawson Lakes this 18[th] day of February 2026.
Signed in accordance with a resolution of the directors:
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G Barclay Director
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____ A Ianniello Director
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Independent Auditor’s Review Report
To the shareholders of Codan Limited
Conclusion
We have reviewed the accompanying Interim Financial Report of Codan Limited.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the Interim Financial Report of Codan Limited does not comply with the Corporations Act 2001 , including:
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giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its performance for the Half-year ended on that date; and
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complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
The Interim Financial Report comprises:
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Consolidated interim balance sheet as at 31 December 2025;
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Consolidated interim income statement, consolidated interim statement of comprehensive income, consolidated interim statement of changes in equity and consolidated interim statement of statement of cash flows for the Half-year ended on that date
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Notes 1 to 14 comprising material accounting policies and other explanatory information; and
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The Directors’ declaration.
The Group comprises Codan Limited (the Company) and the entities it controlled at the Half year’s end or from time to time during the Half-year.
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Interim Financial Report section of our report.
We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of annual financial reports of public interest entities in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.
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Responsibilities of the Directors for the Interim Financial Report
The Directors of the Company responsible for:
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the preparation of the Interim Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
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such internal control as the Directors determine is necessary to enable the preparation of the Interim Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities for the Review of the Interim Financial Report
Our responsibility is to express a conclusion on the Interim Financial Report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the Interim Financial Report does not comply with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2025 and its performance for the Half-Year ended on that date, and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of an Interim Financial Report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
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KPMG
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Julie Cleary Partner Sydney 18 February 2026
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