Amanet: is the consulting arm really being rebuilt, or only rearranged?

The main article focused on Amanet’s harder test, backlog and reported profit that still do not convert well enough into cash. This continuation isolates a different thread: what the company is actually doing inside the consulting arm after three consecutive moves, the exit from Amgon, the acquisition of the Ran Shtok activity, and the non-binding MOU to acquire a civil-engineering company.

That matters because the consulting arm is not just another box on the slide. It is the place where Amanet is trying to connect managerial consulting, project-management offices, public- and defense-sector work, and potentially a deeper engineering layer that could open a broader infrastructure-project lane. If that works, Amanet is not simply adding another service line. It is trying to build a tighter professional chain, from business and planning advice to control, quality assurance, and execution support. If it does not work, the result is mostly one layer replacing another.

What is already working? The base activity did not break. Consulting, project-management, and logistics segment revenue from customers rose in 2025 to NIS 109.951 million from NIS 104.972 million, and organizational-consulting revenue increased to NIS 49.497 million. What is still unproven? Segment profit barely moved, to NIS 2.066 million from NIS 2.021 million, while segment backlog declined to NIS 151 million from NIS 160 million.

Four points matter from the start:

• Amgon is gone, but the gap it left has not yet been replaced by a new engine. Amanet sold its entire Amgon stake in March 2025 for NIS 7 million, after already recording a NIS 2.8 million impairment on the investment in 2024.
• Ran Shtok adds capability, not scale. Amanet explicitly describes the acquired activity as not material to the company.
• The engineering company is the bigger move, but still not a deal. There is an MOU, an exclusivity extension, a pricing framework, and even seller put options. There is still no binding agreement or closing certainty.
• The strategy is clearer than the result. Management explicitly says it is examining acquisitions with emphasis on technology and infrastructure project management, cites about NIS 48 million of invested cash balances intended in part to support subsidiaries and exploit M&A opportunities, and says that most of the group’s organizational adjustments are already behind it.

The Three Moves That Make Up the Rebuild Story

This sequence matters because it shows that Amanet’s move is not linear. It is not buying one large company and building a segment around it. It first exits Amgon, then adds a small advisory layer, and only then tries to open a second leg through an engineering move that is still unsigned. That already looks more like rebuilding a professional architecture than executing one clean growth step.

What Actually Changed Inside the Consulting Arm

The first practical signal sits in the segment’s revenue mix. The two disclosed service buckets that exceed 10% of group revenue are organizational consulting and managed services. In 2025, only the first one showed a clear step up.

That is material because it shows where Amanet is successfully shifting weight and where it still is not. Organizational consulting increased by roughly NIS 7 million, while managed services were almost flat. If the question is whether the segment is being rebuilt, this is not evidence of a segment leaning more heavily on the old broad managed-services layer. It is evidence of a segment trying to lift the more consulting-heavy buckets.

But that is where the brake appears. Once the analysis moves from service mix to segment economics, the picture becomes less impressive:

Segment revenue from customers rose by about 4.7%, but backlog fell by NIS 9 million and segment profit increased by only NIS 45 thousand. In other words, Amanet is managing to hold volume and even expand revenue modestly, but it still is not showing that the new segment structure produces better economics. That matters because 2025 already includes the Amgon exit, the Ran Shtok acquisition, and management’s explicit statement that the organizational-adjustment phase is largely behind it and that more resources are now going to business development.

The implication is that the question is not whether there is movement. There is. The question is whether that movement has already changed the economic quality of the segment. As of year-end 2025, the answer is still cautious.

Ran Shtok: Capability Add-On, Not a Platform

The best way to understand what Amanet actually bought through Ran Shtok is not the wording around broader services, but the accounting of the deal itself.

Two conclusions stand out. First, the deal is small. Amanet not only describes the acquired activity as non-material, the numbers support that description. Second, most of the value booked in the deal sits not on a heavy operating asset base, but on know-how, customer relationships, and goodwill. The goodwill recorded, NIS 1.012 million, is larger than any individual tangible or identifiable intangible asset. The acquired backlog is only NIS 90 thousand and is amortized over one year.

What does that mean in practice? This looks much more like a purchase of professional capability and client access than a purchase of a new revenue engine. The pricing structure reinforces that reading. Aman paid NIS 1 million in cash and also agreed to contingent consideration that can reach NIS 1.6 million depending on the activity’s 2026 results. In other words, part of the price is deferred and performance-based. That is a sensible structure for a small bolt-on deal, and it also says that Amanet itself did not pay upfront as if this were already a proven platform.

That is the distinction between a true rebuild and a layer reinforcement. A true rebuild would look like a deal that brings immediate scale, profitability, backlog, or customers large enough to move the segment by itself. Ran Shtok brings something else, complementary capability. That may still matter, especially if Amanet wants to offer a broader package of managerial, economic, and engineering advice. But on its own, it is still not a deal that changes the picture.

The Engineering Company: The Option That Could Change the Arm, Still Unsigned

If one move really can change the profile of the consulting arm, it is not Ran Shtok. It is the MOU with the engineering company. Here the target is a civil-engineering firm specializing in planning, control, and quality assurance in infrastructure, and Aman wants to acquire in stages up to 85% of its share capital.

The structure disclosed in the MOU is more meaningful than it looks at first glance. The consideration is supposed to be derived from a preset multiple on the engineering company’s average operating profit in 2024 and 2025, as determined by its audited annual statements, and in any case not at a valuation below NIS 14.3 million on a 100% basis. Beyond that, the sellers receive put options on their remaining shares, one seller starting three years after closing and the second starting five years after closing, each for a 24-month period. Those later purchases are also linked to the agreed multiple, with the same NIS 14.3 million CPI-linked valuation floor. In addition, the binding agreement is supposed to include a tag-along mechanism if Aman sells shares.

Why does that matter? Because Amanet is not just testing another adjacent activity. It is building a path that could bring a real civil-engineering layer into the consulting arm, with a deferred pricing tail attached to it. That fits very closely with what management already wrote in the strategy section, emphasis on infrastructure project management, participation in project-management bodies, and broader integration between consulting, engineering, and execution support.

But this is exactly where the yellow flag sits. This is not a signed deal. Completion is subject to due diligence, regulatory approvals if needed, third-party consents, approvals by competent corporate bodies, and additional agreed conditions. In the immediate report dated February 24, 2026, the company extended exclusivity through March 31, 2026 in order to complete due diligence and draft binding agreements, and in that same report explicitly stated that there is no certainty that the MOU will mature into a binding agreement or that the transaction will be completed.

So anyone already reading this as if Amanet has a new engineering segment inside the group is moving too fast. It is more accurate to see this as a strategically coherent option, not an asset already in hand. And it is not a free option either. If the deal is signed, Aman will not only gain capability. It will also take on a multi-stage payment structure, dependence on the acquired company’s future performance, and seller put options that can later become a real obligation to buy the remaining shares.

So Is It a Rebuild, or Just a Layer Swap?

As of year-end 2025, the direct answer is that Amanet still has not proven a full rebuild of the consulting arm. It has proved something else, a deliberate rearrangement.

Amgon is out, so the old logistics layer has been cut back. Ran Shtok is in, but at a scale that adds expertise more than weight. The engineering company could become the real second leg, but until there is a binding deal it remains an option rather than an outcome. And in the meantime, on the actual numbers, segment revenue is up modestly, segment profit is nearly flat, and backlog has slipped.

The analytical implication is that, for now, it is more accurate to talk about replacing layers inside the consulting arm than about proving a new engine. Amanet is trying to shift the center of gravity away from a broader dependence on managed services and logistics toward a denser cluster of managerial consulting, project-management offices, planning, control, and infrastructure engineering. That is a coherent move. It also matches what management defined as the next phase after the organizational adjustments of recent years. But two things still have to happen before this can honestly be called a rebuild.

The first is a signed and completed engineering deal, not only an extended MOU. The second is a real improvement in segment economics, not only preservation of volume. Until those two things happen, Amanet has not yet rebuilt its consulting arm. It is mostly rearranging it, in the hope that the new layer will later prove better than the old one.