Cohort plc
Annual Report and Accounts 2009 Welcome to Cohort
Cohort is an AIM listed independent 
technology business operating 
in defence and related markets.
It was formed in 2006 as a holding 
company to acquire and grow businesses 
capitalising on the growing demand 
in the United Kingdom and overseas, 
for independent technical advice and 
cost effective and flexible supply of 
niche products and services.
It now has three well established, 
wholly owned subsidiaries providing 
a wide range of services and 
products covering the full 
defence procurement cycle.
IFC  Welcome to Cohort
01  Highlights
02  Chairman’s Statement
04  Chief Executive’s Report
06  Finance Director’s Review
10 Operations Review
16   Board of Directors and Executive Management
18  Directors’ Report
22  Corporate Governance Report
24  Remuneration & Appointments Committee Report
26  Independent Auditor’s Report
27  Consolidated Income Statement
28   Consolidated and Company Balance Sheets
29  Consolidated and Company Statements of Changes in Equity
30  Consolidated and Company Cash Flow Statements
31  Notes to the Financial Statements
47  Accounting Policies
IBC Advisers
   Shareholder Information and Financial Calendar Cohort’s strategic aim is to build up 
a group of complementary companies 
supplying technical advice, managed 
services, niche products and software 
to growth segments of defence and 
related markets, sharing the following 
core characteristics:
I Independent
I Technically expert
I Practically oriented
I Flexible
I Cost‑effective
I Growing
The accessible market for such services and products 
is large because of growing technical complexity, 
the outsourcing of scientific and technical expertise 
by Government to the private sector and the consolidation 
of the supply chain, particularly at prime and first 
tier level, all of which have increased the need of 
government for independent sources of advice and 
created new opportunities for niche suppliers of 
technical services and products. We aim to make 
targeted acquisitions of companies which have good 
management and technology but which can benefit 
from being part of a group with a larger balance sheet 
and a wider customer base. Our management approach 
provides a high level of operating autonomy for 
subsidiaries whilst ensuring the degree of financial 
oversight required for a quoted company and the 
exchange of information and practices which make 
the Group greater than the sum of its parts.
About us MASS Consultants Limited (MASS) is an independent systems 
house with a strong defence focus.
MASS designs, manufactures and supports electronic systems 
and software, and provides specialist services and training. 
Its core capabilities are electronic warfare operational support, 
communications and highly secure IT systems and applications. 
Its commitment to rigorous quality procedures enables delivery 
against demanding timescales, including many Urgent Operational 
Requirements (UORs).
MASS was formed in 1983 and is based in St Neots, near 
Cambridge, with an office in Lincoln. It currently has c140 
permanent employees, plus c10 deployed associates.
Systems Consultants Services Limited (SCS) is an independent 
technical advisory business operating primarily in the defence 
and security sectors.
SCS specialises in providing advisers with sound technical 
knowledge coupled with experience of its practical application 
in the particular field. Its activities are very diverse ranging 
from managing major exercises, providing technical input 
to major projects, to testing the integrity of overseas national 
lottery systems.
SCS was formed in 1992 and is based in Henley‑on‑Thames, 
Oxfordshire. It currently has c130 permanent employees, 
plus c200 deployed associates.
SEA (Group) Limited (SEA) is an independent systems 
engineering and software company operating in defence, 
space, transport and off‑shore markets.
SEA delivers systems engineering, software and electronic 
engineering services and solutions to Government and industry, 
including specialist design and manufacture. Its core capability 
is development of innovative electronic surveillance systems 
(sensors for vibration, radar, sonar, optical and laser).
SEA was formed in 1988 and is based in Beckington, near Frome, 
with offices in North Bristol (near MOD). It currently has c230 
permanent employees.
Our Market Sectors
Defence
Security 
Information systems 
Telecommunications 
Space 
Transport 
Off‑shore
Our Clients
Our clients include the MOD, other 
United Kingdom Government Departments, 
NATO and a range of industry clients including 
major international corporations. 01
Cohort plc Annual Report and Accounts 2009
Highlights
I  38% growth in revenue to £78.6m.
I	 	 Adjusted	 operating	p rofit	up	33%	to	£8.1m.
I  All operating businesses achieved record revenues 
and	profits.
I  Closing net funds of £3.7m after paying SEA 
earn out in full.
I	 	 P ro posed	final	dividen d	up	20%	at	1.2p	per	share.
Revenue
£78.6m
78.6
57.1
34.4
17.8
06 07 08 09
Adjusted opeRA ting pRofit £8.1m
8.1
6.1
2.9
1.6
06 07 08 09
oRdeR book A t 30 ApRil £47.2m 47.2
58.3
38.3
06 07 08 09
6.0 02
Cohort plc Annual Report and Accounts 2009
I am pleased to announce that Cohort plc 
had a strong year with all of our subsidiaries 
achieving record results. This was the 
Group’ s	first	year	of	full	returns	from	all	
three subsidiaries and each continued to 
grow strongly, reinforcing their presence 
in key existing markets whilst at the same 
time breaking into new areas.
Key financials
I n 	 t h e 	 y e a r 	 e n d e d 	 3 0 	 A p r i l 	 2 0 0 9 , 	 C o h o r t 	 a c h i e v e d	
r e v e n u e 	 o f 	 £ 7 8 . 6 m 	 ( 2 0 0 8 : 	 £ 5 7 . 1 m ) 	 r e p r e s e n t i n g	
a 	 3 8 % 	 i n c r e a s e 	 o n 	 2 0 0 8 . 	 T h i s 	 i n c l u d e d 	 r e v e n u e	
o f 	 £ 3 1 . 1 m 	 ( 2 0 0 8 : 	 £ 2 6 . 1 m ) 	 f r o m 	 S y s t e m s	
Consultant	Services	Limited	(SCS),	£20.6m	
(2008: 	 £18.0m) 	 from 	 MASS 	 Consultants 	 Limited	
( M A S S ) 	 a n d 	 £ 2 6 . 9 m 	 ( £ 1 3 . 0 m 	 f o r 	 t h e 	 s i x 	 m o n t h s	
e n d e d 	 3 0 	 A p r i l 	 2 0 0 8 ) 	 f r o m 	 S E A 	 G r o u p 	 L i m i t e d	
(SEA).	 These	represent	annual	growths	of	
19%,	15%	and	18%	respectively .
The	Group’ s	adjusted	operating	profit	was	
£8.1m	(2008:	£6.1m).	 This	included	operating	
profit	from	SCS	of	£3.3m	(2008:	£2.3m),	from	
MASS	of	£2.8m	(2008:	£2.3m)	and	SEA 	£3.1m	
(2008:	£2.2m	for	six	months).	Cohort	Group	
overheads	were	£1.2m	(2008:	£0.7m),	
which included some non-recurring 
personnel related costs. 
The	Group	operating	profit	of	£6.9m	
(2008:	£5.6m)	was	after	charging	as	an	
exceptional	item	£0.7m	(2008:	£Nil)	in	
respect of withdrawing from the Group’s 
joint venture in AGS.
P rofit	before	tax	was	£6.5m	(2008:	£5.6m)	
and 	 profi t 	 after 	 tax 	 was 	 £5.1m 	 (2008: 	 £4.5m).
Basic	earnings	per	share	were	12.55	pence	
(2008:	12.81	pence).	 Adjusted	earnings	per	
share	were	16.10	pence	(2008:	14.58	pence).	
The adjusted earnings per share were based 
upon	profit	after	tax,	excluding	amortisation	
of other intangible assets, exceptional items 
and share of result of joint ventures.
The net funds at year-end were £3.7m 
( 2 0 0 8 : 	 £ 2 . 1 m ) , 	 r e fl e c t i n g 	 t h e 	 g o o d 	 o p e r a t i n g	
performance net of the earn out payment 
f o r 	 t h e 	 s h a r e h o l d e r s 	 o f 	 S E A 	 o f 	 £ 4 . 7 m , 	 w h i c h	
was 	 earned 	 in 	 full 	 and 	 paid 	 in 	 July 	 2008.
Dividends
The	Board	is	recommending	a	final	
dividend	of	1.2	pence	per	ordinary	share	
(2008:	1.0	pence)	a	20%	increase,	making	
the full year dividend in respect of the year 
ended	30	 April	2009	1.75	pence	per	ordinary	
share	(2008:	1.45	pence),	a	21%	increase.	
This	will	be	payable	on	2	September	2009	to	
shareholders	on	the	register	at	7	 August	2009	
subject to approval at the Annual General 
Meeting	on	27	 August	2009.
The Board continues to maintain 
a progressive dividend policy.
Chairman’s Statement
Nick Prest CBE Chairman
“ a strong year with all of our subsidiaries 
achieving record results. … all three 
subsidiaries continued to grow strongly, 
reinforcing their presence in key existing 
markets whilst at the same time breaking 
into new areas.” 03
Cohort plc Annual Report and Accounts 2009
Board and personnel
After	successfully	taking	Cohort	to	the	 AIM	
m a r k e t 	 i n 	 2 0 0 6 	 a n d 	 t h r e e 	 y e a r s 	 e s t a b l i s h i n g	
the Group and overseeing its growth to this 
point, Stanley Carter decided to step aside 
from his role as Chief Executive. He has moved 
to the role of non-executive Co-Chairman, 
in which capacity I look forward to continuing 
to work with him in the development of the 
business. The Board is grateful to Stanley for 
his immense contribution to the success of 
Cohort to date.
Andy Thomis rejoined the Board of Cohort plc 
and succeeded Stanley as Chief Executive 
in	May	2009.	 Andy ,	along	with	Stanley	and	I,	
l e d 	 C o h o r t 	 t o 	 t h e 	 A I M 	 m a r k e t 	 b e f o r e 	 b e c o m i n g	
Managing	Director	of	MASS	in	May	2007.	
The Board looks forward to working with 
Andy in developing and expanding Cohort.
Ashley Lane, who previously led the Systems 
Development	division	of	MASS,	has	taken	
over	from	 Andy	as	Managing	Director	of	
MASS.	 Ashley	has	considerable	experience	
o f 	 M A S S ’ s 	 t e c h n i c a l 	 o f f e r i n g 	 a n d 	 b u s i n e s s 	 a n d	
is well placed to take the business forward. 
As	separately	announced,	Ian	Dale-Staples,	
having joined the Board following the 
acquisition	of	SEA 	in	2007,	resigned	from	the	
Board	for	personal	reasons	on	24	June	2009.	
On behalf of the Board I would like to thank 
him for his contribution to the Group and 
wish him well for the future.
In the course of the year Paul Phillips was 
appointed	Managing	Director	of	SEA,	having	
previously	been	responsible	for	its	Defence	
division. Paul has been with the Company 
for many years and has a background in 
technology, project management and business 
development which equips him well to lead 
the business.
I would like to thank all our employees for 
the efforts which have helped to make this 
year another successful one for the Group.
Outlook
Following a good year for order intake with 
total	orders	of	£67.5m,	the	Group	order	book	
at	1	May	2009	stood	at	£47.2m.	 This	provides	
a good platform going into the current year. 
Success in new markets, plus continuing 
strong performance in our primary markets, 
position the Group well for achievement of 
its growth objectives. We continue to look 
for acquisitions to complement the organic 
development of the business.
Overall the Board is positive about the 
outlook for the continued progress of 
the Group.
Nick Prest CBE
Chairman 04
Cohort plc Annual Report and Accounts 2009
Cohort’s trading this year has continued 
the successful trend of last year. All three 
companies have achieved record annual 
revenues	and	profits.
In	the	year	ended	30	 April	2009,	Cohort	
achieved Group revenue of £78.6m 
( 2 0 0 8 : 	 £ 5 7 . 1 m ) 	 a n d 	 a n 	 a d j u s t e d 	 o p e r a t i n g	
p r o fi t 	 o f 	 £ 8 . 1 m 	 ( 2 0 0 8 : 	 £ 6 . 1 m ) , 	 r e fl e c t i n g 	 a	
full year of trading for all three subsidiaries.
Group overview
Cohort is an independent group whose 
constituent companies provide a wide range 
of technical advice, support and managed 
services and certain niche products, 
characterised by high tech design and 
low volume manufacture. It provides 
an environment in which companies can 
develop and continue to grow whilst retaining 
a high degree of autonomy and deriving 
benefit	from	being	part	of	the	wider	Group.	
We continue to seek opportunities to acquire 
complementary businesses. These may be 
either large enough to operate as an 
additional member within the Group or 
smaller businesses that can be integrated 
with one of the existing members.
Cohort’s well established businesses have 
continued to expand successfully through 
a combination of innovation, responsiveness 
and agility. Building from their core markets 
of defence and security, Cohort companies 
now provide technology and services in such 
markets as space, transport and offshore 
t e c h n o l o g y . 	 I n 	 a n 	 u n c e r t a i n 	 fi n a n c i a l 	 c l i m a t e ,	
this diversity both across the Group and 
within the individual companies, coupled 
with the ability to keep well abreast of 
and sometimes lead technology, enables 
us to respond quickly to market needs. 
W e	are	confident	the	Group	is	well	placed	
to continue to grow both organically, as 
demonstrated this year and by acquisition.
Trading subsidiaries
MASS
MASS	Consultants	Limited	(MASS)	is	an	
independent systems house with a strong 
defence focus, including the design and 
manufacture of niche technology products.
Based	in	St	Neots	near	Cambridge	with	an	
electronic	warfare	facility	in	Lincoln,	MASS	
was	founded	in	1983.	It	is	well	known	in	
the	field	of	electronic	warfare,	secure	
communications and associated specialist 
managed services.
Ashley	Lane,	Managing	Director	of	MASS	and	
the	two	other	directors,	including	Malcolm	
Lowes,	a	founder	of	MASS,	have	remained	
in	post	since	the	acquisition	in	 August	2006.
MASS	has	had	a	strong	year ,	securing	a	niche	
position with a number of prime contracts 
in	being	a	first	choice	systems	house	for	
outsourced technologically demanding design 
and	development.	MASS	continued	to	support	
its key managed service customers in the 
United	K ingdom	MOD	and	overseas.
In	Electronic	W arfare	(EW),	MASS	continued	
to	develop	its	own	EW	database	(Thurbon)	
and secured strategically important support 
from Saab for developing Thurbon to support 
the Gripen combat aircraft EW system.
Chief Executive’s Report
Stanley Carter Co-Chairman
Andrew Thomis Chief Executive
“ the Group remains agile and responsive 
to the needs of its customers. Cohort 
continues to exploit its position in 
key niche markets where customer 
need and focus remains high.” 05
Cohort plc Annual Report and Accounts 2009
MASS	finished	the	year	by	being	selected	
as preferred bidder to provide the ICT 
implementation and managed service for 
North	Lincolnshire’ s	Building	Schools	for	
the Future programme. This programme 
should be on contract in the late summer. 
MASS	enters	an	important	year	with	
the renewal of its UKSF managed service 
provision and its part in the development 
of the United Kingdom’s new EW database 
as key objectives.
SCS
Systems	Consultants	Services	Limited	(SCS)	
is an independent technical advisory and 
managed service business operating primarily 
in the defence and security sectors. Its 
personnel have the appropriate technical 
expertise combined with practical experience 
of its application in the user domain. Over 
70%	of	its	employees	have	served	in	the	
Armed Forces.
Based in Henley-on-Thames, SCS was founded 
in	1992	and	has	consistently	grown	year	on	
year .	2008/9	was	no	exception,	with	another	
near	20%	growth	in	revenue.
Notable	contract	awards	during	the	year	
included winning the re-competition of 
the United Kingdom Land Command 
Brigade	Mission	R ehearsal	exercises,	
training	provision	to	the	R oyal	Saudi	 Air	
Force, technical and procurement support 
to	the	P olice	National	CBRN	Centre	and,	
along	with	MASS	and	SEA,	forming	part	
of the team leading a key United Kingdom 
MOD	concept	study .
Over the last few years SCS has invested in 
its internal system and business development 
resource. These investments have now begun 
to	show	a	return,	with	19%	revenue	growth	
driving	profit	growth	of	over	40%	this	year ,	
much of it from higher utilisation of core staff. 
SEA
SEA 	(Group)	Limited	(SEA)	is	an	independent	
systems engineering and software company 
operating in the defence, space, transport 
and	off-shore	markets.	Founded	in	1988,	
it is based in Beckington near Frome, 
S o m e r s e t 	 with	further	offices	close	to	the	
main	United	K ingdom	MOD	establishment	
in	Bristol.	During	the	year	SEA ’ s	sales	grew	
by	18%	over	the	equivalent	period	for	2008,	
producing	a	record	profit	for	the	business.
SEA continued to develop its offering in defence, 
securing a number of key programmes in its 
traditional 	 maritime 	 markets, 	 including 	 DAR T 	
and an underwater detection system for the 
French	Navy .	In	other	defence	areas,	SEA 	
continued to lead on a number of land based 
research programmes, which have the potential 
to pull through our own technology, as well 
as securing a software simulation programme 
for land based training and simulation. 
In the space market, SEA continued 
to progress its broad band radiometer 
instrument for the European Space Agency’s 
Earth	Care	Mission	as	well	as	securing	
elements of a number of other programmes 
including the European Sentinel 3 mission.
In transport, SEA successfully launched its 
R oadflow product with sales to a number 
of local authorities in the United Kingdom. 
Prospects for the product going forward look 
promising and SEA continues to develop both 
the	R oadflow product and its wider offering 
in 	 the 	 area 	 of 	 traffic 	 enforcement.
Outlook
Against an uncertain international and 
economic background, the Group remains agile 
and responsive to the needs of its customers. 
Cohort continues to exploit its position in 
key niche markets where customer need and 
focus remains high. The Group is diverse and 
is in a good business position with a strong 
order	book.	W e	are	confident	that	the	wide	
ranging and complementary expertise and 
capabilities we have in the Cohort Group 
make it well positioned to continue to grow, 
both organically and through acquisition, 
to meet changing market needs.
Stanley Carter 
Co-Chairman  
Chief	Executive	to	24	May	2009
Andrew Thomis
Chief	Executive	from	25	May	2009 06
Cohort plc Annual Report and Accounts 2009
The following review explains in further 
detail	the	significant	financial	issues	arising	
during	the	year	ended	30	 April	2009	and	
highlights other matters over and above 
what	is	included	in	the	primary	financial	
statements and accompanying notes.
Revenue
The 	 segmental 	 analysis 	 (note 	 1) 	 presents 	 the	
Group’s revenue by subsidiary. The revenue is 
further analysed as shown in the table opposite.
The change in the revenue by sector is 
due to reporting a full year of SEA, which 
has	approximately	40%	of	its	business	in	
non-defence sectors. 
Adjusted operating profit
T h e 	 a d j u s t e d 	 o p e r a t i n g 	 p r o fi t 	 i s 	 presented	
to	reflect	the	trading	profit	of	the	Group	
and excludes amortisation of other intangible 
assets, share of result of joint ventures and 
exceptional items. This allows the Group 
to present its trading performance in a 
comparable format year on year.
The	adjusted	operating	profit	is	stated	after	
charging the cost of share-based payments 
of	£184,000	(2008:	£129,000)	which	is	
allocated to each business in proportion 
to its employee participation in the 
Group’s share option schemes.
Finance Director’s Review
Simon Walther Finance	Director 07
Cohort plc Annual Report and Accounts 2009
The	adjusted	operating	profit	of	SEA 	(and	
the	Group)	is	after	a	net	charge	of	£57,000	
(2008:	credit	of	£131,000)	in	respect	of	
marking forward foreign exchange contracts 
to	market	at	30	 April	2009	and	revaluing	
currency monetary assets and liabilities at 
the year end. The forward foreign exchange 
contracts are used to hedge the forward 
sale of currency on Euro denominated 
trading contracts.
Tax
The Group’s tax charge for the year ended 
3 0 	 A p r i l 	 2 0 0 9 	 o f 	 £ 1 , 3 7 2 , 0 0 0 	 ( 2 0 0 8 : 	 £ 1 , 0 8 9 , 0 0 0 )	
w a s 	 a t 	 a n 	 e f f e c t i v e 	 r a t e 	 o f 	 2 1 . 3 % 	 ( 2 0 0 8 : 	 1 9 . 6 % )	
of	profit	before	tax.	 This	includes	a	current	
year	corporation	tax	charge	of	£1,299,000	
( 2 0 0 8 : 	 £ 7 1 0 , 0 0 0 ) , 	 a 	 r a t e 	 o f 	 2 0 . 1 % 	 ( 2 0 0 8 : 	 1 2 . 7 % )	
o f 	 p r o fi t 	 b e f o r e 	 t a x 	 a n d 	 a 	 d e f e r r e d 	 t a x 	 c h a r g e	
of	£73,000	(2008:	charge	of	£379,000).
The Group’s overall tax rate was below 
the	standard	corporation	tax	rate	of	28%.	
The majority of the reduction in the 
effective rate of tax was due to the 
recognition of research and development 
( R & D ) 	 c r e d i t s 	 a t 	 M A S S 	 a n d 	 S E A 	 f o r 	 t h e 	 y e a r	
ended	30	 April	2009.	
The Group’s businesses are only allowed to 
claim	the	lower	R&D	tax	credit	allowance	
available	to	larger	companies,	currently	30%,	
and this accounts for the higher current year 
c o r p o r a t i o n 	 t a x 	 r a t e 	 c o m p a r e d 	 w i t h 	 2 0 0 8 	 w h e n	
the Group was able to receive the larger relief 
available to smaller and medium sized entities.
SCS and the Group’s joint venture AGS applied 
for	and	received	R&D	tax	credits	during	2009	
for earlier periods. These credits have not 
yet been recognised in the tax charge as 
the	matter	is	still	to	be	finalised.	
Looking forward, the Group’s tax charge may 
fall further over the next year or two subject 
to outstanding claims being accepted by 
HMRC	and	recognised	by	the	Group.	Beyond	
this,	the	Group’ s	R&D	tax	credit	will	be	
at the lower rate associated with a large 
Group	(30%	uplift	on	qualifying	spend)	and	
I would expect the Group tax charge to be 
a t 	 o r 	 a r o u n d 	the	lo w	20%	level	and	c ertainly	
below	the	standard	rate	of	28%,	based	upon	
expected	R&D	spend	and	reliefs	available.
Provisions
The	Group’ s	provisions	at	30	 April	2009	
are	as	per	note	18.
The	provision	for	the	MASS	earn	out	was	
established at the time of acquisition 
(for	£500,000)	and	was	settled	in	cash	for	
£280,000	(including	costs)	on	5	June	2009.
  2009 	 2008
By sector  £m  % £m %
Direct	to	United	K ingdom	MOD		 	 44.3	 	 34.0	
Indirect	to	United	K ingdom	MOD,	 
where the Group acts as a sub-contractor or partner  16.4	 	 13.6	
T otal	to	the	United	K ingdom	MOD	 	 60.7 77	 47.6	 83
Export defence customers  6.0 	 4.2	
Total defence revenue  66.7 85	 51.8	 91
Transport  4.6 	 1.7	
Space  4.2 	 1.2	
Other commercial  3.1 	 2.4	
Non-defence	revenue	 	 11.9 15	 5.3	 9
Total revenue  78.6 100	 57.1	 100
  2009 	 2008
By type of work  £m % £m %
Technology solutions  30.4 39	 14.9	 26
Advisory services  23.8 30	 20.1	 35
Manpower	provision	 	 10.0 13	 8.7	 16
Managed	services	 	 9.0 11	 8.6	 15
Product  5.4 7	 4.8	 8
Total revenue  78.6 100	 57.1	 100 08
Cohort plc Annual Report and Accounts 2009
Treasury facilities
At	30	 April	2009	the	Group	had	undrawn	
facilities	with	its	banking	provider ,	RBS	
as	follows:
 £m Term
Overdraft facility for working 
capital	requirements	 2.5	 364	days	
Structured debt facility 
for	acquisitions	 10.0	 364	days 
  with 3 year  
  term out
Of	the	structured	debt	facility	of	£10.0m,	
£3.0m	was	drawn	to	part	finance	the	
acquisition of SEA and remains drawn 
at	30	 April	2009.
In	 additio n,	 the	Group	 has	 £0.8m	of 	 mortgage	
debt	with	RBS	which	was	acquired	with	SEA.
At	30	 April	2009,	the	Group	had	in	place	
forward foreign exchange contracts to sell 
Euro	4.1m	at	a	£	Sterling	equivalent	value	
of	£3.5m.
These forward contracts are used by the 
Group to manage its risk exposure to foreign 
currency on trading contracts where it either 
or both receives and pays currency from 
customers and suppliers respectively.
These contracts are entered into when contracts 
are considered effective.The Group does not 
enter into speculative foreign exchange dealing.
The Group’s bank covenants were 
all	satisfied	at	30	 April	2009.
Goodwill and other intangible assets
The Group has recognised goodwill and other 
intangible assets in respect of the acquisition 
of	MASS	and	SEA 	(see	note	10).	 The	other	
intangible assets are in respect of contracts 
acquired in each case and are to be amortised 
over the life of the earnings associated with 
the contracts acquired.
The goodwill, which is not subject to 
amortisation but to annual impairment 
testing, arises from the intangible elements 
of the acquired businesses for which either 
the value or life is not readily derived. This 
includes, but is not limited to, intellectual 
property within the acquired work force, 
reputation, customer relations, contacts and 
market synergies with existing Group members. 
The goodwill relating to the acquisitions of 
MASS	and	 SEA 	has	 been	 tested	 for	 impairment	
as	at	30	 April	2009	and	no	impairment	is	to	
be recognised in either case.
Finance Director’s Review continued 09
Cohort plc Annual Report and Accounts 2009
P erformance	indicator	 Description 2009 2008
Revenue growth  Growth in total Group 38% 66% 
 revenue compared 
 to the prior year
Adjusted profit growth 	 Growth	in	Group	profit	before	 31%	 226% 
 tax, amortisation of other 
 intangible assets, share of  
 result of joint ventures 
 and exceptional items.
Order book visibility Order cover for next 48% cover on forecast	 50%	cover	on 
	 financial	year	as	percentage	 2010 revenue of £82.3m 	 forecast	2009 
	 of	consensus	market	revenue	 	 revenue	of	£74.7m 
 forecasts for the year.
Growth in adjusted Annual growth in earnings 10%	 51% 
earnings per share per share, before 
 amortisation of other 
 intangible assets, share 
 of result of joint ventures 
 and exceptional items.
Operating 		 Net	cash	generated	from		 116%	 70% 
cash conversion operations before tax as 
	 compared	to	the	profit 
 before tax.
The	indicators	shown	above	have	been	identified	by	the	Directors	as	giving	the	best	overall	indication	of	the	Group’ s	long-term	success.	R evenue	growth	gives	a	quantified	
indication	of	the	rate	at	which	the	Group’ s	business	activity	is	expanding.	 An	appropriate	adjusted	profit	growth	trend	confirms	that	additional	revenue	is	being	gained	
without	profit	margins	being	compromised.	It	also	indicates	that	acquisitions	are	value	enhancing.	Order	book	visibility ,	based	upon	expected	revenue	during	the	year	
to	come,	gives	the	Board	confidence	as	to	the	achievement	of	future	growth	forecasts.	Growth	in	adjusted	earnings	per	share	is	an	absolute	measure	of	the	Board’ s	
management	of	the	Group’ s	return	to	shareholders	including	tax	and	interest.	Operating	cash	conversion	measures	the	ability	of	the	Group	to	convert	profit	to	cash	
and to enable it to use its own resources to fund further acquisitions in whole or part.
Working capital
The working capital of the Group, excluding 
provisions and tax liabilities, has risen from 
£8.0m	net	assets	to	£8.6m	net	assets,	an	
increase	of	£0.6m	(8%),	despite	a	rise	in	
revenue of 38%.
The year-end days debtors in sales have 
fallen	from	65	days	in	2008	to	52	days	in	
2009.	 This	calculation	is	based	upon	dividing	
the revenue by month, working backwards 
from April into the trade debtors balance 
(excluding unbilled income and work in 
p r o g r e s s ) 	 a t 	 t h e 	 y e a r - e n d , 	 a 	 m o r e 	 a p p r o p r i a t e	
measure as it takes into account the heavy 
weighting of the Group’s revenue in the last 
quarter of each year.
The Group has a working capital facility 
of	£2.5m	with	RBS	which	was	not	utilised	
during the year. The Group had cash at 
30	 April	2009	of	£7.5m,	(2008:	£6.1m).	
Advance receipts on contracts at the 
year	end	were	£2.5m	(2008:	£2.2m).
Simon Walther
Finance	Director 10
Cohort plc Annual Report and Accounts 2009
MASS	Consultants	Limited	celebrated	
its	25th	anniversary	in	2008	and,	fittingly ,	
had another highly successful year. 
The	Company	exceeded	£20m	turnover	
for	the	first	time	and,	with	trading	profit	
of	£2.8m,	achieved	its	best	ever	profit	
performance.	 All	three	of	MASS’ s	divisions	
(Systems	Development,	Managed	Services	
a n d 	 E x p o r t 	 E l e c t r o n i c 	 W a r f a r e 	 ( E W ) 	 O p e r a t i o n a l	
S u p p o r t ) 	 p e r f o r m e d 	 w e l l . 	 N o t a b l y 	 t h e 	 S y s t e m s	
D e v e l o p m e n t 	 d i v i s i o n 	 w o n 	 a n d 	 d e l i v e r e d 	 w o r k	
f r o m 	 a 	 n u m b e r 	 o f 	 n e w 	 c u s t o m e r s , 	 s i g n i fi c a n t l y	
exceeding	its	turnover	and	profit	targets	
in the process. 
A 	 h i g h l i g h t 	 o f 	 t h e 	 y e a r 	 w a s 	 M A S S ’ s 	 a g r e e m e n t	
with	Saab	 A vitronics,	signed	at	the	2008	
Farnborough Air Show , building on a previously 
signed teaming agreement. It commits the two 
companies to work together to create a new 
product,	integrating	MASS’ s	 Thurbon	EW	
database with Saab’s BOSS mission data 
generation	software.	Saab	has	funded	MASS	
to carry out the integration work which has 
proceeded	 well,	 with	 the	 first	 demonstrations	
provided to potential customers at the 
EW	2009	Conference	in	London.	
The	teaming	agreement	brought	its	first	
tangible	benefits	this	year	when	MASS	won	
a	significant	new	contract	to	provide	t r a i n i n g	
t o 	 t h e 	 R o y a l 	 T h a i 	 A i r 	 F o r c e 	 a s 	 part	of	the	
Swedish government’s supply of Gripen 
combat aircraft to Thailand.
It	was	announced	in	 April	2009	that	a	
consortium	led	by	May	Gurney	plc,	including	
MASS	as	the	information	technology	provider ,	
had been selected as the preferred bidder 
for	the	North	Lincolnshire	Building	Schools	
for	the	Future	(BSF)	programme.	BSF	is	a	new	
market	for	MASS,	although	it	will	make	use	
of the Company’s well-established secure IT 
strengths. We will be working hard to ensure 
North	Lincolnshire	is	successful	and	to	build	
on this success with other BSF programmes.
Operations Review: MASS
MASS exceeded £20m turnover for 
the first time and, with trading profit 
of £2.8m, achieved its best ever 
profit performance. 
Andrew Thomis Managing	Director	MASS	
to	30	 April	2009
Ashley Lane Managing	Director	MASS	 
from	1	May	2009 11
Cohort plc Annual Report and Accounts 2009
Looking	 forward,	 the	 United	 K ingdom	 Ministry	
of	Defence	has	approved	the	initial	stages	
of	a	programme	to	replace	its	Defence	
EW	Database	and	make	other	improvements	
to	its	Defence	EW	Centre	(DEWC).	MASS’ s	
experience of providing long-term support 
to	the	DEWC	and	the	technology	we	have	
developed for Thurbon position us well. 
M A S S 	 a n d 	 L o g i c a 	 h a v e 	 c o m b i n e d 	 t o 	 f o r m 	 T e a m	
Excalibur to bid for this important opportunity .
This and other major opportunities make 
2009/10	an	important	year	for	MASS	under	
its	new	Managing	Director ,	 Ashley	Lane.	
We continue to see the potential for 
significant	growth	in	all	three	divisions.
I 	 	 15% 	growth	in	revenu e
I 	 	 Net 	tradi ng	return	on 	revenue	
of	£2.8m	(13.7%)
I  Teaming agreement 
with Saab on EW signed
I  Further overseas work secured
I  Selected as preferred bidder 
of information technology 
for a BSF programme 12
Cohort plc Annual Report and Accounts 2009
2009	has	been	another	excellent	year	for	
SCS. The Company has continued to identify 
and meet the demands of the United Kingdom 
MOD,	while	seeking	out	and	winning	business	
in new markets within the United Kingdom 
and abroad. We have continued to grow 
strongly, with revenue for the year at 
£ 3 1 . 1 m 	 u p 	 1 9 % 	 o n 	 2 0 0 8 	 a n d 	 o p e r a t i n g 	 p r o fi t	
up	43%	on	2008	a t 	 £ 3 . 3 m . 	 T h e 	 i n c r e a s e	
i n 	 r e v e n u e 	 a n d 	 t r a d i n g 	 profit	is	a	result	
of the investments in the last two years 
now bearing fruit, combined with greater 
operating	efficiency .
Notable	contract	awards	during	the	
year	included:
I  a series of overseas training and 
simulation wins;
I  winning the re-competition to provide 
the United Kingdom Land Command 
Brigade	Mission	R ehearsal	exercises;	
I  technical and procurement support 
to	the	P olice	National	CBRN	Centre;
I	 	 a 	 f r a m e w o r k 	 a g r e e m e n t 	 w i t h 	 t h e 	 D e p a r t m e n t	
for Innovation, Universities and Skills for 
“future horizon scanning”; and
I	 	 renew als	exten ding	R esilience	&	 Crisis	
Management	support	to	high-profile	
FMCG	clients.
SCS has continued to respond effectively 
to	the	MOD’ s	need	for	support	during	
operations. This now includes the provision 
o f 	 b e s p o k e 	 s e r v i c e s 	 a s 	 C o n t r a c t o r s 	 o n 	 D e p l o y e d	
Operations	(CONDO),	mission	rehearsal	and	
joint training. We continue to provide a wide 
range of interim managers with specialist 
skills and deep military domain knowledge, 
now as a preferred partner to Capita. 
We have responded successfully to strong 
demand for logistics expertise and achieved 
significant	revenue	growth	in	this	area.	
Our	assessment	of	further	significant	growth	
potential has led to SCS forming a discrete 
Logistics division under the leadership of 
David	Gagen.	 The	division	will	provide	
Operations Review: SCS
Rick Bounsall Managing	Director	SCS
2009 has been another excellent year for 
SCS. We have continued to grow strongly, 
with revenue for the year at £31.1m up 
19% on 2008 and operating profit up 
43% on 2008 at £3.3m. 13
Cohort plc Annual Report and Accounts 2009
services in support engineering, supply 
chain and logistic information systems. 
Other important internal developments 
include the appointment of Jim Campbell 
a s 	 T e c h n i c a l 	 D i r e c t o r 	 a n d 	 P e t e r 	 W a r i n g 	 i n 	 t h e	
new	role	of	Director	of	Corporate	Services.
W e	have	broadened	our	offering	to	NA T O	
and the European Union and are seeing 
significant	interest	in	our	services	and	
support from other nations seeking to 
outsource and modernise all aspects of 
their defence activities. Outside defence 
the Company has established key initial 
contracts in new markets including police, 
security and resilience and these areas 
look set for a healthy future.
The outlook for SCS remains positive 
as we continue to add real value for our 
defence, security and wider commercial 
sector clients both in the United Kingdom 
and overseas.
I 	 	 Growth	in 	revenue	19 %
I 	 	 Growth	in 	trading	pro fit;	net	return	
on	revenue	of	10.7%	
I  Strong performance in new 
overseas markets
I  Successful delivery of our 
training services
I  Police, security and resilience businesses 
now	flourishing	
I  Formation of a new Logistics division
All photographs reproduced with the permission 
of	the	Controller	of	Her	Majesty’ s	Stationery	Office 14
Cohort plc Annual Report and Accounts 2009
SEA has enjoyed a good year of growth with 
r e v e n u e 	 o f 	 £ 2 6 . 9 m , 	 1 8 % 	 a h e a d 	 o f 	 t h e 	 e q u i v a l e n t	
period for last year. We have continued to 
make excellent progress in developing our 
market position across all our sectors of 
defence, aerospace, offshore and transport.
Our progress in defence was marked by some 
significant	achievements	and	developments,	
in particular , we have expanded our electronic 
warfare activities into the surface ship domain 
via	the	DAR T 	programme	(advanced	Radar	
ESM),	built	a	strong	offering	for	submarine	
communications aimed at the ASTUTE and 
successor programmes, secured a submarine 
support programme for potentially a period 
of up to ten years and expanded our delivery 
of rotorcraft vibration monitoring equipment. 
In the land domain we have delivered applied 
research into the dismounted close combat 
arena with some promising potential for 
delivering our own technology into this 
programme	further	downstream.	During	the	
year	SEA 	secured	a	significant	contract	for	
a software-based simulation framework 
to improve the effectiveness of land-based 
simulation and training.
S E A ’ s 	 a e r o s p a c e 	 a c t i v i t i e s 	 i n c r e a s e d 	 s i g n i fi c a n t l y	
over the previous year. We achieved excellent 
progress on the design of the Broad Band 
Radiometer	instrument	destined	for	ESA ’ s	
EarthCare	mission.	 The	flight	system	for	
t h e 	 4 K 	 c o o l e r 	 d r i v e 	 e l e c t r o n i c s 	 w a s 	 d e l i v e r e d	
and integrated into the Planck spacecraft 
which	was	launched	in	May	2009.	K ey	
technology activities included winning 
t h e 	 d e v e l o p m e n t 	 o f 	 t h e 	 fl a g s h i p 	 R F 	 w i r e l e s s	
development contract for the European Space 
Agency. This programme will demonstrate 
high-integrity wireless technology and 
applications for space and ground testing 
with prospects for spin-off applications. 
T h e 	 s e l e c t i o n 	 o f 	 t h e 	 S i R E U S 	 M E M S 	 R a t e 	 S e n s o r s	
for	the	European	Sentinel	3	Mission	was	a	
major milestone and marks the successful 
transition by SEA from innovative technology 
into a mainstream space product. 
Our transport business has continued to expand 
its	business	into	Network	Rail,	c e n t r e d 	 o n 	 t h e	
development of database driven software 
a p p l i c a t i o n s . 	 D u r i n g 	 t h e 	 y e a r , 	 S E A 	 s u c c e s s f u l l y	
launched	its	ROAD flow	digital	traffic	
e n f o r c e m e n t 	 s y s t e m 	 a n d 	 m a d e 	 i t s 	 fi r s t 	 s a l e s	
to 	 local 	 authority 	 customers. 	 The 	 ROAD flow 
Operations Review: SEA
Paul Phillips Managing	Director	SEA
SEA has enjoyed a good year of growth 
with revenue of £26.9m, 18% ahead 
of the equivalent period for last year. 
We have continued to make excellent 
progress in developing our market position 
across all our sectors of defence, aerospace, 
offshore and transport. 15
Cohort plc Annual Report and Accounts 2009
system is vehicle mounted and designed 
to automatically capture evidence data 
for vehicles transgressing into parking and 
driving restricted areas including bus lanes 
and yellow boxes. Further, static and mobile, 
product variants are being developed to 
support further sales opportunities in both 
the United Kingdom and overseas.
Our offshore business has made further 
sales of our SWATHplus shallow water seabed 
mapping sonar and we have developed 
new variants for UUV and Jet Ski vehicles. 
We have developed a deepwater towed body 
sonar	for	the	United	K ingdom’ s	National	
Oceanographic Centre and designed and 
manufactured acoustically operated 
underwater positioning systems to improve 
subsea survey and operations.
Overall the Company has a number of promising 
service and product offerings and anticipates 
growth over the coming year.
I 	 	 18% 	growth	in	revenu e
I 	 	 Net 	tradi ng	return	on 	revenue	
of	£3.1m	(11.6%)
I  Key radar programme for surface ships
I  Further research framework agreements 
won in year
I  Very good progress in space sector
J  Merlin	helicopter	and	soldiers.	 
Copyright	of	the	MOD 16
Cohort plc Annual Report and Accounts 2009
Board of Directors and Executive Management
01 02
03
04
05 06
07
08 17
Cohort plc Annual Report and Accounts 2009
01	Nick	P rest	CBE,*+
Chairman
Nick	P rest	became	Chairman	of	Cohort	on	flotation	in	March	2006.	
After	graduating	from	Oxford	in	1974	Nick	joined	the	MOD.	In	1982	Nick	
moved to Alvis, the defence contractor, undertaking a variety of roles before 
becoming	Chief	Executive	in	1989	and	Chairman	and	Chief	Executive	in	1996.	
Nick	left	 Alvis	following	its	acquisition	by	BAE	Systems	in	2004,	by	which	time	
the company had become a leading international business in military land 
s y s t e m s . 	 I n 	 a d d i t i o n 	 t o 	 h i s 	 p o s i t i o n 	 a t 	 A l v i s , 	 N i c k 	 h a d 	 a 	 p r o m i n e n t 	 r o l e	
in	defence	industry	representation,	serving	as	Chairman	of	the	Defence	
Manufacturers’ 	 Association	and	V ice-Chairman	of	the	National	Defence	
Industries	Council.	In	addition	to	being	Chairman	of	Cohort,	Nick	is	also	
Chairman 	 of 	 A veva 	 Group 	 plc, 	 a 	 FTSE 	 250 	 software 	 company , 	 and 	 of	
Shephard Group, a privately owned media company specialising in 
defence and aerospace.
02	Stanley	Carter ,*+
Co-Chairman	(Chief	Executive	until	24	May	2009)
Stanley	Carter	took	early	retirement	as	a	R egular	 Army	Lieutenant	Colonel	
in	the	R oyal	 Artillery	to	found	Systems	Consultants	Services	Limited	(SCS)	
in	1992.	During	his	military	service	he	held	a	wide	range	of	operational	
p o s t s 	 a n d 	 s t a f f 	 o f fi c e r 	 a p p o i n t m e n t s 	 i n 	 t h e 	 M O D , 	 i n c l u d i n g 	 t h e 	 c e n t r a l 	 s t a f f ,	
procurement,	government	research	establishments	and	had	significant	
interaction with industry. He also represented the United Kingdom on 
NA T O	technical	committees.	He	has	degrees	in	 T echnology	and	Behavioural	
Science from Loughborough and the Open University respectively and 
an	MSc	in	Information	Systems	from	the	R oyal	Military	College	of	Science.	
Stanley	won	a	personal	award	from	the	MOD	Committee	of	 A wards	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	and	recently	became	
Non-executive	Co-Chairman	of	the	Group.
03	 Andrew	 Thomis,*
Chief	Executive	(Managing	Director	of	MASS	until	30	 April	2009)
A n d r e w 	 T h o m i s 	 g r a d u a t e d 	 f r o m 	 I m p e r i a l 	 C o l l e g e , 	 L o n d o n 	 i n 	 1 9 8 7 	 w i t h 	 a n 	 M . E n g	
in	Electronic	Engineering	and	Management	Science.	He	spent	nine	years	in	
the	MOD	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 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	P rest	and	Stanley	Carter	
on	the	creation	of	Cohort	plc,	acting	as	Finance	Director	during	the	flotation	
and	subsequently	Corporate	Development	Director .	Following	two	years	as	
Managing	Director	of	MASS	Consultants	Limited,	a	group	member	company ,	
he	returned	to	Cohort	as	Chief	Executive	in	May	2009.
04	Simon	W alther ,*
Finance	Director	and	Company	Secretary
After graduating with a BSc from London, Simon Walther went on to qualify 
as	a	chartered	accountant	with	 T ouche	R oss	in	1992.	Simon	moved	to	the	
P eninsular	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 
F i n a n c e 	 D i r e c t o r 	 i n 	 M a y 	 2 0 0 6 , 	 h a v i n g 	 c o n s i d e r a b l e 	 i n d u s t r y 	 r e l e v a n t	
experience with Alvis and BAE Systems.
05	Sir	R obert	W almsley	KCB,*+
Independent	Non-executive	Director
Sir	R obert	W almsley	served	in	the	R oyal	Navy	where	his	final	appointment	w a s	
a s 	 C o n t r o l l e r 	 o f 	 t h e 	 N a v y 	 a n d 	 m e m b e r 	 o f 	 t h e 	 N a v y 	 B o a r d 	 a s 	 a 	 V i c e 	 A d m i r a l .	
H e 	 w a s 	 k n i g h t e d 	 i n 	 1 9 9 5 . 	 A f t e r 	 r e t i r i n g 	 f r o m 	 t h e 	 N a v y , 	 h e 	 w a s 	 appointed	as	
Chief	of	Defence	P rocurement,	occupying	that	position	from	1 9 9 6 	 u n t i l 	 2 0 0 3 .	
H e 	 s e r v e d 	 o n 	 t h e 	 B r i t i s h 	 E n e r g y 	 B o a r d 	 f r o m 	 2 0 0 3 	 u n t i l 	 2009.	He	continues	on	
the	Board	of	the	General	Dynamics	Corporation	and	Ultra	Electronic	Holdings	
as	well	as	being	a	Senior	 Adviser	at	Morgan	Stanley	International	and	Chairman	
of	the	Major	P rojects	 Association.
06	Rick	Bounsall
Managing	Director	of	SCS
R i c k 	 B o u n s a l l 	 h a s 	 b e e n 	 M a n a g i n g 	 D i r e c t o r 	 o f 	 S C S 	 f o r 	 t w o 	 y e a r s . 	 H e 	 i s 	 a 	 C h a r t e r e d	
Engineer and Fellow of the Institution of Engineering and Technology. He reached 
the	rank	of	Brigadier	in	the	British	 Army ,	commanding	at	R egimental	level	
and deployed on several operations. His Service included two years with the 
United States Army and a tour as an instructor at the Army Command and Staff 
College.	He	later	specialised	in	Defence	 Acquisition,	holding	appointments	as	
Director	Equipment	Capability	in	the	MOD	and	leading	teams	in	the	Defence	
Equipment and Support organisation including responsibility for Bowman, 
Typhoon, Amphibious Shipping, Strategic Lift, Unmanned Air Vehicles, Air-to-Air 
and Air-to-Ground missiles and command control and information infrastructure. 
Rick	left	the	 Army	early	in	order	to	take	up	a	second	career	and	assumed	the	
appointment	of	Managing	Director	of	SCS	in	May	2007.
07	P aul	P hillips
Managing	Director	of	SEA
P aul	P hillips	graduated	in	Mathematics	from	Herriot-W att	in	1978.	P aul	initially	
b e g a n 	 w o r k 	 o n 	 s o n a r 	 d e v e l o p m e n t 	 p r o g r a m m e s 	 a t 	 P l e s s e y 	 N a v a l 	 S y s t e m s	
before	joining	SEA 	in	1989.	During	his	time	with	SEA,	P aul	has	held	a	range	
of	management	and	director	positions	across	Defence	and	Space	as	well	as	
undertaking	the	 T echnical	Director	role	for	a	period.	P aul	has	been	a	Director	
of	SEA 	since	1993,	lastly	in	the	role	of	leading	the	Company’ s	defence	offering	
prior	to	stepping	up	to	the	Managing	Director	role	in	November	2008.
08	 Ashley	Lane	
Managing	Director	of	MASS	from	1	May	2009
A s h l e y 	 L a n e 	 g r a d u a t e d 	 f r o m 	 S u r r e y 	 U n i v e r s i t y 	 w i t h 	 a 	 M a s t e r s 	 D e g r e e 	 ( D i s t i n c t i o n )	
in	Electronic	and	Electrical	Engineering	in	1991.	On	graduation	he	joined	
Thorn	EMI	Electronics	as	a	Systems	Engineer	working	on	countermeasures	
and electronic surveillance systems. He spent four years in technology 
development and licensing, building the successful wireless technology 
company	UbiNetics.	 Ashley	has	held	key	technical	roles	on	a	number	of	
electronics, real-time signal processing, data fusion, and analysis systems. 
H e 	 h a s 	 h e l d 	 p o s i t i o n s 	 a s 	 B u s i n e s s 	 M a n a g e r , 	 C o n s u l t a n c y 	 D i v i s i o n 	 H e a d ,	
P r o g r a m m e 	 a n d 	 P r o j e c t 	 M a n a g e r 	 a n d , 	 f o r 	 fi v e 	 y e a r s 	 h a s 	 b e e n 	 S y s t e m s 	 D e v e l o p m e n t	
a n d 	 T e c h n i c a l 	 D i r e c t o r 	 f o r 	 M A S S 	 C o n s u l t a n t s 	 L i m i t e d , 	 r e s p o n s i b l e 	 f o r 	 o v e r s e e i n g	
all technical projects across the Company’s operations. Ashley was appointed 
as	Managing	Director	of	MASS	in	May	2009.
*	 Member	of	the	Cohort	plc	Board 
+	 Member	of	the	Cohort	 Audit	Committee	and	R emuneration	&	 Appointments	Committee 18
Cohort plc Annual Report and Accounts 2009
The Directors submit their report and the audited financial statements (pages 27 to 52) of Cohort plc for the year ended 30 April 2009. 
Cohort plc is a Company incorporated in and operating from England. Its registered address is, The Court House, Northfield End, 
Henley‑on‑Thames, Oxfordshire RG9 2JN.
Share capital of the Company and transactions with shareholders
During the year, the Company issued 134,526 shares in order to satisfy employee share option plans that were exercised.
Principal activities, business review and future developments
The principal activity of the Company is that of a holding company. The principal activities of the Group are described in the 
‘About us’ section (inside front cover). The operational and financial performance of the Group as well as its risks are described 
in the Chairman’s Statement, Chief Executive’s Report, Finance Director’s Review and Operational Review on pages 2 to 15. 
The Finance Director’s review includes a review of key performance indicators. The resources, future outlook and development 
of the Group, including acquisition strategy is reviewed in the same statements on pages 2 to 15. The Group’s approach to risk 
is discussed below.
Specific matters of note
On 11 July 2008, the Group settled the SEA earn‑out of £4.7m, which was earned in full.
Results and dividend
The Group’s performance was in line with expectations.
The profit for the year of the Group after dividends paid of £627,000 (2008: £447,000) was £4,455,000 (2008: £4,033,000). 
The loss for the year of the Company after dividends paid of £627,000 (2008: £447,000) was £75,000 (2008: £648,000).
The trading performance of the Group represents the trading result of the Group’s 100% subsidiaries MASS, SCS and SEA less 
the corporate costs of the Company.
The Group’s share of the losses of its joint venture undertaking, AGS have been disclosed as ‘share of result of joint ventures’ 
and the cost of withdrawing from the AGS investment has been disclosed as an exceptional item.
The Directors recommend a final dividend of 1.2 pence (2008: 1.0 pence) per 10 pence ordinary share.
Research and development
During the year ended 30 April 2009 the Group expenditure on research and development, both funded by customers and the Group’s 
own private venture expenditure, was £7.1m (2008: £5.5m).
Approach to risk
The business risks of the Group can be summarised as follows:
External (or market) risk
The Group’s external risk is in respect of the following:
i. Customers
The Group has a number of key customers, mostly in the Government sector. These customers are served either directly e.g. 
United Kingdom MOD (MOD) (£44.3m revenue in 2009; 56% of total Group revenue) or indirectly via other contractors; in the case 
of the MOD, £16.4m of Group revenue (21%) was via other contractors. The Group continues to be reliant on its ultimate primary 
customer, the MOD (77% of Group revenue in 2009; 2008: 83%) but is reducing this reliance by expanding its overseas defence 
offering as well as other non‑defence sectors, including Space and Transport. The Group ensures it engages at all levels of the 
MOD and remains responsive to its primary customer’s needs.
ii. Suppliers
As is typical in the Defence and Space sectors, the Group is reliant on certain key suppliers for its technical and product offerings. 
This risk is managed through close liaison with suppliers, good project management and having contingency plans to go to alternative 
suppliers or bring in‑house. 
The Group has no significant reliance on any one individual supplier .
iii. Partners
The Group, especially in the Defence Sector often secures business through teaming and partnering with other suppliers and 
this is often a requirement of securing work with the MOD in order to ensure the end customer receives the best of everything.
The Group takes an active part in these arrangements to ensure that the team (including our partners) deliver as a whole and 
to the individual team members.
Directors’ Report 19
Cohort plc Annual Report and Accounts 2009
Approach to risk continued
Internal (or financial and operational) risk
i. Revenue
The Group takes a prudent approach to revenue and credit 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 2009 bad debt charge was £Nil (2008: £12,000) on Group 
revenue of £78.6m (2008: £57.1m).
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. Any debt receivable in foreign currency is hedged using forward 
exchange contracts which are entered into when contracts are deemed effective.
       2009 2008 
Financial assets exposed to credit risk at 30 April       £m £m
Trade receivables       16.1 15.6
Other receivables       8.2 5.3
Cash and bank deposits       7.5 6.1
Financial derivatives (forward foreign exchange contracts)      3.5 2.2
Cash and bank deposits are all with the Group’s bank, RBS. Indebtedness to the bank (RBS) was £3.8m at 30 April 2009 (2008: £4.0m).
Of the trade receivables, £8.1m was with the MOD at 30 April 2009 (2008: £6.6m).
The financial derivatives at 30 April 2009 were all held with RBS.
ii. Treasury
The Group takes a very prudent approach to the management of its financial instruments which are described in note 20. 
The Group’s cash is held with at least AA rated institutions and on deposits not exceeding three months. 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 renewed its working capital facility with RBS for £2.5m. This facility is available to all of the Group’s entities 
through an offset arrangement. The current facility expires in October 2009 when it is expected to be renewed on similar terms.
The Group did not utilise this facility during the year ended 30 April 2009 having an average cash balance of £3.7m, cash balances 
ranging from a low of zero to a high of £7.5m.
iii. Currency risk
The Group manages its exposure to currency risk by using forward foreign currency exchange contracts. The level of forward cover 
is determined contract by contract taking into account the net currency exposure to receipts and purchases. Forward contracts are 
only put in place when customer contracts are deemed effective. The Group does not enter speculative forward exchange contacts.
iv. Interest rate risk
The Group considers interest rate risk loan by loan and where appropriate the Group enters interest rate swaps to fix its interest 
rate exposure.
At 30 April 2009, the Group had in place one interest rate swap against a mortgage secured on its freehold property, fixing the interest 
rate at 7.38%. The notional cost of exiting this swap to the Group at 30 April 2009 was £68,000 (see note 20).
v. Operations
The Group’s operational risk is primarily through its three subsidiaries. The subsidiary trading or business risks are similar 
in the case of MASS and SEA.
MASS and SEA
Primary risks are:
i.   Fixed price contracts – these are often of a long‑term nature (greater than twelve months) and typically include delivery of hardware 
and software. These projects are managed by dedicated project management, monthly review by the subsidiary Board and regular 
interaction with the customer and key suppliers. Margin is prudently recognised taking account of risk and cost to complete.
ii.   Due to the nature of their niche technical skills requirement, both MASS and SEA have a fixed level of core software engineering 
and technical expertise. This cost base is carefully monitored at budget time and by rolling quarterly forecasts 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. 20
Cohort plc Annual Report and Accounts 2009
Directors’ Report continued
Approach to risk continued
Internal (or financial and operational) risk continued
v. Operations continued
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 take account of risks 
and costs to completion.
The Group (through all of its subsidiaries) 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.
vi. 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.
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.
International Financial Reporting Standards (IFRS)
The Group has reported its results for the year ended 30 April 2009 in accordance with IFRS.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Directors’ report and the financial statements in accordance with applicable law 
and regulations.
United Kingdom company law requires the Directors to prepare Group and Company Financial Statements for each financial year. 
Under that law the Directors are required to prepare Group financial statements in accordance with IFRS as adopted by the 
European Union and have elected to prepare the Company financial statements in accordance with IFRS as adopted by the 
European Union.
The Group financial statements are required by law and IFRS adopted by the European Union to present fairly the financial position 
and performance of the Group; the Companies Act 2006 provides, in relation to such financial statements, that references in the 
relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair 
view of the state of affairs of the Company. 
In preparing each of the Group and Company financial statements, the Directors are required to:
I  select suitable accounting policies and then apply them consistently;
I  make judgements and estimates that are reasonable and prudent;
I  state whether they have been prepared in accordance with IFRS adopted by the European Union; and
I  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the 
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and 
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable 
them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding 
the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the Cohort plc website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation 
in other jurisdictions. 21
Cohort plc Annual Report and Accounts 2009
Directors
The Directors in office during the year under review and their interests in the equity of the Company were:
        At At 
       30 April 2009 30 April 2008 
       number of number of 
       10p ordinary 10p ordinary 
       shares shares
S Carter       10,645,718 10,645,718
N Prest       2,064,580 2,064,580
I Dale‑Staples (resigned 24 June 2009)       2,063,089 2,063,089
Sir Robert Walmsley       20,035 16,670
S Walther       10,000 10,000
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.
Payment policy
In respect of all of its suppliers, the Group’s policy is:
I  to agree the terms of payment when contracting with suppliers;
I  to ensure suppliers are made aware of the terms of payment; and 
I  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 2009, the trade creditors of the Group represented 47 days (2008: 40 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 2009 the Group made charitable donations of £3,961 (2008: £11,535), mainly in respect of military 
and local charities. The Group made no political donations during the year (2008: £Nil).
Post balance sheet events
On 5 June 2009, the Group settled the MASS earn‑out at £280,000 including costs.
Auditor
A resolution to re‑appoint Baker Tilly UK Audit LLP as auditor will be proposed at the Annual General Meeting (AGM). 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 auditor is 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 3 July 2009 and signed on its behalf by:
Simon Walther
Company Secretary 22
Cohort plc Annual Report and Accounts 2009
Corporate Governance Report
Introduction
As Cohort plc is listed on AIM it is neither required to comply with the Combined Code 2006 (the Code) nor issue a statement 
of compliance with it. Nevertheless, the Board fully supports the principles set out in the Code and seeks to comply wherever 
this is appropriate, 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 three Non‑executive Directors, Nick Prest (Chairman), Stanley Carter 
(Co‑Chairman from 25 May 2009) and Sir Robert Walmsley. The Chairman and the Co‑Chairman have consultancy agreements with 
the Company (see the Remuneration & Appointments committee report on page 24) 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. 
Nick Prest and Stanley Carter are not considered independent.
The Board has determined Sir Robert Walmsley to be independent and he is designated the Senior Independent Director.
The Board meets most months and receives a Board pack comprising individual reports from each of the Executive Directors and 
the subsidiary Managing Directors together with any other material deemed necessary for the Board to discharge its duties. It is the 
Board’s responsibility to formulate, review and approve 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 & Appointments, each having written terms of delegated responsibilities.
Audit committee
The Audit committee comprises the Non‑executive Directors 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 & Appointments committee
The Remuneration & Appointments committee comprises the Non‑executive Directors and is scheduled to meet at least once a year. 
It is the Remuneration & Appointments 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 & Appointments committees.
The attendance of the Directors at Board and committee meetings for the year ended 30 April 2009 was as follows:
      Remuneration 
    Board Audit & Appointments
N Prest (Chairman)    9/9 4/4 3/3
Sir Robert Walmsley (Non‑executive Director)    9/9 4/4 3/3
S Carter (Chief Executive to 24 May 2009 and Co‑Chairman from 25 May 2009)  9/9 — —
S Walther (Finance Director and Company Secretary)    9/9 — —
I Dale‑Staples (Director) (resigned 24 June 2009)    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 & Appointments committee and the Chief Executive.  23
Cohort plc Annual Report and Accounts 2009
Management of the Group and its subsidiary undertakings
The management of the Group and subsidiary undertakings is as follows:
Group management
I  Cohort plc Board meeting at least eight times per year.
I  Group Executive committee meeting at least four times per year, comprising Cohort plc Executive Directors and subsidiary 
Managing Directors.
Subsidiary management
I  Monthly executive management meetings involving subsidiary Board and senior management.
Cohort Executive Directors have the right to attend all subsidiary executive management meetings.
Shareholder relations
The Company meets with its institutional shareholders and analysts as appropriate and will use the AGM 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 auditor.
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. In addition the Group conducts 
quarterly re‑forecasts. The Group’s results, as compared against budget and the latest quarterly forecast, are reported to the Board 
on a monthly basis and discussed in detail at each meeting of the Board. 24
Cohort plc Annual Report and Accounts 2009
Remuneration & Appointments Committee Report
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 & Appointments committee of the Board is responsible for considering Directors’ remuneration packages and 
makes its recommendations to the Board. The committee comprises the 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 of the Executive Directors who served in the year
Simon Walther has a service agreement 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. Stanley Carter had a service agreement with the Company which 
could 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, which 
ceased upon his change of role on 25 May 2009 (see below). Ian Dale‑Staples had a service contract with Systems Engineering and 
Assessment Limited which conferred similar rights to those of the other Executive Directors of the Company.
Pensions
The Group makes contributions to the Company’s stakeholder pension scheme (a defined contribution scheme) at a rate of 10.0% 
of the Executive Director’s contribution. In the case of Ian Dale‑Staples, the Group made contributions to the Systems Engineering 
and Assessment Limited pension scheme (a defined contribution scheme) at a rate of 5.0% of salary plus 10.0% of the Executive 
Directors’ contribution.
Performance incentives (audited)
The Group operates a cash bonus scheme and grants share options.
A bonus of £55,320 was payable to the Executive Directors for the year ended 30 April 2009 (2008: £52,500).
For the year ending 30 April 2010, 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. 
Ordinary shares under option granted during the year ended 30 April 2009 and outstanding at 30 April 2009 were as follows:
 At    At  Date from  
 1 May    30 April  which option Exercise 
 2008 Granted Exercised Lapsed 2009 Date of can be period 
 Number Number Number Number Number grant exercised Years
S 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 Jul 2006 10 Jul 2009 7
– Option price of £1.66 per share 21,084 — — — 21,084 21 Aug 2007 22 Aug 2010 7
– Option price of £1.89 per share — 13,227 — — 13,227 11 Jul 2008 12 Jul 2011 7
Cohort plc 2006 share option scheme (unapproved)        
– Option price of £1.89 per share — 11,111 — — 11,111 11 Jul 2008 12 Jul 2011 7
Save as you earn (SAYE) scheme        
– Option price of £1.23 per share 7,601 — — — 7,601 5 May 2006 1 Jun 2009  —
 71,239 24,338 — — 95,577   
I Dale‑Staples (resigned 24 June 2009)        
Cohort plc 2006 share option scheme under 
the Enterprise Management Incentive (EMI) scheme        
– Option price of £1.89 per share — 36,111 — — 36,111 11 Jul 2008 12 Jul 2011 7
S Carter        
Cohort plc 2006 share option scheme under 
the Enterprise Management Incentive (EMI) scheme        
– Option price of £1.89 per share — 40,278 — — 40,278 11 Jul 2008 12 Jul 2011 7
Save as you earn (SAYE) Scheme        
– Option price of £1.33 per share 7,218 — — — 7,218 4 Feb 2008 1 Oct 2011 —
 7,218 40,278 — — 47,496   
There are no performance conditions applying to any of the share option schemes above. The price paid for all share options in the 
above schemes was nil pence. 25
Cohort plc Annual Report and Accounts 2009
Performance incentives (audited) continued
The mid‑market price of Cohort plc 10 pence ordinary shares at 30 April 2009 was 175.5 pence (30 April 2008: 188.5 pence); the lowest 
and highest market prices in the year were 117.5 pence and 220.0 pence respectively.
The maximum bonus payable for the year ended 30 April 2010 as a percentage of salary is as follows:
      Group Personal  
      performance objectives Total 
      % % %
A Thomis      15 5 20
S Walther      15 5 20
No bonuses are payable or share options awardable to the Non‑executive Directors.
Bonus schemes for senior management of the subsidiary companies have been established for the year ending 30 April 2010, 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 £30,000 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 £1,500 per day.
As from 25 May 2009, Stanley Carter was appointed Non‑executive Co‑Chairman of Cohort plc. As from that date, Stanley Carter 
will receive £30,000 per annum as a Non‑executive Director of Cohort plc. In addition, Stanley Carter provides consultancy services 
to the Group in accordance with an agreement entered into on 25 May 2009, this agreement provides for a minimum of 20 days’ 
consultancy in any one year at £1,500 per day.
Directors’ remuneration (audited)
Details of Directors’ remuneration are set out below:
    Compensation 
   Benefits	 for	loss  Pension   
 Salary	 Bonus	 in	kind	 of	office	 Emoluments	 contributions	 T otal Total 
 2009 2009 2009 2009  2009 2009 2009 2008 
 £ £ £ £ £ £ £ £
Executive Directors        
S Carter 152,250 22,875 411 — 175,536 — 175,536 167,095
S Walther 125,000 18,750 828 — 144,578 1,679 146,257 122,502
I Dale‑Staples (resigned 24 June 2009) 136,000 13,695 3,057 109,525 262,277 6,825 269,102 88,169
Non‑executive Directors        
N Prest 30,000 — — — 30,000 — 30,000 28,500
Sir Robert Walmsley 30,000 — — — 30,000 — 30,000 28,500
Total 473,250 55,320 4,296 109,525 642,391 8,504 650,895 434,766
Nick Prest received £30,000 (2008: £50,000) as a consultant for the year ended 30 April 2009 in accordance with the agreement 
dated 27 February 2006.
The remuneration presented for Ian Dale‑Staples for the year ended 2008 is for the period from 25 October 2007 to 30 April 2008, 
his period in office as a Director of Cohort plc. His total remuneration for the year ended 30 April 2008 was £179,700.
On 5 May 2009, Andy Thomis was appointed to the Board of Cohort plc and from 25 May 2009 became the Chief Executive. 
The annual remuneration of Andy Thomis was initially set at £170,000. 26
Cohort plc Annual Report and Accounts 2009
Independent Auditor’s Report
To the Members of Cohort plc
We have audited the Group and parent company financial statements (the financial statements) on pages 27 to 52. The financial 
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards 
(IFRS) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with 
the provisions of the Companies Act 2006. 
This report is made solely to the Company’s members, as a body, in accordance with Sections 495 and 496 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to 
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions 
we have formed.
Respective responsibilities of Directors and auditors
As more fully explained in the Directors’ responsibilities statement set out on page 20, the Directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view . Our responsibility is to audit the financial 
statements in accordance with applicable law and International Standards on Auditing (United Kingdom and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s (APB) Ethical Standards for Auditors.
Scope	of	the	audit	of	the	financial	statements
A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/UKNP .
Opinion	on	the	financial	statements
In our opinion:
I  the financial statements give a true and fair view of the state of the Group’s and the parent’s affairs as at 30 April 2009 and 
of the Group’s profit for the year then ended;
I  the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; 
I  the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union 
as applied in accordance with the provisions of the Companies Act 2006; and
I  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ report for the financial year for which the financial statements are prepared 
is consistent with the financial statements.
The information in the Directors’ Report also includes that specific information presented in the Chairman’s Statement, 
Chief Executive’s Report, Finance Director’s Review and Operational Review that is cross referred from the Principal activities, 
business review and future developments section of the Director’s Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, 
in our opinion:
I  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been 
received from branches not visited by us; or
I  the parent company financial statements are not in agreement with the accounting records and returns; or
I  certain disclosures of Directors’ remuneration specified by law are not made; or
I  we have not received all the information and explanations we require for our audit.
Jonathan Ericson (Senior Statutory Auditor)
For and on behalf of Baker Tilly UK Audit LLP , Statutory Auditor 
Chartered Accountants
12 Gleneagles Court
Brighton Road
Crawley
West Sussex RH10 6AD
3 July 2009 27
Cohort plc Annual Report and Accounts 2009
Consolidated Income Statement
For the year ended 30 April 2009
      2009 2008 
     Notes £’000 £’000
Revenue     1 78,571 57,093
Cost of sales      (54,001) (40,386)
Gross	profit      24,570 16,707
Administrative expenses      (16,470) (10,597)
Adjusted	oper ating	profit*     1 8,100 6,110
Amortisation of other intangible assets     10 (540) (481)
Exceptional items     3 (674) (17)
Oper ating	profit     1 6,886 5,612
Share of result of joint ventures      (224) (118)
Finance income     5 95 231
Finance costs     6 (303) (156)
Profit	before	tax      6,454 5,569
Income tax expense     7 (1,372) (1,089)
Profit for the year attributable to the equity shareholders of the parent    4 5,082 4,480
Earnings per share      Pence Pence
Basic     9 12.55 12.81
Diluted     9 12.46 12.66
* Adjusted operating profit is the operating profit before exceptional items and amortisation of other intangible assets.
All profit for the year is derived from continuing operations with the exception of the share of result of joint ventures 
and exceptional items which are now discontinued. 28
Cohort plc Annual Report and Accounts 2009
Consolidated and Company Balance Sheets
As at 30 April 2009
 Group Company
     
     2008   
     (restated 
    2009 – note 10) 2009 2008 
   Notes £’000 £’000 £’000 £’000
Assets       
Non‑current assets       
Goodwill   10 31,043 31,043 — —
Other intangible assets   10 1,227 1,987 — —
Property, plant and equipment   11 4,727 4,866 22 —
Investment in subsidiaries   12 — — 42,203 42,422
Deferred tax asset   19 266 49 — —
    37,263 37,945 42,225 42,422
Current assets       
Inventories   13 359 146 — —
Trade and other receivables    14 24,275 20,879 2,067 2,051
Derivative financial instruments   20 178 131 — —
Cash and cash equivalents    7,511 6,081 6,200 —
    32,323 27,237 8,267 2,051
Total assets    69,586 65,182 50,492 44,473
Liabilities       
Current liabilities       
Trade and other payables   15 (16,164) (13,133) (619) (256)
Current tax liabilities    (1,507) (619) — —
Other loans   16 (32) (41) — —
Derivative financial instruments   20 (68) — — —
Bank borrowings   17 (3,167) (3,123) (16,199) (5,740)
Provisions   18 (1,528) (5,783) (280) (5,005)
    (22,466) (22,699) (17,098) (11,001)
Non‑current li abilities       
Other loans   16 — (32) — —
Bank borrowings    17 (615) (792) — —
Deferred tax liability   19 (920) (649) — —
Provisions   18 — (167) — (167)
    (1,535) (1,640) — (167)
Total liabilities    (24,001) (24,339) (17,098) (11,168)
Net assets    45,585 40,843 33,394 33,305
Equity       
Share capital   21 4,059 4,046 4,059 4,046
Share premium account   22 29,297 29,158 29,297 29,158
Hedge reserve   20 (49) — — —
Share option reserve   22 266 200 17 21
Retained earnings   22 12,012 7,439 21 80
Total equity attributable to the equity shareholders of the parent    45,585 40,843 33,394 33,305
The financial statements on pages 27 to 52 were approved by the Board of Directors and authorised for issue on 3 July 2009 and are 
signed on its behalf by:
Andrew Thomis  Simon Walther
Chief Executive  Finance Director 29
Cohort plc Annual Report and Accounts 2009
Consolidated and Company Statements of Changes in Equity
For the year ended 30 April 2009
 Group Company
     
    2009 2008 2009 2008 
   Notes £’000 £’000 £’000 £’000
At 1 May     40,843 20,579 33,305 17,840
Profit/(loss) for the year attributable to equity shareholders of the parent   5,082 4,480 552 (201)
Equity dividends paid   8 (627) (447) (627) (447)
Total recognised income and expense    4,455 4,033 (75) (648)
Issue of new 10p ordinary shares     — 16,433 — 16,433
Costs of new share issue     — (361) — (361)
Cash flow hedges – losses taken to equity (net of tax)   20 (49) — — —
Exercise of share options     152 30 152 30
Share‑based payments   26 184 129 12 11
At 30 April    45,585 40,843 33,394 33,305
See note 22 for the nature and purpose of the constituent elements of the Group and Company equity balances.  30
Cohort plc Annual Report and Accounts 2009
Consolidated and Company Cash Flow Statements
For the year ended 30 April 2009
 Group Company
     
    2009 2008 2009 2008 
   Notes £’000 £’000 £’000 £’000
Net cash generated from/(absorbed by) operating activities   23 7,271 3,235 (166) (1,544)
Cash	flow	from	investing	activ ities       
Interest received    95 231 78 189
Proceeds on disposals of property, plant and equipment    6 — — —
Purchases of property, plant and equipment    (432) (525) (23) —
Acquisition of subsidiaries, net of cash acquired    (4,673) (11,473) (4,673) (12,677)
Net cash used in investing activities    (5,004) (11,767) (4,618) (12,488)
Cash	flow	from	financing	activ ities       
Dividends paid    (627) (447) (627) (447)
Dividends received    — — 1,000 500
Repayment of borrowings    (174) (94) — —
Proceeds on issue of shares    152 7,139 152 7,139
New bank loans raised    — 3,000 — 3,000
Net cash (used in)/generated from financing activities    (649) 9,598 525 10,192
Net increase/(decrease) in cash and cash equivalents    1,618 1,066 (4,259) (3,840)
    At    At 
    1 May   30 April  
    2008 Cash flow Exchange 2009 
Group funds reconciliation    £’000 £’000 £’000 £’000
Cash and bank    6,081 (4,582) (188) 1,311
Short‑term deposits    — 6,200 — 6,200
Total cash and cash equivalents    6,081 1,618 (188) 7,511
Other loans    (73) 41 — (32)
Bank loan    (3,915) 133 — (3,782)
Total debt    (3,988) 174 — (3,814)
Net funds    2,093 1,792 (188) 3,697
Cash and cash equivalents comprise cash held by the Group and short‑term bank deposits with an original maturity of three months 
or less. The carrying amounts of these assets approximate their fair value. 31
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements
For the year ended 30 April 2009
1. Segmental analysis
For management and reporting purposes, the Group currently operates through its three subsidiaries, MASS, SCS and SEA. 
These subsidiaries are the basis on which the Company reports its primary segment information.
The principal activities of the subsidiaries are described on the inside front cover ‘About us’ and in the Operational review 
(pages 10 to 15).
Segment information about these subsidiaries is presented below:
   MASS SCS SEA Eliminations Group 
2009   £’000 £’000 £’000 £’000 £’000
Revenue       
External revenue   20,622 31,045 26,904 — 78,571
Inter‑segment revenue   5 114 — (119) —
   20,627 31,159 26,904 (119) 78,571
Net	profit   2,832 3,343 3,124 — 9,299
Unallocated corporate expenses       (1,199)
Adjusted	oper ating	profit   2,832 3,343 3,124 — 8,100
Amortisation of other intangible assets       (540)
Exceptional items   — — — — (674)
Oper ating	profit   2,832 3,343 3,124 — 6,886
Share of result of joint ventures       (224)
Finance cost (net of income)       (208)
Profit before tax       6,454
Income tax expense       (1,372)
Profit after tax       5,082
All are United Kingdom operations and all are continuing with the exception of the discontinued share of result of joint ventures and the 
exceptional items, which are both in respect of AGS.
Inter‑segment sales are charged at arm’s length rates.
Unallocated corporate expenses are the costs of the Cohort head office.
   MASS SCS SEA Central Group 
Other information   £’000 £’000 £’000 £’000 £’000
Capital additions   22 52 335 23 432
Depreciation   64 133 365 1 563
Balance sheet      Eliminations 
Assets       
Segment assets   4,480 9,854 15,930 (262) 30,002
Unallocated corporate assets       39,584
Consolidated total assets       69,586
Liabilities       
Segment liabilities   (5,282) (7,014) (8,910) 2,142 (19,064)
Unallocated corporate liabilities       (4,937)
Consolidated total liabilities       (24,001)
Unallocated corporate assets primarily comprise goodwill, other intangible assets and cash.
Unallocated corporate liabilities primarily comprise loans and deferred tax liabilities. 32
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
1. Segmental analysis continued
   MASS SCS SEA Eliminations Group 
2008   £’000 £’000 £’000 £’000 £’000
Revenue       
External revenue   17,998 26,087 13,008 — 57,093
Inter‑segment revenue   34 18 — (52) —
   18,032 26,105 13,008 (52) 57,093
Net	profit	  2,271 2,343 2,249 — 6,863
Unallocated corporate expenses       (753)
Adjusted	oper ating	profit   2,271 2,343 2,249 — 6,110
Amortisation of other intangible assets       (481)
Exceptional items   — — (17) — (17)
Oper ating	profit   2,271 2,343 2,232 — 5,612
Share of result of joint ventures       (118)
Finance income (net of costs)       75
Profit before tax       5,569
Income tax expense       (1,089)
Profit after tax       4,480
All are United Kingdom operations and all are continuing.
Inter‑segment sales are charged at arm’s length rates.
Unallocated corporate expenses are the costs of the Cohort head office.
SEA revenue and net profit are for the six months ended 30 April 2008 following its acquisition on 31 October 2007.
   MASS SCS SEA Central Group 
Other information   £’000 £’000 £’000 £’000 £’000
Capital additions   16 193 316 — 525
Depreciation   90 92 281 — 463
Balance sheet      Eliminations 
Assets       
Segment assets   4,499 10,020 12,566 (148) 26,937
Unallocated corporate assets       38,245
Consolidated total assets       65,182
Liabilities       
Segment liabilities   (4,002) (7,480) (7,111) 2,035 (16,558)
Unallocated corporate liabilities       (7,781)
Consolidated total liabilities       (24,339)
Unallocated corporate assets primarily comprise goodwill, other intangible assets and cash.
Unallocated corporate liabilities primarily comprise loans and provisions in respect of earn outs for SEA and MASS.
Geographical segments
The Group’s subsidiaries are all located in the United Kingdom. The following table provides an analysis of the Group’s revenue 
by geographical location of the customer:
      2009 2008 
      £’000 £’000
United Kingdom      69,131 53,100
Other EC countries      4,348 509
Asia Pacific      4,881 3,484
USA      211 —
      78,571 57,093
All the Group’s assets, tangible and intangible, are located in the United Kingdom.
Market segments
The following table provides an analysis of the Group’s revenue by market sector:
      2009 2008 
      £’000 £’000
Defence      66,735 51,752
Transport      4,558 1,677
Space      4,219 1,218
Other commercial (including off‑shore)      3,059 2,446
      78,571 57,093 33
Cohort plc Annual Report and Accounts 2009
2.	Employee	benefit	expense	(including	Directors)
      2009 2008 
      £’000 £’000
Wages and salaries      28,901 20,764
Social security costs      3,271 2,303
Defined contribution pension plan costs      1,326 848
Share‑based payments      184 129
      33,682 24,044
Average number of employees (including Directors)
      2009 2008 
      Number Number
Other operational      487 349
Managed services      49 45
Total operational      536 394
Administration and support      109 74
      645 468
The above disclosures include Directors. Directors’ emoluments and share option details are disclosed separately in the 
Remuneration & Appointments committee report on pages 24 and 25.
3. Exceptional items
      2009 2008 
      £’000 £’000
Charge in respect of withdrawing from the Group’s joint venture interest in AGS     (674) —
Loss on the sale of property, plant and equipment      — (17)
      (674) (17)
All exceptional items are in respect of continuing operations with the exception of AGS, which is now discontinued. 
4.	Profit	for	the	year
The profit for the year has been arrived at after charging/(crediting): 
      2009 2008 
     Notes £’000 £’000
Net foreign exchange losses/(gains)      57 (131)
Research and development costs      7,078 5,495
Depreciation     11 563 463
Amortisation of other intangible assets     10 540 481
Cost of inventories recognised as expenses      16,693 10,926
Employee benefit expenses (excluding share‑based payments)     2 33,498 23,915
Share‑based payments     26 184 129
All of the above charges/(credits) are in respect of continuing operations.
Auditor’s remuneration
The analysis of the auditor’s (Baker Tilly UK Audit LLP) remuneration is as follows:
      2009 2008 
      £’000 £’000
Fees payable to the Company’s auditor for the audit of the Company’s and consolidated accounts   17 15
Fees payable to the Company’s auditor for the audit of the Company’s subsidiaries    60 60
Total audit fees      77 75
Tax services      14 17
Other services pursuant to legislation      6 7
Corporate finance services      — 102
Total non‑audit fees      20 126
Total fees paid to the auditor and its associates      97 201
Charged to profit for the year      97 99
Charged to goodwill on acquisition of SEA in relation to corporate finance activity    — 102
      97 201
Fees payable to Baker Tilly UK Audit LLP and their associates for non‑audit services to the Company are not required to be 
disclosed because the consolidated financial statements are required to disclose such fees on a consolidated basis only. 34
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
5. Finance income
      2009 2008 
      £’000 £’000
Interest on bank deposits      83 231
Other interest receivable      12 —
      95 231
All finance income is in respect of continuing operations.
6. Finance costs
      2009 2008 
      £’000 £’000
Interest on loans wholly repayable in more than five years      28 22
Bank and short‑term interest      275 134
      303 156
All finance costs are in respect of continuing operations.
7. Income tax expense
      2009 2008 
      £’000 £’000
Current tax: in respect of this year      1,299 710
Current tax: in respect of prior periods      — —
Deferred tax (see note 19)      73 379
      1,372 1,089
The corporation tax is calculated at 28% (2008: 29.8%) of the estimated assessable profit for the year , as disclosed below. The tax rate 
for 2008 is a weighted average of 30% for eleven months and 28% for one month.
The tax charge for the year is reconciled to the profit before tax per the income statement as follows:
    2009 2009 2008 2008 
Group    £’000 % £’000 %
Profit before tax    6,454  5,569 
Tax at United Kingdom corporation tax rate of 28.0% (2008: 29.8%)    1,807 28.0 1,661 29.8
Tax effect of expenses not allowable for tax purposes    45  14 
Tax effect of depreciation in excess of capital allowances    26  25 
Tax effect of research and development credits    (1,168)  (509) 
Tax effect of brought forward losses on current tax    —  (538) 
Tax effect of amortisation of other intangible assets    151  143 
Tax effect of share‑based payments    52  38 
Tax effect of share options exercised    (19)  — 
Tax effect of other short‑term timing differences    153  (134) 
Tax effect of disallowed share of joint venture undertakings    63  35 
Tax effect of disallowed exceptional items    189  — 
Tax effect of allowable losses for joint ventures    —  (25) 
Tax effect of deferred tax movement    73  379 
Income tax expense and effective tax rate for the year    1,372 21.3 1,089 19.6
The tax charge is all in respect of continuing operations. 
In addition to the amount charged to the income statement for the year ended 30 April 2008, deferred tax relating to the 
revaluation of the Group’s land and buildings amounting to £0.7m was charged directly to goodwill on the acquisition of SEA. 
8. Dividends
      2009 2008 
      £’000 £’000
Amounts recognised as distributions to equity holders in the period:       
Final dividend in respect of the year ended 30 April 2008 at 1.00p per ordinary share (2007: 0.90p per ordinary share) 405 265
Interim dividend in respect of the year ended 30 April 2009 at 0.55p per ordinary share (2008: 0.45p per ordinary share) 222 182
      627 447
Proposed final dividend for the year ended 30 April 2009 at 1.20p per ordinary share (2008: 1.00p per ordinary share) 487 405
The proposed final dividend is subject to approval by shareholders at the AGM to be held on 27 August 2009 and has not been 
included as a liability in these financial statements. 
If approved, this dividend will be paid on 2 September 2009 to shareholders on the register as at 7 August 2009. 35
Cohort plc Annual Report and Accounts 2009
9. Earnings per share
The earnings per share are calculated as follows:
 2009 2008
    
  Weighted   Weighted   
  average   average   
  number  Earnings number  Earnings 
  of shares Earnings per share of shares Earnings per share 
  Number £’000 Pence Number £’000 Pence
Basic earnings (net profit attributable 
to equity holders of Cohort plc)  40,491,561 5,082 12.55 34,960,426 4,480 12.81
Share options  294,780 — — 423,731 — —
Diluted earnings  40,786,341 5,082 12.46 35,384,157 4,480 12.66
The basic earnings per share are calculated by dividing the profit attributable to equity holders of the parent company (Cohort plc) 
by the weighted average number of ordinary shares in issue during the year. The diluted earnings per share are calculated by dividing 
the profit attributable to equity holders of the parent company by the weighted average number of shares in issue during the year 
as adjusted for the effects of potentially dilutive share options. 
In addition, the adjusted earnings per share of the Group are calculated in a similar manner to the basic earnings per share with 
the adjustments to the basic earnings as shown below:
 2009 2008
    
  Weighted   Weighted   
  average   average   
  number  Earnings number  Earnings 
  of shares Earnings per share of shares Earnings per share 
 Note Number £’000 Pence Number £’000 Pence
Basic earnings  40,491,561 5,082 12.55 34,960,426 4,480 12.81
Exceptional items (net of income tax) 3 — 674 — — 17 —
Amortisation of other intangible assets 10 — 540 — — 481 —
Share of result of joint ventures (net of income tax)  — 224 — — 118 —
Adjusted earnings  40,491,561 6,520 16.10 34,960,426 5,096 14.58
Share options  294,780 — — 423,731 — —
Diluted adjusted earnings  40,786,341 6,520 15.98 35,384,157 5,096 14.40
The adjusted earnings are in respect of continuing operations. The share of result of joint ventures and the exceptional items 
(for 2009) are in respect of discontinued operations. 
10. Goodwill and other intangible assets
 Goodwill Other intangible assets
    
  SEA MASS Group SEA MASS Group 
  £’000 £’000 £’000 £’000 £’000 £’000
Cost       
At 1 May 2007  — 12,162 12,162 — 1,560 1,560
Recognised on acquisition of a subsidiary  18,492 — 18,492 1,160 — 1,160
Adjustment to goodwill of previously acquired subsidiaries  403 (14) 389 — — —
At 1 May 2008 (restated)  18,895 12,148 31,043 1,160 1,560 2,720
Adjustment to other intangible assets of previously acquired subsidiaries — — — — (220) (220)
At 30 April 2009  18,895 12,148 31,043 1,160 1,340 2,500
Amortisation       
At 1 May 2007  — — — — 252 252
Charge for the year ended 30 April 2008  — — — 145 336 481
At 1 May 2008  — — — 145 588 733
Charge for the year ended 30 April 2009  — — — 290 250 540
At 30 April 2009  — — — 435 838 1,273
Net book value       
At 30 April 2009  18,895 12,148 31,043 725 502 1,227
At 30 April 2008 (restated)  18,895 12,148 31,043 1,015 972 1,987
At 30 April 2007  — 12,162 12,162 — 1,308 1,308
Goodwill arises on the acquisition of subsidiaries. These subsidiaries are the cash‑generating units to which goodwill has been allocated.
The goodwill recognised on acquisition of a subsidiary in the period ended 30 April 2008 relates to the acquisition of SEA. This goodwill 
was originally recognised on acquisition (31 October 2007) at £18,492,000 and revised during the twelve months ended 31 October 2008 
by the provision of £402,000 in respect of losses associated with acquired contracts and a further £1,000 of acquisition costs in respect 
of the settlement of the SEA earn‑out.
The adjustment to other intangible assets of previously acquired subsidiaries reflects the settlement of the MASS earn‑out at 
£280,000 (including costs), £220,000 less than the provision (£500,000) established at the time of acquisition. The amortisation 
has been adjusted accordingly. 36
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
10. Goodwill and other intangible assets continued
The amortisation charge described on page 35 is disclosed as ‘Amortisation of other intangible assets’ in the income statement.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the subsidiaries (cash generating units) are determined from value in use calculations.
The key assumptions for the value in use calculations are those regarding discount rates, growth rates and any other factors 
which may affect future performance as known of in the current period.
The Group’s subsidiaries have prepared cash flow forecasts as part of the recent annual budgetary process, as approved by 
management. This provides the next three years’ cash flow forecasts which have been extrapolated forward at an estimated 
long‑term growth rate of 2.25%. To this has been applied the Group’s estimated weighted average cost of capital of 11%.
On the basis of these tests, no impairment of goodwill has arisen in the year ended 30 April 2009.
The other intangible assets also arise on the acquisition of the subsidiaries and are analysed above.
These intangible assets are in respect of acquired contracts of each of MASS and SEA and contracts to be secured in respect of MASS.
The other intangible assets are amortised over the expected lives of acquired contracts and contracts to be secured, as follows:
       Remaining 
       period of 
     Other  amortisation at 
     intangible Expected 30 April  
     assets life 2009 
     £’000 years Years
MASS:       
Contracts acquired     1,060 4 1.25
Contracts to be secured     280 7 4.25
     1,340  
SEA:       
Contracts acquired     1,160 4 2.50
The contracts to be secured were in respect of certain overseas opportunities for which further consideration was payable if secured in 
accordance with the terms of the acquisition of MASS. This figure was reduced from the estimate of £500,000 at the date of acquisition 
to £280,000 following settlement of the MASS earn‑out on 5 June 2009. 
11. Property, plant and equipment
      Equipment,  
     Land and fixtures and  
     buildings fittings Total 
Group     £’000 £’000 £’000
Cost       
At 1 May 2007     — 668 668
Acquired     4,304 2,322 6,626
Additions     3 522 525
Disposals     — (536) (536)
At 1 May 2008     4,307 2,976 7,283
Additions     2 430 432
Disposals     — (142) (142)
At 30 April 2009     4,309 3,264 7,573
Depreciation       
At 1 May 2007     — 386 386
Acquired     305 1,782 2,087
Charge in the year     41 422 463
Eliminated on disposal     — (519) (519)
At 1 May 2008     346 2,071 2,417
Charge in the year     82 481 563
Eliminated on disposal     — (134) (134)
At 30 April 2009     428 2,418 2,846
Net book value       
At 30 April 2009     3,881 846 4,727
At 30 April 2008     3,961 905 4,866
At 30 April 2007     — 282 282
The Company’s property, plant and equipment were £22,000 at 30 April 2009 (2008: £Nil, 2007: £Nil).
The depreciation charge is disclosed within ‘administrative expenses’ in the income statement. 
The land and buildings is a revalued asset on acquisition. The property, plant and equipment has been pledged to secure 
the Group’s banking facilities. 37
Cohort plc Annual Report and Accounts 2009
12. Investment in subsidiaries and joint ventures
 Group Company
     
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
Subsidiary undertakings    — — 42,203 42,422
Joint ventures    — — — —
    — — 42,203 42,422
The change in investments for the year were an addition of £1,000 to the SEA investment as a result of costs associated with the 
settlement of the earn‑out and a reduction of £220,000 in the investment in MASS after the settlement of the MASS earn‑out on 
5 June 2009 (see note 10).
Aggregated amounts relating to joint ventures were as follows:
      2009 2008 
      £’000 £’000
Current assets      28 48
Current liabilities      (1,208) (750)
Revenue      17 203
Expenses      (495) (439)
Loss      (478) (236)
The net negative investment in joint ventures at 30 April 2009 of £1,039,000 (2008: £351,000) has been offset against amounts 
recoverable from joint ventures within trade debtors and receivables (see note 14).
A list of the significant investments in joint ventures and subsidiaries is as follows: 
   Proportion of  
   shareholding  
 Country of Type of and voting  
Name of Company registration shares rights held Nature of business
Directly owned:    
Systems Consultants Services Limited (SCS) England Ordinary 100% Technical consultancy
MASS Limited England Ordinary 100% Holding company of MASS Consultants Limited
SEA Group Limited (SEA) England Ordinary 100% Holding company of Systems Engineering and 
    Assessment Ltd, Beckington Castle Ltd and 
    various dormant subsidiaries
Held through a subsidiary:    
MASS Consultants Limited (MASS) England Ordinary 100% Electronic warfare, managed services, secure 
    communications and IT support services
Systems Engineering & Assessment Limited England Ordinary 100% Deliverer of systems engineering, software 
    and electronic engineering services and 
    solutions to Defence, Space, Transport 
    and Off‑shore sectors
Beckington Castle Limited England Ordinary 100% Property company holding freehold 
    of Beckington Castle
Advanced Geospatial Solutions Limited (AGS)  England Ordinary 50% 3D mapping technology
Digital Millennium Map LLP (DMM) England Ordinary 25% 2D digital mapping – in administration
AGS is accounted for using the equity method of accounting and is reported overleaf. DMM is not accounted for under the equity 
method of accounting as the Group ceased to have an active participation from 1 November 2006. For information, the performance 
of DMM for the year ended 30 April 2009 was as follows:
      Year ended  Cumulative to 
      30 April 30 April  
      2009 2009 
      £’000 £’000
Unrecognised share of profit/(loss)      170 (308)
Revenues      687 2,376
Expenses      (8) (3,609)
Profit/(loss)      679 (1,233)
      2009 2008 
      £’000 £’000
Total assets      44 60
Total liabilities      (3) (370) 38
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
12. Investment in subsidiaries and joint ventures continued
Company
The Company’s investments in subsidiaries are as follows:
      2009 2008 
      £’000 £’000
MASS      14,328 14,548
SCS      1,584 1,584
SEA      26,291 26,290
      42,203 42,422
The increase in the SEA investment was £1,000 of costs related to the settlement of the earn‑out. The reduction in the MASS investment 
was the settlement of the earn‑out for £280,000, £220,000 below the estimated earn‑out provision at the time of acquisition.
13. Inventories
       2008 
      2009 (restated) 
      £’000 £’000
Finished goods      359 146
The 2008 inventory included certain elements of work in progress (£895,000) which have now been disclosed as part of amounts 
recoverable on contracts (see note 14).
14. Trade and other receivables
 Group Company
     
     2008  
    2009 (restated) 2009 2008 
    £’000 £’000 £’000 £’000
Amounts due from subsidiary undertakings    — — 2,028 1,906
Amounts owed by joint ventures    — 277 — —
Trade receivables    16,082 15,587 — 118
Amounts recoverable on contracts    7,055 4,182 — —
Prepayments and accrued income    1,138 833 39 27
    24,275 20,879 2,067 2,051
The average credit period taken on sales of goods is 52 days (2008: 65 days). Of the trade receivables balance, £3.3m was considered 
overdue at 30 April 2009. An allowance has been made for estimated recoverable amounts from the sale of goods and services of £Nil 
(2008: £8,000). This allowance is determined by management’s best estimate, by referencing to the particular receivables over 
which doubt may exist.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The largest trade 
receivable to which the Group is exposed at 30 April 2009 is the MOD, a balance outstanding of £8.1m (30 April 2008: £6.6m).
Trade receivables includes £1.1m denominated in foreign currency.
The 2008 trade and other receivables has been restated to include certain elements of work in progress (£895,000), previously 
disclosed in inventories (see note 13).
15. Trade and other payables
 Group Company
     
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
Advance receipts    2,509 2,152 — —
Trade payables    7,623 4,111 55 256
Other payables    14 8 14 —
Social security and other taxes    2,499 3,031 15 —
Accruals    3,519 3,831 535 —
    16,164 13,133 619 256
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing contract costs. Advance 
receipts reflect invoicing ahead of work done in accordance with contracted terms. The average credit period taken for trade 
purchases is 47 days (2008: 40 days). 
Social security and other taxes includes employment taxes and VAT .
The Directors consider that the carrying amount of trade payables approximates to their fair values.  39
Cohort plc Annual Report and Accounts 2009
16. Other loans
The other loans are in respect of financing assets acquired in the past by SEA. They are not finance leases and are not secured over 
the asset financed or any other asset of the Group.
 Group Company
     
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
Other loans    32 73 — —
These borrowings are repayable as follows:
 Group Company
     
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
On demand or within one year    32 41 — —
In the second year    — 32 — —
    32 73 — —
Less: amounts due for settlement within twelve months (shown under current liabilities)  (32) (41) — —
Amount due for settlement after twelve months    — 32 — —
All borrowings are in sterling.
The weighted average interest rates paid were as follows:
      2009 2008 
      % %
Other loans      7.10 7.10
The Directors consider the carrying amount of other loans approximates to their fair values.
17. Bank borrowings
 Group Company
     
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
Bank overdrafts    — — 13,199 2,740
Bank loans    3,782 3,915 3,000 3,000
    3,782 3,915 16,199 5,740
These borrowings are repayable as follows:
 Group Company
     
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
On demand or within one year    3,167 3,123 16,199 5,740
In the second year    171 131 — —
In the third to fifth years inclusive    302 335 — —
After five years    142 326 — —
    3,782 3,915 16,199 5,740
Less: amounts due for settlement within twelve months (shown under current liabilities)  (3,167) (3,123) (16,199) (5,740)
Amount due for settlement after twelve months    615 792 — —
All borrowings are in sterling and secured over all the fixed and floating assets of the Group.
The weighted average interest rates paid were as follows:
      2009 2008 
      % %
Bank overdrafts      — —
Bank loans      6.03 7.10
The bank overdrafts are repayable on demand. The Group operates a sterling current account offset facility and at 30 April 2009, 
the Group had no overall overdraft facility drawn. The interest rate applicable to the overdraft facility when drawn is at 1.75% 
above the Bank of England base rate. 40
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
17. Bank borrowings continued
The bank loans of the Group are as follows:
i)  £3.0m structured debt facility of 364 days with an option to term the loan out (fix the repayment period) for up to three years 
during the 364 day period, at a floating rate of 1.50% to 2.25% above LIBOR, fixed in advance on one to six month terms; and 
ii)  £0.8m in mortgages repayable over 15 years with completion dates of 26 February 2012 and 8 July 2017 for £0.2m and 
£0.6m respectively.
The interest rates on these mortgages are floating at 1.5% above LIBOR with £612,000 fixed via an interest rate swap at 7.38%.
The weighted average period until maturity of the fixed interest loan was seven years and for the variable rate loans was one year .
At 30 April 2009, the Group had available £2.5m of undrawn committed overdraft facility and £7.0m of undrawn committed 
structured debt facility in respect of which all conditions precedent had been met. The Directors consider the carrying amount 
of bank borrowings approximate their fair value.
The Group’s net funds at 30 April 2009 of £3.7m are all with RBS. 
18. Provisions
      Other  
      contract  
  SEA MASS Withdrawal  related  
  earn‑out earn‑out from AGS Warranty provisions Total 
Group  £’000 £’000 £’000 £’000 £’000 £’000
At 1 May 2007  — 500 — 60 — 560
Set up on acquisition  4,672 — — — 402 5,074
Charged to the income statement  — — — 41 275 316
At 1 May 2008 (restated)  4,672 500 — 101 677 5,950
Charged to the income statement  — — 210 42 218 470
Adjustment to other intangible assets   — (220) — — — (220)
Earn‑out payment  (4,672) — — — — (4,672)
At 30 April 2009  — 280 210 143 895 1,528
At 30 April 2009:       
Provisions due less than one year  — 280 210 143 895 1,528
Provisions due greater than one year  — — — — — —
  — 280 210 143 895 1,528
At 30 April 2008 (restated):       
Provisions due less than one year  4,672 333 — 101 677 5,783
Provisions due greater than one year  — 167 — — — 167
  4,672 500 — 101 677 5,950
The balance at 1 May 2008 has been restated from £5,548,000 to £5,950,000 by a £402,000 increase in the set up on acquisition 
provision in respect of other contract related provisions acquired with SEA.
The SEA earn‑out was earned in full and paid on 11 July 2008.
The MASS earn‑out is in respect of the obligation of the Group to settle deferred consideration payable to the vendors of MASS on 
receiving certain overseas contracts as set out in the sale and purchase agreement pertaining to the acquisition. On 5 June 2009, 
agreement was reached to pay the vendors of MASS £280,000 (after costs) in full settlement of the earn‑out. The earn‑out was 
paid on 11 June 2009.
The charge to the income statement in respect of AGS is the estimated cost to the Group of withdrawing from this joint 
venture investment.
The warranty provisions are management’s best estimates of the Group’s liability under warranties granted on software and other 
products supplied and is based upon past experience. The timing of such expenditure is uncertain although warranties have a time 
limit of no more than twelve months, unless a longer warranty period is purchased by the customer.
The other contract related provisions are management’s best estimate of the Group’s exposure to contract related costs 
and undertakings which are in addition to contract accruals. The timing of these is uncertain but expected to be resolved within 
twelve months of the balance sheet date. 41
Cohort plc Annual Report and Accounts 2009
18. Provisions continued
     SEA MASS  
     earn‑out earn‑out Total 
Company     £’000 £’000 £’000
At 1 May 2007     — 500 500
Set up on acquisition or acquired     4,672 — 4,672
At 1 May 2008     4,672 500 5,172
Adjustment to other intangible assets      — (220) (220)
Earn‑out payment     (4,672) — (4,672)
At 30 April 2009     — 280 280
At 30 April 2009:       
Provisions due less than one year     — 280 280
Provisions due greater than one year     — — —
     — 280 280
At 30 April 2008:       
Provisions due less than one year     4,672 333 5,005
Provisions due greater than one year     — 167 167
     4,672 500 5,172
19. Deferred tax
   Other short     
  Accelerated tax term timing Revaluation    
  depreciation differences of building Tax losses Derivatives Group 
  £’000 £’000 £’000 £’000 £’000 £’000
At 1 May 2007  71 — — — — 71
Charge to the income statement  (9) — — (370) — (379)
On acquisition of subsidiary  (19) 6 (649) 370 — (292)
At 1 May 2008  43 6 (649) — — (600)
(Charge)/credit to the income statement  (283) 260 — — (50) (73)
Credit to equity  — — — — 19 19
At 30 April 2009  (240) 266 (649) — (31) (654)
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) 
for financial reporting purposes:
      2009 2008 
      £’000 £’000
Asset      266 49
Liability      (920) (649)
      (654) (600)
At the balance sheet date the Group had unused trading tax losses within its subsidiaries of £1.7m (2008: losses of £1.8m) available 
for offset against future profits. No deferred tax asset has been recognised in respect of these losses due to the unpredictability 
of future taxable profit streams arising from the level of R&D credits. 
These tax losses can all be carried forward indefinitely.
The deferred tax liability in respect of the revaluation of freehold buildings arose on the acquisition of SEA and is the potential 
tax liability payable on the revaluation gain in respect of the building with reference to its historical cost.
The Company deferred tax balance at 30 April 2009 is £Nil (2008: £Nil). 42
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
20.	Derivative	financial	instruments
      2009 2008 
      £’000 £’000
Assets      
Foreign currency forward contracts      178 131
Liabilities      
Interest rate swap      (68) —
Deferred tax on interest rate swap (see note 19)      19 —
      (49) —
Currency derivatives
The Group utilises forward currency contracts to hedge significant future transactions and cash flows. The Group is party to a number 
of foreign currency forward contracts in the management of its foreign exchange rate exposure.
At the balance sheet date, the total notional amount of outstanding foreign currency forward contracts that the Group was 
committed to were as follows:
      2009 2008 
      £’000 £’000
Contracts to sell euro and buy pounds sterling      3,493 2,228
At 30 April 2009, the fair value of the Group’s currency derivatives is estimated to be approximately £3,671,000 (2008: £2,359,000). 
These amounts are based on closing exchange rates.
£2,078,000 has been transferred to the income statement in respect of contracts that matured in the year.
£47,000 has been credited to the income statement in respect of marking the outstanding contracts at 30 April 2009 (2008: £131,000) 
to fair value with a corresponding adjustment to the derivative financial instrument recognised in the balance sheet as an asset 
of £178,000 at 30 April 2009 (2008: £131,000).
Interest rate swaps
The Group uses an interest rate swap to manage its exposure to interest rate movements on its mortgage borrowings.
A contract with nominal value of £612,000 has fixed interest payments at a rate of 7.38% for periods up until August 2016.
The fair value of the swap entered into at 30 April 2009 is estimated at £544,000 (2008: £626,000). These amounts are based 
on market values of equivalent instruments at 30 April 2009.
This interest rate swap is designated and effective as a cash flow hedge. The fair value (£68,000) has been recognised as a charge 
to equity with a corresponding credit to derivative financial instruments as recognised in the balance sheet at 30 April 2009 
(2008: £Nil). 
21. Called up share capital
      2009 2008 
      Number Number
Authorised share capital of 10p ordinary shares      50,000,000 50,000,000
Allotted, called up and fully paid 10p ordinary shares      40,590,943 40,456,417
Movement in allotted, called up and fully paid 10 pence ordinary shares:
       Number
At 1 May 2008       40,456,417
Share options exercised       134,526
At 30 April 2009       40,590,943
The following share options were unexercised at 30 April 2009:
  Options over   
  10p ordinary Option  
 Date of  shares price Exercise 
Description of option grant Number £ period
Cohort plc 2006 Share option scheme 8 March 2006 225,608 1.23 9 March 2009 to 8 March 2016
 10 July 2006 42,554 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
 21 August 2007 126,525 1.66 22 August 2010 to 21 August 2017
 11 July 2008 563,033 1.89 12 July 2011 to 11 July 2018
  1,226,247  
Save as you earn (SAYE) scheme 5 May 2006 180,024 1.23 
 26 January 2007 170,444 1.45 
 4 February 2008 434,068 1.33 
  784,536  
  2,010,783   43
Cohort plc Annual Report and Accounts 2009
22. Reserves
   Share  Share  Profit   
   premium  option Hedge and loss Total 
   account reserve reserve account reserves 
Group   £’000 £’000 £’000 £’000 £’000
At 1 May 2007   14,155 71 — 3,406 17,632
Shares issued on acquisition of SEA   15,337 — — — 15,337
Cost of share issue   (361) — — — (361)
Share options exercised   27 — — — 27
Equity dividends   — — — (447) (447)
Share‑based payments   — 129 — — 129
Profit for the year   — — — 4,480 4,480
At 1 May 2008   29,158 200 — 7,439 36,797
Share options exercised   139 — — — 139
Equity dividends   — — — (627) (627)
Cash flow hedges – losses taken to equity (net of tax)   — — (49) — (49)
Share‑based payments   — 184 — — 184
Transfer of share option reserve on vesting of options   — (118) — 118 —
Profit for the year   — — — 5,082 5,082
At 30 April 2009   29,297 266 (49) 12,012 41,526
    Share  Share Profit   
    premium  option and loss Total 
    account reserve account reserves 
Company    £’000 £’000 £’000 £’000
At 1 May 2007    14,155 10 728 14,893
Shares issued on acquisition of SEA    15,337 — — 15,337
Cost of share issue    (361) — — (361)
Share options exercised    27 — — 27
Equity dividends    — — (447) (447)
Share‑based payments    — 11 — 11
Loss for the year    — — (201) (201)
At 1 May 2008    29,158 21 80 29,259
Share options exercised    139 — — 139
Equity dividends    — — (627) (627)
Share‑based payments    — 12 — 12
Transfer of share option reserve on vesting of options    — (16) 16 —
Profit for the year    — — 552 552
At 30 April 2009    29,297 17 21 29,335
23. Net cash generated from/(absorbed by) operating activities
 Group Company
     
    2009 2008 2009 2008 
    £’000 £’000 £’000 £’000
Profit/(loss) for the year    5,082 4,480 552 (201)
Adjustments for:       
Share of results of joint ventures    224 118 — —
Tax expense/(credit)    1,372 1,089 (148) (81)
Depreciation of property, plant and equipment    563 463 1 —
Amortisation of other intangible assets    540 481 — —
Exceptional items    674 17 — —
Net finance cost/(income)    208 (75) 167 (71)
Share‑based payment    184 129 12 11
Derivative financial instruments    (47) (131) — —
Increase in provisions    612 316 — —
Operating cash flows before movements in working capital    9,412 6,887 584 (342)
Increase in inventories    (213) (72) — —
Increase in receivables    (4,084) (7,243) (406) (1,318)
Increase in payables    2,867 4,326 (99) 234
    (1,430) (2,989) (505) (1,084)
Cash generated from/(absorbed by) operations    7,982 3,898 79 (1,426)
Tax paid    (408) (507) — —
Interest paid    (303) (156) (245) (118)
Net cash generated from/(absorbed by) operating activities    7,271 3,235 (166) (1,544) 44
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
24. Commitments
There were no capital commitments at 30 April 2009 (2008: £Nil). 
25. Operating lease arrangements
      2009 2008 
Group      £’000 £’000
Minimum lease payments under operating leases recognised as an expense in the year:     
– land and buildings      759 456
– other      151 58
      910 514
At 30 April 2009 the Group had outstanding commitments for future minimum lease payments under non‑cancellable operating 
leases which fall due as follows:
      2009 2008 
      £’000 £’000
Land and buildings:       
– leases which expire within one year      33 61
– leases which expire in the second to fifth year inclusive      796 682
– leases which expire after five years      2,995 4,112
      3,824 4,855
Other:       
– leases which expire within one year      16 93
– leases which expire in the second to fifth year inclusive      76 105
– leases which expire after five years      202 5
      294 203
      4,118 5,058
Significant leasing arrangements held by the Group are in respect of its operating facilities in St Neots, Lincoln, Bristol and 
Henley‑on‑Thames.
In respect of all the Group’s operating leases (including the Company’s), there is no contingent rent payable, no escalation clauses 
and no restrictions for further leasing or restrictions on the Group’s ability to access debt or pay dividends.
None of the significant operating leases entered into by the Group have any renewal or purchase options.
      2009 2008 
Company      £’000 £’000
Minimum lease payments under operating leases recognised as an expense in the year:     
– land and buildings      73 61
At 30 April 2009 the Company had outstanding commitments for future minimum lease payments under non cancellable operating 
leases which fall due as follows:
      2009 2008 
      £’000 £’000
Land and buildings:       
– leases which expire within one year      23 61 45
Cohort plc Annual Report and Accounts 2009
26. 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 SA YE 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.
 2009 2008
     
     Weighted  Weighted 
     average  average 
     exercise  exercise 
     price  price 
    Options £ Options £
Outstanding at 1 May    1,678,769 1.40 1,146,055 1.40
Granted during the year    575,014 1.89 587,079 1.39
Forfeited during the year    (108,474) 1.41 (29,975) 1.36
Exercised during the year    (134,526) 1.13 (24,390) 1.23
Expired during the year    — — — —
Outstanding at 30 April    2,010,783 1.56 1,678,769 1.40
Exercisable at 30 April    242,660 1.26 38,889 0.90
The weighted average share price at the date of exercise for share options exercised during the year was £1.60 (2008: £1.61). 
The options outstanding at 30 April 2009 had a weighted average exercise price of £1.56 (2008: £1.40) and a weighted average 
remaining contractual life of six years (2008: five years).
In the year ended 30 April 2009, options were granted on 11 July 2008. The fair value of the options granted on that date was £1.89. 
In the year ended 30 April 2008, options were granted on 21 August 2007 and 4 February 2008. The aggregate of the estimated fair 
values of the options granted on those dates was £1.40.
The inputs into the Quoted Companies Alliance model, a Black Scholes based binominal model, are as follows:
     2009  2008
Weighted average share price     £1.82  £1.68
Weighted average exercise price     £1.56  £1.40
Expected volatility     20%  20%
Risk free rate    2.91% – 5.75% 5.44% – 5.75%
Leaver rate (per annum)     6.5%  6.5%
Dividend yield   0.26% – 0.33%  0.26%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous two years. 
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 a cost of £184,000 (2008: £129,000) relating to equity‑settled share‑based payment transactions, an equivalent 
amount being transferred to the share option reserve (see note 22).
27. Pension commitments
The Group makes contributions to defined contribution stakeholder pension schemes. The contributions for the year of £1,326,000 
(2008: £848,000) were charged to the income statement. Contributions outstanding at 30 April 2009 was £195,000. 46
Cohort plc Annual Report and Accounts 2009
Notes to the Financial Statements continued
For the year ended 30 April 2009
28. Related party transactions
Transactions between the Company and its subsidiaries are as follows:
     Management Dividends Group relief 
     fees received received from surrendered to 
     from subsidiaries subsidiaries subsidiaries 
     £’000 £’000 £’000
2009     800 1,000 148
2008     400 — 92
Transactions between the Group and its joint ventures are disclosed below:
       Changes in 
       loans/current 
      Investment account/ 
    Purchases Sales in year sales ledger 
    £’000 £’000 £’000 £’000
Advanced Geospatial Solutions (AGS)       
2009    — — — (67)
2008    — — — 277
Digital Millennium Map LLP (DMM)       
2009    — — (30) (42)
2008    — — — —
The change in the loans, current accounts and sales ledgers reflects purchases, sales and support costs to the related party undertakings.
The relationships are described as follows:
AGS – the interest in which is owned by SCS, a 50% joint venture.
DMM – the interest in which is owned by SCS, formerly a 25% joint venture. From 1 November 2006 this has been accounted 
for as an investment, the Group no longer having an active participation in this entity.
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 & Appointments committee on pages 24 and 25. 
During the year ended 30 April 2009, the Directors of Cohort plc received dividends from the Company as follows:
      2009 2008 
      £ £
S Carter      165,009 143,717
N Prest      32,001 26,927
S Walther      155 135
Sir Robert Walmsley      277 225
I Dale‑Staples (resigned 24 June 2009)      31,978 9,284
      229,420 180,288
Further details of the remuneration of the Directors are set out in the Remuneration & Appointments committee report (pages 24 to 25).
The aggregate remuneration details of the key management of the Group were as follows:
      2009 2008 
      £ £
Salary (including any allowances, benefits and employers NI)       1,074,792 790,016
Employers pension contribution      23,942 10,253
Long‑term benefits      — —
Termination payments or benefits      119,254 —
Share option cost      37,432 20,898
      1,255,420 821,167
The key management of the Group is the Board of Cohort plc plus the Managing Director of each subsidiary. 47
Cohort plc Annual Report and Accounts 2009
Accounting Policies
Basis of accounting
The Group and Company financial statements have been prepared in accordance with applicable International Financial Reporting 
Standards (IFRS). The financial statements have also been prepared in accordance with IFRS as adopted by the European Union. 
The financial statements have been prepared on the historical cost basis, except for the revaluation of land and buildings and 
derivative financial instruments. The principal accounting policies are set out below.
The figures in the financial statements have been presented in thousands of pounds sterling except where otherwise indicated.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings made 
up to 30 April 2009. Subsidiaries acquired during the year are consolidated from the date of acquisition, using the purchase method 
(see Business combinations below).
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line 
with those used by the Group. This is necessary as the Group’s subsidiaries continue to prepare statutory financial statements 
in accordance with UK GAAP . 
All intra‑group transactions, balances, income and expenses are eliminated on consolidation.
The results, assets and liabilities of the joint venture of the Group have been incorporated in these financial statements using 
the equity method of accounting.
Advanced Geospatial Solutions Limited (AGS) has been accounted for as a joint venture for the entire year.
The Company has not presented its own profit and loss account, as permitted by Section 408 of the Companies Act 2006. 
The profit in the income statement of the Company is disclosed in the Directors’ report.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured as the 
aggregate of the fair values, at the completion date, of assets acquired, liabilities incurred or assumed and equity instruments 
issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business 
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. 
If, after reassessment, which is a point in time greater than twelve months after the completion date, the Group’s interest in the 
net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds or is below the cost of the business 
combination, the excess or shortfall is recognised immediately in the income statement.
Adjustments to the provisional value of assets and liabilities acquired in a business combination when the final values have become 
known within twelve months are adjusted as if the accounting had been completed at the acquisition date and the comparative 
information for prior periods is restated accordingly.
Any change in consideration, where previously estimated, is recognised as an adjustment to goodwill.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the 
identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is initially 
recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill which is 
recognised as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the income 
statement and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s subsidiaries as appropriate. Subsidiaries 
(cash generating units) to which goodwill has been allocated are tested for impairment annually, or more frequently when there 
is an indication that the unit may be impaired. If the recoverable amount of the subsidiary is less than the carrying amount of the 
subsidiary, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the subsidiary and then 
to the other assets of the subsidiary pro rata on the basis of the carrying amount of each asset in the subsidiary. An impairment loss 
recognised for goodwill is not reversed in a subsequent period. 
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination 
of the profit or loss on disposal. 
Revenue recognition
Revenue is recognised at the fair value of the consideration received or receivable for the provision of goods and services, excluding 
discounts, VAT and other sales related taxes. 
Sales of goods are recognised when goods are delivered and title has passed.
Revenue from contracts is recognised as the activity progresses to reflect the partial performance of contractual obligations. 
In the case of long‑term contracts, revenue is recognised appropriate to the stage of completion when the outcome of the contract 
can be assessed with reasonable certainty.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership 
to the lessee. All other leases are classified as operating leases. 48
Cohort plc Annual Report and Accounts 2009
Accounting Policies continued
The Group as lessee
Assets held under finance leases are recognised as assets of the Group at their fair value or , if lower, at the present value of the 
minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in 
the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the 
lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. 
Rentals payable under operating leases are charged to income on a straight‑line basis over the term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight‑line basis over 
the lease term.
Foreign currencies
The individual financial statements of each Group company are presented in the currency of the primary economic environment 
in which it operates (its functional currency), which is currently sterling for the whole Group. For the purpose of the consolidated 
financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional 
currency of the Company, and the presentation currency for the consolidated financial statements. 
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional 
currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance 
sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on 
the balance sheet date. Non‑monetary items carried at fair value that are denominated in foreign currencies are translated at the 
rates prevailing at the date when the fair value was determined. Non‑monetary items that are measured in terms of historical 
costs in a foreign currency are not retranslated. 
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the 
income statement for the year. Exchange differences arising on the retranslation of non‑monetary items carried at fair value are 
included in the income statement for the year except for differences arising on the retranslation of non‑monetary items in respect 
of which gains and losses are recognised directly in equity. For such non‑monetary items, any exchange component of that gain or 
loss is also recognised directly in equity. 
In order to hedge its exposure to certain foreign exchange risks, the Group enters into forward contracts (see below for details 
of the Group’s Accounting Policies in respect of such derivative financial instruments).
Borrowing costs
All other borrowing costs are recognised in the income statement in the period in which they are incurred.
Taxation
The tax expense represents the sum of the tax currently payable and the deferred tax expense or credit.
The tax currently payable is based on taxable profit for the year . Taxable profit differs from net profit as reported in the income 
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been 
enacted or substantively enacted by the balance sheet date. 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities 
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using 
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and 
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible 
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the 
initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities 
in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, 
and interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable 
that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer 
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. 
Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, 
in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current 
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current 
tax assets and liabilities on a net basis. 
Pension contributions
Payments are made to the Company’s stakeholder pension schemes, all defined contribution schemes. Amounts are charged 
to the income statement as incurred. 49
Cohort plc Annual Report and Accounts 2009
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated 
in the balance sheet at their fair value at the date of acquisition, plus any subsequent cost, less any subsequent accumulated 
depreciation and subsequent accumulated impairment losses. 
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, 
over their estimated useful lives, using the straight line method, on the following bases:
Buildings    2% 
Fixtures, fittings and equipment 20% – 50%
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or , 
where shorter, over the term of the relevant lease.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds 
and the carrying amount of the asset and is recognised in the income statement as an exceptional item. 
Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally‑generated intangible asset arising from the Group’s own development activity is recognised only if all of the following 
conditions are met:
I  an asset is created that can be identified (such as software and new processes) and is technically and commercially feasible; 
I  it is probable that the asset created will generate future economic benefits and the Group has available to itself sufficient 
resources to complete the development and to subsequently sell and/or use the asset created; and
I  the development cost of the asset can be measured reliably.
Internally‑generated intangible assets are amortised on a straight‑line basis over their useful lives. Where no internally‑generated 
intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred. 
Intangible assets
Intangible assets are recognised in respect of contracts, customer relationships and other measurable intangibles arising on business 
combinations. The value of these intangible assets is determined by the estimated value to the Group going forward and the intangible 
assets are written off on a straight line basis over the estimated useful life.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether 
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount 
of the asset is estimated in order to determine the extent of the impairment (if any). An intangible asset with an indefinite useful 
life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future 
cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time 
value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or subsidiary) is estimated to be less than its carrying amount, the carrying amount of the 
asset (subsidiary) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the 
relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 
Where an impairment loss subsequently reverses, the carrying amount of the asset (subsidiary) is increased to the revised estimate 
of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been 
determined had no impairment loss been recognised for the asset (subsidiary) in prior years. A reversal of an impairment loss is 
recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the 
impairment loss is treated as a revaluation increase.
Share‑based payments
The Group has applied the requirements of IFRS 2 ‘Share‑based payments’. In accordance with the transitional provisions, IFRS 2 
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 (excluding the effect of non market‑based vesting conditions) at the date of grant. The fair value determined 
at the grant date of equity‑settled share‑based payments is expensed on a straight‑line basis over the vesting period based on the 
Group’s estimate of shares that will eventually vest and adjusted for the non market‑based vesting conditions.
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. 50
Cohort plc Annual Report and Accounts 2009
Accounting Policies continued
Share‑based payments continued
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 cost of share‑based payments is charged to the income statement with a corresponding credit applied to the share option reserve. 
The appropriate element of the reserve is transferred to the retained profit of the Group when the share options to which the 
reserve relate vest.
Exceptional items
Cohort’s trade is the provision of technical advice and support, and the design, development and manufacture of niche products. 
As part of its operations, the Group may dispose of or recognise impairment of subsidiaries, associates (including joint ventures 
and investments) and fixed assets as well as other significant non‑trading transactions, either as part of continuing operations 
or discontinued operations.
These items form part of the Group’s operating activities and are reported in arriving at the Group’s profit from operations, 
however, management does not consider these items to be part of trading activities. The gains or losses on such items can 
be significant and arise in different reporting periods and would consequently have a material impact upon the absolute amount 
of and trend in the Group’s trading profit from operations.
Any gains or losses (including transaction costs) on these non‑trading items are disclosed as a separate line item (in aggregate) 
in the income statement with analysis in a note to the accounts.
Significant	estimates	and	judgements
The preparation of the financial statements requires management to make estimates and judgements that affect the reported 
amounts of assets, liabilities, revenue and expenses, some of which are difficult, complex, or subjective. For this reason actual 
results could differ from estimates and this might have a material impact on our results.
Management have identified the following areas where critical assumptions or estimates are made:
Revenue and profit recognition from long‑term contracts
The Group applies a consistent process to accounting for revenue and profit recognition on long‑term contracts. In making these 
estimates and judgements, management rely on underlying processes and procedures and makes use of internal and external 
expert resource in arriving at the final accounting estimate or judgement. These balances are regularly reviewed to ensure the 
value is appropriate.
Acquisition intangibles
Intangibles other than goodwill that are obtained through acquisition are capitalised on the balance sheet. These intangibles are 
valued on acquisition using a discounted cash flow methodology which depends on future assumptions about the revenue from 
contracts, prices and costs and on the Group’s cost of capital. These assumptions reflect management’s best estimates but depend 
on inherent uncertainties which may not be within the control of management.
Recoverability of goodwill
We have significant goodwill balances the life of which we consider to be indefinite. We assess annually the recoverability of the 
balance, or more frequently in the event of an occurrence indicating impairment. The assessment involves comparing the carrying 
amount of the asset with its recoverable amount, which is typically its value in use. Value in use is determined using discounted cash 
flow techniques that involve the estimation of future cash flows over a long period and an appropriate discount rate to apply.
Future cash flows are estimated based on historical experience, internal estimates and data from external sources. Such estimates are 
subject to change as a result of changes in economic and competitive conditions. Higher estimates of future cash flows will increases 
the value in use of goodwill, but lower estimates of cash flows will reduce the value in use and increase the risk of impairment.
Discount rates are applied to the cash flows to arrive at the value in use. An increase in the discount rate will reduce the value in use 
of the goodwill, and therefore increases the risk of the value in use falling below the carrying value and resulting in the requirement 
for an impairment provision. A reduction in the discount rate decreases the likelihood of an impairment.
Future changes in interest rates, the premium that markets place on equity investments relative to risk free rates and the specific 
assessment of the capital markets as to our risk relative to other companies can affect our discount rate. Increases in interest rates 
or the risk premiums applied by capital markets would result in an increase in our discount rate and vice versa. These factors are 
largely outside our control or ability to predict and can therefore have a significant impact on the estimated fair value of goodwill.
Inventories
Inventories are stated 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 revenue 
and related costs as contract activity progresses. Revenue 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 revenue exceeds payments on account is classified as “amounts recoverable on contracts” and included within 
trade and other receivables; to the extent that payments on account exceed relevant revenue, the excess is included as an advance 
receipt within trade and other payables. 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 revenue, is included within inventories, as work 
in progress. 51
Cohort plc Annual Report and Accounts 2009
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will 
be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle 
the obligation at the balance sheet date, and are discounted to present value where the effect is material. 
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the contractual 
provisions of the instrument.
Trade receivables
Trade receivables are measured at initial recognition at fair value. Appropriate allowances for estimated irrecoverable amounts 
are recognised in the income statement when there is objective evidence that the asset is impaired. The allowance recognised 
is measured as the difference between the asset’s carrying amount and the estimated recoverable amount. 
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and on‑demand deposits, and other short‑term highly liquid investments that are 
readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Deposits included within 
cash and cash equivalents have less than three months to maturity.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. 
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. 
Bank borrowings
Interest‑bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, 
including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis in the 
income statement using the effective interest rate method and are disclosed within accruals to the extent they are not settled 
in the period, unless the loan terms provide for the interest to be added to the principal, in which case the interest is added 
to the carrying amount of the instrument to which it pertains.
Trade payables
Trade payables are initially measured at fair value. 
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Derivative	financial	instruments	and	hedge	accounting
The Group’s activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates. The Group 
uses foreign exchange forward contracts and interest rate swap contracts to hedge these exposures. The Group does not use 
derivative financial instruments for speculative purposes.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are 
recognised directly in equity and the ineffective portion is recognised immediately in the income statement. If the cash flow hedge 
of a firm commitment or forecasted transaction results in the recognition of an asset or a liability, then, at the time the asset or 
liability is recognised, the associated gains or losses on the derivative that had previously been recognised in equity are included 
in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts 
deferred in equity are recognised in the income statement in the same period in which the hedged item affects net income.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income 
statement as they arise.
Joint ventures
The Group accounts for joint ventures where it has a participating interest using the equity method of accounting and discloses 
the net investment in non‑current assets.
Where the investment in a joint venture is negative, the negative investment, to the extent it is a liability of the Group is offset 
against any trade and other receivables held by the Group in respect of that joint venture.
The Group does not account for joint ventures in which it no longer has a participating interest. 52
Cohort plc Annual Report and Accounts 2009
Accounting Policies continued
Standards	and	interpretations	issued	at	30	 April	2009	not	applied	to	these	financial	statements
The following changes and amendments to IFRS that have not been reflected in these financial statements and are likely to have 
an impact on the Group in the future.
 Impact on the Group
Standard  Timing  Effect Financial effect
IFRS 8 Operating Segments  First apply year The Standard required the identification of operating  Nil 
 ended 30 April 2010   segments on the basis of internal reports that are  
regularly reviewed by the ‘chief operating decision  
maker’ often the Board. The Cohort Board manages  
its business through its subsidiaries identified as its  
primary segments.
  It is these segments which are the cash generating units   
  of the business and to which reported assets and  
  liabilities apply.
  No effect.
IAS 1 Presentation  First apply year  The Standard provides the basic framework by which  Nil 
of Financial Statements ended 30 April 2010  IFRS financial statements are presented. 
   Specifically:  
I  Balance sheet – no changes in format but will  
require current year and two comparative years  
to be disclosed. 
  I  Income statement and statement of recognised gains  
and losses may be combined into a comprehensive  
income statement. The Group as permitted under  
IAS 1 will retain two separate statements, the income  
statement and the statement of changes in equity. 
  I  The statement of changes in equity for the Group is  
currently presented in total in the primary statements  
with analysis into its constituent reserves in the notes  
to the accounts. IAS 1 will require the statement of  
changes in equity to show all component reserves.  
In effect moving the note forward in the financial  
statement as a primary statement.
IFRS 2 Share‑based  First apply year Certain share‑option schemes have non‑voting conditions  No value of the  
Payments Amendment  ended 30 April 2010  which are not met; a good example is an SAYE scheme  impact of this 
 and applies  where an employee stops saving. IFRS 2 now requires  going forward can  
 retrospectively the share‑based payment charge, which is usually be determined. 
  recognised over the vesting period (typically three years)  At 30 April 2009,  
  to be expensed immediately, to the extent it has not the additional charge 
  already been expensed, if an employee ceases to to the income 
  be a member of an SAYE scheme.  statement of applying 
   this standard would  
   have been £12,000,  
   increasing the  
   share‑based payment  
   from £184,000 to  
   £196,000.
IAS 23 Borrowing Costs  First apply year Main impact is borrowing costs directly attributable to the Nil 
(revised 2007) ended 30 April 2010  acquisition or construction of assets must be capitalised 
 and applies  during the construction period. This is not currently 
 prospectively applicable to the Group.
IFRS 7 Financial  First apply year Amendments are aimed at requiring businesses to explain Nil 
Instruments:  ended 30 April 2010 more clearly how entities determine the fair value of their 
Disclosures (Amendments)  financial instruments and improve disclosures around  
  liquidity risk. A response to the credit crunch.  
  This will require more disclosure.
The above standards will apply to the Group’s interim statement for six months ended 31 October 2009 to be published in December 2009.
A number of other standard amendments and IFRICs (International Financial Reporting Interpretation Committee) have been issued 
and are yet to be applied by the Group. In most cases these are unlikely to be applicable including IAS 20 (Accounting for Government 
Grants and Disclosures of Government Assistance), IAS 38 (Intangible Assets – promotional activities) and IAS 40 (Investment Property). 
IFRS 3 Business Combinations (revised) will first apply for the year ended 30 April 2011 and the impact of this will be referred to in 
next year’s report. Registered Company Number of Cohort plc
05684823 
Cohort plc is a company registered in England and Wales
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 Limited
1 London Bridge 
London SE1 9BG
Bankers
RBS NatWest
Abbey Gardens 
4 Abbey Street 
Reading RG1 3BA
Advisers
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 to the Company’s registered office 
or by e‑mail to info@cohortplc.com.
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 Registrars in writing.
Daily Share Price Listings
The Financial Times – AIM, Aerospace and defence 
The Times – Engineering 
Daily Telegraph – AIM section
Financial Calendar
Annual General Meeting    27 August 2009 
Final dividend payable    2 September 2009
Expected announcement of results for the year ending 30 April 2010:
Half year announcement    December 2009 
Full year preliminary announcement   June 2010
Registered Office
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN
Shareholder Information and Financial Calendar Cohort plc
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN 
www.cohortplc.com