Cohort plc 
ANNUAL REPORT AND ACCOUNTS 2006
Cohort plc
THE COURT HOUSE 
NORTHFIELD END 
HENLEY-ON-THAMES 
OXFORDSHIRE 
RG9 2JN 
TEL 01491 843 150
FAX 01491 843 151
EMAIL info@cohortplc.com
WEB www.cohortplc.com
REGISTERED NUMBER: 05684823
Cohort plc ANNUAL REPORT AND ACCOUNTS 2006  1 CORPORATE STATEMENT 
 1 HIGHLIGHTS
 2 CHAIRMAN’S STATEMENT 
 4 CHIEF EXECUTIVE’S REVIEW
 6 BOARD OF DIRECTORS 
 8 DIRECTORS’ REPORT
 11  CORPORATE GOVERNANCE REPORT
 12 REMUNERATION COMMITTEE REPORT
 13 INDEPENDENT AUDITOR’S REPORT
  14 CONSOLIDATED PROFIT AND LOSS ACCOUNT
 15 BALANCE SHEETS
 16 CONSOLIDATED CASH FLOW STATEMENT
 18 ACCOUNTING POLICIES
 19 NOTES TO THE FINANCIAL STATEMENTS
 29 NOTICE OF ANNUAL GENERAL MEETING
 31 FORM OF PROXY 1 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
HIGHLIGHTS
●  Turnover up 23% to £18.0m
●  Operating proﬁ t £1.8m*
●  Proﬁ t after tax £1.3m*
●  Year end cash balance £5.6m
● Basic earnings per share 5.47p
● Proposed maiden dividend 0.4p per share
*  excluding share of joint ventures and exceptional items
Cohort plc was established early in 2006 to take 
advantage of opportunities to grow a business in the 
international defence technical services market. 
The business ﬂ oated on AIM (the London Stock 
Exchange’s specialist market for growth companies) 
in March 2006 following the merger with Systems 
Consultants Services Limited (SCS). 
SCS is a leading independent defence technical 
services business based in Henley-on-Thames and is 
Cohort’s current sole trading subsidiary. Further 
targeted acquisitions of complementary businesses 
will follow, with the aim of building shareholder value 
over the medium term.
CORPORATE STATEMENT  2 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
I am pleased to announce this maiden set of results for Cohort plc 
since listing on AIM in March 2006. Cohort has traded in accordance 
with our expectations at ﬂ otation.
KEY FINANCIALS
In the year ended 30 April 2006, Cohort achieved turnover of £18.0m 
(2005: £14.6m) representing a 23% increase on the level achieved by 
Systems Consultants Services Limited (SCS), Cohort’s sole operating 
subsidiary, in 2005.
Group operating proﬁ t before accounting for the share of joint ventures 
and exceptional items was £1.8m (2005: £2.0m). This reduction was 
due primarily to an increase in staff costs as new revenue generating 
personnel and support staff were recruited to manage the increased 
scale of the business, provide a base for further expansion and meet 
the reporting and governance requirements of a public company.
Proﬁ t before interest and tax was £1.3m (2005: £1.6m), after accounting 
for the Group’s share of joint venture losses and exceptional items 
in relation to venture capital activities of £467k (2005: £401k).
As a private company , SCS had invested in some venture capital activities. 
At ﬂ otation, the decision was taken to provide fully for the maximum 
commitment to these activities so that Cohort could go forward 
on a ﬁ rm ﬁ nancial and strategic basis.
CHAIRMAN’S STATEMENT 3 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
The proﬁ t after tax and before share of joint ventures and exceptional 
items was £1.3m (2005: £1.5m). Proﬁ t after interest and before tax 
was £1.4m (2005: £1.6m) and proﬁ t after tax was £0.9m (2005: £1.1m). 
Basic earnings per share were 5.47 pence (2005: 6.97 pence).
The Cohort cash balance at year end was £5.6m, reﬂ ecting primarily 
the proceeds of the share placing net of costs.
DIVIDENDS
The Group plans to pay an initial dividend of 0.4 pence, being approximately 
one third of the dividend which would have been paid had the Company’s 
shares traded publicly for the whole of the ﬁ nancial year. This will 
be payable on 6 September 2006 to shareholders on the register at 
4 August 2006 subject to approval at the Annual General Meeting 
on 31 August 2006. The Group plans to follow a progressive dividend 
policy in future and to pay interim and ﬁ nal dividends in respect of 
the current ﬁ nancial year in March and September 2007.
BOARD AND PERSONNEL
We were pleased to welcome Simon Walther , who joined as Finance Director 
in May 2006. Simon has experience in the defence industry and in mergers 
and acquisitions as well as in the ﬁ nance function in a quoted company 
environment. This has released Andrew Thomis, who handled the ﬁ nance 
function during the listing, to concentrate on his intended roles in strategic 
and business development.
The new Board of Cohort, brought together speciﬁ cally to pursue the 
strategy of ﬂ otation followed by expansion, both organic and through 
acquisition in the defence technical services market, has bedded 
in well. The operating team under Stanley Carter is busy and productive 
and the transition from a private to a quoted company environment 
is being well handled. Whilst Stanley is in the day to day charge of the 
business, I am spending signiﬁ cant time with the Company, particularly 
in relation to acquisitions and business development.
OUTLOOK
Cohort’s business is at present largely concentrated in the UK defence 
market. In overall terms the market is reasonably stable but growth 
is concentrated in certain areas. The view set out at the time of ﬂ otation, 
namely that the provision of independent technical services to the 
UK Ministry of Defence (MOD) and industry is one such growth 
area, has been borne out by the many customer contact meetings 
which have been held since March. SCS has a strong business 
model and we will continue to push for organic growth. At the 
same time we will seek complementary acquisitions of businesses 
which can benefit from the Cohort group concept.
Overall the Board is positive about the outlook.
NICK PREST CBE
CHAIRMAN 4 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
The formation of Cohort, whose sole trading subsidiary is currently 
Systems Consultants Services (SCS), and its listing on AIM in March 
this year marked another successful year for SCS. It led to changes 
in the composition of the SCS Board and other senior posts and placed 
increased demands on SCS senior management. Despite the potentially 
unsettling effect common in these circumstances, SCS achieved 
a creditable 23% growth in revenue and 17% in gross proﬁ t. Employee 
response to the change in status of SCS and to the staff changes 
has been very positive and is reﬂ ected by the high take-up of shares 
and the SAYE share option scheme in June 2006. This augurs well 
for the continuing organic growth of SCS.
Notable contract awards won in competition during the year include: 
a year’s contract as part of a five year support agreement to the 
Joint Warfare Training Centre with SCS heading a consortium of EDS 
Defence and Titan; a two year exclusive agreement to provide support 
to the NATO Consultation, Command and Control Agency in the Hague 
with SCS heading a consortium of six companies; SCS’s key membership 
of a consortium of QinetiQ, Thales and others to provide human 
factors support in an exclusive pan-MOD agreement and SCS winning, 
with Roke Manor, an urban warﬁ ghting research support contract with 
the MOD Research Acquisition Agency. SCS continues to play a central 
role in two major Network Enabled Capability programmes: 
CHIEF EXECUTIVE’S REVIEW 5 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
the Land Environment Air Picture and the Joint Effects Tactical 
Targeting System in consortiums headed by Lockheed Martin 
and Raytheon respectively. Another notable contract was won 
to support the National Audit Office study into a major defence 
communications programme. The Company is alert to opportunities 
to apply its expertise in non-defence areas and was awarded a contract 
to supply crisis management advice to a cruise liner operator.
The recent and continuing trends to integrate and consolidate in the 
wider defence market have included the absorption of some private 
technical advisory businesses by major international defence suppliers. 
This has led to a signiﬁ cant reduction in the availability of impartial 
and independent technical advice available to the MOD and correspondingly 
increased opportunities to companies remaining in the ﬁ eld. Also the MOD 
has declared an intention to compete in future much of the research work 
historically mandated to QinetiQ, which will result in opportunities both 
in the research programme itself and in related advisory work. At the same 
time the sustained high levels of operational commitment of HM Forces 
coupled with a natural “front-line ﬁ rst” policy is tending to leave gaps 
in military technical posts in the MOD, which is already having to cope 
with reduced technical support arising from the signiﬁ cant reduction 
of the scientiﬁ c civil service brought about by privatisation. All of these 
factors have beneﬁ ted the Group and will continue to do so in the future.
I am conﬁ dent that the comprehensive, ﬁ rst-hand defence market 
knowledge and experience of the Cohort team make it well able 
to recognise and respond to these and future trends and to meet 
the increasing need for independent technical advice and support.
STANLEY CARTER
CHIEF EXECUTIVE 6 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
BOARD OF DIRECTORS
NICK PREST CBE
CHAIRMAN
After graduating with an MA from Oxford, Nick Prest 
began his career as an administrative civil servant 
in the UK Ministry of Defence (MOD) in 1974. After 
an MBA course at Bradford Business School, Nick 
then moved within the MOD to the Defence Export 
Services Organisation. In 1982, he left the MOD to 
take a marketing role at United Scientiﬁ c Holdings, 
predecessor of Alvis plc (Alvis). He was appointed 
Marketing Director in 1985, with overall responsibility 
for the order intake of the Alvis Group worldwide, 
and became Chief Executive in 1989. Alvis developed 
into one of the world’s leading contractors in the 
specialist ﬁ eld of armoured vehicles before being 
acquired by BAE Systems in 2004. Nick was 
appointed Chairman of Alvis in 1996. He was 
Chairman of the Defence Manufacturers Association 
from 2001 to 2004. Nick is also Chairman of AVEVA 
Group PLC.
STANLEY CARTER 
CHIEF EXECUTIVE
Following a successful military career, 
Stanley Carter took early retirement as a 
Regular Army Lieutenant Colonel in the Royal 
Artillery to found Systems Consultants Services 
Limited (SCS) in 1992. During his military service 
he held a wide range of operational posts and staff 
ofﬁ cer appointments in the MOD, including the 
central staff, procurement, government research 
establishments and had signiﬁ cant interaction with 
industry. He also represented the UK on a ﬁ ve nation 
technical committee overseeing the development 
of an advanced weapon system and at NATO 
interoperability committees. Stanley won a personal 
award from the MOD Committee of Awards to Inventors 
for a lightweight missile launcher which is still in 
service. Having been Managing Director of SCS for 
14 years, Stanley became Chief Executive of Cohort 
on its formation in 2006.
SIMON WALTHER
FINANCE DIRECTOR AND COMPANY SECRETARY 
Simon Walther has considerable industry-relevant 
experience having been Group Financial Controller 
at Alvis plc for eight years and, most recently, 
a consultant to BAE Systems. Qualifying as a 
Chartered Accountant with Touche Ross in 1992, 
Simon moved to the Peninsular and Oriental Steam 
Navigation Company (P&O) where he was appointed 
a Chief Accountant for P&O European Ferries 
in 1995. In 1997 he was appointed Group Financial 
Controller at Alvis. He joined Cohort as Finance Director 
on 9 May 2006.
ANDREW THOMIS 
CORPORATE DEVELOPMENT DIRECTOR
After graduating with an M.Eng in Electronic 
Engineering and Management Science from 
Imperial College, London in 1987, Andrew Thomis 
joined the MOD initially as a research technologist 
then subsequently in project management and policy 
roles including a spell as a private secretary to the 
defence procurement minister. In 1996, he left the 
MOD to join Capita PLC’s management consultancy 
business, advising public sector clients in the 
defence and intelligence ﬁ elds, joining Alvis 
the following year. He worked with Nick Prest 
and Stanley Carter on the creation and ﬂ otation 
of Cohort and assumed his present role in May 2006. 
Andrew is also Business Development Director of SCS. 
SIR ROBERT WALMSLEY KCB 
INDEPENDENT NON-EXECUTIVE DIRECTOR
Sir Robert Walmsley previously served in the 
Royal Navy where his ﬁ nal appointment was 
as Controller of the Navy and member of the 
Navy Board as a Vice Admiral. He was knighted 
in 1995. After retiring from the Navy, he was 
appointed as Chief of Defence Procurement, 
occupying that position from 1996 until 2003. 
He was appointed independent Non-executive 
Director of British Energy Group PLC in 2003. He 
is an independent Director of General Dynamics 
Corporation, the Major Projects Association, 
EDO Corporation and Stratos Global. 7 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
 8 DIRECTORS’ REPORT
 11  CORPORATE GOVERNANCE REPORT
 12 REMUNERATION COMMITTEE REPORT
 13 INDEPENDENT AUDITOR’S REPORT
  14 CONSOLIDATED PROFIT AND LOSS ACCOUNT
 15 BALANCE SHEETS
 16 CONSOLIDATED CASH FLOW STATEMENT
 18 ACCOUNTING POLICIES
 19  NOTES TO THE FINANCIAL STATEMENTS 
 29 NOTICE OF ANNUAL GENERAL MEETING
 31 FORM OF PROXY
7 8 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
The Directors submit their report and the audited ﬁ nancial statements of Cohort plc (registered number: 05684823) for the year ended 30 April 2006.
PRINCIPAL ACTIVITIES
The principal activity of the Company is that of a holding company. The principal activity of the Group is as a provider of independent technical 
consultancy support and services, primarily although not exclusively to the defence sector.
REVIEW OF THE BUSINESS, FUTURE DEVELOPMENTS AND RELATED MATTERS
The Company was incorporated on 23 January 2006 as Cohort plc with an authorised share capital of 2,000,000 £1 ordinary shares.
On 9 February 2006 the authorised share capital was increased to £4,000,000 by the creation of 2,000,000 new £1 ordinary shares.
On 9 February 2006, one £1 ordinary share in the Company was issued, credited as fully paid to each of A E S Carter (Director), J W Lyde 
and J D Tydeman (all three being the owners of System Consultants Services Limited (SCS)). A further 1,583,997 £1 ordinary shares were 
issued to the owners of SCS in return for the entire share capital of SCS (see note 17).
Shares were issued to the other Directors of the Company as follows:
      Number of  
     Date of issue shares issued
A S Thomis     9 February 2006 22,230
Sir Robert Walmsley     9 February 2006 16,670
All shares were issued as credited, fully paid. On 9 February 2006, the authorised and issued £1 ordinary shares were sub-divided into ten ordinary 
shares of 10 pence each, creating authorised share capital of 40,000,000 10 pence ordinary shares. 
On 15 February 2006, 1,959,580 10 pence ordinary shares were issued as credited, fully paid to N M Prest. Of N M Prest’s holding, 979,790 10 pence 
ordinary shares were issued as credited, fully paid in return for an unsecured receivable of £750,000, payable at a date no later than 31 January 2007. 
261,276 of N M Prest’s issued share capital was to his wife. Further interests of the Directors are disclosed in note 23.
The combination of Cohort plc and SCS has been accounted for as a merger. In accordance with merger accounting, the results of the Group have 
been reported for the year ended 30 April 2006 with comparatives for the corresponding period restated accordingly.
The Group’s performance was in line with expectations. The Group’s performance and future developments, including acquisition strategy are 
further explained in the Chairman’s Statement (pages 2 and 3) and the Chief Executive’s Review (pages 4 and 5).
The trading performance of the Group represents the trading result of the Group’s 100% subsidiary SCS less the corporate costs of the Company.
The operating result includes the Group’s share of the losses of its joint venture investments, 50% of SCS Mothership Limited (SML) and 25% 
of Digital Millennium Map LLP (DMM). The 2005 ﬁ nancial statements have been restated accordingly. The exceptional items (see note 3) arise 
from losses on costs accrued by related parties (see note 23), sale of the Group’s freehold property to The Court House Partnership and 
release of provision in respect of joint ventures where the loss is now recognised in the Group’s share of joint ventures. A E S Carter is a partner 
in The Court House Partnership (see note 23).
Other relationships with related parties exist and are explained in detail in note 23. The actual and committed investment in these related 
parties is fully provided for at 30 April 2006.
The Group’s basic and diluted earnings per share are disclosed in the proﬁ t and loss account statement. In addition, note 9 shows an earnings 
per share before exceptional items of 6.77 pence (2005: 8.77 pence).
The Group has a prudent approach to revenue risk and any work done at risk is minimal, authorised at the appropriate level and reviewed 
on a monthly basis. The calibre of the Group’s customers and the control processes in respect of revenue capture and invoicing ensures minimal 
bad debts. The 2006 bad debt charge was £6,000 (2005: £Nil) on Group turnover of £17.8m (2005: £14.4m).
DIRECTORS’ REPORT Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
REVIEW OF THE BUSINESS, FUTURE DEVELOPMENTS AND RELATED MATTERS (CONTINUED)
The Group takes a very prudent approach to the management of its ﬁ nancial instruments which are described in note 15. The Group’s cash is 
held with at least AA rated institutions and on deposits not exceeding one month. This ensures very low risk to capital and a reasonable balance 
of liquidity against interest earned on cash deposits.
The ﬁ nance lease asset (see note 23) is in respect of a camera purchased by the Group and leased to DMM over a three year period.
The Group’s 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 for the Group.
The Group has a small number of ﬁ xed price contracts which are managed by speciﬁ cally tasked project management and reviewed 
on a monthly basis for ﬁ nancial performance and risk to recognised margin. The recognised margins are prudently traded taking account 
of risks and costs to completion.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the ﬁ nancial statements in accordance with applicable law and 
United Kingdom Generally Accepted Accounting Practice.
Company law requires the Directors to prepare ﬁ nancial statements for each ﬁ nancial year which give a true and fair view of the state of affairs 
of the Group and of the proﬁ t or loss of the Group for that period. In preparing those ﬁ nancial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
•  state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the 
ﬁ nancial statements; and
• prepare the ﬁ nancial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the ﬁ nancial position 
of the Group and to enable them to ensure that the ﬁ nancial statements comply with the requirements of the Companies Act 1985. 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.
DIRECTORS
The Directors in ofﬁ ce during the period under review and their interests in the equity of the Company were:
     At
      30 April 2006
     10 pence
    Appointed  ordinary shares
A E S Carter     23 January 2006 12,038,400
N M Prest    16 February 2006 1,959,580
A S Thomis    16 February 2006 22,230
Sir Robert Walmsley    16 February 2006 16,670
S R Walther    9 May 2006 —
N M Prest’s shareholding includes 261,276 held by his wife. All Directors’ share holdings on appointment were nil with the exception 
of A E S Carter who held ten 10 pence ordinary shares.
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.
PROPOSED DIVIDEND
The proﬁ t after tax was £919,000 (2005: £1,104,000). The Directors recommend a ﬁ nal dividend of 0.4 pence per 10 pence ordinary share.
During the year a dividend of £158,833 was paid by SCS to its owners, A E S Carter, J W Lyde and J D Tydeman prior to the merger with 
Cohort plc (see note 23).
9 10 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
SUBSTANTIAL SHAREHOLDINGS
The Company has been informed that on 15 June 2006 the following shareholders held substantial holdings in the issued ordinary shares 
of the Company:
     Number of Holding
     ordinary shares %
J W Lyde     1,087,792 4.92
AXA Framlington Investment Managers     972,500 4.40
Unicorn Asset Management      825,200 3.73
Schroder Investment Management     810,000 3.66
F&C Asset Management     685,000 3.10
S&G Asset Management     675,000 3.05
J W Lyde is a Director of SCS, the 100% subsidiary of the Company.
PAYMENT POLICY
In respect of all of its suppliers, the Group’s policy is:
• to settle the terms of payment with suppliers in accordance with agreed terms when contracting with suppliers;
• to ensure suppliers are made aware of the terms of payment; and 
• to abide by the terms of payment.
All suppliers are treated alike in terms of payment with no preference to any one supplier.
At 30 April 2006, the trade creditors of the Group represented 29 days (2005: 35 days) of purchases.
DONATIONS
During the year ended 30 April 2006 the Group made charitable donations of £1,200 (2005: £1,855). The Group made no political donations 
during the year (2005: £Nil).
AUDITOR
A resolution to re-appoint Baker Tilly as auditor will be proposed at the Annual General Meeting. The Directors are not aware of any relevant 
audit information which has not been made aware to the auditor and have taken all reasonable steps to make themselves aware of such audit 
information and to establish that the auditor is aware of that information.
By order of the Board
SIMON WALTHER
COMPANY SECRETARY
5 JULY 2006
DIRECTORS’ REPORT (CONTINUED) 11 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
INTRODUCTION
Cohort plc was listed on AIM on 8 March 2006. The Group is neither required to comply with the 2003 FRC Combined Code (the Code) 
nor issue a statement of compliance with it. Nevertheless, the Board fully supports the principles set out in the Code and is in the process 
of complying wherever possible, having regard to the size of the Company and the resources available to it. Details are provided below 
of how the Company applies the Code.
THE BOARD
The Board of Directors comprises three Executive Directors and two independent Non-executive Directors, one of whom is the Chairman. 
The Chairman (N M Prest) has a consultancy agreement with the Company (see Remuneration Committee Report) to provide services, primarily 
in respect of strategic business development and acquisition activity. This agreement allows for a minimum of 20 days’ service in any one year.
The Board considers Sir Robert Walmsley to be the senior independent Director.
The Board generally meets each month and receives a Board pack comprising individual reports from each of the Executive Directors together 
with any other material deemed necessary for the Board to discharge its duties. It is the Board’s responsibility for formulating, reviewing 
and approving the Group’s strategy, budgets, major items of expenditure and acquisitions.
BOARD COMMITTEES
The Board has established two committees: Audit and Remuneration, all having written terms of delegated responsibilities.
AUDIT COMMITTEE
The Audit Committee comprises the two Non-executive Directors and is scheduled to meet twice a year . It is the Audit Committee’s role to provide 
formal and transparent arrangements for considering how to apply the ﬁ nancial 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 ﬁ nancial 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 conﬁ rms in writing the nature of 
its non-audit work on behalf of the Group and the safeguards in place to ensure its independence and objectivity.
REMUNERATION COMMITTEE
The Remuneration Committee comprises the two Non-executive Directors, and is scheduled to meet at least once a year. It is the Remuneration 
Committee’s role to establish a formal and transparent policy on Executive remuneration and to set remuneration packages for individual Directors.
SHAREHOLDER RELATIONS
The Company meets with its institutional shareholders and analysts as appropriate and will use the Annual General Meeting to encourage 
communication with private shareholders. In addition, the Company intends to use the Annual Report and Accounts, interim statement and 
web site (www.cohortplc.com) to provide further information to shareholders.
INTERNAL CONTROL AND RISK MANAGEMENT
The Board is responsible for the system of internal control and for reviewing its effectiveness. Such systems are designed to manage rather than 
eliminate risks and can provide only reasonable and not absolute assurance against material misstatement or loss. Each year, on behalf of the 
Board, the Audit Committee will review the effectiveness of these systems. This is achieved primarily by considering the risks potentially 
affecting the Group and from discussions with the external auditors. 
The Group does not currently have an internal audit function due to the small size of the administrative function and the high level of Director 
review and authorisation of transactions.
A comprehensive budgeting process is completed once a year, reviewed and approved by the Board. The Group’s results, as compared against 
budget, are reported to the Board on a monthly basis and discussed in detail at each meeting of the Board.
CORPORATE GOVERNANCE REPORT 12 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
INTRODUCTION
Companies quoted on AIM are not required to provide a formal remuneration report. However, in line with current best practice this report 
provides information to enable a greater level of understanding as to how Directors’ remuneration is determined.
The Remuneration Committee of the Board is responsible for considering Directors’ remuneration packages and makes its recommendations 
to the Board. The Committee comprises the two Non-executive Directors and will meet at least once a year.
REMUNERATION POLICY
Remuneration packages are designed to be competitive and to reward above average performance. Executive Directors receive salary, 
medical cover, pension contribution, annual bonuses and share options.
SERVICE CONTRACTS
The Executive Directors have service agreements with the Company which can be cancelled by either party giving six months’ notice at any time 
or twelve months’ notice in the event of a change of control arising as a result of any person or persons acquiring more than 50% of the voting rights 
at a general meeting of the Company.
PENSIONS
The Group makes contributions to the Company’s stakeholder pension scheme (a defined contribution scheme) at a rate of 12.8%
of the Executive Director’s contribution.
PERFORMANCE INCENTIVES
The Group operates a cash bonus scheme and grants share options.
No bonus was payable in the year ended 30 April 2006. The Company’s bonus scheme is currently under review following the listing on AIM.
The Company granted the following share options to A S Thomis in accordance with the Cohort plc 2006 Share Option Scheme. These options 
were issued under the Enterprise Management Incentive (EMI) scheme.
24 February 2006 — option over 38,889 10 pence ordinary shares at an exercise price of 90 pence per share. The exercise period is from 
25 February 2008 to 25 February 2009.
8 March 2006 — option over 40,650 10 pence ordinary shares at an exercise price of £1.23 per share. The exercise period is from 9 March 2009 to 8 March 2016.
Both A S Thomis and S R Walther were granted options under the Company’s Save As You Earn (SAYE) share option scheme. Options were granted 
over 912 and 7,601 10 pence ordinary shares respectively on 5 May 2006 at an option exercise price of £1.23 per share. Options mature 1 June 2009.
NON-EXECUTIVE DIRECTORS
The Non-executive Directors entered into Letters of Appointment dated 27 February 2006. Both N M Prest and Sir Robert Walmsley were appointed 
for an initial three year term, which can be terminated upon three months’ notice being given by either party. They receive an annual fee 
of £25,000 each. In addition, N M Prest provides consultancy services to the Group as per an agreement entered into on 27 February 2006. 
The agreement provides for a minimum of 20 days’ consultancy in any one year at £1,250 per day.
DIRECTORS’ REMUNERATION
Details of Directors’ remuneration are set out below:
  Salary Bonus Emoluments Pension Total
  £ £ £ £ £
Executive Directors      
A E S Carter  65,000 — 65,000 — 65,000
A S Thomis  15,883 — 15,883 — 15,883
S R Walther  — — — — —
Non-executive Directors      
N M Prest  5,134 — 5,134 — 5,134
Sir Robert Walmsley  5,134 — 5,134 — 5,134
Total  91,151 — 91,151 — 91,151
A E S Carter received £25,000 (2005: £55,000) whilst acting solely as a Director of the 100% subsidiary of the Company , Systems Consultants Services Limited.
S R Walther received a salary of £3,069 during the year ended 30 April 2006, prior to his appointment as a Director of the Company on 9 May 2006.
N M Prest received £4,167 (2005: £Nil) as a consultant for the year ended 30 April 2006 in accordance with his agreement to act as a consultant 
dated 27 February 2006.
In addition, during the year ended 30 April 2006, N M Prest received £2,309 (2005: £Nil) and A S Thomis received £72,970 (2005: £Nil) whilst 
acting as consultants for the Group prior to their appointments as Directors. 
REMUNERATION COMMITTEE REPORT 13 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
We have audited the ﬁ nancial statements on pages 14 to 28. 
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work 
has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report 
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company 
and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The Directors’ responsibilities for preparing the Annual Report and the ﬁ nancial statements in accordance with applicable law and 
United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the ﬁ nancial statements in accordance with relevant legal and regulatory requirements and International Standards 
on Auditing (UK and Ireland).
We report to you our opinion as to whether the ﬁ nancial statements give a true and fair view and are properly prepared in accordance with 
the Companies Act 1985 and whether the information given in the Directors’ Report is consistent with the ﬁ nancial statements. We also report 
to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations 
we require for our audit, or if information speciﬁ ed by law regarding Directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report, and consider whether it is consistent with the audited ﬁ nancial statements. 
This other information comprises the Corporate Statement, Highlights, Chairman’s Statement, Chief Executive’s Review, Board of Directors, 
Corporate Governance Report, Remuneration Committee Report and the Notice of the Annual General Meeting. We consider the implications 
for our report if we become aware of any apparent misstatements or material inconsistencies with the ﬁ nancial statements. Our responsibilities 
do not extend to any other information.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit 
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁ nancial statements. It also includes an assessment 
of the signiﬁ cant estimates and judgements made by the Directors in the preparation of the ﬁ nancial statements, and of whether the accounting 
policies are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide 
us with sufﬁ cient evidence to give reasonable assurance that the ﬁ nancial statements are free from material misstatement, whether caused 
by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in 
the ﬁ nancial statements.
OPINION
In our opinion: 
•  the ﬁ nancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state 
of the Group’s and parent company’s affairs as at 30 April 2006 and of the Group’s proﬁ t for the year then ended and have been properly 
prepared in accordance with the Companies Act 1985; and
•  the information given in the Directors’ Report is consistent with the ﬁ nancial statements.
BAKER TILLY
REGISTERED AUDITOR
CHARTERED ACCOUNTANTS
12 GLENEAGLES COURT
BRIGHTON ROAD
CRAWLEY
WEST SUSSEX RH10 6AD
5 JULY 2006 
INDEPENDENT AUDITOR’S REPORT
To the members of Cohort plc 14 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
     2006 2005
    Notes £000  £000 
Turnover of the Group including its share of joint ventures   1 18,008 14,595
Less share of turnover of joint ventures     (185) (163)
Group turnover     17,823 14,432
Cost of sales     (13,318) (10,576)
Gross proﬁ t     4,505 3,856
Administrative expenses     (2,708) (1,841)
Group operating proﬁ t     1,797 2,015
Share of operating result of joint ventures    11 (148) (120)
Total operating proﬁ t    2 1,649 1,895
Exceptional items:    3  
Net provision against joint venture investments and commitments    102 (160)
Provision against related party undertakings (see note 23)    (339) (121)
Loss on sale of tangible fixed assets     (82) —
     (319) (281)
Proﬁ t on ordinary activities before interest     1,330 1,614
Interest receivable    4 105 48
Interest payable and similar charges    5 (76) (85)
     29 (37)
Proﬁ t on ordinary activities before taxation     1,359 1,577
Tax on proﬁ t on ordinary activities    7 (440) (473)
Proﬁ t on ordinary activities after taxation     919 1,104
Basic earnings per share    9 5.47p 6.97p
Diluted earnings per share    9 5.45p 6.97p
The proﬁ t on ordinary activities before taxation arises from the continuing operations of the Group, which merged with System Consultants Services Limited 
on 9 February 2006.
There are no recognised gains or losses other than as stated in the proﬁ t and loss account. 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 30 April 2006 15 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
 Group Company
    2006 2005 2006
   Notes £000  £000  £000 
Fixed assets    
Tangible ﬁ xed assets   10 99 1,036 —
Investments:   11 
Share of gross assets of joint ventures    101 215 —
Share of gross liabilities of joint ventures    (192) (228) —
    (91) (13) —
Provision against joint venture investments    — (33) —
Net investment in joint ventures    (91) (46) —
Subsidiaries    — — 1,584
    (91) (46) 1,584
    8 990 1,584
Current assets      
Debtors   12 6,375 3,947 1,821
Cash at bank    5,591 571 4,296
    11,966 4,518 6,117
Creditors: amounts falling due within one year   13 (2,830) (2,572) (155)
Net current assets    9,136 1,946 5,962
Total assets less current liabilities    9,144 2,936 7,546
Creditors: amounts falling due after more than one year  14 — (469) —
Provisions for liabilities and charges   16 (220) (270) —
Net assets    8,924 2,197 7,546
Capital and reserves      
Called up share capital   17 2,212 1 2,212
Share premium account   18 5,339 — 5,339
Proﬁ t and loss account   18 1,373 2,196 (5)
Equity shareholders’ funds   19 8,924 2,197 7,546
The ﬁ nancial statements on pages 14 to 28 were approved by the Board of Directors and authorised for issue on 5 July 2006 and are signed on its 
behalf by:
STANLEY CARTER  SIMON WALTHER 
CHIEF EXECUTIVE  FINANCE DIRECTOR
BALANCE SHEETS
As at 30 April 2006 16 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
 2006 2005
  Notes £000  £000  £000  £000 
Net cash inﬂ ow from operating activities  22  893  1,337
Returns on investment and servicing of ﬁ nance     
Interest received   75  48 
Interest element of ﬁ nance lease asset   21  — 
Interest paid   (68)  (72) 
    28  (24)
Taxation paid    (603)  (335)
Capital expenditure and ﬁ nancial investment     
Purchase of tangible ﬁ xed assets   (66)  (36) 
Sale of tangible ﬁ xed assets   868  — 
Investment in related party undertakings   (339)  (121) 
    463  (157)
Acquisitions     
Investment in joint ventures    (50)  (130)
Equity dividend paid    (159)  (228)
Cash inﬂ ow before management of liquid resources and ﬁ nancing   572  463
Net management of liquid resources    (5,278)  —
Financing     
Issue of ordinary shares (net of costs)   5,323  — 
Finance lease asset   85  — 
Repayment of secured loan   (514)  (43) 
(Repayment)/drawdown of Directors’ loans   (446)  89 
    4,448  46
(Decrease)/increase in net cash    (258)  509
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 April 2006 17 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
 2006 2005
   £000  £000  £000  £000 
(Decrease)/increase in net cash    (258)  509
Net movement in liquid resources   5,278  — 
Finance lease asset   251  — 
Secured loan   514  43 
Directors’ loans   446  (89) 
    6,489  (46)
Increase in net funds    6,231  463
Opening net debt    (389)  (852)
Closing net funds/(debt)    5,842  (389)
    At  At
     1 May Cash  30 April
     2005  ﬂ ow  2006
Funds reconciliation    £000 £000 £000
Cash and bank    571 (258) 313
Short-term deposits    — 5,278 5,278
    571 5,020 5,591
Finance lease    — 251 251
Directors’ loans    (446) 446 —
Secured loan    (514) 514 —
    (389) 6,231 5,842
The short-term deposits held by the Group are all less than one month in duration.
CONSOLIDATED CASH FLOW STATEMENT (CONTINUED)
For the year ended 30 April 2006 18 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
BASIS OF ACCOUNTING
The ﬁ nancial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. 
ACCOUNTING PERIOD
The Company has drawn up its accounts for the period from incorporation on 23 January 2006 to 30 April 2006. The Group has adopted merger 
accounting and presents accounts for the year ended 30 April 2006 with comparatives restated accordingly for the year ended 30 April 2005.
CONSOLIDATION
The Company has adopted merger accounting and presented Group results for the year ended 30 April 2006.
In preparing the Group accounts, the Group’s interest in joint ventures has been accounted for in accordance with the gross equity method 
and the comparatives have been restated accordingly.
The comparative ﬁ gures for the Group are the audited accounts for Systems Consultants Services Limited (SCS, the 100% subsidiary of the Company) 
for the year ended 30 April 2005 as restated for changes in accounting methods in preparing Group accounts. The impact of this accounting 
change and the restatement which arises from the change is the recognition of the Group’s share of losses in joint ventures and is further 
explained in note 11.
The Company has not presented its own proﬁ t and loss account, as permitted by Section 230(4) of the Companies Act 1985.
TANGIBLE FIXED ASSETS
Depreciation is provided on cost in annual instalments over the estimated useful life of assets which are reviewed annually. The rate of depreciation 
for equipment, ﬁ xtures and ﬁ ttings is 25% per annum of cost on a straight line basis. For the property sold in the year, the depreciation rate was 
2% per annum of cost (excluding land) on a straight line basis.
FINANCE LEASE
The Group has a ﬁ nance lease asset receivable from its 25% joint venture undertaking, Digital Millennium Map LLP . In this instance, where the 
Group acts as a lessor and substantially all the risks and rewards of ownership of the related assets are transferred to the lessee, the net present 
value of the future lease payments are recognised as a debtor and the interest value is recognised over the period which it is earned on an actuarial basis. 
OPERATING LEASE AGREEMENTS
Rentals applicable to operating leases where substantially all of the beneﬁ ts and risks of ownership remain with the lessor are charged against 
proﬁ ts on a straight line basis over the period of the lease.
DEFERRED TAXATION
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions 
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. 
Timing differences are differences between the Group’s taxable proﬁ ts and its results as stated in the ﬁ nancial statements that arise from the 
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the ﬁ nancial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based 
on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
PENSION CONTRIBUTIONS
Payments are made to the Company’s stakeholder pension scheme, a deﬁ ned contribution scheme. Amounts are charged to the proﬁ t and loss account 
as incurred.
TURNOVER
Turnover represents amounts receivable for the provision of services, excluding Value Added Tax. In accordance with Urgent Issues Task Force 40 
(Revenue recognition and service contracts), the Group recognises contract revenue as the activity progresses to reﬂ ect the partial performance 
of contractual obligations.
FINANCIAL INSTRUMENTS
Income and expenditure arising on ﬁ nancial instruments are recognised on an accruals basis and credited or charged to the proﬁ t and loss account 
in the ﬁ nancial period to which they relate.
ACCOUNTING POLICIES 19 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
1 TURNOVER AND SEGMENTAL REPORTING
The Group’s turnover was derived from its principal activity undertaken wholly within the UK. 
2 OPERATING PROFIT
     2006 2005
     £000  £000 
Operating proﬁ t is stated after charging:   
Depreciation of tangible assets   
 Owned assets     54 47
Rentals under operating leases   
 Land and buildings     7 —
Auditors’ remuneration  — audit   34 8
  — accounting advice   36 —
  — AIM listing (debited to the share premium account)   121 —
Included in the 2006 audit fee is £8,000 paid to the Group’s previous auditors.
3 EXCEPTIONAL ITEMS
     2006 2005
     £000  £000 
Release of provision against joint venture investments and commitments   (116) —
Provision against joint ventures and commitments    14 160
     (102) 160
Provision against costs incurred on behalf of related party undertakings   339 121
Loss on the sale of ﬁ xed assets     82 —
     319 281
The Group tax charge includes £102,000 credit (2005: £4,000 charge) in respect of exceptional items.
4 INTEREST RECEIVABLE
     2006 2005
     £000  £000 
Finance lease interest receivable     21 —
Other interest receivable     84 48
     105 48
5 INTEREST PAYABLE AND SIMILAR CHARGES
     2006 2005
     £000  £000 
Bank overdraft and loan interest     28 34
Other loan interest     35 38
Share of joint venture undertakings     13 13
     76 85
Other loan interest includes interest in respect of Directors’ loans (see note 23). 
6 EMPLOYEES
Staff costs during the period (including Directors) 
     2006 2005
     £000  £000 
Wages and salaries     6,295 5,015
Social security costs     705 574
Pension costs     144 79
     7,144 5,668
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 April 2006 20 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
6 EMPLOYEES (CONTINUED)
     2006 2005
Average number of employees     Number Number
Operational      120 98
Administration and operational support     23 17
     143 115
The above disclosures include Directors. Directors’ emoluments are disclosed separately in the Remuneration Committee Report on page 12. 
7 TAXATION 
     2006 2005
Group     £000  £000 
Corporation tax:      
Current year     406 550
Deferred taxation     34 (77)
     440 473
In 2005, £50,000 of tax was charged in respect of a prior year adjustment, following adoption of UITF 40 (see note 19). The Group’s share of joint 
venture tax was £Nil (2005 £Nil).
The tax assessed for the period is reconciled to the standard rate of corporation tax as follows:
     2006 2005
Group     £000  £000 
Proﬁ t on ordinary activities before taxation     1,359 1,577
Proﬁ t on ordinary activities multiplied by standard rate of tax for the period of 30%   408 473
Effect of expenses not allowable for tax purposes    1 —
Effect of depreciation in excess of capital allowances     3 5
Effect of capital loss not recognised     25 —
Effect of other short-term timing differences     12 38
Effect of disallowable investment provision charges    — 89
Effect of allowable losses for joint ventures      (43) (55)
Total current tax     406 550
8 DIVIDENDS
     2006 2005
     £000 £000
Dividend charged and paid     159 228
The dividends paid in 2006 and 2005 were by SCS, 100% subsidiary of the Company, to the previous owners of SCS, prior to the merger of the 
Company with SCS. The dividends paid are analysed in note 23.
The Board proposes a ﬁ nal dividend of 0.4 pence per 10 pence ordinary share for the year ended 30 April 2006, payable 6 September 2006 
to shareholders on the register as at 4 August 2006.
In accordance with FRS 21, Events after the balance sheet date, the proposed dividend was not accounted for in the year ended 30 April 2006.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 April 2006 21 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
9 EARNINGS PER SHARE
The earnings per share are calculated as follows:
  2006   2005
 Weighted average  Earnings Weighted average  Earnings
 number of Earnings per share number of Earnings per share
 shares £000 Pence shares £000 Pence
Basic earnings 16,791,727 919 5.47 15,840,000 1,104 6.97
Exceptional items — 319  — 281 
Tax on exceptional items — (102)  — 4 
Basic earnings before
exceptional items 16,791,727 1,136 6.77 15,840,000 1,389 8.77
Reverse exceptional items 
(net of tax) — (217)  — (285) 
Basic earnings 16,791,727 919 5.47 15,840,000 1,104 6.97
Share options 65,311 —  — — 
Diluted earnings 16,857,038 919 5.45 15,840,000 1,104 6.97
10 TANGIBLE FIXED ASSETS
    Freehold Equipment,  
     land and  ﬁ xtures and 
     buildings  ﬁ ttings  Total
Group    £000 £000  £000 
Cost    
At 1 May 2005    1,010 232 1,242
Additions    — 66 66
Disposals    (1,010) — (1,010)
At 30 April 2006    — 298 298
Depreciation   
At 1 May 2005    51 155 206
Charge in the period    10 44 54
Disposals    (61) — (61)
At 30 April 2006    — 199 199
Net book value   
At 30 April 2006    — 99 99
At 30 April 2005    959 77 1,036
There are no ﬁ xed assets held under ﬁ nance lease agreements. Included in the cost of freehold land and buildings is freehold land of £Nil 
(2005: £400,000) which was not depreciated. The Company’s ﬁ xed assets were £Nil on incorporation (23 January 2006) and £Nil at 30 April 2006. 22 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
11 INVESTMENTS
    Group 
 
Company
    2006 2005 2006
    £000 £000 £000
Subsidiary undertaking    — — 1,584
Joint ventures    (91) (46) —
    (91) (46) 1,584
The Group has provided £220,000 (2005: £270,000) against its committed investment in Digital Millennium Map LLP (see note 16). During the year , 
a further £50,000 (2005: £130,000) was invested in Digital Millennium Map LLP by the Company’s 100% subsidiary, SCS.
ANALYSIS OF JOINT VENTURES
    SCS  Digital 
    Mothership Millenium 
    Limited Map LLP Total
2006    £000 £000 £000
Share of gross assets    15 86 101
Share of gross liabilities    (76) (116) (192)
    (61) (30) (91)
Provision against joint venture investments    — — —
    (61) (30) (91)
2005      
Share of gross assets    67 148 215
Share of gross liabilities    (113) (115) (228)
    (46) 33 (13)
Provision against joint venture investments    — (33) (33)
    (46) — (46)
ANALYSIS OF MOVEMENT IN INVESTMENTS
    Group 
 
Company
   SCS Digital Total 
    Mothership   Millennium  joint  
   Limited  Map LLP  ventures Subsidiary
   £000 £000 £000 £000
At 1 May 2005   (46) — (46) —
Additions   — 83 83 1,584
Proﬁ t and loss account:   Share of joint ventures including interest  (15) (146) (161) —
 Release of provision against joint 
venture investment   — 33 33 —
At 30 April 2006   (61) (30) (91) 1,584
     Proportion of 
 Country of Type  shareholding and 
 registration of shares voting rights held Nature of business
Name of Company directly owned    
Systems Consultants Services Limited (SCS) England Ordinary 100% Technical consultancy
Held by subsidiary    
SCS Mothership Limited England Ordinary 50% 3D mapping technology
Digital Millennium Map LLP England Ordinary 25% 2D digital mapping 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 April 2006 23 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
11 INVESTMENTS (CONTINUED)
The Group accounts for the year ended 30 April 2005 are based upon the audited accounts of SCS, restated to take account of investments in 
joint ventures as equity interests of the Group. The impact of the restatement on the previously published ﬁ gures of SCS is as follows:
Group turnover (including joint ventures) has increased by £163,000 to £14,595,000.
The loss from joint ventures of £120,000 represents the Group’s share of the losses for the year ended 30 April 2005. This was previously £Nil 
in the accounts of SCS. The interest payable has increased by £13,000 as a result of the Group’s share of the interest costs of joint ventures. 
The opening and closing equity has been restated as follows:
    As   
    previously Adjusted As
    stated to equity  restated
    in the  account in the
    accounts  for joint Group
    of SCS  ventures accounts
    £000 £000 £000
At 1 May 2004    1,339 (18) 1,321
Proﬁ t and loss account    904 (28) 876
At 30 April 2005    2,243 (46) 2,197
12 DEBTORS
    Group 
 
Company
    2006 2005 2006
    £000 £000 £000
Amounts due from subsidiary undertaking    — — 1,009
Amounts owed by joint ventures    165 229 —
Trade debtors    4,591 2,863 —
Prepayments and accrued income    506 609 16
Other debtors    819 169 796
Finance lease (see note 15)    110 — —
Debtors due less than one year    6,191 3,870 1,821
Finance lease (see note 15)    141 — —
Deferred taxation asset    43 77 —
Debtors due greater than one year    184 77 —
    6,375 3,947 1,821
The other debtors includes £750,000 (2005: £Nil) receivable from N M Prest (see note 23). Other debtors also include £460,300 (2005: £Nil) 
due from other related parties (see note 23) which are shown as a net £Nil, after provisions of £460,300 (2005: £Nil).
    Group 
 
Company
    2006 2005 2006
    £000 £000 £000
Deferred taxation asset      
At 1 May    77 — —
Proﬁ t and loss account (debit)/credit    (34) 77 —
At 30 April     43 77 —
The deferred tax asset comprises the following amounts:
    Group 
 
Company
    2006 2005 2006
    £000 £000 £000
Accelerated capital allowances    (1) — —
Other timing differences    44 77 —
    43 77 — 24 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
13 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
    Group 
 
Company
    2006 2005 2006
    £000 £000 £000
Bank loans and overdrafts    — 45 —
Advance receipts    140 — —
Trade creditors    908 754 138
Other creditors    294 604 17
Social security and other taxes    932 311 —
Corporation tax    406 611 —
Accruals    150 247 —
    2,830 2,572 155
Other creditors include Directors’ loan accounts of £Nil (2005: £445,800).
14 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
    Group 
 
Company
    2006 2005 2006
    £000 £000 £000
Bank loan    — 469 —
The bank loan, which was secured over the freehold property of the Group, was repaid in full on the sale of the freehold property on 27 February 2006.
15 FINANCIAL INSTRUMENTS
The Group’s ﬁ nancial instruments comprise cash and a ﬁ nance lease asset. The ﬁ nance lease asset is with the 25% owned joint venture investment 
of the Group, Digital Millennium Map LLP . The purpose of these ﬁ nancial instruments is to ﬁ nance the Group’s operations. All are considered to 
be stated at fair value.
It is, and has been throughout the period under review, the Group’s policy that no trading in ﬁ nancial instruments shall be undertaken. 
The main risk arising from the Group’s ﬁ nancial instruments is interest rate risk. 
The Group had short-term deposits at 30 April 2006 totalling £5.3m with the latest maturity date of 30 May 2006 and a range of interest rates 
from 4.46% to 4.50%.
The ﬁ nance lease asset receivable at 30 April 2006 was £251,118. This asset was established in July 2005 and is receivable in monthly instalments, 
the ﬁ nal instalment due June 2008. The interest rate earned on the ﬁ nance lease asset is 3.75% above LIBOR on the outstanding principal. 
The rate at 30 April 2006 was 8.25%.
16 PROVISIONS FOR LIABILITIES AND CHARGES
The provision of £220,000 (2005: £270,000) is in respect of the Group’s further commitment to invest in Digital Millennium Map LLP . During the year 
ended 30 April 2006, a further £50,000 was invested in Digital Millennium Map LLP , accounting for the reduction seen in this provision. The 
investment in Digital Millennium Map LLP is set out in detail in note 11.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 April 2006 25 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
17 CALLED UP SHARE CAPITAL
     Authorised Allotted, called up and fully paid
    Number of shares  Number of shares £000 
Ordinary shares of 10p each    40,000,000 22,121,497 2,212
The Company was incorporated on 23 January 2006 with an authorised share capital of £2,000,000 divided into 2,000,000 ordinary shares 
of £1 each of which two were issued, credited as fully paid up, one to each of A E S Carter and J W Lyde.
On 9 February 2006, one £1 ordinary share was issued, credited as fully paid to J D Tydeman. A further 1,583,997 shares were issued, credited 
as fully paid in exchange for the entire issued share capital of SCS. The shares were issued in the following proportions to the shareholders of SCS:
      Number of £1 
      ordinary shares issued
A E S Carter      1,203,839
J W Lyde      190,079
J D Tydeman      190,079
      1,583,997
A further 2,223 and 1,667 were issued to A S Thomis and Sir Robert Walsmley for a consideration of £20,000 and £15,000 respectively, paid in full.
On 9 February 2006 the authorised share capital was increased to £4,000,000 by the creation of 2,000,000 new ordinary shares of £1 each. 
Subsequently, the entire authorised and issued ordinary shares of £1 each were sub-divided into ten ordinary shares of 10 pence each raising 
the authorised share capital to 40,000,000 ordinary shares of 10 pence each and the issued share capital to 15,878,900 ordinary shares of 
10 pence each.
On 15 February 2006, 718,514 and 261,276 ordinary shares of ten pence each were issued to N M Prest and A Prest (N M Prest’s wife) for a consideration 
of £550,000 and £200,000 respectively, paid in full. A further 979,790 ordinary shares of 10 pence each were issued, credited as fully paid to 
N M Prest in return for an unsecured receivable of £750,000 from N M Prest, payable, unconditionally, in full by 31 January 2006 or earlier.
On 8 March 2006 the Company issued a further 4,065,041 ordinary shares of 10 pence each at an offer price of £1.23 per share via a placing when 
the Company listed on AIM. A further 217,976 ordinary shares of 10 pence each were issued to employees of the Group on the same date for 
£1.23 per share, paid in full. 
The following share options were unexercised at 30 April 2006
   Options  
   over 10p  
   ordinary Option  
   shares price  Exercise
Description of option   Number £  period
Cohort plc 2006
Share option scheme   38,889 0.90 25 February 2008 to 25 February 2009
Cohort plc 2006
Share option scheme   355,688 1.23 9 March 2009 to 8 March 2016
18 RESERVES
    Share premium  Proﬁ t and loss
    account  account Total
Group    £000 £000 £000
At 1 May 2005     — 2,196 2,196
Proﬁ t after tax    — 919 919
Dividends paid    — (159) (159)
Bonus issue of shares on merger of Cohort plc and SCS   — (1,583) (1,583)
Issue of new 10p ordinary shares    6,175 — 6,175
Costs of share issue and placing    (836) — (836)
At 30 April 2006    5,339 1,373 6,712
The opening proﬁ t and loss account of the Group has been reduced by £46,000 from £2,242,000 to £2,196,000 reﬂ ecting the equity accounting 
for joint ventures (see note 11). 26
18 RESERVES (CONTINUED)
On 9 February 2006, the Company’s 100% subsidiary, SCS, made a bonus issue of 1,583 £1 ordinary shares for each £1 ordinary share in issue. 
The total number of bonus £1 ordinary shares issued was 1,583,000. The bonus issue was created by a transfer from the distributable 
proﬁ t and loss account of SCS; this is included in the Group reserves movement for the year because of merger accounting.
    Share Proﬁ t
     premium   and loss
    account  account Total
Company    £000 £000 £000
At 23 January 2006 (on incorporation)    — — —
Retained proﬁ t for the period    — (5) (5)
Issue of new ordinary shares    6,175 — 6,175
Costs of share issue and placing    (836) — (836)
At 30 April 2006    5,339 (5) 5,334
The Company’s retained loss for the period ended 30 April 2006 is £4,856.
During the period the Company issued new share capital of 22,121,497 ordinary shares of 10 pence each, after adjusting for the 10 for 1 
sub-division on 9 February 2006. 15,840,000 shares were issued at par value. The remainder were issued at a premium as follows:
      Total  Share 
   Number of Issue consideration  premium
   shares issued  price received on issue
Date of issue   Number Pence £000 £000
9 February 2006   38,900 90.0 35 31
15 February 2006   1,959,580 76.5 1,500 1,304
8 March 2006   4,283,017 123.0 5,268 4,840
   6,281,497  6,803 6,175
19 RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS’ FUNDS
    Group 
 
Company
    2006 2005 2006
    £000 £000 £000
At 1 May    2,197 1,321 —
Proﬁ t/(loss) after tax    919 1,104 (5)
Dividends paid    (159) (228) —
Issue of shares on merger with SCS    — — 1,584
Issue of new 10p ordinary shares    6,803 — 6,803
Costs of new share issue and placing    (836) — (836)
At 30 April     8,924 2,197 7,546
The opening shareholders’ funds at 1 May 2005 have been restated as follows:
      £000
At 30 April 2004, as originally stated      1,215
Prior year adjustment on adoption of UITF 40, £174,000 less tax of £50,000    124
Equity accounting for joint ventures (see note 11)     (18)
At 1 May 2005 restated      1,321
20 PENSION COMMITMENTS
The Group makes contributions to a deﬁ ned contribution stakeholder pension scheme. The contributions for the year of £144,000 (2005: £79,000) 
were charged to the proﬁ t and loss account.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 April 2006
Cohort plc ANNUAL REPORT AND ACCOUNTS 2006 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
21 COMMITMENTS
At 30 April 2006 the Group was committed to making the following payments during the next year in respect of operating leases:
     2006 2005
     £000 £000
Land and buildings:      
Leases which expire between two and ﬁ ve years    57 —
There were no capital commitments at 30 April 2006 (2005: £Nil).
22 CASH FLOW
     2006 2005
Reconciliation of operating proﬁ t to net cash inﬂ ow from operating activities   £000 £000
Operating proﬁ t     1,797 2,015
Depreciation     54 47
Increase in debtors     (1,428) (692)
Increase/(decrease) in creditors     470 (33)
Net cash inﬂ ow from operating activities     893 1,337
23 RELATED PARTY TRANSACTIONS
The Group had related party transactions for the years ended 30 April as follows:
      Change in
      loans/current  
     Investment accounts/sales
   Purchases Sales in year ledger
   £000 £000 £000 £000
SCS Mothership Limited  2006 — 111 — (52)
  2005 — — — 165
S P Residual Limited (formerly Sentinel Programmes Limited) 2006 (1) 48 — 171
  2005 — 1 — 92
Digital Millennium Map LLP  2006 — — 50 2
  2005 — — 130 12
Centre for Defence and International Security Studies 2006 — 7 — 87
  2005 — — — 29
SCS South Africa  2006 — — — 80
  2005 — — — —
The change in the loans, current accounts and sales ledgers reﬂ ects purchases, sales and support costs to the related party undertakings.
The movement in the Digital Millennium Map LLP current account balance does not includes a ﬁ nance lease in respect of a camera. The amount 
recoverable on this lease at 30 April 2006 was £251,118 (2005: £Nil), see also note 15. The total cost of the camera was £338,158. In respect 
of the ﬁ nance lease, Digital Millennium Map LLP repaid £85,235 of capital and interest of £20,944, which was recognised as income in the year 
by the Group (see note 4).
The balances with related parties were as follows:
 2006 2005
 Gross asset Provision Net balance Gross asset Provision Net balance
 £000 £000 £000 £000 £000 £000
SCS Mothership Limited 165 — 165 217 — 217
S P Residual Limited
(formerly Sentinel Programmes Limited) 264 (264) — 92 (92) —
Digital Millennium Map LLP 265 (14) 251 181 — 181
Centre for Defence and 
International Security Studies 116 (116) — 29 (29) —
SCS South Africa 80 (80) — — — —
 890 (474) 416 519 (121) 398
The balances disclosed above are the total of balances held with the related party and include current accounts and loans, but exclude investments. 
In addition to the above, a further £220,000 (2005: £270,000) is provided against the Group’s committed investment in Digital Millennium Map LLP .
27 28 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
23 RELATED PARTY TRANSACTIONS (CONTINUED)
During the year ended 30 April 2006 the charge in respect of related party undertakings to the proﬁ t and loss account was £353,000 which 
is disclosed within the exceptional items (see note 3), £339,000 as provision against related party undertakings and £14,000 within the provision 
against joint ventures.
The relationships are described as follows:
SCS Mothership Limited — a 50% joint venture, the interest in which is owned by SCS.
S P Residual Limited — formerly known as Sentinel Programmes Limited. The business of this Company has been transferred after the year end 
to The Events Practice Limited and the Company renamed S P Residual Limited. T Martin, a Director of SCS during the year owns this undertaking 
in its entirety. SCS has provided funding to this entity in the form of a loan.
Digital Millennium Map LLP — 25% joint venture, the interest in which is owned by SCS. 
Centre for Defence and International Security Studies (CDiSS) — SCS has provided funding to this entity in the form of a loan. A E S Carter 
(a Director of Cohort plc) is a Director of CDiSS and owns a one third interest in the equity of CDiSS.
SCS South Africa — a close Company where SCS has provided funding in the form of a loan to SCS South Africa. The Group has no equity interest 
in SCS South Africa.
Also during the period, the Group made net repayments of loans, the interest thereon and paid dividends to the following Directors and 
their spouses:
   Loan Interest Dividend Total
   £000 £000 £000 £000
A E S Carter   323 21 74 418
J W Lyde   122 7 50 179
J D Tydeman   1 — 35 36
   446 28 159 633
The loans were settled in full on 23 February 2006.
The dividends paid in 2005 were as follows:
      £000
A E S Carter      88
J W Lyde      63
J D Tydeman      77
      228
On 27 February 2006, the freehold property owned by the Group, The Court House, was sold to The Court House Partnership for an independently 
determined market price of £880,000, realising a loss to the Group, after costs of £81,478 (see note 3). The Group entered into a lease 
agreement with The Court House Partnership to rent The Court House property at an annual rent of £57,000. The commitment is for 
ﬁ ve years with a termination notice of six months by the Group without penalty. A E S Carter is a partner of The Court House Partnership. 
N M Prest acquired 979,790 10 pence ordinary shares in the Company for £750,000, which is payable, unconditionally, at any time up until 
31 January 2007. This debt is not secured (see note 12).
In addition, the following transactions were undertaken with Directors of the Company and its subsidiaries during the period:
A S Thomis — provided consultancy services to the Group during the year ended 30 April 2006 to the sum of £72,970 (2005: £Nil) of which £18,242 
was charged as part of the operating proﬁ t of the Group and £54,727 charged to the share premium account as part of the share issue 
and placing costs.
N M Prest — provided consultancy services to the Group during the year ended 30 April 2006 of £2,309 (2005: £Nil), of which £1,342 was charged 
to the share premium account as part of the share issue and placing costs.
T Martin — provided consultancy services to the Group during the year ended 30 April 2006 to the sum of £34,776 (2005: £23,139). 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 April 2006 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
Notice is hereby given that the ﬁ rst Annual General Meeting (AGM) of Cohort plc (the Company) will be held at Phyllis Court Club, Marlow Road, 
Henley-on-Thames, Oxfordshire RG9 2HT on 31 August 2006 at 2.00pm for the following purposes:
ORDINARY BUSINESS
To consider and, if thought ﬁ t, pass the following resolutions:
1 To receive and adopt the Directors’ Report and ﬁ nancial statements for the period ended 30 April 2006.
2  To declare a ﬁ nal dividend for the period ended 30 April 2006 of 0.4 pence per ordinary share of 10 pence each in the capital of the Company 
to be paid on 6 September 2006 to members whose names appear on the register of members at the close of business on 4 August 2006.
3 To re-elect Nick Prest as a Director of the Company, who retires by rotation in accordance with the Articles of Association of the Company.
4 To re-elect Stanley Carter as a Director of the Company, who retires by rotation in accordance with the Articles of Association of the Company.
5 T o re-elect Sir Robert Walmsley as a Director of the Company , who retires by rotation in accordance with the Articles of Association of the Company .
6 To re-elect Andrew Thomis as a Director of the Company, who retires by rotation in accordance with the Articles of Association of the Company.
7 To re-elect Simon Walther as a Director of the Company, who retires by rotation in accordance with the Articles of Association of the Company.
8  To re-appoint Baker Tilly as auditor of the Company to hold ofﬁ ce from the conclusion of the meeting until the conclusion of the next general 
meeting of the Company at which ﬁ nancial statements are laid and to authorise the Directors to set their remuneration. 
To transact any other business of the Company.
SPECIAL BUSINESS
To consider and, if thought ﬁ t, pass the following resolutions which will be proposed as to Resolution 9 as an Ordinary Resolution and as to 
Resolutions 10 and 11 as Special Resolutions:
9  THAT , subject to and in accordance with Article 16 of the Articles of Association of the Company, the Directors of the Company be and they 
are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act 1985 (the Act) (in substitution for any 
existing authority to allot relevant securities (within the meaning of section 80 of the Act)) to exercise all powers of the Company to allot 
relevant securities up to an aggregate nominal value of £737,477, being approximately one third of the current issued share capital of the 
Company, provided that this authority shall expire 15 months from the date of passing this Resolution or at the conclusion of the next AGM 
of the Company to be held in 2007 whichever is the earlier, except that the Company may before such expiry make an offer or agreement 
which would or might require relevant securities of the Company to be allotted after such expiry and the Directors may allot relevant 
securities in pursuance of that offer or agreement as if the authority conferred by this Resolution had not expired.
10  THAT , subject to the passing of Resolution 9 as set out in this Notice of AGM and in accordance with Article 17 of the Articles of Association of the 
Company the Directors of the Company be and they are hereby generally empowered pursuant to section 95 of the Act to allot equity securities 
(in substitution for any existing authority to allot equity securities (within the meaning of section 94 of the Act)) for cash, pursuant to the 
authority conferred by Resolution 9 as set out in this Notice of AGM, as if section 89(1) of the Act did not apply to such allotment, 
provided that this power shall be limited to the allotment of equity securities:
 10.1  for the purposes of, or in connection with an offer by way of a rights issue, open offer or other pre-emptive offer of equity 
securities in favour of ordinary shareholders where the securities respectively attributable to the interests of such shareholders are 
proportionate (as nearly as may be) to the respective numbers of ordinary shares held by such holders (but subject to such exclusions 
or other arrangements as the Directors consider appropriate, necessary or desirable to deal with fractional entitlements or any legal 
or practical difﬁ culties arising under the laws of any territory or the requirements of any regulatory body or recognised investment 
exchange); and
 10.2  (otherwise than pursuant to subparagraph 10.1 above) of equity securities up to an aggregate nominal value of £221,243 
(being approximately 10% of the current issued share capital of the Company); 
  and such power shall expire 15 months from the date of passing this Resolution or at the conclusion of the AGM of the Company to 
be held in 2007, whichever is earlier, save that the Company may before such expiry make an offer or agreement which would or might 
require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or 
agreement as if the power conferred hereby had not expired.
29
NOTICE OF ANNUAL GENERAL MEETING 30 Cohort plc ANNUAL REPORT AND ACCOUNTS 2006
11  THAT , the Company be generally and unconditionally authorised pursuant to Article 9 of the Articles of Association of the Company 
and pursuant to section 166 of the Act to make market purchases (as deﬁ ned in section 163 of the Act) of ordinary shares of 10 pence each 
in the capital of the Company provided that:
 11.1  the maximum number of ordinary shares hereby authorised to be purchased is 3,318,644 (being approximately 15% of the current 
issued ordinary share capital of the Company);
 11.2 the minimum price which may be paid for such shares is 10 pence per ordinary share being the nominal value thereof;
 11.3  the maximum price (exclusive of expenses) which may be paid for such shares shall not be more than 5% above the average of the 
middle market quotations for ordinary shares of 10 pence each in the capital of the Company as derived from the AIM Appendix of the 
Daily Ofﬁ cial List of London Stock Exchange plc for the ﬁ ve business days immediately preceding the day on which the contract for 
purchase is made; and
 11.4  the authority shall expire 15 months from the date of passing this Resolution or at the conclusion of the next AGM of the Company in 2007 
whichever is earlier provided that the Company may before such expiry make a contract to purchase its own shares which would or might 
be executed wholly or partly after such expiry and the Company may make a purchase of its own shares in pursuance of such contract as 
if the authority conferred hereby had not expired.
By order of the Board
SIMON WALTHER
COMPANY SECRETARY
5 JULY 2006
NOTES
1  Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (who need not be a member of the Company) to 
attend and, on a poll, vote instead of the member. Completion and return of a form of proxy will not preclude a member from attending and 
voting at the meeting in person, should he subsequently decide to do so.
2  In order to be valid, any form of proxy, power of attorney or other authority under which it is signed, or a notarially certiﬁ ed 
or ofﬁ ce copy of such power or authority, must reach the Company’s Registrars, Capita Registrars, Proxy Department, The Registry, 
34 Beckenham Road, Beckenham, Kent BR3 4TU, not less than 48 hours before the time of the meeting or of any adjournment 
of the meeting.
3  As permitted by Regulation 41 of the Uncertiﬁ cated Securities Regulations 2001, shareholders who hold shares in uncertiﬁ cated form must 
be entered on the Company’s share register at 2.00pm on 29 August 2006 in order to be entitled to attend and vote at the AGM. Such 
shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall 
be disregarded in determining the rights of any person to attend or vote at the meeting.
4  Copies of the service contracts of each of the Directors, and the register of Directors’ interests in shares of the Company kept pursuant to 
section 325 of the Act will be available for inspection at the registered ofﬁ ce of the Company during usual business hours on any weekday 
(Saturdays and public holidays excluded) from the date of this Notice until the date of the AGM and at the place of the AGM from at least 
15 minutes prior to and until the conclusion of the AGM.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED) I/we .......................................................................................................................................................................................................................................
(in block capitals please)
of  ..........................................................................................................................................................................................................................................
being (a) holder(s) of ordinary shares of 10 pence each in Cohort plc (the Company), hereby appoint the chairman of the meeting
or  ..........................................................................................................................................................................................................................................
of ...........................................................................................................................................................................................................................................
as my/our proxy to attend (and on a poll) to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 
Phyllis Court Club, Marlow Road, Henley-on-Thames, Oxfordshire RG9 2HT on 31 August 2006 at 2.00pm and at any adjournment thereof. Please 
indicate with an X in the space below how you wish your proxy to vote. If no indication is given, your proxy will vote or abstain from voting as he 
thinks ﬁ t.
 ORDINARY RESOLUTIONS FOR AGAINST WITHELD
 1. To receive and adopt the Directors’ Report and ﬁ nancial statements.    
 2. To declare a ﬁ nal dividend for the period ended 30 April 2006.  
 3. To re-elect Nick Prest as a Director.  
 4. To re-elect Stanley Carter as a Director.  
 5. To re-elect Sir Robert Walmsley as a Director.  
 6. To re-elect Andrew Thomis as a Director.  
 7. To re-elect Simon Walther as a Director.  
 8. To re-appoint Baker Tilly as auditor.  
 9. To grant the Directors authority to allot shares under section 80 Companies Act 1985. 
 SPECIAL RESOLUTION  
 10. To disapply statutory pre-emption rights under section 95 Companies Act 1985.    
 11. To grant the Directors authority to purchase own shares.    
Dated .................................................. Signature   .........................................................................................................
NOTES
1.  A member may appoint a proxy of his own choice, who need not be a member of the Company. If such an appointment is made, delete the 
words “the Chairman of the meeting” and insert the name of the person to be appointed as proxy in the space provided. Please initial any 
such alteration. Return of a form of a proxy will not preclude a member from attending and voting at the meeting in person should he so decide.
2.  If the appointor is a corporation, this form of proxy must be executed under its seal or under the hand of an ofﬁ cer, attorney or other person 
authorised to sign the same on its behalf. If the appointor is not a corporation, this form of proxy must be executed under the hand of the 
appointor or of his attorney duly authorised in that behalf.
3.  In the case of joint holders, the signature of any one holder will be sufﬁ cient but the names of all the joint holders should be stated. 
The vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes 
of other joint holders, and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members 
in respect of the joint holding.
4.  To be effective this form of proxy must be lodged at the ofﬁ ce of Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, 
Kent BR3 4TU not less than 48 hours before the start of the meeting or adjourned meeting and must be accompanied by any power of 
attorney or other authority under which it is signed or by a notarially certiﬁ ed copy of such power or authority.
FORM OF PROXY
✂ Capita Registrars
Proxy Department
PO Box 25
Beckenham
Kent 
BR3 4BR
BUSINESS REPLY SERVICE
Licence No. MB122
FIRST FOLD
SECOND FOLD
THIRD FOLD AND TUCK IN Cohort plc 
ANNUAL REPORT AND ACCOUNTS 2006
Cohort plc
THE COURT HOUSE 
NORTHFIELD END 
HENLEY-ON-THAMES 
OXFORDSHIRE 
RG9 2JN 
TEL 01491 843 150
FAX 01491 843 151
EMAIL info@cohortplc.com
WEB www.cohortplc.com
REGISTERED NUMBER: 05684823
Cohort plc ANNUAL REPORT AND ACCOUNTS 2006