Cohort plc
Annual Report and Accounts 2007
_COH_ar07_cover.indd   2 23/07/2007   10:33:21 Cohort was established to capitalise on consolidation and organic growth 
opportunities in the defence technical services market. It was admitted 
to trading on AIM on 8 March 2006. On 1 August 2006, it acquired 
MASS Consultants Ltd (MASS).
Cohort operates through its two trading subsidiaries, Systems Consultants 
Services Ltd (SCS) and MASS. Both are leading independent technical service 
providers, working for defence, wider government and industry clients.
Company proﬁle
 MASS
MASS is an independent UK systems house with a strong defence 
and aerospace market focus. Formed in 1983, the Company 
is based near St Neots in Cambridgeshire with a second facility 
in Lincoln. MASS currently employs around 110 permanent staff 
and 25 associates, of whom 75% are professional engineers 
complemented by a small cadre of ex-service personnel.
MASS offers specialist skills in four business areas:
 Electronic Warfare
 Specialist managed services
 Communications and Electronic Systems
 Information Systems
In addition, MASS offers re-design and support of older in-service 
military systems, plus technical and operational advisory services 
across all four business areas.
The ability to assemble multi-disciplined teams covering both 
operational and engineering design disciplines sets MASS apart 
from many other systems houses. MASS has speciﬁc experience 
in managing and providing services in highly secure areas of 
government and industry. 
 SCS
SCS is a leading independent defence technical services business 
based in Henley-on-Thames, Oxfordshire. SCS provides a range 
of technical services for the defence and security sectors, 
its principal client being the UK Ministry of Defence (MOD) 
and its agencies. 
Other clients include other UK government departments, 
NATO, major defence contractors and non-defence businesses. 
SCS was founded in 1992 by Stanley Carter , formerly a lieutenant 
colonel in the British Army, to provide independent, practical 
and technical expertise to clients in the defence and security 
sectors. A high proportion of SCS’s employees and those engaged 
as associates were formerly in either the British armed forces 
or the MOD. Many are technically qualified to degree level 
or above and collectively they have a wide breadth and depth 
of expertise.
SCS currently employs around 110 permanent staff and 
107 associates. 
_COH_ar07_cover.indd   3 23/07/2007   10:33:21 Cohort plc
Annual Report and Accounts 2007 01
Highlights
  Mass Maiden return above expectation
  SCS business growth 24%
 Closing order book of £38.3m
  Year end cash balance £5.0m
 Normalised earnings per share* 8.97p
 Proposed ﬁnal dividend 0.9p per share
IFC Company profile
  01 Highlights
  02 Chairman’s statement
  04 Chief Executive’s review
06 Finance Director’s review
  08 Board of Directors
  09 Executive Management
09 Group advisers
  10 Directors’ report
 13 Corporate governance report
 15 Remuneration Committee report
 17 Independent auditor’s report
18 Consolidated profit and loss account
 19 Balance sheets
 20 Consolidated cash flow statement
 22 Accounting policies
 24 Notes to the financial statements
 35 Notice of Annual General Meeting
 IBC Shareholder information and  
financial calendar * excluding exceptional items, goodwill amortisation and share-based payments.
12_COH_ar07_front.indd   1 23/07/2007   10:32:13 Cohort plc
Annual Report and Accounts 2007 02
Summary of Chairman’s statement
  MASS performed ahead of expectations
  SCS continued to grow strongly
I am pleased to announce the ﬁrst full year of results for Cohort plc 
since listing on AIM in March 2006. Cohort acquired MASS Consultants 
Limited (MASS) in August 2006 and the new business has settled in well 
and performed ahead of expectations in its ﬁrst nine months within 
the Group. Systems Consultants Services Limited (SCS) continued to 
grow strongly. Overall, Cohort has progressed well and achieved its 
ﬁnancial and strategic objectives for the year.
Key ﬁnancials
In the year ended 30 April 2007, Cohort achieved Group turnover 
of £34.4m (2006: £17.8m) representing a 93% increase on 2006. 
This included turnover of £22.1m (2006: £17.8m) from SCS representing 
organic growth of 24% and an initial contribution from MASS of £12.3m.
Group operating proﬁt before goodwill amortisation and share-based 
payments was £3.0m (2006: £1.8m). This included operating proﬁt of 
£2.3m (2006: £1.9m) from SCS representing organic growth of 19% and 
an initial contribution of £1.3m from MASS. Cohort Group overheads 
were £0.6m (2006: £0.1m). 
Proﬁt before goodwill amortisation, share-based payments, interest 
and tax was £2.9m (2006: £1.3m) after accounting for the Group’s 
share of joint venture losses and exceptional items in relation to 
venture capital activities of £128,000 (2006: £467,000).
Proﬁt after interest and before tax was £2.5m (2006: £1.4m) and proﬁt 
after tax was £2.0m (2006: £0.9m).
Basic earnings per share were 7.26p (2006: 5.47p). Normalised earnings 
per share were 8.97p (2006: 6.77p). The normalised earnings per share 
were based upon proﬁt after tax, excluding goodwill amortisation, 
share-based payments and exceptional items.
The Cohort cash balance at year end was £5.0m (2006: £5.6m), 
reﬂecting the good operating performance, net of the cash invested 
in the acquisition of MASS.
Chairman’s statement
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Annual Report and Accounts 2007 03
Dividends
The Group plans to pay a ﬁnal dividend of 0.9p per ordinary share 
(2006: 0.4p), making the full year dividend in respect of the year 
ended 30 April 2007 1.3p per ordinary share (2006: 0.4p). This will 
be payable on 5 September 2007 to shareholders on the register 
at 10 August 2007 subject to approval at the annual general meeting 
on 30 August 2007.
Board and personnel
On 1 May 2007, the beginning of the new ﬁnancial year, we made 
two new appointments. Rick Bounsall was appointed as Managing 
Director of SCS. Rick was formerly a senior ofﬁcer in the British Army, 
with much experience of managing complex equipment projects. 
I am pleased to welcome Rick to the Group. 
Andy Thomis, formerly Group Corporate Development Director, was 
appointed Managing Director of MASS, an appointment which had been 
vacant since the acquisition of the company. As a consequence of taking 
up this role Andy stepped down from the Cohort plc Board on 9 July 2007. 
Both he and Rick Bounsall sit on the Group Executive Committee.
Since ﬂotation Stanley Carter had fulﬁlled the role of Managing Director 
at SCS as well as being Chief Executive of Cohort and supervising the 
integration of MASS. The appointments of Rick Bounsall and Andy Thomis 
have freed Stanley to spend more time on the development of the Group, 
including by acquisition. I am also closely involved in this process.
I would like to add a warm welcome to all the employees of MASS who 
have joined the Cohort Group. It is a cliché that all businesses are people 
businesses, but one that is true in our case. I would like to thank all 
the Cohort employees for the efforts which have helped to make the 
ﬁrst full year of the Group as a listed Company a successful one.
Outlook
The Group order book at 1 May 2007 stood at £38.3m including an export 
order at MASS of £5.8m received in April 2007. SCS continues to expand 
its business, building on the demand from MOD and industry for technical 
advice which is informed by both theory and military experience.
We continue to look for acquisitions to complement the organic 
development of the business. We are also taking steps to restructure 
our remaining joint venture investments, neither of which is core 
to the Group.
Overall the Board is positive about the outlook for the continued 
progress of the Group.
Nick Prest CBE
Chairman
Overall, Cohort has progressed well and achieved its ﬁnancial and strategic 
objectives for the year.
”
“
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Annual Report and Accounts 2007 04
Summary of Chief Executive’s review
  Acquisition of MASS
  Continued strong growth from SCS
  Senior appointments to subsidiary Boards
  Further investment in infrastructure
I am pleased to report that Cohort’s ﬁrst full year of trading has continued 
the successful trend of last year. The Group has been significantly 
expanded and strengthened with the acquisition of MASS and continued 
strong growth from SCS. In the year ended 30 April 2007, Cohort achieved 
Group turnover of £34.4m (2006: £17.8m) and operating proﬁt before 
goodwill amortisation and share-based payments of £3.0m (2006: £1.8m). 
MASS
Based in Cambridgeshire with an electronic warfare facility in 
Lincolnshire, MASS was founded in 1983. It is well known in the ﬁeld 
of electronic warfare, secure communications and associated specialist 
managed services. In the nine months since acquisition, MASS exceeded 
our expectations turning over £12.3m with an operating proﬁt of £1.3m, 
a very good performance. Andy Thomis was appointed as Managing 
Director of MASS on 1 May 2007. The previous post holder had retired 
on acquisition by mutual agreement; the other three executive directors 
remain in post. Employee response to the change in status of MASS and 
to the staff changes has been very positive and augurs well for the 
continuing organic growth of MASS.
A particularly important achievement during the year was the award 
to MASS of a £5.8m contract for electronic warfare operational support 
(EWOS) services to an export customer. This conﬁrms MASS’s position 
as a leading international EWOS provider and the Company continues 
to pursue further major prospects in this area. MASS continues to invest 
in the next generation of electronic warfare databases. This is a strategic 
decision by the Group to ensure its continuing critical role in support of 
the UK’s electronic warfare capability and its expanding role in overseas 
EWOS support and development work.
Good progress was made on SCA, a £9m contract to design and 
manufacture a number of airborne secure communication systems 
for the RAF . After the year-end an amendment was received increasing 
the value of the SCA contract by approximately £0.9m, extending the 
duration to 2009.
MASS continues to support OFCOM to assess radio spectrum quality in the 
UK, using our unique digital signal processing techniques and measuring 
equipment. Opportunities are being pursued to provide similar services 
to other users in the UK and overseas. 
MASS continued to perform well on its managed service contracts 
with the MOD’s Strategic Systems Integrated Project Team (IPT) and 
the Air Warfare Centre. A number of possible paths have been identiﬁed 
to grow these activities in future.
Chief Executive’s review
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Annual Report and Accounts 2007 05
SCS
SCS continued to grow strongly: turnover £22.1m, 24% above 2006, 
operating proﬁt £2.3m, 19% above 2006. Further investment has been 
made in SCS’s infrastructure to support the continued top line growth. 
This investment will continue into 2008 with an improved management 
information system for SCS. Rick Bounsall took over as Managing Director 
of SCS from me on 1 May 2007. Rick, a Royal Artillery brigadier , has held 
senior appointments in the MOD involving major equipment programmes 
for the past six years and, most recently, has led the £2.5 billion Bowman 
communications programme. 
James Campbell, formerly Head of Capability and Support Division, 
has been appointed Operations Director . The two non-executive directors, 
John Tydeman and Michael Russell have resigned in accordance with Group 
policy not to have non-executive directors on subsidiary boards. I take 
this opportunity to thank both of them for their invaluable support over 
many years. Further management changes have been made by grouping 
the former six business areas and one division into four divisions, each 
with a divisional head.
Notable contract awards won in competition during the year include: 
  Support to the Defence Infrastructure IPT and the ATLAS Consortium; 
  A key Defence Logistics IS project (JAMES) and the MOD’s 
experimental workshop NITEworks; and
  the Integration Authority and signiﬁcant training tasks for 
the Permanent Joint Headquarters as part of our ongoing 
ﬁve year contract. 
SCS has worked throughout the year with UK Land Command on numerous 
tasks as well as assisting Defence Estates and the Defence Logistic 
Organisation. Contributions to new equipment capabilities include: work 
on the Army’s proposed new medium weight armoured vehicle project 
(FRES) and follow-up work for the RAF’s Joint Combat Aircraft. 
SCS is a key member of Lockheed Martin’s Team Athena for the provision 
of the Land Environment Air Picture Programme (LEAPP), and Raytheon’s 
team on the Joint Effects Tactical Targeting System (JETTS) and is heavily 
involved in the Network Enabled Air Defence System (NEADS). 
Beyond the UK, SCS has continued to lead an industrial consortium 
contracted to NATO’s NC3 Agency and has established a growing 
reputation with the World Lottery Association as a Security and Risk 
Advisor. This includes winning a contract from a Chinese lottery for 
audit work and teaming with Sugal & Damani in their bid for the next 
UK Lottery Licence.
Organisation
The demands on Cohort’s senior management grew following ﬂotation 
and the acquisition of MASS. The appointment of new Managing Directors 
at MASS and SCS has freed me to focus more on Group matters and 
acquisitions. Organisationally, the Cohort Board will remain tight, 
overseeing a Group Executive Committee which I will chair . This comprises 
the Executive members of the Cohort Board and the Managing Directors of 
the subsidiaries.
Market
The factors in the wider defence market have changed little from those 
I reported last year , with continuing trends to integrate and consolidate. 
The demand from the MOD for impartial and independent technical 
advice remains strong. The high level of operational commitment of HM 
Forces, coupled with a natural “front-line ﬁrst” policy, continues to leave 
gaps in military technical posts in the MOD, which is already having to 
cope with reduced technical support arising from the signiﬁcant reduction 
of the scientiﬁc civil service brought about by privatisation. These factors 
have beneﬁted the Group and are expected to continue in the future.
I am conﬁdent that the wide ranging and complementary expertise 
we are building into the Cohort Group make it well positioned to 
continue to grow, both organically and through acquisition to meet 
the increasing need for independent technical advice and support.
A E Stanley Carter
Chief Executive
The wide ranging and complementary expertise we are building into 
the Cohort Group make it well positioned to continue to grow, both 
organically and through acquisition.
”
“
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Annual Report and Accounts 2007 06
I am pleased to include for the ﬁrst time a ﬁnancial review of the Group. 
The review is in two sections, further expanding upon the ﬁnancial results 
of the Group and explaining the ﬁnancial and operational risks faced by 
the Company and its subsidiaries.
Financial statements
The following expands upon the ﬁnancial statements and notes 
thereto, highlighting in particular signiﬁcant changes and estimates 
within the ﬁnancial statements.
Acquisition of MASS (note 25)
Completed 1 August 2006, MASS contributed nine months of results to 
the Cohort Group. The goodwill arising on the acquisition of £13.7m 
will be amortised over 20 years under UK GAAP . A charge of £515,000 was 
included in the administrative expenses of the Group for the year 
ended 30 April 2007 (2006: £nil).
The goodwill includes deferred consideration of £0.5m, provided for 
by the Group on acquisition and outstanding at 30 April 2007 (note 18). 
The deferred consideration is payable to the vendors of MASS on the 
securing of certain overseas contracts on or before 31 July 2008.
Share-based payments (note 19)
The Group has adopted Financial Reporting Standard 20, share-based 
payments for the year ended 30 April 2007, for which a charge of £71,000 
(2006: £nil) was included within administrative expenses. The share-based 
payment has been calculated using the Quoted Companies Alliance 
share-based payment model, a Black-Scholes based binomial model.
The charge to the accounts was based upon a number of factors, 
two of which were subjective estimates:
i. Volatility
A rate of 20% has been used based upon the daily share price variation 
over the last 14 months since listing. The charge for the year ended 
30 April 2007 would have been £54,000 at 10% volatility and £90,000 
at 30% volatility.
ii. Leavers rate
The rate of 6.5% was based upon the experience of the Group for the 
year ended 30 April 2007.
The charge in future years will be higher due to current share options 
being in issue for a full year.
Joint ventures
The share of joint venture operating losses in the year ended 30 April 2007 
arises from the Group’s 50% share in Advanced Geospatial Solutions Ltd 
(AGS) for the whole year and 25% share in Digital Millennium Map LLP 
(DMM) for the six months ended 31 October 2006.
Looking forward, the Group will only account for its 50% share of AGS.
The reclassiﬁcation of the Group’s interest in DMM from a joint venture 
to an investment resulted in the partial write back of the Group’s share 
of accumulated losses of DMM up to 31 October 2006 as an exceptional 
gain of £113,000.
Taxation (note 8)
The Group’s tax charge for the year ended 30 April 2007 of £454,000 
(2006: £440,000) was at an effective rate of 18.5% (2006: 32.4%) of 
proﬁt before tax. This included a current year corporation tax charge 
of £449,000 (2006: £406,000), a rate of 18.3% (2006: 29.9%).
The Group’s overall tax rate was signiﬁcantly below the standard 
corporation tax rate of 30%, the majority of the rate reduction was due 
to the recognition of research and development (R&D) credits at MASS 
for the nine months ended 30 April 2007.
MASS has retained its smaller and medium sized enterprise (SME) status 
for the year to 30 April 2007, thus beneﬁting from a higher R&D tax credit 
rate. This SME status will be retained in the year ended 30 April 2008.
Group turnover
Further analysis is as follows:
 2007 2006
Turnover by customer:
Direct to UK MOD 69% 78%
Indirect to UK MOD 21% 20%
Commercial 9% 1%
NATO 1% 1%
The change in turnover mix is due to the acquisition of MASS, which 
provides IT and communications services to non-military customers, 
including OFCOM and the police.
Debtors
Group debtors, expressed as days of sales at 30 April 2007 were 
71 (2006: 87 days). This was due to a small reduction in the SCS 
debtor days from 84 to 79 and the inclusion of MASS (56 days), 
lowering the overall Group debtor days.
At SCS, the investment in a new information system during the coming 
year is expected to reduce debtor days.
Finance Director’s review
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Annual Report and Accounts 2007 07
Approach to risk
The business risks of the Group can be summarised as follows:
i. Revenue
ii. Treasury
iii. Operations
iv. Acquisitions
i. Revenue
The Group takes a prudent approach to revenue risk, and any work done 
at risk is minimal, authorised at the appropriate level and reviewed 
on a monthly basis. The calibre of the Group’s customers and the control 
processes in respect of revenue capture and invoicing, ensures minimal 
bad debts. The 2007 bad debt charge was £nil (2006: £6,000) on a 
Group turnover of £34.4m (2006: £17.8m).
The Group also uses letters of credit and other methods of payment 
guarantee, including customer advances, especially in respect of overseas 
customers, to ensure any export debt risk is minimised. T o date, export debt 
has been mainly receivable in sterling with immaterial levels of foreign 
currency receivable.
ii. Treasury
The Group takes a very prudent approach to the management of 
its ﬁnancial instruments which are described in note 17. The Group’s cash 
is held with at least AA rated institutions and on deposits not exceeding 
one month. This ensures a very low risk to capital and a reasonable balance 
of liquidity against interest earned on cash deposits.
During the year , the Group put in place a working capital facility with 
RBS NatWest for £1.0m. This facility is available to all of the Group’s 
entities through an offset arrangement.
The Group did not utilise this facility during the year ended 30 April 2007 
with an average net funds balance of £4.4m, net funds ranging from a low 
of £2.4m to a high of £5.0m since the acquisition of MASS in August 2006.
The Group is currently considering further debt, of a structured nature, 
to potentially constitute a part of any future acquisition consideration 
in accordance with the Group’s strategy .
iii. Operations
The Group’s operational risk is primarily through its two subsidiaries. 
The individual subsidiary trading or business risks are as follows:
MASS
MASS’s primary risks are:
i.   Fixed price contracts – these are usually of a long term nature 
(greater than 12 months) and typically include delivery of hardware 
and software. These projects are managed by dedicated project 
management, monthly review by the MASS Board and regular 
interaction with the customer and key suppliers. Margin is prudently 
recognised taking account of risk and cost to complete.
ii.   Because of the nature of its niche technical skills requirement, 
MASS has a ﬁxed level of core engineering. This cost base is carefully 
monitored at budget time and by a rolling monthly forecast to identify 
any potential risk of low utilisation and thus under recovery of cost. 
  The risk is mitigated, in the short term, to a certain extent by 
the use of a small number of sub-contractor staff. In the long 
term, a programme of skills assessment and training is in place 
to ensure continued ﬂexibility of the engineering resource.
SCS
The primary cost risk is in respect of staff utilisation. This risk is 
managed by retaining a minimal core staff, essential for business support, 
development and delivering key skills to customers. The majority of 
deliverable service is provided by non-core staff (associates) where 
cost is only incurred when the associates are on task earning revenue.
SCS has a small number of ﬁxed price contracts which are managed 
by speciﬁcally tasked project management and reviewed on a monthly 
basis for ﬁnancial performance and risk to recognised margin. The 
recognised margins are prudently traded taking account of risks and 
costs to completion.
The Group (through SCS and MASS) operates a number of off-site managed 
service contracts. These contracts are long term in nature (typically ﬁve 
years at commencement) and are managed through dedicated site project 
managers. The contracts are ﬁxed price in terms of revenue and cost with 
opportunities for additional tasks enhancing volume and return. The Group 
carefully manages the partnership with its customer and supplier base in 
all these cases to ensure the customer receives value for money and skilled 
Group staff providing a dedicated, ﬂexible and responsive approach. 
The primary risk to these managed service contracts is termination which 
is mitigated by the partnering approach adopted by the Group and our close 
engagement with the customer to ensure customer requirements remain 
paramount at all times.
iv . Acquisitions
The Group’s acquisition risk is mitigated as far as practicable by 
the acquisition process being managed at the Cohort Board level, 
making use of appropriate external expertise and resources 
as and when required.
Simon Walther
Finance Director
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Annual Report and Accounts 2007
Nick Prest CBE
Chairman
After graduating with an MA from Oxford, Nick Prest 
began his career as an administrative civil servant 
in the UK Ministry of Defence (MOD) in 1974. After an 
MBA course at Bradford Business School, Nick 
then moved within the MOD to the Defence Export 
Services Organisation. In 1982, he left the MOD 
to take a marketing role at United Scientiﬁc Holdings, 
predecessor of Alvis plc (Alvis). He was appointed 
marketing director in 1985, with overall responsibility 
for the order intake of the Alvis Group worldwide, 
and became chief executive in 1989. Alvis developed 
into one of the world’s leading contractors in the 
specialist ﬁeld of armoured vehicles before being 
acquired by BAE Systems in 2004. Nick was appointed 
Chairman of Alvis in 1996. He was Chairman of the 
Defence Manufacturers Association from 2001 
to 2004. Nick is also Chairman of AVEVA Group PLC.
Stanley Carter 
Chief Executive
Following a successful military career , Stanley Carter 
took early retirement as a Regular Army Lieutenant 
Colonel in the Royal Artillery to found Systems 
Consultants Services Ltd (SCS) in 1992. During his 
military service he held a wide range of operational 
posts and staff ofﬁcer appointments in the MOD, 
including the central staff, procurement, government 
research establishments and had signiﬁcant interaction 
with industry. He also represented the UK on a 
ﬁve nation technical committee overseeing the 
development of an advanced weapon system and 
at NATO interoperability committees. Stanley won 
a personal award from the MOD Committee of Awards 
to Inventors for a lightweight missile launcher which 
is still in service. Having been Managing Director 
of SCS for 14 years, Stanley became Chief Executive 
of Cohort on its formation in 2006.
Simon Walther
Finance Director and Company Secretary 
After graduating with a BSc from London, 
Simon Walther went on to qualify as a chartered 
accountant with Touche Ross in 1992. Simon 
moved to the Peninsular and Oriental Steam 
Navigation Company (P&O) in 1993 where he was 
appointed a Chief Accountant for P&O European 
Ferries in 1995. In 1997 he was appointed Group 
Financial Controller at Alvis. He joined Cohort as 
Finance Director in May 2006, having considerable 
industry relevant experience with Alvis and 
BAE Systems.
Sir Robert Walmsley KCB 
Independent Non-executive Director
Sir Robert Walmsley previously served in the 
Royal Navy where his ﬁnal appointment was 
as Controller of the Navy and member of the 
Navy Board as a Vice Admiral. He was knighted 
in 1995. After retiring from the Navy, he was 
appointed as Chief of Defence Procurement, 
occupying that position from 1996 until 2003. 
He was appointed independent Non-executive 
Director of British Energy Group PLC in 2003. 
He is an independent director of General Dynamics 
Corporation, the Major Projects Association, 
EDO Corporation and Stratos Global.
Board of Directors
08
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Annual Report and Accounts 2007
Executive Management
Andrew Thomis
Managing Director of MASS
Andrew graduated from Imperial College, London in 
1987 with an M.Eng in Electronic Engineering and 
Management Science. He spent nine years in the 
Ministry of Defence as a fast stream civil servant, 
carrying out roles including technology research, 
scientiﬁc policy advice and a spell as a private 
secretary to the defence procurement minister. 
He left in 1996 and, following a period with 
Capita plc’s management consultancy arm, 
he joined Alvis plc in a role covering strategy, 
M&A and business development. Andrew left Alvis 
in 2005, following the takeover by BAE Systems 
and worked with Nick Prest and Stanley Carter 
on the creation and ﬂotation of Cohort plc. He was 
appointed Corporate Development Director 
of Cohort plc in March 2006 and, additionally, 
Business Development Director of SCS in May 2006. 
Andrew took over as Managing Director of MASS 
in May 2007.
Rick Bounsall
Managing Director of SCS
Commissioned from Sandhurst and an Engineering 
graduate, Brigadier Rick Bounsall enjoyed a successful 
career in the British Army. He commanded up to 
Regimental level, deployed on several operations, 
served on exchange in the United States Army for two 
years and was an instructor at the Army Command 
and Staff College. For his service in Northern Ireland 
he was awarded the Queen’s Commendation for 
Valuable Service. In the second half of his career 
he specialised in Defence Acquisition holding key 
appointments as Director Equipment Capability in MOD 
Head Ofﬁce and as an IPT Leader in the Defence 
Equipment and Support organisation in charge 
of some of the MOD’s biggest programmes. 
For three years he was the Chairman of 
the NATO Battlefield Information Collection 
and Exploitation System (BICES) Agency Board 
of Directors. Rick left the Army early in order 
to take up the appointment of Managing Director 
of SCS in May 2007.
Group advisers
Registered Company number
of Cohort plc
05684823
Nominated adviser and broker
Investec
2 Gresham Street 
London EC2V 7QP
Auditor
Baker Tilly UK Audit LLP
Chartered Accountants
12 Gleneagles Court 
Brighton Road 
Crawley 
West Sussex RH10 6AD
Legal advisers
Olswang
90 High Holborn 
London WC1V 6XX
Registrars
Capita Registrars
Northern House 
Woodsome Park 
Fenay Bridge 
Huddersﬁeld HD8 0LA
Public and investor relations
Hogarth Partnership Ltd
No.1 London Bridge 
London SE1 9BG
Bankers
RBS Natwest
Abbey Gardens 
4 Abbey Street 
Reading RG1 3BA
09
12_COH_ar07_front.indd   9 23/07/2007   10:32:30 Cohort plc
Annual Report and Accounts 2007 10
The Directors submit their report and the audited ﬁnancial statements of Cohort plc for the year ended 30 April 2007.
Principal activities
The principal activity of the Company is that of a holding company. The principal activities of the Group are as follows: 
  Through SCS: provider of independent technical consultancy support and services, primarily, although not exclusively to the defence sector; and
  Through MASS: provider of niche secure communications hardware and software, electronic warfare software and support services 
and management of secure IT facilities and services, again primarily, although not exclusively to the defence sector.
Share capital of the Company and transactions with shareholders
The Company issued 7,337,778 ordinary shares on 1 August 2006 at £1.35 per share as part of the consideration for the acquisition of MASS. 
Of the shares issued, 6,597,037 were issued for cash and 740,741 shares were issued to the vendors of MASS.
On 25 January 2007, Nick Prest paid £750,000 to the Company in ﬁnal settlement of shares originally issued to him on 15 February 2006. This payment 
was made in accordance with the agreement made at the time of that share issue.
During the year, the Company issued 17,886 shares in order to satisfy various employee share option plans that were exercised.
Business review of the year ended 30 April 2007
On 1 August 2006, the Group completed the acquisition of MASS by acquiring 100% of MASS’s issued share capital. The Group has accounted for MASS 
as a 100% subsidiary from that date. Further details of the acquisition, including consideration are included in note 25 on page 33.
The Group’s performance was in line with expectations. The Group’s performance and future developments, including acquisition strategy 
are further explained in the Chairman’s statement (pages 2 and 3) and the Chief Executive’s review (pages 4 and 5).
Further details of the Group’s ﬁnancial performance and risks, including operational risks, are included in the Finance Director’s review 
(pages 6 and 7).
The retained proﬁt of the Group after dividends charged and paid of £236,000 (2006: £159,000) was £1,770,000 (2006: £760,000). The retained 
proﬁt of the Company after dividends charged and paid of £236,000 (2006: £nil) was £733,000 (2006: loss of £5,000).
The trading performance of the Group represents the trading result of the Group’s 100% subsidiary SCS for the whole year, and its 100% 
subsidiary, MASS from 1 August 2006 less the corporate costs of the Company.
The operating result includes the Group’s share of the losses of its joint venture undertakings, 50% of Advanced Geospatial Solutions Ltd (AGS), 
(formerly SCS Mothership Ltd) for the year and 25% of Digital Millennium Map LLP (DMM) for the six months from 1 May 2006 to 31 October 2006.
On 26 November 2006, the Group, via its 100% subsidiary SCS, completed its committed investment in DMM. The additional investment of £220,000, 
bringing the total investment in DMM to £400,000 was paid as follows:
i.  £22,865 of cash
ii.  £197,135 through the transfer of the ﬁnance lease asset in respect of the camera operated by DMM.
From 1 November 2006, the Group has accounted for DMM as an investment. The Group no longer has an active participation in this partnership.
Other relationships with related parties exist and are explained in detail in note 26. The actual and committed investment in these related 
parties is fully provided for at 30 April 2007. During the year , Stanley Carter disposed of his equity interest in the Centre for Defence and 
International Security Studies. 
Going concern
On the basis of current ﬁnancial projections and facilities available to the Group, the Directors consider that the Group has adequate resources 
to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in 
preparing the ﬁnancial statements.
Directors’ report
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Annual Report and Accounts 2007 11
International Financial Reporting Standards (IFRS)
The Group is undertaking an assessment of the impact of switching from United Kingdom Generally Accepted Accounting Practise (UK GAAP) to IFRS. 
The ﬁnal conclusions will be reported in the near future.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the ﬁnancial statements in accordance with applicable law and UK GAAP .
Company law requires the Directors to prepare ﬁnancial statements for each ﬁnancial year which give a true and fair view, in accordance with 
UK GAAP , of the state of affairs of the Group and the parent company and of the proﬁt or loss of the Group for that period. In preparing those 
ﬁnancial statements, the Directors are required to:
  select suitable accounting policies and then apply them consistently;
  make judgements and estimates that are reasonable and prudent;
  state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained 
in the ﬁnancial statements; and
  prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the ﬁnancial position of the 
Group and to enable them to ensure that the ﬁnancial statements comply with the requirements of the Companies Act 1985. They are responsible for 
safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
They are responsible for ensuring that the Annual Report includes information required by the AIM Rules of the Financial Services Authority. 
The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the Cohort plc website.
The work carried out by the auditor does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for 
any changes that may have occurred to the information contained in the ﬁnancial statements since they were initially presented on the website. 
Legislation in the United Kingdom governing the preparation and dissemination of ﬁnancial statements may differ from legislation 
in other jurisdictions.
Directors
The Directors in ofﬁce during the year under review and their interests in the equity of the Company were:
       At At 
       30 April 2007 30 April 2006 
       Number of Number of 
       10p ordinary 10p ordinary 
       shares shares
Stanley Carter      10,645,718 10,645,718
Nick Prest      1,959,580 1,959,580
Andrew Thomis (resigned 9 July 2007)      22,230 22,230
Sir Robert Walmsley      16,670 16,670
Simon Walther      10,000 —
Nick Prest’s shareholding includes 261,276 held by his wife. 
The Group maintains appropriate insurance cover in respect of legal actions against the Directors as well as against material loss or claims against 
the Group and reviews the adequacy of the cover regularly.
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Annual Report and Accounts 2007 12
Proposed dividend
The proﬁt after tax was £2,006,000 (2006: £919,000). The Directors recommend a ﬁnal dividend of 0.9 pence (2006: 0.4 pence) per 10 pence 
ordinary share.
Substantial shareholdings (excluding Directors of the Company)
The Company has been informed that on 15 June 2007 the following shareholders held substantial holdings in the issued ordinary shares of the Company:
      Number of Holding 
      ordinary shares %
AXA Framlington Investment Managers      2,653,892 9.00
Hargreave Hale, stockbrokers      2,114,445 7.17
Unicorn Asset Management      1,988,000 6.74
F&C Asset Management      1,389,673 4.71
Invesco Perpetual       1,194,000 4.05
J W Lyde      1,087,792 3.69
Schroder Investment Management       965,987 3.28
J W Lyde is a Director of SCS, a 100% subsidiary of the Company.
Payment policy
In respect of all of its suppliers, the Group’s policy is:
 to agree the terms of payment when contracting with suppliers;
 to ensure suppliers are made aware of the terms of payment; and 
 to abide by the terms of payment.
All suppliers are treated alike in terms of payment with no preference to any one supplier.
At 30 April 2007, the trade creditors of the Group represented 42 days (2006: 29 days) of purchases.
Employee involvement
The Group organises staff communications locally through its subsidiary undertakings. The media used for organised communications includes 
local intranets, in-house magazines, staff bulletins, presentations and copies of press releases. In addition, regular staff meetings are held 
and notices are published containing information about matters of interest within the Group and its subsidiaries.
Disabled people
The policy of the Group is to offer the same opportunity to disabled people as to all others in respect of recruitment and career advancement, 
provided their disability does not prevent them from carrying out their required duties. Employees who become disabled will, wherever possible, 
be retained, rehabilitated and where necessary retrained.
Donations
During the year ended 30 April 2007 the Group made charitable donations of £2,900 (2006: £1,200), mainly in respect of military and local 
charities. The Group made no political donations during the year (2006: £nil).
Auditor
The Directors, having been notiﬁed of the cessation of the partnership known as Baker Tilly, resolved that Baker Tilly UK Audit LLP be appointed 
as successor with effect from 1 April 2007, in accordance with the provisions of the Companies Act 1989, Section 26(5). Baker Tilly UK Audit LLP 
has indicated its willingness to continue in ofﬁce.
A resolution to re-appoint Baker Tilly UK Audit LLP as auditor will be proposed at the Annual General Meeting. The Directors who were in ofﬁce 
on the date of approval of these ﬁnancial statements have conﬁrmed, as far as they are aware, that there is no relevant audit information of 
which the auditors are unaware. Each of the Directors have conﬁrmed that they have taken all the steps they ought to have taken as Directors 
in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.
Approved by the Board of Directors on 9 July 2007 and signed on its behalf by:
Simon Walther
Company Secretary
Directors’ report continued
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Annual Report and Accounts 2007 13
Introduction
Cohort plc is listed on AIM. The Group is neither required to comply with the 2003 FRC Combined Code (the Code) nor issue a statement of compliance 
with it. Nevertheless, the Board fully supports the principles set out in the Code and is in the process of complying wherever possible, having regard 
to the size of the Company and the resources available to it. Details are provided below of how the Company applies the Code.
The Board
The Board of Directors comprises two Executive Directors and two independent Non-executive Directors, one of whom is the Chairman. 
The Chairman (Nick Prest) has a consultancy agreement with the Company (see Remuneration Committee report) to provide services, primarily 
in respect of strategic business development and acquisition activity. This agreement allows for a minimum of 20 days’ service in any one year.
The Board considers Sir Robert Walmsley to be the senior independent Director.
The Board usually meets each month and receives a Board pack comprising individual reports from each of the Executive Directors together 
with any other material deemed necessary for the Board to discharge its duties. It is the Board’s responsibility for formulating, reviewing 
and approving the Group’s strategy, budgets, major items of expenditure and acquisitions.
All Directors retire by rotation and are subject to election by shareholders at intervals of no more than three years.
Board Committees
The Board has established two Committees: Audit and Remuneration, each having written terms of delegated responsibilities.
Audit Committee
The Audit Committee comprises the Chairman and the Non-executive Director and is scheduled to meet at least twice a year. It is the Audit 
Committee’s role to provide formal and transparent arrangements for considering how to apply the ﬁnancial reporting and internal control requirements 
of the Code, whilst maintaining an appropriate relationship with the independent auditor of the Group. In order to comply with the requirement 
of the Code that at least one member has relevant ﬁnancial experience, the Chairman of the Board sits on the Audit Committee. 
The independent auditor liaises with the Audit Committee regarding work to be undertaken and complies with the Ethical Standards for Auditors 
issued by the Auditing Practice Board. Each year, prior to commencing its audit work, the independent auditor conﬁrms in writing the nature of 
its non-audit work on behalf of the Group and the safeguards in place to ensure its independence and objectivity.
Remuneration Committee
The Remuneration Committee comprises the Chairman and the Non-executive Director, and is scheduled to meet at least once a year. 
It is the Remuneration Committee’s role to establish a formal and transparent policy on Executive remuneration and to set remuneration packages 
for individual Directors.
Sir Robert Walmsley is Chairman of both the Audit and Remuneration Committees.
The attendance of the Directors at Board and Committee meetings for the year ended 30 April 2007 was as follows:
      Board Audit Remuneration
Nick Prest (Chairman)      9/9 4/4 2/2
Sir Robert Walmsley (Non-executive Director)      9/9 4/4 2/2
Stanley Carter (Chief Executive)      9/9 — —
Simon Walther (Finance Director and Company Secretary)      9/9 — —
Andrew Thomis (Corporate Development Director)      9/9 — —
The Board has not established a Nominations Committee. This is not considered necessary due to the small size of the Cohort Board. The role 
of the Nominations Committee is undertaken by the Remuneration Committee and the Chief Executive.
Corporate governance report
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Annual Report and Accounts 2007 14
Management of the Group and its subsidiary undertakings
The management of each subsidiary undertaking and the Group has been reviewed since the acquisition of MASS. As a result of this review, new 
Managing Directors were appointed to each of SCS and MASS as referred to in the Chairman’s statement (page 3). At the same time the management 
of the Group and subsidiary undertakings was conﬁrmed as follows:
Group management
 Cohort plc Board meeting at least eight times per year.
 Group Executive Committee meeting at least four times per year , comprising Cohort plc Executive Directors and subsidiary Managing Directors.
Subsidiary management
 Monthly Executive management meetings involving subsidiary Board and senior management.
 Quarterly subsidiary Board meetings, chaired by the Cohort Chief Executive.
Cohort Executive Directors have the right to attend all subsidiary executive management and Board meetings.
Shareholder relations
The Company meets with its institutional shareholders and analysts as appropriate and will use the Annual General Meeting to encourage 
communication with private shareholders. In addition, the Company uses the Annual Report and Accounts, interim statement and website 
(www.cohortplc.com) to provide further information to shareholders.
Internal control and risk management
The Board is responsible for the system of internal control and for reviewing its effectiveness. Such systems are designed to manage rather than 
eliminate risks and can provide only reasonable and not absolute assurance against material misstatement or loss. Each year, on behalf of the 
Board, the Audit Committee will review the effectiveness of these systems. This is achieved primarily by considering the risks potentially affecting 
the Group and from discussions with the external auditors. 
The Group does not currently have an internal audit function due to the small size of the administrative function and the high level of Director 
review and authorisation of transactions.
A comprehensive budgeting process is completed once a year, reviewed and approved by the Board. The Group’s results, as compared against 
budget, are reported to the Board on a monthly basis and discussed in detail at each meeting of the Board.
Corporate governance report continued
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Annual Report and Accounts 2007 15
Introduction
Companies quoted on AIM are not required to provide a formal remuneration report. However , in line with current best practice this report provides 
information to enable a greater level of understanding as to how Directors’ remuneration is determined.
The Remuneration Committee of the Board is responsible for considering Directors’ remuneration packages and makes its recommendations 
to the Board. The Committee comprises the two Non-executive Directors and meets at least once a year.
Remuneration policy
Remuneration packages are designed to be competitive and to reward above average performance. Executive Directors receive salary, medical 
cover, pension contribution, annual bonuses and share options.
Service contracts
The Executive Directors have service agreements with the Company which can be cancelled by either party giving six months’ notice at any time 
or twelve months’ notice in the event of a change of control arising as a result of any person or persons acquiring more than 50% of the voting rights 
at a general meeting of the Company.
Pensions
The Group makes contributions to the Company’s stakeholder pension scheme (a deﬁned contribution scheme) at a rate of 12.8% 
of the Executive Director’s contribution.
Performance incentives
The Group operates a cash bonus scheme and grants share options.
A bonus of £31,000 was payable to the Executive Directors for the year ended 30 April 2007 (2006: £nil).
Ordinary shares under option granted during the year ended 30 April 2007 and outstanding at 30 April 2007 were as follows:
  At  At   
  1 May  30 April   Exercise 
  2006 Granted 2007 Date of Date of period 
  Number Number Number grant maturity Years
Simon Walther       
Cohort plc 2006 share option scheme under the 
Enterprise Management Incentive (EMI) scheme     
Option price of £1.41 per share  — 42,554 42,554 10 July 2006 10 July 2009 7
Save as you earn (SAYE) scheme  
Option price of £1.23 per share  — 7,601 7,601 5 May 2006 1 June 2009 —
  — 50,155 50,155   
Andrew Thomis       
Cohort plc 2006 share option scheme under the EMI scheme      
Option price of £0.90 per share  38,889 — 38,889 24 February 2006 25 February 2008 1
Option price of £1.23 per share  40,650 — 40,650 8 March 2006 8 March 2009 7
SAYE scheme       
Option price of £1.23 per share  — 912 912 5 May 2006 1 June 2009 —
  79,539 912 80,451   
Remuneration Committee report
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Annual Report and Accounts 2007 16
Performance incentives continued
For the year ending 30 April 2008, the bonus payable to the Executive Directors of Cohort plc in respect of that year will be based upon 
performance compared to budget and the achievement of agreed personal objectives.
The maximum bonus payable as a percentage of salary is as follows:
      Group Personal  
      performance objectives Total 
      % % %
Stanley Carter      15 10 25
Simon Walther      15 5 20
Andrew Thomis resigned from the Board of Cohort plc on 9 July 2007 and as such his performance incentive for the year ending 30 April 2008 
is not disclosed.
No bonuses are payable or share options awardable to the Non-executive Director or Chairman.
Bonus schemes for senior management of the subsidiary companies have been established for the year ending 30 April 2008, with a similar 
framework to that of the Cohort plc Executive Directors, with varying levels of percentage of salary, none exceeding 20%.
Non-executive directors
Both Nick Prest and Sir Robert Walmsley were appointed in February 2006 for an initial three year term, which can be terminated upon three 
months’ notice being given by either party. They received an annual fee of £25,000 each. In addition, Nick Prest provides consultancy services 
to the Group in accordance with an agreement entered into on 27 February 2006. The agreement provides for a minimum of 20 days’ consultancy 
in any one year at £1,250 per day.
Directors’ remuneration
Details of Directors’ remuneration are set out below:
 Salary Bonus Emoluments Pension Total
        
 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 
 £ £ £ £ £ £ £ £ £ £
Executive Directors          
Stanley Carter 130,000 65,000 13,000 — 143,000 65,000 — — 143,000 65,000
Andrew Thomis 95,000 15,883 9,500 — 104,500 15,883 1,075 — 105,575 15,883
Simon Walther 85,000 — 8,500 — 93,500 — 1,157 — 94,657 —
Non-executive Directors          
Nick Prest 25,000 5,134 — — 25,000 5,134 — — 25,000 5,134
Sir Robert Walmsley 25,000 5,134 — — 25,000 5,134 — — 25,000 5,134
Total 360,000 91,151 31,000 — 391,000 91,151 2,232 — 393,232 91,151
Stanley Carter received £nil (2006: £25,000) whilst acting solely as a Director of the 100% subsidiary of the Company, SCS. Simon Walther 
received a salary of £3,069 during the year ended 30 April 2006, prior to his appointment as a Director of the Company on 9 May 2006. Nick Prest 
received £25,000 (2006: £4,167) as a consultant for the year ended 30 April 2007 in accordance with an agreement dated 27 February 2006 and 
a further £15,000 (2006: £nil) in acting as a consultant on behalf of SCS.
During the year ended 30 April 2007, Nick Prest received £nil (2006: £2,309) and Andrew Thomis received £nil (2006: £72,970) whilst acting 
as consultants for the Group prior to their appointments as Directors.
Remuneration Committee report continued
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Annual Report and Accounts 2007 17
We have audited the ﬁnancial statements which comprise the Group proﬁt and loss account, the Group and parent company balance sheets, 
the Group cash ﬂow statement and the related notes. 
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. 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.
Respective responsibilities of directors and auditors
The Directors’ responsibilities for preparing the Annual Report and the ﬁnancial statements in accordance with applicable law and United Kingdom 
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the ﬁnancial statements in accordance with relevant legal and regulatory requirements and International Standards 
on Auditing (UK and Ireland).
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and are properly prepared in accordance with 
the Companies Act 1985 and whether the information given in the Directors’ Report is consistent with the ﬁnancial statements. The information 
given in the Directors’ Report includes that speciﬁc information presented in the Chairman’s statement, Chief Executive’s review and Finance 
Director’s review that is cross referred from the Business Review section of the Director’s Report. We also report to you if, in our opinion, the 
Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if 
information speciﬁed by law regarding Directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report, and consider whether it is consistent with the audited ﬁnancial statements. 
This other information comprises the Corporate statement, Highlights, Chairman’s statement, Chief Executive’s review, Finance Director’s review, 
Board of Directors, Corporate governance report, Remuneration Committee report and the Notice of the Annual General Meeting. We consider 
the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the ﬁnancial statements.
Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit 
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁnancial statements. It also includes an assessment 
of the signiﬁcant estimates and judgements made by the Directors in the preparation of the ﬁnancial statements, and of whether the accounting 
policies are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with 
sufﬁcient evidence to give reasonable assurance that the ﬁnancial statements are free from material misstatement, whether caused by fraud or 
other irregularity or error . In forming our opinion we also evaluated the overall adequacy of the presentation of information in the ﬁnancial statements.
Opinion
In our opinion:
  the ﬁnancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state 
of the Group’s and parent company’s affairs as at 30 April 2007 and of the Group’s proﬁt for the year then ended and have been properly 
prepared in accordance with the Companies Act 1985; and
  the information given in the Directors’ report is consistent with the ﬁnancial statements.
Baker Tilly UK Audit LLP
Registered Auditor
Chartered Accountants
12 Gleneagles Court
Brighton Road
Crawley
West Sussex RH10 6AD
9 July 2007 
Independent auditor’s report to the members of Cohort plc
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Annual Report and Accounts 2007 18
       2007 2006 
      Notes £’000 £’000
Continuing operations       22,281 18,008
Acquired operations       12,275 —
Turnover of the Group including its share of joint ventures      1 34,556 18,008
Less share of turnover of joint ventures       (137) (185)
Group turnover       34,419 17,823
Cost of sales      1 (26,027) (13,405)
Gross proﬁt      1 8,392 4,418
Administrative expenses      2 (5,996) (2,621)
Group operating proﬁt      1 2,396 1,797
Share of operating result of joint ventures      13 (242) (148)
Total operating proﬁt      3 2,154 1,649
Continuing operations       1,361 1,649
Acquired operations       1,308 —
Goodwill amortisation       (515) —
Exceptional items:      4  
Write back of provision against joint venture investments and commitments     113 102
Provision against related party undertakings        — (339)
Proﬁt/(loss) on sale of tangible ﬁxed assets       1 (82)
       114 (319)
Proﬁt on ordinary activities before interest       2,268 1,330
Interest receivable      5 214 105
Interest payable and similar charges      6 (22) (76)
       192 29
Proﬁt on ordinary activities before taxation       2,460 1,359
Tax on proﬁt on ordinary activities      8 (454) (440)
Proﬁt on ordinary activities after taxation       2,006 919
Basic earnings per share      10 7.26p 5.47p
Diluted earnings per share      10 7.22p 5.45p
The 2007 proﬁt on ordinary activities before taxation arises from the continuing operations of the Group and the acquired business of MASS from 
1 August 2006.
The 2006 profit on ordinary activities before taxation arises from the continuing operations of the Group, which merged with  
SCS on 9 February 2006.
There are no recognised gains or losses other than as stated in the proﬁt and loss account. 
Consolidated proﬁt and loss account
For the year ended 30 April 2007
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Annual Report and Accounts 2007 19
 Group Company
      
     2007 2006 2007 2006 
    Notes £’000 £’000 £’000 £’000
Fixed assets        
Purchased goodwill    11 13,207 — — —
Tangible ﬁxed assets    12 282 99 — —
Investments:    13    
Share of gross assets of joint ventures     17 101 — —
Share of gross liabilities of joint ventures     (250) (192) — —
Net investment in joint ventures     (233) (91) — —
Subsidiaries     — — 16,064 1,584
     (233) (91) 16,064 1,584
     13,256 8 16,064 1,584
Current assets        
Stock    14 409 — — —
Debtors    15 8,035 6,375 1,299 1,821
Cash at bank     5,015 5,591 1,100 4,296
     13,459 11,966 2,399 6,117
Creditors: amounts falling due within one year    16 (5,839) (2,830) (123) (155)
Net current assets     7,620 9,136 2,276 5,962
Total assets less current liabilities     20,876 9,144 18,340 7,546
Provisions for liabilities and charges    18 (560) (220) (500) —
Net assets     20,316 8,924 17,840 7,546
Capital and reserves        
Called up share capital    19 2,947 2,212 2,947 2,212
Share premium account    20 14,155 5,339 14,155 5,339
Share option reserve    20 71 — 10 —
Proﬁt and loss account    20 3,143 1,373 728 (5)
Equity shareholders’ funds    21 20,316 8,924 17,840 7,546
The ﬁnancial statements on pages 18 to 34 were approved by the Board of Directors and authorised for issue on 9 July 2007 and are signed 
on its behalf by:
Stanley Carter  Simon Walther
Chief Executive  Finance Director
Balance sheets
As at 30 April 2007
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Annual Report and Accounts 2007 20
 2007 2006
      
    Notes £’000  £’000  £’000  £’000 
Net cash inﬂow from operating activities    24  2,942  893
Returns on investment and servicing of ﬁnance        
Interest received     215  75 
Interest element of ﬁnance lease asset     10  21 
Interest paid     (8)  (68) 
      217  28
Taxation paid      (787)  (603)
Capital expenditure and ﬁnancial investment        
Purchase of tangible ﬁxed assets     (87)  (66) 
Sale of tangible ﬁxed assets     —  868 
Investment in related party undertakings     —  (339) 
      (87)  463
Acquisitions        
MASS Consultants Limited    25 (11,935)  — 
Investment in joint ventures and investments     (220)  (50) 
      (12,155)  (50)
Equity dividend paid      (236)  (159)
Cash (outﬂow)/inﬂow before management of liquid resources and ﬁnancing    (10,106)  572
Net management of liquid resources      278  (5,278)
Financing        
Issue of ordinary shares (net of costs)     9,279  5,323 
Finance lease asset     251  85 
Repayment of secured loan     —  (514) 
Repayment of Directors’ loans     —  (446) 
      9,530  4,448
Decrease in net cash      (298)  (258)
Net movement in liquid resources     (278)  5,278 
Finance lease asset     (251)  251 
Secured loan     —  514 
Directors’ loans     —  446 
      (529)  6,489
(Decrease)/increase in net funds      (827)  6,231
Opening net funds/(debt)      5,842  (389)
Closing net funds      5,015  5,842
Consolidated cash ﬂow statement
For the year ended 30 April 2007
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Annual Report and Accounts 2007 21
      At 1 May Cash At 30 April 
      2006 ﬂow 2007 
Funds reconciliation      £’000 £’000 £’000
Cash and bank      313 (298) 15
Short-term deposits      5,278 (278) 5,000
      5,591 (576) 5,015
Finance lease      251 (251) —
      5,842 (827) 5,015
The short-term deposits held by the Group are all less than one month in duration.
Consolidated cash ﬂow statement continued
For the year ended 30 April 2007
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Annual Report and Accounts 2007 22
Basis of accounting
The ﬁnancial statements have been prepared under the historical cost convention and in accordance with applicable UK accounting standards. 
Accounting period
The Company has drawn up its accounts for the year ended 30 April 2007. The comparative period is from incorporation on 23 January 2006 
to 30 April 2006. The Group has likewise drawn up its accounts for the year ended 30 April 2007 with the comparatives, following adoption 
of merger accounting, drawn up for the year ended 30 April 2006.
Consolidation
The consolidated ﬁnancial statements incorporate those of Cohort plc and all of its subsidiary undertakings for the year. Subsidiaries acquired 
during the year are consolidated from the date of acquisition, using the acquisition method. Accordingly, the results of MASS are consolidated 
from 1 August 2006.
The joint ventures of the Group have been accounted for using the gross equity method.
Advanced Geospatial Solutions Ltd (AGS) has been accounted for as a joint venture for the entire year.
Digital Millennium Map LLP (DMM) has been accounted for as a joint venture for the period from 1 May 2006 to 31 October 2006. 
From 1 November 2006, DMM has been accounted for as an investment by the Group, the Group no longer having an active participation 
in the undertaking. 
The Company adopted merger accounting and presented Group results for the year ended 30 April 2006.
The Company has not presented its own proﬁt and loss account, as permitted by Section 230(4) of the Companies Act 1985.
Turnover
Turnover represents amounts receivable for the provision of services, excluding Value Added Tax. In accordance with Urgent Issues Task Force 40 
(Revenue recognition and service contracts), the Group recognises contract revenue as the activity progresses to reﬂect the partial performance 
of contractual obligations. In the case of long term contracts, turnover is recognised appropriate to the stage of completion when the outcome 
of the contract can be assessed with reasonable certainty.
Research and development
Development expenditure is carried forward when its future recoverability can be foreseen with reasonable assurance and is amortised in line 
with sales from the related product. All research and other development costs are written off as incurred.
Operating lease agreements
Rentals applicable to operating leases where substantially all of the beneﬁts and risks of ownership remain with the lessor are charged against 
proﬁts on a straight line basis over the period of the lease.
Pension contributions
Payments are made to the Company’s stakeholder pension schemes, both deﬁned contribution schemes. Amounts are charged to the proﬁt 
and loss account as incurred.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions 
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. 
Timing differences are differences between the Group’s taxable proﬁts and its results as stated in the ﬁnancial statements that arise from the 
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the ﬁnancial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, 
based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a 
non-discounted basis.
Accounting policies
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Annual Report and Accounts 2007 23
Share-based payments
The Group has applied the requirements of FRS 20, Share-based payments. In accordance with the transitional provisions, FRS 20 has been 
applied to all grants of equity instruments after 7 November 2002 that were unvested as of 1 May 2006.
The Group issues equity-settled and cash-settled share-based payments to certain employees. Equity-settled share-based payments are measured 
at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expended on a straight-line 
basis over the vesting period based on the Group’s estimate of shares that will eventually vest.
Fair value is measured by use of the Quoted Companies Alliance binomial model. The expected life used in the models has been adjusted, based 
on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
A liability equal to the portion of the goods and services received is recognised at the current fair value determined at each balance sheet date 
for cash-settled share-based payments.
The application of FRS 20 represents a change of accounting policy. Included in the current year charge is £5,000 which relates to prior periods. 
No prior year adjustment has been made and comparative information has not been restated in respect of that amount. 
Purchased goodwill
Goodwill representing the excess of the purchase price compared with the fair value of net assets acquired is capitalised and written off evenly 
over 20 years, as in the opinion of the Directors, this represents the period over which the goodwill is effective.
Tangible ﬁxed assets
Depreciation is provided on cost in annual instalments over the estimated useful life of assets which are reviewed annually. The rate of depreciation 
for equipment, ﬁxtures and ﬁttings is 20% to 50% per annum of cost on a straight line basis. 
Stock and work in progress
Stock and work in progress are valued at the lower of cost and net realisable value. Cost of ﬁnished goods and work in progress includes overheads 
appropriate to the stage of manufacture. Net realisable value is based upon estimated selling price less further cost expected to be incurred 
to completion and disposal. Provision is made for obsolete and slow-moving items.
Long term contracts are assessed on a contract by contract basis and reﬂected in the proﬁt and loss account by recording turnover and related 
costs as contract activity progresses. Turnover is ascertained in a manner appropriate to the stage of completion of the contract, and credit taken 
for proﬁt earned to date when the outcome of the contract can be assessed with reasonable certainty. The amount by which turnover exceeds 
payments on account is classiﬁed as “amounts recoverable on contracts” and included in debtors; to the extent that payments on account exceed 
relevant turnover, the excess is included as a creditor. The amount of long term contracts, at cost net of amounts transferred to cost of sales, 
less provision for foreseeable losses and payments on account not matched with turnover, is included within stock.
Finance lease
The Group had a ﬁnance lease asset receivable from its 25% joint venture undertaking, DMM. In this instance, where the Group acted as a lessor 
and substantially all the risks and rewards of ownership of the related assets were transferred to the lessee, the net present value of the future 
lease payments were recognised as a debtor and the interest value was recognised over the period in which it was earned on an actuarial basis. 
The lease was settled in full during the year ended 30 April 2007 as part of the Group’s completion of its investment commitment to DMM.
Warranty provisions
Provision is made for liabilities arising in respect of expected warranty claims.
Financial instruments
Income and expenditure arising on ﬁnancial instruments are recognised on an accruals basis and credited or charged to the proﬁt and loss account 
in the ﬁnancial period to which they relate. 
The Group currently has only cash and cash equivalent ﬁnancial instruments with a maturity of less than one month. These are disclosed as cash 
at bank in the balance sheet.
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Annual Report and Accounts 2007 24
1 Segmental reporting
The Group’s turnover was derived from its activities undertaken wholly within the UK. 
 Net assets/(liabilities) Turnover Proﬁt/(loss) before tax
      
   2007 2006 2007 2006 2007 2006 
   £’000 £’000 £’000 £’000 £’000 £’000
By business        
SCS   3,172 3,042 22,144 17,823 2,208 1,907
MASS (acquired 1 August 2006)   (447) — 12,275 — 1,308 —
   2,725 3,042 34,419 17,823 3,516 1,907
Joint ventures   (233) (91) 137 185 (242) (148)
Unallocated   17,824 5,973 — — (814) (400)
   20,316 8,924 34,556 18,008 2,460 1,359
All of the above is in respect of continuing operations. The unallocated loss includes the administrative expenses of the Company (Cohort plc), 
goodwill amortisation and exceptional items. Unallocated net assets includes the assets of the Company, purchased goodwill, net funds and tax.
Group turnover is further analysed by geographical destination as follows:
       2007 2006 
       £’000 £’000
UK       33,872 17,074
Other EC countries       527 602
USA       20 147
       34,419 17,823
 2007  2006
      Goodwill 
      amortisation 
      and 
      share-based 
    Continuing Acquired payments Total Continuing 
    £’000 £’000 £’000 £’000 £’000
Group turnover    22,144 12,275 — 34,419 17,823
Cost of sales    (16,672) (9,355) — (26,027) (13,405)
Gross proﬁt    5,472 2,920 — 8,392 4,418
Administrative expenses    (3,806) (1,604) (586) (5,996) (2,621)
Group operating proﬁt    1,666 1,316 (586) 2,396 1,797
The acquired operations are in respect of MASS. Within the continuing operations, SCS operating proﬁt for the year ended 30 April 2007 
was £2,261,000 (2006: £1,907,000) and the operating loss of Cohort plc was £595,000 (2006: £110,000).
2 Administrative expenses
       2007 2006 
      Note £’000 £’000
Administrative expenses       5,410 2,621
Goodwill amortisation      11 515 —
Share-based payments       19 71 —
       5,996 2,621
The Group has presented a normalised earnings per share (see note 10) which excludes goodwill amortisation and share-based payments.
Notes to the ﬁnancial statements
For the year ended 30 April 2007
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Annual Report and Accounts 2007 25
3 Total operating proﬁt
       2007 2006 
       £’000 £’000
Total operating proﬁt is stated after charging:        
Depreciation of tangible assets        
 Owned assets       187 54
Rentals under operating leases        
 Land and buildings       147 7
 Other       3 —
Amounts payable to Baker Tilly UK Audit LLP in respect of audit and non-audit services
 – statutory audit of Cohort plc       11 7
 – audit of subsidiaries       33 15
 – tax compliance       11 4
 – accounting advice       — 36
 – Acquisition of MASS Consultants Limited (debited to purchased goodwill)     33 —
 – AIM listing (debited to the share premium account)       — 121
The 2006 audit fee included £8,000 paid to the Group’s previous auditor. Of the Group’s total fees of £88,000 (2006: £183,000) payable to the 
auditors, Baker Tilly UK Audit LLP , £44,000 (50%) (2006: £22,000; 12%) was in respect of the Group audit.
4 Exceptional items
       2007 2006 
       £’000 £’000
Write back of provision against joint venture investments and commitments     113 116
Provision against joint ventures and commitments       — (14)
       113 102
Provision against related party undertakings       — (339)
Proﬁt/(loss) on the sale of ﬁxed assets       1 (82)
       114 (319)
The Group tax charge includes £nil (2006: £102,000 credit) in respect of exceptional items. The proﬁt on sale of ﬁxed assets in the year ended 
30 April 2007 is the Group’s share of a proﬁt recognised in its 50% joint venture, AGS.
5 Interest receivable
       2007 2006 
       £’000 £’000
Finance lease interest receivable       10 21
Other interest receivable       204 84
       214 105
The ﬁnance lease interest receivable is in respect of the camera leased to the DMM LLP . 
6 Interest payable and similar charges
       2007 2006 
       £’000 £’000
Bank overdraft, loan interest and similar charges       8 28
Other loan interest       — 35
Share of joint venture undertakings       14 13
       22 76
Other loan interest payable includes interest in respect of Directors’ loans of £nil (2006: £28,000). 
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Annual Report and Accounts 2007 26
Notes to the ﬁnancial statements continued
For the year ended 30 April 2007
7 Employees
Staff costs during the period (including Directors) 
       2007 2006 
       £’000 £’000
Wages and salaries       12,882 6,295
Social security costs       1,441 705
Pension costs       329 144
Share-based payments       71 —
       14,723 7,144
Average number of employees
       2007 2006 
       Number Number
Operational        243 120
Administration and operational support       49 23
       292 143
The above disclosures include Directors. Directors’ emoluments are disclosed separately in the Remuneration Committee Report on pages 15 and 16.
8 Tax on proﬁt of ordinary activities
       2007 2006 
Group       £’000 £’000
Corporation tax:        
 Prior year       33 —
 Current year       449 406
Deferred taxation       (28) 34
       454 440
The Group’s share of joint venture tax was £nil (2006: £nil).
The current year corporation tax assessed for the period is reconciled to the standard rate of corporation tax as follows:
       2007 2006 
Group       £’000 £’000
Proﬁt on ordinary activities before taxation       2,460 1,359
Proﬁt on ordinary activities multiplied by standard rate of tax for the period of 30%     738 408
Effect of expenses not allowable for tax purposes       9 1
Effect of depreciation in excess of capital allowances        60 3
Effect of research and development credits       (437) —
Effect of capital loss not recognised       — 25
Effect of goodwill amortisation       155 —
Effect of share-based payments       21 —
Effect of other short-term timing differences       (112) 12
Effect of disallowable share of joint venture undertakings       43 —
Effect of allowable losses for joint ventures        (28) (43)
Current year corporation tax       449 406
9 Dividends
       2007 2006 
       £’000 £’000
Dividend charged and paid       236 159
The dividend charged and paid is in respect of the ﬁnal dividend for the year ended 30 April 2006; 0.4 pence per share (£118,000) and the interim 
dividend for the year ended 30 April 2007; 0.4 pence per share (£118,000). The Board proposes a ﬁnal dividend of 0.9 pence per share for the 
year ended 30 April 2007, payable 5 September 2007 to shareholders on the register as at 10 August 2007.
In accordance with FRS 21, Events after the balance sheet date, the proposed dividend was not accounted for in the year ended 30 April 2007.
The dividends paid in 2006 were by SCS, 100% subsidiary of the Company, to the previous owners of SCS, prior to the merger of the Company 
with SCS.
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Annual Report and Accounts 2007 27
10 Earnings per share
The earnings per share are calculated as follows:
 2007 2006
     
   Weighted   Weighted 
   average  Earnings average  Earnings 
   number Earnings per share number Earnings per share 
   of shares £’000 Pence of shares £’000 Pence
Basic earnings   27,633,096 2,006 7.26 16,791,727 919 5.47
Exceptional items   — (114)  — 319 
Tax on exceptional items   — —  — (102) 
Basic earnings before exceptional items   27,633,096 1,892 6.85 16,791,727 1,136 6.77
Reverse exceptional items (net of tax)   — 114  — (217) 
Basic earnings   27,633,096 2,006 7.26 16,791,727 919 5.47
Share options   168,184 —  65,311 — 
Diluted earnings   27,801,280 2,006 7.22 16,857,038 919 5.45
In addition, the normalised earnings per share of the Group are calculated as follows:
 2007 2006
        
   Weighted   Weighted 
   average  Earnings average  Earnings 
   number Earnings per share number Earnings per share 
  Note of shares £’000 Pence of shares £’000 Pence
Basic earnings before exceptional items   27,633,096 1,892 7.22 16,791,727 1,136 6.77
Goodwill amortisation  2 — 515 — — — —
Share-based payments  2 — 71 — — — —
Normalised earnings   27,633,096 2,478 8.97 16,791,727 1,136 6.77
Share options   168,184 — — 65,311 — —
Diluted normalised earnings   27,801,280 2,478 8.91 16,857,038 1,136 6.74
11 Purchased goodwill
        Purchased 
        goodwill 
Group        £’000
Cost:        
At 1 May 2007        —
Addition        13,722
At 30 April 2007        13,722
Amounts written off:        
At 1 May 2007        —
Amortisation charged in the year        515
At 30 April 2007        515
Net book value:        
30 April 2007        13,207
30 April 2006        —
Purchased goodwill is all in respect of the acquisition of MASS (see note 25).
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Annual Report and Accounts 2007 28
Notes to the ﬁnancial statements continued
For the year ended 30 April 2007
12 Tangible ﬁxed assets
        Equipment, 
        ﬁxtures and 
        ﬁttings 
Group        £’000
Cost         
At 1 May 2006        298
Acquired        283
Additions        87
At 30 April 2007        668
Depreciation        
At 1 May 2006        199
Charge in the year        187
At 30 April 2007        386
Net book value        
At 30 April 2007        282
At 30 April 2006        99
There are no ﬁxed assets held under ﬁnance lease agreements. The Company’s ﬁxed assets were £nil at 30 April 2007 (£nil at 30 April 2006).
The acquired assets were those of MASS. These were acquired on 1 August 2006, the historic cost was £1,083,000 and the cumulative depreciation 
was £718,000. The acquired ﬁxed assets were further written down by £82,000 as part of the fair value exercise to align with the Group’s 
accounting policies.
13 Investments
 Group Company
      
     2007 2006 2007 2006 
     £’000 £’000 £’000 £’000
Subsidiary undertaking     — — 16,064 1,584
Joint ventures     (233) (91) — —
     (233) (91) 16,064 1,584
The Group has provided £nil (2006: £220,000) against its investment in DMM (see note 18). During the year, a further £220,000 (2006: £50,000) 
was invested in DMM by the Company’s 100% subsidiary, SCS. Of this further investment, £197,135 was by the transfer of the ﬁnance lease asset 
held at 30 April 2006 in respect of a camera operated by DMM.
Analysis of joint ventures
      AGS DMM Total 
30 April 2007      £’000 £’000 £’000
Share of gross assets      17 — 17
Share of gross liabilities      (250) — (250)
      (233) — (233)
On 1 November 2006, the Group ceased to have an active participation in DMM, such that it no longer jointly controlled the joint venture. 
From this date the Group ceased to account for DMM as a joint venture and accounted for it as an investment. 
      AGS DMM Total 
30 April 2006      £’000 £’000 £’000
Share of gross assets      15 86 101
Share of gross liabilities      (76) (116) (192)
      (61) (30) (91)
AGS was formerly known as SCS Mothership Ltd.
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Annual Report and Accounts 2007 29
13 Investments continued
Analysis of movement in investments
     Total joint    
   AGS DMM ventures Investments Total Company 
Group   £’000 £’000 £’000 £’000 £’000 £’000
At 1 May 2006   (61) (30) (91) — (91) 1,584
Additions   — — — — — 14,480
Reclassiﬁcations   — 113 113 (113) — —
Proﬁt and loss account: share of operating result of joint ventures  (161) (81) (242) — (242) —
 share of interest of joint ventures   (12) (2) (14) — (14) —
 exceptional items   1 — 1 113 114 —
At 30 April 2007   (233) — (233) — (233) 16,064
      Proportion of  
      shareholding  
    Country of Type of and voting  
    registration shares rights held Nature of business
Name of Company directly owned
Systems Consultants Services Ltd (SCS)    England Ordinary 100% Technical consultancy
MASS Ltd    England Ordinary 100% Holding  
       company of MASS  
       Consultants Limited
Held by subsidiary       
MASS Consultants Ltd (MASS)    England Ordinary 100% Electronic warfare, 
       managed services, 
        secure communications  
       and IT support services
Advanced Geospatial Solutions Ltd (AGS) (formerly SCS Mothership Ltd)   England Ordinary 50% 3D mapping technology
Digital Millennium Map LLP (DMM)    England Ordinary 25% 2D digital mapping 
14 Stock
       2007 2006 
       £’000 £’000
Work in progress       409 —
       409 —
The work in progress balance includes £355,370 in respect of long-term contracts.
15 Debtors
 Group Company
      
     2007 2006 2007 2006 
     £’000 £’000 £’000 £’000
Amounts due from subsidiary undertaking     — — 1,266 1,009
Amounts owed by joint ventures     420 165 — —
Trade debtors     6,668 4,591 — —
Prepayments and accrued income     536 506 33 16
Other debtors     340 819 — 796
Finance lease (see note 17)     — 110 — —
Debtors due less than one year     7,964 6,191 1,299 1,821
Finance lease (see note 17)     — 141 — —
Deferred taxation asset     71 43 — —
Debtors due greater than one year     71 184 — —
     8,035 6,375 1,299 1,821
The other debtors includes £nil (2006: £750,000) receivable from Nick Prest. Other debtors also include £455,109 (2006: £460,300) due from 
other related parties (see note 26) which are shown as a net £nil, after provisions of £455,109 (2006: £460,300).
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Annual Report and Accounts 2007 30
Notes to the ﬁnancial statements continued
For the year ended 30 April 2007
15 Debtors continued
During the year ended 30 April 2007, the Group received rental income on its ﬁnance lease with DMM of £53,983 (2006: £85,234).
 Group Company
      
     2007 2006 2007 2006 
     £’000 £’000 £’000 £’000
Deferred taxation asset        
At 1 May     43 77 — —
Proﬁt and loss account credit/(debit)     28 (34) — —
At 30 April      71 43 — —
The deferred tax asset comprises the following amounts:
 Group Company
      
     2007 2006 2007 2006 
     £’000 £’000 £’000 £’000
Accelerated capital allowances     — (1) — —
Capital allowances carried forward     71 — — —
Other timing differences     — 44 — —
     71 43 — —
16 Creditors: amounts falling due within one year
 Group Company
      
     2007 2006 2007 2006 
     £’000 £’000 £’000 £’000
Advance receipts     162 140 — —
Trade creditors     3,026 908 21 138
Other creditors     — 19 — 17
Social security and other taxes     496 932 — —
Corporation tax     126 406 — —
Accruals     2,029 425 102 —
     5,839 2,830 123 155
17 Financial instruments
The Group’s ﬁnancial instruments comprise cash. During the year ended 30 April 2007 the ﬁnance lease asset previously held with the 25% 
owned investment of the Group, DMM was settled in full as part of the Group’s remaining commitment to its investment in DMM. The purpose 
of these ﬁnancial instruments is to ﬁnance the Group’s operations. All are considered to be stated at fair value.
It is, and has been throughout the period under review, the Group’s policy that no trading in ﬁnancial instruments shall be undertaken. 
The main risk arising from the Group’s ﬁnancial instruments is interest rate risk. 
The Group had short-term deposit at 30 April 2007 totalling £5.0m with a maturity date of 8 May 2007 at an interest rate of 5.10%.
18 Provisions for liabilities and charges
 Group Company
       
 Deferred consideration  Commitment   Deferred consideration  
 in respect of  to invest    in respect of 
 acquisition of MASS  in DMM Warranty Total acquisition of MASS 
 £’000 £’000 £’000 £’000 £’000
At 1 May 2006 — 220 — 220 —
Additions 500 — — 500 500
Acquired — — 60 60 —
Utilised — (220) — (220) —
 500 — 60 560 500
The acquired provisions include £20,000 in respect of fair value adjustments on the acquisition of MASS (see note 25). The warranty provisions are 
in respect of contracted obligations of MASS. The deferred consideration provision is explained further in the Finance Director’s review on page 6.
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Annual Report and Accounts 2007 31
19 Called up share capital
       30 April 30 April 
       2007 2006 
       Number Number
Authorised share capital of 10p ordinary shares       40,000,000 40,000,000
Allotted, called up and fully paid 10p ordinary shares       29,477,161 22,121,497
On 1 August 2006 the Company issued 7,337,778 10 pence ordinary shares in respect of the acquisition of MASS at £1.35 per share. 
6,597,037 shares were issued for cash of £8,906,000 and 740,741 shares were issued to the vendors of MASS.
The following share options were unexercised at 30 April 2007:
    Options over   
    10p ordinary Option  
   Date of  shares price  
Description of option   Grant Number £ Exercise period
Cohort plc 2006 Share option scheme  24 February 2006 38,889 0.90 25 February 2008 to 25 February 2009
   8 March 2006 339,428 1.23 9 March 2009 to 8 March 2016
   10 July 2006 63,831 1.41 10 July 2009 to 9 July 2016
   25 January 2007 38,674 1.81 25 January 2010 to 24 January 2017
  19 February 2007 229,853 1.77 20 February 2010 to 19 February 2017
    710,675
Save as you earn (SAYE) scheme  5 May 2006 224,145 1.23
   26 January 2007 211,235 1.45
    435,380
    1,146,055
Share-based payments
The Group plan provides for a grant price equal to the average quoted market price of the Group shares on the date of grant. The vesting period 
is generally three years, ﬁve years in the case of some SAYE schemes. If options under the Cohort plc 2006 Share option scheme remain unexercised 
after a period of ten years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group 
before the options vest.
 2007
      
        Weighted 
        average 
        exercise 
        price 
       Options £
Outstanding at 1 May       394,577 1.20
Granted during the year       785,980 1.49
Forfeited during the year       (16,616) 1.23
Exercised during the year       (17,886) 1.23
Expired during the year       — —
Outstanding at 30 April       1,146,055 1.40
Exercisable at 30 April       — —
The weighted average share price at the date of exercise for share options exercised during the year was £1.64. The options outstanding 
at 30 April 2007 had a weighted average exercise price of £1.40, and a weighted average remaining contractual life of seven years.
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Annual Report and Accounts 2007 32
Notes to the ﬁnancial statements continued
For the year ended 30 April 2007
19 Called up share capital continued
Share-based payments continued
The inputs into the Quoted Companies Alliance model, a Black-Scholes based binominal model, are as follows:
        2007
Weighted average share price        £1.58
Weighted average exercise price        £1.40
Expected volatility        20%
Risk free rate        5.75%
Leavers rate        6.5% per annum
Dividend yield        0.26%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous 14 months. The leaver 
rate used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, 
and behavioural considerations.
The Group recognised within administrative expenses (note 2) a cost of £71,000 (2006: £nil) relating to equity-settled share-based payment 
transactions, an equivalent amount being transferred to the share option reserve (see note 20).
20 Reserves
     Share Share Proﬁt and  
     premium option and loss  
     account reserve account Total 
Group     £’000 £’000 £’000 £’000
At 1 May 2006     5,339 — 1,373 6,712
Proﬁt after tax     — — 2,006 2,006
Dividends paid     — — (236) (236)
Issue of new 10p ordinary shares in respect of acquisition of MASS    9,173 — — 9,173
Share-based payments     — 71 — 71
Exercise of share options     20 — — 20
Costs of share issue     (377) — — (377)
At 30 April 2007     14,155 71 3,143 17,369
     Share  Share Proﬁt and  
     premium option and loss  
     account reserve account Total 
Company     £’000 £’000 £’000 £’000
At 1 May 2006     5,339 — (5) 5,334
Proﬁt after tax     — — 969 969
Dividends paid     — — (236) (236)
Issue of new 10p ordinary shares in respect of acquisition of MASS    9,173 — — 9,173
Share-based payments     — 10 — 10
Exercise of share options     20 — — 20
Costs of share issue     (377) — — (377)
At 30 April 2007     14,155 10 728 14,893
21 Reconciliation of movement in equity shareholders’ funds
 Group Company
      
     2007 2006 2007 2006 
     £’000 £’000 £’000 £’000
At 1 May     8,924 2,197 7,546 —
Proﬁt/(loss) after tax     2,006 919 969 (5)
Dividends paid     (236) (159) (236) —
Issue of shares on merger with SCS     — — — 1,584
Issue of new 10p ordinary shares on acquisition of MASS     9,906 6,803 9,906 6,803
Costs of new share issue and placing     (377) (836) (377) (836)
Exercise of share options     22 — 22 —
Share-based payments     71 — 10 —
At 30 April 2007     20,316 8,924 17,840 7,546
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Annual Report and Accounts 2007 33
22 Pension commitments
The Group makes contributions to deﬁned contribution stakeholder pension schemes. The contributions for the year of £329,000 (2006: £144,000) 
were charged to the proﬁt and loss account.
23 Commitments
At 30 April 2007 the Group was committed to making the following payments during the next year in respect of operating leases:
       2007 2006 
       £’000 £’000
Land and buildings:        
leases which expire between two and ﬁve years       57 57
leases which expire between ﬁve and ten years       60 —
leases which expire greater than ten years       60 —
Other:        
leases which expire between one and two years       4 —
       181 57
There were no capital commitments at 30 April 2007 (2006: £nil). 
24 Cash ﬂow
Reconciliation of operating proﬁt to net cash inﬂow from operating activities
       2007 2006 
       £’000 £’000
Operating proﬁt       2,396 1,797
Depreciation       187 54
Goodwill amortisation       515 —
Share-based payment       71 —
Increase in stock       (267) —
Increase in debtors       (1,180) (1,428)
Increase in creditors       1,220 470
Net cash inﬂow from operating activities       2,942 893
25 Acquisitions
Acquisition of MASS Consultants Limited (MASS)
 Fair value adjustments
     Acquisition   Fair value 
     balance Policy  balance 
     sheet changes Other sheet 
     £’000 £’000 £’000 £’000
Tangible ﬁxed assets     365 (82) — 283
Net current assets     1,631 (10) (26) 1,595
Net current liabilities     (1,722) — (263) (1,985)
Provisions     (40) — (20) (60)
     234 (92) (309) (167)
Consideration        (13,000)
Costs of acquisition        (555)
Goodwill        (13,722)
The consideration and costs of acquisition were settled as follows:
        £’000
Shares to vendors of MASS        1,000
Cash        11,935
Deferred consideration (provision – see note 18)        500
Creditors due less than one year        120
        13,555
The cash consideration comprised £8,906,000 raised from the issue of new 10 pence ordinary shares (net of issue costs paid and charged 
to the share premium account of £377,000) and £3,029,000 from the Group’s existing cash resources at the time of acquisition.
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Annual Report and Accounts 2007 34
Notes to the ﬁnancial statements continued
For the year ended 30 April 2007
26 Related party transactions
The Group had related party transactions for the years ended 30 April as follows:
        Changes in 
        loans/current 
       Investment account/ 
     Purchases Sales in year sales ledger 
     £’000 £’000 £’000 £’000
Advanced Geospatial Solutions (AGS, formerly SCS Mothership Limited)       
2007     — — — 255
2006     — 111 — (52)
S P Residual Limited        
2007     — — — (2)
2006     (1) 48 — 171
Digital Millennium Map LLP (DMM)        
2007     — — 220 —
2006     — — 50 2
Centre for Defence and International Security Studies        
2007     — — — (3)
2006     — 7 — 87
SCS South Africa        
2007     — — — —
2006     — — — 80
The change in the loans, current accounts and sales ledgers reﬂects purchases, sales and support costs to the related party undertakings.
The movement in the DMM current account balance does not include the ﬁnance lease in respect of a camera. The amount recoverable on this lease 
at 30 April 2007 was £nil (2006: £251,118), following the transfer of the lease to DMM for £197,135 in part settlement of the remaining investment 
commitment of the Group. The balance of completing this investment commitment of £22,865 was paid in cash at the same time, 26 November 2006.
The balances with related parties were as follows:
 2007 2006
     
   Gross asset Provision Net balance Gross asset Provision Net balance 
   £’000 £’000 £’000 £’000 £’000 £’000
AGS (formerly SCS Mothership Limited)   440 (20) 420 165 — 165
S P Residual Limited   262 (262) — 264 (264) —
DMM   — — — 265 (14) 251
Centre for Defence and International Security Studies   113 (113) — 116 (116) —
SCS South Africa   80 (80) — 80 (80) —
   895 (475) 420 890 (474) 416
The balances disclosed above are the total of balances held with the related party and include current accounts and loans, but exclude investments. 
In addition to the above, a further £nil (2006: £220,000) is provided against the Group’s committed investment in DMM.
During the year ended 30 April 2007 the charge in respect of related party undertakings to the proﬁt and loss account was £nil (2006: £339,000) 
which is disclosed within the exceptional items (see note 4).
The relationships are described as follows:
AGS (formerly SCS Mothership Limited) — a 50% joint venture, the interest in which is owned by SCS.
S P Residual Limited — formerly known as Sentinel Programmes Limited. Tim Martin, a former Director of SCS, owns this undertaking 
in its entirety. SCS has provided funding to this entity in the form of a loan. Stanley Carter is a Director of this undertaking.
DMM — the interest in which is owned by SCS, formerly a 25% joint venture. From 1 November 2006 accounted for as an investment, the Group 
no longer having an active participation in this entity.
Centre for Defence and International Security Studies (CDiSS) — SCS has provided funding to this entity in the form of a loan. Stanley Carter 
(a Director of Cohort plc) was a Director of CDiSS (resigned 27 November 2006) and previously owned a one third interest in the equity of CDiSS, 
which was disposed of 12 December 2006.
SCS South Africa — a close Company where SCS has provided funding in the form of a loan to SCS South Africa. The Group has no equity interest in SCS South Africa.
The Group has a leasing agreement (dated 27 February 2006) with the Court House Partnership to lease the Court House at an annual rent of 
£57,000 for an initial period of ﬁve years, terminable by the Group with six months notice at no penalty. Stanley Carter (a Director of Cohort plc) 
is a partner in the Court House Partnership. The transactions with Directors of the Company are disclosed in the Report of the Remuneration 
Committee on pages 15 and 16.
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Annual Report and Accounts 2007 35
Notice is hereby given that the second Annual General Meeting (AGM) of Cohort plc (the Company) will be held at Phyllis Court Club, Marlow Road, 
Henley-on-Thames, Oxfordshire RG9 2HT on 30 August 2007 at 3.00pm for the following purposes:
Ordinary business
To consider and, if thought ﬁt, pass the following resolutions:
1  To receive and adopt the Directors’ Report and ﬁnancial statements for the year ended 30 April 2007.
2  To declare a ﬁnal dividend for the year ended 30 April 2007 of 0.9 pence per ordinary share of 10 pence each in the capital of the Company 
to be paid on 5 September 2007 to members whose names appear on the register of members at the close of business on 10 August 2007.
3  To re-elect Stanley Carter as a Director of the Company, who retires by rotation in accordance with the Articles of Association of the Company.
4  To re-appoint Baker Tilly UK Audit LLP as auditor of the Company to hold ofﬁce from the conclusion of the meeting until the conclusion 
of the next general meeting of the Company at which ﬁnancial statements are laid and to authorise the Directors to set their remuneration. 
To transact any other business of the Company.
Special business
To consider and, if thought ﬁt, pass the following resolutions which will be proposed as to Resolutions 5 and 6 as Ordinary Resolutions 
and as to Resolutions 7 and 8 as Special Resolutions:
5  THAT , the authorised share capital of the Company be increased from £4,000,000 divided into 40,000,000 ordinary shares of 10 pence each 
to £5,000,000 divided into 50,000,000 ordinary shares of 10 pence each.
6  THAT , subject to and in accordance with Article 16 of the Articles of Association of the Company, the Directors of the Company be and 
they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 (the Act) (in substitution 
for any existing authority to allot relevant securities (within the meaning of Section 80 of the Act)) to exercise all powers of the Company 
to allot relevant securities up to an aggregate nominal value of £1,473,858, being approximately one half of the current issued share capital 
of the Company, provided that this authority shall expire 15 months from the date of passing this Resolution or at the conclusion of the next 
AGM of the Company to be held in 2008 whichever is the earlier , except that the Company may before such expiry make an offer or agreement 
which would or might require relevant securities of the Company to be allotted after such expiry and the Directors may allot relevant 
securities in pursuance of that offer or agreement as if the authority conferred by this Resolution had not expired. 
7  THAT , subject to the passing of Resolution 6 as set out in this Notice of AGM and in accordance with Article 17 of the Articles of Association 
of the Company the Directors of the Company be and they are hereby generally empowered pursuant to Section 95 of the Act to allot equity 
securities (in substitution for any existing authority to allot equity securities (within the meaning of Section 94 of the Act)) for cash, pursuant 
to the authority conferred by Resolution 6 as set out in this Notice of AGM, as if Section 89(1) of the Act did not apply to such allotment, 
provided that this power shall be limited to the allotment of equity securities:
 7.1  for the purposes of, or in connection with an offer by way of a rights issue, open offer or other pre-emptive offer of equity securities 
in favour of ordinary shareholders where the securities respectively attributable to the interests of such shareholders are proportionate 
(as nearly as may be) to the respective numbers of ordinary shares held by such holders (but subject to such exclusions or other 
arrangements as the Directors consider appropriate, necessary or desirable to deal with fractional entitlements or any legal or practical 
difﬁculties arising under the laws of any territory or the requirements of any regulatory body or recognised investment exchange); and
 7.2  (otherwise than pursuant to sub paragraph 7.1 above) of equity securities up to an aggregate nominal value of £294,771 
(being approximately 10% of the current issued share capital of the Company); 
  and such power shall expire 15 months from the date of passing this Resolution or at the conclusion of the AGM of the Company to be held 
in 2008, whichever is earlier, save that the Company may before such expiry make an offer or agreement which would or might require 
equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement 
as if the power conferred hereby had not expired.
Notice of Annual General Meeting 
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Annual Report and Accounts 2007 36
Notice of Annual General Meeting continued
Special business continued
8  THAT , the Company be generally and unconditionally authorised pursuant to Article 9 of the Articles of Association of the Company and 
pursuant to Section 166 of the Act to make market purchases (as deﬁned in Section 163 of the Act) of ordinary shares of 10 pence each 
in the capital of the Company provided that:
 8.1  the maximum number of ordinary shares hereby authorised to be purchased is 4,421,574 (being approximately 15% of the current 
issued ordinary share capital of the Company);
 8.2  the minimum price which may be paid for such shares is 10 pence per ordinary share being the nominal value thereof;
 8.3  the maximum price (exclusive of expenses) which may be paid for such shares shall not be more than 5% above the average of 
the middle market quotations for ordinary shares of 10 pence each in the capital of the Company as derived from the AIM Appendix 
of the Daily Ofﬁcial List of London Stock Exchange plc for the ﬁve business days immediately preceding the day on which the contract 
for purchase is made; and
 8.4  the authority shall expire 15 months from the date of passing this Resolution or at the conclusion of the next AGM of the Company in 
2008 whichever is earlier provided that the Company may before such expiry make a contract to purchase its own shares which would 
or might be executed wholly or partly after such expiry and the Company may make a purchase of its own shares in pursuance of such 
contract as if the authority conferred hereby had not expired.
By order of the Board
Simon Walther
Company Secretary
9 July 2007
Notes
1  Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (who need not be a member of the Company) 
to attend and, on a poll, vote instead of the member. Completion and return of a form of proxy will not preclude a member from attending 
and voting at the meeting in person, should he subsequently decide to do so.
2  In order to be valid, any form of proxy, power of attorney or other authority under which it is signed, or a notarially certiﬁed or ofﬁce 
copy of such power or authority, must reach the Company’s Registrars, Capita Registrars, Proxies, The Registry, 34 Beckenham Road, Beckenham, 
Kent BR3 4ZB, not less than 48 hours before the time of the meeting or of any adjournment of the meeting.
3  As permitted by Regulation 41 of the Uncertiﬁcated Securities Regulations 2001, shareholders who hold shares in uncertiﬁcated form must 
be entered on the Company’s share register at 3.00pm on 28 August 2007 in order to be entitled to attend and vote at the AGM. Such shareholders 
may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded 
in determining the rights of any person to attend or vote at the meeting.
4  Copies of the service contracts of each of the Directors, and the register of Directors’ interests in shares of the Company kept pursuant to 
Section 325 of the Act will be available for inspection at the registered ofﬁce of the Company during usual business hours on any weekday 
(Saturdays and public holidays excluded) from the date of this Notice until the date of the AGM and at the place of the AGM from at least 
15 minutes prior to and until the conclusion of the AGM. 
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Shareholders’ enquiries
If you have an enquiry about the Company’s business, or about something affecting you as a shareholder (other than queries which are dealt with 
by the Registrar), you should contact the Company Secretary by letter or by telephone at the Company’s registered ofﬁce.
Share register
Capita Registrars maintain the register of members of the Company. If you have any questions about your personal holding of the Company’s 
shares, please contact:
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 
Tel: 0870 162 3100 (for calls within the UK) 
 +44 20 8639 2157 (for calls from overseas)
If you change your name or address or if details on the envelope enclosing this Report, including your post code, are incorrect or incomplete, 
please notify the Registrar in writing.
Daily share price listings
Financial Times – AIM, Aerospace and defence
Times – Professional and support services
Daily Telegraph – AIM section
Financial calendar
Annual General Meeting 30 August 2007 
Final Dividend Payable 5 September 2007 
Expected announcement of results for the year ending 30 April 2008: 
Half year announcement December 2007 
Full year preliminary announcement June 2008
Registered ofﬁce
The Court House 
Northﬁeld End 
Henley-on-Thames 
Oxfordshire RG9 2JN
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The Court House 
Northﬁeld End 
Henley-on-Thames 
Oxfordshire 
RG9 2JN
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