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 UK 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  Company Profile
01  Highlights
02  Chairman’s Statement
04  Chief Executive’s Report
06  Finance Director’s Review
10 Operational Review
16   Board of Directors and 
Executive Management
18  Directors’ Report
22  Corporate Governance Report
24  Remuneration Committee Report
26  Independent Auditors’ Report
27  Consolidated Income Statement
28   Consolidated and Company 
Balance Sheets
29  Consolidated Statement of Changes 
in Equity
30  Consolidated Cash Flow Statement
31  Notes to the Financial Statements
49  Accounting Policies
54  Notice of Annual General Meeting
IBC Advisers
   Shareholder Information 
and Financial Calendar
Cohort plc
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN
Cohort plc
Annual Report and Accounts 2008
 Cohort plc Annual Report and Accounts 2008 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 UK 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  Company Profile
01  Highlights
02  Chairman’s Statement
04  Chief Executive’s Report
06  Finance Director’s Review
10 Operational Review
16   Board of Directors and 
Executive Management
18  Directors’ Report
22  Corporate Governance Report
24  Remuneration Committee Report
26  Independent Auditors’ Report
27  Consolidated Income Statement
28   Consolidated and Company 
Balance Sheets
29  Consolidated Statement of Changes 
in Equity
30  Consolidated Cash Flow Statement
31  Notes to the Financial Statements
49  Accounting Policies
54  Notice of Annual General Meeting
IBC Advisers
   Shareholder Information 
and Financial Calendar
Cohort plc
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN
Cohort plc
Annual Report and Accounts 2008
 Cohort plc Annual Report and Accounts 2008 About us Our Operations
Shareholder Information and Financial Calendar
Advisers
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:
• Independent
• Technically expert
• Practically oriented
• Flexible
• Cost‑effective
• 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.
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 c130 
permanent employees, plus c10 
deployed associates.
Our Market Sectors
•  Defence •  Security •  Information systems •  Telecommunications •  Space 
•  Transport •  Off‑shore
Our Clients
Our clients include the MOD, other UK Government Departments, NATO and a range 
of industry clients including major international corporations.
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 c115 
permanent employees, plus c190 
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 c210 permanent employees.
Shareholders’ Enquiries
If you have an enquiry about the Company’s business, or about 
something affecting you as a shareholder (other than queries 
which are dealt with by the Registrar), you should contact the 
Company Secretary by letter or by telephone at the Company’s 
registered office.
Share Register
Capita Registrars maintain the register of members of the Company. 
If you have any questions about your personal holding of the 
Company’s shares, please contact:
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU
Tel: 0870 162 3100 (for calls within the UK)
 +44 20 8639 2157 (for calls from overseas)
If you change your name or address or if details on the envelope 
enclosing this Report, including your post code, are incorrect 
or incomplete, please notify the Registrar in writing.
Daily Share Price Listings
The Financial Times  – AIM, Aerospace and defence
The Times – Professional and support services
Daily Telegraph – AIM section
Financial Calendar
Annual General Meeting   28 August 2008 
Final dividend payable   3 September 2008
Expected announcement of results for the year ending 30 April 2009:
Half year announcement   December 2008 
Full year preliminary announcement  June 2009
Registered Office
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN
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 About us Our Operations
Shareholder Information and Financial Calendar
Advisers
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:
• Independent
• Technically expert
• Practically oriented
• Flexible
• Cost‑effective
• 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.
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 c130 
permanent employees, plus c10 
deployed associates.
Our Market Sectors
•  Defence •  Security •  Information systems •  Telecommunications •  Space 
•  Transport •  Off‑shore
Our Clients
Our clients include the MOD, other UK Government Departments, NATO and a range 
of industry clients including major international corporations.
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 c115 
permanent employees, plus c190 
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 c210 permanent employees.
Shareholders’ Enquiries
If you have an enquiry about the Company’s business, or about 
something affecting you as a shareholder (other than queries 
which are dealt with by the Registrar), you should contact the 
Company Secretary by letter or by telephone at the Company’s 
registered office.
Share Register
Capita Registrars maintain the register of members of the Company. 
If you have any questions about your personal holding of the 
Company’s shares, please contact:
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU
Tel: 0870 162 3100 (for calls within the UK)
 +44 20 8639 2157 (for calls from overseas)
If you change your name or address or if details on the envelope 
enclosing this Report, including your post code, are incorrect 
or incomplete, please notify the Registrar in writing.
Daily Share Price Listings
The Financial Times  – AIM, Aerospace and defence
The Times – Professional and support services
Daily Telegraph – AIM section
Financial Calendar
Annual General Meeting   28 August 2008 
Final dividend payable   3 September 2008
Expected announcement of results for the year ending 30 April 2009:
Half year announcement   December 2008 
Full year preliminary announcement  June 2009
Registered Office
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN
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 01
Cohort plc
Annual Report 
and Accounts 2008
Operational:
•   Strong revenue growth from MASS 
and SCS
•  SCS secured key part in UK MOD 
LEAPP programme
•  MASS secured and has begun 
to execute delivery on a key 
overseas electronic warfare 
operational support programme
•  SEA has performed above 
expectations since acquisition and 
secured key orders in Defence, 
Space and Transport
Financial:
•  Acquisition of SEA 
on 31 October 2007
•  Group revenue up 66% to £57.1m
•	 	 Adjusted	 operating	p rofit*	up	210%	
at £6.1m
•	 	 Adjusted	 earnings	pe r	share**	
up 63% at 14.2p
•  Group order book at  
30 April 2008 £58.3m
•  Final proposed dividend up 11% 
to 1.0p per share
Highlights
Revenue
2008
£57.1m
2007
£34.4m
2006
£17.8m
Adjusted	Operating	P rofit*
2008
£6.1m
2007
£2.9m
2006
£1.6m
Order Book at 30 April
2008
£58.3m
2007
£38.3m
£6.0m
*	 	 A d j u s t e d 	 o p e r a t i n g 	 p r o fi t 	 excludes	amo rtisation	of	other	
intangible assets, exceptional items and joint ventures
**	 	 A d j u s t e d 	 e a r n i n g s 	 p e r 	 s h a r e 	 i s 	 b a s e d 	 u p o n 	 p r o fi t 	 a f t e r 	 t a x 	 e x c l u d i n g	
amortisation of other intangible assets and exceptional items
2006 02
Cohort plc
Annual Report 
and Accounts 2008
Chairman’s Statement
•	 SEA	e x ceeded	e xpect ations
•	 	 MASS	and	SCS	r e v enue	continued	
to grow strongly
•	 	 A djus t ed	ear nings	per	shar e	63%	
ahead	of	200 7	at	1 4.2p
•	 	 Pr oposed	final	dividend	of	1 .0p	per	
shar e,	1 1%	abo v e	200 7
•	 	 Or der	book	of	£58.3m	pr o vides	a	good	
platf or m	f or	2009
Summar y : 
Chairman’s Statement
I am pleased to announce that Cohort plc has 
continued to make good progress in its second full 
year as a publicly quoted company, successfully 
implementing our strategy of growing both organically 
and by acquisition in the provision of technical 
services to defence and related markets. Our existing 
subsidiaries, MASS Consultants Limited (MASS) and 
Systems Consultants Services Limited (SCS) again 
delivered strong revenue growth. Cohort acquired 
SEA (Group) Limited (SEA) on 31 October 2007 and 
the new business has settled in well and performed 
ahead	of	expectations	in	its	first	six	months	within	
the Group.
Key Financials
In the year ended 30 April 2008, Cohort achieved 
revenue of £57.1m (2007: £34.4m) representing 
a 66% increase on 2007. This included revenue of 
£26.1m (2007: £22.1m) from SCS, and £18.0m from 
MASS (2007: £12.3m for nine months), representing 
annualised organic growth of 18% and 10% respectively , 
with an initial contribution from SEA of £13.0m.
The	Group’ s	adjusted	operating	profit	was	£6.1m	
(2007:	£2.9m).	 This	included	operating	profit	from	
SCS of £2.3m (2007: £2.2m) and from MASS of £2.3m 
(2007: £1.3m for nine months) representing annualised 
organic growth of 6% and 30% respectively. The initial 
contribution from SEA for six months was £2.2m, 
representing a strong second half performance. 
Cohort group overheads were £0.7m (2007: £0.6m). 
Group	operating	profit	was	£5.5m	(2007:	£2.5m).
P r o fi t 	 b e f o r e 	 a m o r t i s a t i o n 	 o f 	 o t h e r 	 i n t a n g i b l e 	 a s s e t s ,	
interest and tax was £6.0m (2007: £2.7m) after 
accounting for the Group’s share of joint venture 
losses of £118,000 (2007: £256,000).
P rofit	after	interest	and	before	tax	was	£5.6m	
(2007:	£2.7m)	and	profit	after	tax	was	£4.5m	
(2007: £2.3m).
Basic earnings per share were 12.81p (2007: 8.21p). 
Adjusted earnings per share were 14.24p 
(2007: 8.71p). The adjusted earnings per share 
were based upon profit after tax, excluding 
amortisation of other intangible assets and 
exceptional items.
The Cohort cash balance at year‑end was £6.1m 
(2007: £5.0m), reflecting the good operating 
performance, net of the cash invested in the 
acquisition of SEA. The earn‑out payment for 
the shareholders of SEA, estimated to be £4.7m 
is expected to be paid in July 2008.
Dividends
The	Group	plans	to	pay	a	final	dividend	of	1.0p	per	
ordinary share (2007: 0.9p), making the full year 
dividend in respect of the year ended 30 April 2008 
1.45p per ordinary share (2007: 1.30p). This will 
be payable on 3 September 2008 to shareholders 
on the register at 8 August 2008 subject to approval 
at the Annual General Meeting on 28 August 2008.
Board and Personnel
Ian Dale‑Staples joined the Cohort executive team 
and Board on 1 November 2007 following the acquisition 
of SEA. As well as holding responsibility for SEA, Ian 
is working closely with Stanley Carter, Simon Walther 
and me on the Group’s acquisition plans.
Nic k	Pr es t	CBE 
Chairman 03
Cohort plc
Annual Report 
and Accounts 2008
I would like to add a warm welcome to all the 
employees of SEA who have joined the Cohort Group.
I would like to thank all our employees for the 
efforts which have helped to make this year another 
successful one.
Outlook
Following a good year for order intake with total 
orders of £63.8m the Group order book at 1 May 2008 
stood at £58.3m. This provided a good platform 
going into the current year. With the addition of SEA 
the Group now stands with a wide offering to its 
largest customer, the UK MOD, but has also, through 
further export orders secured at MASS and through 
the space, transport and other commercial segments 
of SEA, positioned itself to grow in additional markets 
and sectors. 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
C o h o r t 	 h a s 	ac hie v ed	its	financial	
a n d 	 s t r a t e g i c 	 o b j e c t i v e s 	 f o r	
t he 	 y ear . 04
Cohort plc
Annual Report 
and Accounts 2008
Chief	Ex ecutiv e ’ s	R epor t
I am pleased to report that Cohort’s trading this year 
has continued the successful trend of last year. The 
G r o u p 	 h a s 	 b e e n 	 s i g n i fi c a n t l y 	 e x p a n d e d 	 a n d 	 s t r e n g t h e n e d	
with the acquisition of SEA in October 2007 and has 
witnessed continued strong growth from both MASS 
and SCS. All three companies have achieved record 
annual	revenue	and	profit.
In the year ended 30 April 2008, Cohort achieved 
Group revenue of £57.1m (2007: £34.4m) and an 
a d j u s t e d 	 o p e r a t i n g 	 p r o fi t 	 o f 	 £ 6 . 1 m 	 ( 2 0 0 7 : 	 £ 2 . 9 m ) ,	
representing a full year of trading for MASS and SCS 
and six months for SEA.
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 but deriving 
b e n e fi t 	 f r o m 	 b e i n g 	 p a r t 	 o f 	 t h e 	 w i d e r 	 G r o u p . 	 T h i s 	 y e a r ’ s	
expansion of its existing companies and the acquisition 
of SEA is entirely in line with Cohort’s strategy 
of continuing organic growth and a steady rate of 
acquisition of successful, complementary companies. 
These may be large enough to operate as an additional 
member within the Group or smaller businesses that 
can be attached to existing members of the Group.
O r g a n i s a t i o n a l l y 	 C o h o r t ’ s 	 h e a d 	 o f fi c e 	 h a s 	 b e e n	
strengthened by Finance Director, Simon Walther 
and Business Manager, Emily Davies relinquishing 
their additional shadow roles in SCS with effect 
from 1 January 2008. Ian Dale‑Staples, CEO of SEA 
was appointed to the Cohort Board following the 
acquisition of SEA in October. Now that the earn‑out 
period for SEA has ended he will take an increasing 
role in the Group’s acquisition process.
Cohort’s well established businesses have successfully 
expanded from their roots in defence and now have a 
presence in the following market sectors: information 
systems, security, telecommunications, transport, 
space and off‑shore.
Trading Subsidiaries
MASS
MASS Consultants Limited (MASS) is an independent 
systems house with a strong technology market focus 
including the design and manufacture of niche 
technology products.
Based in St Neots near Cambridge with an electronic 
warfare facility in Lincoln, MASS, which was founded 
in 1983 celebrates its 25th anniversary this year. It 
specialises	in	the	field	of	electronic	warfare,	secure	
communications and associated managed services.
Andy Thomis, formerly Corporate Development 
Director of Cohort, was appointed Managing Director 
of MASS on 1 May 2007. The three other Directors, 
including a founder of MASS, have remained in post 
since the acquisition in August 2006.
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 combine technical expertise 
with practical experience. Over 70% of its employees 
have served in the Armed Forces. 
A	E	S t anle y	Car t er
Chief	Ex ecutiv e 05
Cohort plc
Annual Report 
and Accounts 2008
Based in Henley‑on‑Thames, SCS was founded 
in 1992 and has consistently grown year on year. 
This year is no exception despite major management 
changes including my handover to Rick Bounsall 
as Managing Director on 1 May 2007. John Lyde 
(a founding Director) stepped down as Technical 
Director and I take this opportunity to thank him 
for his invaluable support over many years.
Revenue growth in 2008 at 18% was good, whilst 
not	as	strong	as	the	previous	year ,	and	profit	grew	
by just over 6% compared with 2007. The provision 
of specialist manpower support to the UK MOD 
demonstrated very good growth in revenue and 
profit,	partly	reflecting	the	high	level	of	operational	
stretch in the Armed Forces, whereas major equipment 
programmes experienced delay resulting in some 
under‑utilisation. Overheads were also higher, 
including costs relating to the needed introduction 
of new IT systems and additional support staff. 
These changes and the recent streamlining 
of management at SCS are aimed at improving 
the operating margin in the current year.
SCS Joint Ventures
In the course of the year SCS withdrew from 
participation in the Digital Millennium Map Limited 
Liability Partnership, membership of which pre‑dated 
the	2006	flotation	of	Cohort,	as	there	was	no	longer	
an adequate rational for the investment. We have 
continued to support Advanced Geospatial Solutions 
Limited (AGS), in which SCS holds a 50% stake, 
as it works to bring its ground‑breaking 3D terrain 
visualisation software to market. Progress was made 
with contracts being secured for both military/
security and commercial applications, the latter 
in relation to 3D display on mobile phones. 
We will continue to keep the investment 
in AGS under close review.
SEA
SEA (Group) Limited (SEA) is an independent systems 
engineering and software company operating in the 
defence, space, transport and off‑shore markets. 
It is based in Beckington near Frome, Somerset with 
f u r t h e r 	 o f fi c e s 	 c l o s e 	 t o 	 t h e 	 m a i n 	 U K 	 M O D 	 e s t a b l i s h m e n t	
at Bristol. The Company, which celebrates its 20th 
anniversary this year was acquired by Cohort in 
October 2007. Limited management structure changes 
have been made recently, namely the subdivision 
of the former Defence Division into four Divisions 
which, added to the existing Transport, Space and 
Off‑shore, make a total of seven. Paul Phillips, formerly 
heading Defence Division, has been appointed SEA 
Managing Director under Ian Dale‑Staples who remains 
SEA CEO and has a place on the Cohort Board.
Outlook
In 	 an 	 uncertain 	 financial 	 climate, 	 t h e 	 d i v e r s i t y 	 b o t h	
across the Group and within the individual companies, 
coupled with the ability to keep well abreast of and 
sometimes lead technology, provides the agility to 
enable us to respond quickly to market needs. I am 
therefore 	 confident 	 the 	 Group 	 is 	 well 	 placed 	 to 	
continue to grow both organically and by acquisition.
Stanley Carter
Chief Executive 06
Cohort plc
Annual Report 
and Accounts 2008
F inance	Dir ect or ’ s	R e vie w
Simon Walther
Finance Director
The following review explains in further detail 
the	significant	issues	arising	during	the	year	ended	
30 April 2008 and highlights other matters over 
a n d 	 a b o v e 	 w h a t 	 i s 	 i n c l u d e d 	 i n 	 t h e 	 p r i m a r y 	 fi n a n c i a l	
statements and notes thereto.
Revenue
The segmental analysis (note 1) presents the 
Group’s revenue by subsidiary. The revenue 
is further analysed in the table opposite.
The change in the revenue by sector and in the Group 
is due to the acquisition of SEA which at the time 
of acquisition had approximately 30% of its business 
in non‑defence sectors. This proportion is expected 
to grow following recent significant contract 
wins in Space and Transport.
Adjusted	Operating	P rofit
The adjusted operating profit is presented to 
reflect	the	trading	profit	of	the	Group	and	excludes	
amortisation of other intangible assets, joint ventures 
and exceptional items. This allows the Group to 
present its trading performance in a comparable 
format year on year.
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 	 s t a t e d 	 a f t e r 	 c h a r g i n g	
the cost of share‑based payments of £129,000 
(2007: £71,000) which is allocated to each business 
in proportion to its employee participation in the 
Group’s share option schemes.
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 	 o f 	 S E A 	 ( a n d 	 t h e 	 G r o u p )	
is after crediting £131,000 (2007: £Nil) in respect 
of marking forward foreign exchange contracts to 
market at 30 April 2008, these contracts being used 
to hedge the forward sale of currency on Euro 
denominated trading contracts.
Tax
The Group’s tax charge for the year ended 30 April 2008 
of £1,089,000 (2007: £454,000) was at an effective 
rate of 19.6% (2007: 16.7%) of profit before tax. 
This includes a current year corporation tax charge 
of £710,000 (2007: £449,000), a rate of 12.7% 
(2007: 	 16.5%) 	 of 	 profit 	 before 	 tax 	 and 	 deferred 	
tax charge of £379,000 (2007: credit of £28,000).
The	Group’ s	overall	tax	rate	was	significantly	below	
the standard corporation tax rate of 30%. The majority 
of the rate reduction was due to the recognition 
of research and development (R&D) credits at MASS 
for the year ended 30 April 2008 and SEA for the 
six months ended 30 April 2008. The deferred tax 
charge was mostly in respect of SEA acquired losses, 
which were part of the fair value balance sheet 
acquired, being utilised in the year.
SEA retained its small and medium sized enterprise 
(SME) 	 status 	 for 	 the 	 five 	 months 	 ended 	 31 	 March 	 2008.
From 1 April 2007 and 1 April 2008, MASS and SEA 
respectively no longer qualify under current legislation 
as SMEs for the purposes of R&D tax credits. 07
Cohort plc
Annual Report 
and Accounts 2008
From these dates, these businesses are only allowed 
to claim the lower R&D tax credit allowance available 
to larger companies, currently 25%.
The R&D tax credit legislation is under review to 
increase	the	SME	qualifying	limits	which	may	benefit	
the Group’s subsidiaries in the future.
During the year the Group applied for R&D tax 
credits in respect of its subsidiary SCS and its joint 
venture AGS. The potential credit from these claims 
is	not	reflected	in	the	current	tax	charge	due	to	the	
claims being at an early stage with HMRC.
Looking forward, the change in the R&D tax credit 
rates available to the Group’s subsidiaries will result 
in the Group’s overall effective corporation tax rate 
rising from recent levels of below 20% to a higher 
level, although below the standard rate of 28%, 
effective from 1 April 2008.
Provisions
The Group’s provisions at 30 April 2008 are as per 
note 18.
The deferred consideration provisions for both MASS 
and SEA were established at the time of their respective 
acquisitions and are to be settled in cash in the 
coming twelve months as follows:
MASS – the deferred consideration may be payable 
(up to a maximum of £0.5m) during the current year 
and 2009, if conditions set out at the time of 
acquisition are met before 31 July 2008.
SEA – due for settlement in July 2008. The deferred 
consideration is expected to be paid in full at £4.67m, 
as	the	profit	before	tax	and	interest	of	SEA 	for	the	
thirteen months ended 30 April 2008 is expected 
to exceed the target of £2.5m set at the time 
of the acquisition.
The Group will settle the deferred consideration 
using its own cash and facility resources.
Treasury Facilities
At 30 April 2008 the Group had undrawn facilities 
with its banking provider, RBS as follows:
 £m Term
Overdraft facility  
for working  
capital requirements 2.5 364 day, evergreen
Structured debt   364 day evergreen, 
facility for acquisitions 7.0 3 year term out 
Of the structured debt facility of £10.0m, £3.0m 
was	drawn	to	part	finance	the	acquisition	of	SEA.
Revenue analysis
 2008  2007
By Sector £m % £m %
Direct to UK MOD 34.0  23.6 
Indirect to UK MOD, where the Group acts 
as a sub‑contractor or partner 13.6  7.4 
Total to the UK MOD 47.6 83 31.0 90
Export defence customers 4.2  0.5 
Defence revenue 51.8 91 31.5 92
Transport 1.7  — 
Space 1.2  — 
Other commercial 2.4  2.9 
Non‑defence revenue 5.3 9 2.9 8
Total revenue 57.1 100 34.4 100
 2008  2007
By type of work £m % £m %
Advisory services 21.9 39 18.0 52
Technology solutions 14.9 26 1.1 4
Managed services 8.6 15 6.0 17
Manpower provision 6.9 12 5.3 15
Product 4.8 8 4.0 12
Total revenue 57.1 100 34.4 100 08
Cohort plc
Annual Report 
and Accounts 2008
F inance	Dir ect or ’ s	R e vie w	continued
Treasury Facilities continued
In addition, the Group has £0.9m of mortgage 
debt with RBS which was acquired with SEA.
At 30 April 2008, the Group had in place forward 
foreign exchange contracts to sell Euro 3.0m 
at a sterling equivalent value of £2.2m.
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 to suppliers respectively.
These contracts are entered into when contracts 
are considered effective. The Group does not enter 
into speculative foreign exchange dealing.
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 2008 and no impairment 
is to be recognised in either case.
Working Capital
The working capital of the Group, excluding provisions 
(which are mostly related to undertakings given on 
acquisition of MASS and SEA) and tax liabilities have 
risen from £2.7m net assets to £8.2m net assets, 
an increase of £5.5m.
Of the increase, £1.9m is due to the acquisition 
of SEA and £3.6m is an increase at both MASS and 
SCS	reflecting	the	high	volume	of	revenue	in	these	
businesses during the last quarter of the year when 
compared with 2007.
The year‑end days debtors in sales has risen from 
61 days in 2007 to 75 days in 2008. This calculation 
is based upon dividing the revenue by month, 
working backwards from April into the trade debtors 
balance at the year‑end, a more appropriate measure 
as it takes into account the heavy weighting of the 
Group’s revenue in the last quarter of each year. 09
Cohort plc
Annual Report 
and Accounts 2008
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 2008 of £6.1m. 
Advance receipts on contracts at the year‑end 
were £2.2m.
IFRS
The Group changed its accounting standards from 
UK GAAP to IFRS with effect from 1 May 2006.
The impact of this change upon the Group’s reported 
p r o fi t 	 i s 	 h i g h l i g h t e d 	 i n 	 n o t e 	 3 0 	 a n d 	 i s 	 i n 	 r e s p e c t 	 o f 	 t h e	
changes in capitalisation and amortisation of goodwill 
a n d 	 o t h e r 	 i n t a n g i b l e 	 a s s e t s . 	 O t h e r 	 s i g n i fi c a n t 	 c h a n g e s	
are mainly presentational in nature with the exception 
of recognition in the income statement of the gain 
or loss on forward foreign exchange contracts being 
marked to market; a gain in 2008 of £131,000 
(2007: £Nil). Under UK GAAP such gains or losses 
would not have been recognised in the 
income statement.
Simon Walther
Finance Director
Performance Indicator Description 2008 2007
Revenue growth  Growth in total Group 66% 93% 
  revenue compared to 
  the prior year.
Adjusted profit growth 	 Growth	in	Group	profit		 212% 70% 
(including share  before tax, amortisation 
of joint ventures) of other intangible assets 
  and exceptional items.
Order book visibility Order cover for next 50% cover on forecast 45% cover on actual 2007 
	 	 financial 	 year 	 as 	 percentage	 2009 sales of £74.7m sales of £57.1m 
  of market sales forecast 
  for the year.
Growth in adjusted Annual growth in earnings 63% 29% 
earnings per share per share, before 
  amortisation of other 
  intangible assets and 
  exceptional items.
Operating  Net cash generated from  70% 108% 
cash conversion operations before tax as 
	 	 compared	to	the	profit 
  before tax.
T h e 	 i n d i c a t o r s 	 s h o w n 	 a b o v e 	 h a v e 	 b e e n 	 i d e n t i fi e d 	 b y 	 t h e 	 D i r e c t o r s 	 a s	
giving the best overall indication of the Group’s long‑term success. 
Revenue growth 	 g i v e s 	 a 	 q u a n t i fi e d 	 i n d i c a t i o n 	 o f 	 t h e 	 r a t e 	 a t 	 w h i c h	
the Group’s business activity is expanding. An appropriate adjusted 
profit growth 	trend	confirms	that	additional	revenue	is	being	gained	
w i t h o u t 	 p r o fi t 	 m a r g i n s 	 b e i n g 	 c o m p r o m i s e d . 	 I t 	 a l s o 	 i n d i c a t e s 	 t h a t	
acquisitions are value‑enhancing. Order book visibility, based upon 
expected	sales	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. 10
Cohort plc
Annual Report 
and Accounts 2008
Andr e w	Thomis
Managing	Dir ect or	MASS
Oper ational	R e vie w
The year ended 30 April 2008 was MASS’s best 
performing year since incorporation 25 years ago, 
w i t h 	 r e v e n u e 	 o f 	 £ 1 8 . 0 m 	 a n d 	 o p e r a t i n g 	 p r o fi t 	 o f	
£2.3m. This represents annualised revenue growth 
o f 	 1 0 % 	 a n d 	 p r o fi t 	 g r o w t h 	 o f 	 3 0 % 	 o v e r 	 t h e 	 n i n e 	 m o n t h s	
ended 30 April 2007. The Company’s success was driven 
by a strong performance in the Systems Development 
Division, particularly in the continued successful 
delivery of the £10m SCA programme. The Lincoln 
Office made an initial profit contribution on the 
back of its export Electronic Warfare (EW) activities. 
The Company’s major managed service contracts 
for the UK Ministry of Defence (MOD) also 
progressed well.
MASS’s end of year order book was £28m. Major 
wins in the year included a £7m contract to provide 
specialist technical support and training for an overseas 
customer and a £1.2m contract to support Ultra 
Electronics in a secure communications programme 
for the Tornado aircraft. Encouragingly, MASS won 
and delivered a well‑received study for the MOD into 
the future of the Defence EW Centre, positioning us 
well for future work in this important area. As a 
member of the team led by May Gurney, we were 
selected as one of the last three competitors for 
the North Lincolnshire Building Schools for the 
Future programme.
Company Highlights:
•  MASS’s best performing year since incorporation
•  Secured and delivering on a key export contract
•  Continued development of an advanced EW 
database (Thurbon) to support domestic and 
export opportunities
•  Closing order book of £28m provides good base 
for 2009
M A S S 	 m a d e 	 a 	 s i g n i fi c a n t 	 R & D 	 i n v e s t m e n t 	 i n 	 a 	 n e w 	 E W	
database product known as Thurbon. This advanced 
technology is based on our long experience and 
understanding of EW Operational Support (EWOS). 
We believe this will be an increasingly attractive 
product for export customers, and it also has potential 
as the basis of an eventual successor to the MOD’s 
Defence EW Database.
In 2007 MASS reorganised its operations into three 
p r o fi t 	 c e n t r e s : 	 S y s t e m s 	 D e v e l o p m e n t , 	 M a n a g e d 	 S e r v i c e s	
and Export EWOS. Chris Stanley was recruited as 
the Head of the Export EWOS business. He comes 
t o 	 M A S S 	 w i t h 	 s i g n i fi c a n t 	 e x p e r i e n c e 	 i n 	 e l e c t r o n i c s ,	
EW and managed services and his arrival enhances 
the breadth and depth of the management team.
L o o k i n g 	 f o r w a r d , 	 w e 	 c o n t i n u e 	 t o 	 s e e 	 s i g n i fi c a n t 	 g r o w t h	
opportunities in all three of MASS’s business areas. 11
Cohort plc
Annual Report 
and Accounts 2008 12
Cohort plc
Annual Report 
and Accounts 2008
Oper ational	R e vie w	continued
Ric k	Bounsall
Managing	Dir ect or	SCS
In a challenging period for our principal client, 
the UK MOD, SCS has continued to grow; with 
revenue at £26.1m up 18% on 2007 and operating 
p r o fi t 	 a t 	 £ 2 . 3 m 	 u p 	 6 % 	 o n 	 2 0 0 7 . 	 T h e 	 i n c r e a s e 	 i n	
t r a d i n g 	 p r o fi t 	 i s 	 s e t 	 a g a i n s t 	 s i g n i fi c a n t 	 i n v e s t m e n t	
in a new business information system and the 
r e c r u i t m e n t 	 o f 	 n e w 	 s t a f f 	 s p e c i fi c a l l y 	 t o 	 g r o w 	 a n d	
strengthen our offering into four key lines of business: 
the Special Projects arena, Business Improvement 
and Transformation, Resilience and Support to the 
MOD’s acquisition process.
John Lyde stepped down as Technical Director; 
Gavin Kilgour took over the new role of Head 
of Business Development and some streamlining 
of the consulting divisions has taken place. 
Company Highlights:
•  Record revenue with 18% growth over 2007
•  Company enters 2009 with its largest ever 
order book at £12.9m
•  Strong performance in logistics support 
and sustainability
•  Business continued in 2008 to invest in its 
business infrastructure, particularly a new 
information system
Notable contract awards during the year included:
•  the Land Environment Air Picture Programme 
(LEAPP) Design & Manufacture Phase under 
Lockheed Martin as prime;
•  the Land Forces Command Mission Rehearsal 
Exercise (MRX) programme; and
•  the Land Systems Reference Centre (LSRC) 
Managed Service contract.
SCS has been particularly successful in responding to 
the MOD’s increasing need for Urgent Operational 
Requirements (UORs), temporary manpower support 
requirements, logistics and sustainability planning 
and transformation. We have also expanded our 
work in business continuity, crisis management and 
information assurance in the commercial sector.
Having added a discrete Special Projects group 
working in defence, security, the police and other 
government departments no further structural 
changes are envisaged, other than that associated 
with further growth, as we are now well placed 
organisationally for the future.
The outlook for SCS remains very positive as we 
continue to provide value for money solutions to 
help meet the challenges of defence, security and 
the wider commercial sector. 13
Cohort plc
Annual Report 
and Accounts 2008 14
Cohort plc
Annual Report 
and Accounts 2008
Oper ational	R e vie w	continued
Ian Dale‑Staples
Chief	Ex ecutiv e	Officer	SEA
During the 13 month period ended 30 April 2008, 
in which SEA was acquired by Cohort plc, order 
intake was £24.9m (2007: £23.5m), revenue was 
£ 2 4 . 4 m 	 ( 2 0 0 7 : 	 £ 1 8 . 2 m ) 	 a n d 	 o p e r a t i n g 	 p r o fi t 	 w a s	
£2.7m (2007: £1.4m). The second half of the year, 
following acquisition by Cohort, was very strong.
SEA continues to implement its overall strategy 
of pulling through science and technology into 
innovative ‘products’ and all its market sectors 
of Defence, Space, Off‑shore and Transport.
Defence completed the development installation 
of the Trafalgar class submarine’s new secure 
communications network, delivered the Astute 
class’ computer information system, vibration 
monitoring and data analysis systems for Agusta 
Westland Helicopters, and trialled a novel airborne 
foliage penetration radar technical demonstrator 
for the Research Acquisition Organisation.
Space	saw	its	first	space‑flight	model	of	the	new	
MEMS rate sensor integrated with the European 
Space Agency’s (ESA) Cryosat 2 spacecraft, delivered 
the Planck spacecraft’s cooler drive electronics and 
completed the advanced scatterometer calibration 
transponders for EUMETSAT’s METOP weather 
satellite. The major contract for Space was for 
the ESA’s BroadBand Radiometer instrument for the 
Earthcare mission. Other awards included tasks for 
the Aurora ExoMars mission and a Bio‑Containment 
study (for the return of Mars samples).
Company Highlights:
•  Joined Cohort in October 2007, 
and met expectations
•  Strong second half‑year performance, with record 
order	intake,	revenue	and	profit
•  Closing order book of £17m provides strong 
platform for 2009
•  Increasing focus on the delivery on innovative 
systems and products
Off‑shore had a record year of SWATHplus sales, 
our shallow water seabed mapping sonar. The latest 
version of SWATHplus is for use with autonomous 
underwater vehicles.
Transport completed various active traffic 
management tasks for the Highways Agency 
and won the framework contract from Transport 
for	London	for	its	new	digital	traffic	enforcement	
system. Various important milestones were met 
on	several	back‑office	software	contracts	for	
Network Rail.
To better address market sectors, Paul Phillips, 
Managing Director, has taken over responsibility 
for all the operating divisions, defence and civil, 
from 1 May 2008.
Overall, SEA is in a good position for the current year , 
with good prospects across all our market sectors. 15
Cohort plc
Annual Report 
and Accounts 2008 16
Cohort plc
Annual Report 
and Accounts 2008
Boar d	of	Dir ect or s	and	Ex ecutiv e	Manag ement
1 2
4 5
6 7
3 17
Cohort plc
Annual Report 
and Accounts 2008
1.	Nick	P rest	CBE,*
+
 
Chairman
N i c k 	 P r e s t 	 b e c a m e 	 C h a i r m a n 	 o f 	 C o h o r t 	 o n 	 fl o t a t i o n 	 i n 	 M a r c h 	 2 0 0 6 .	
After graduating from Oxford in 1974 Nick joined the Ministry of 
Defence. 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 systems. In addition to his position at Alvis, 
Nick had a prominent role in defence industry representation, 
serving as Chairman of the Defence Manufacturers’ Association 
and Vice‑Chairman of the National Defence Industries Council. 
In addition to being Chairman of Cohort, Nick is also Chairman 
of Aveva Group plc, a FTSE 250 software company, and of 
Shephard Group, a privately owned media company specialising 
in defence and aerospace.
2.	Stanley	Carter ,* 
Chief Executive
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 
officer	appointments	in	the	MOD,	including	the	central	staff,	
procurement, Government research establishments and had 
s i g n i fi c a n t 	 i n t e r a c t i o n 	 w i t h 	 i n d u s t r y . 	 H e 	 a l s o 	 r e p r e s e n t e d 	 t h e 	 U K	
on NATO technical committees. He has degrees in Technology 
and Behavioural Science from Loughborough and the Open 
University respectively and an MSc in Information Systems from 
the Royal Military College of Science. 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.
3.	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 Touche Ross in 
1992. Simon moved to the Peninsular and Oriental Steam Navigation 
Company (P&O) in 1993 where he was appointed a Chief Accountant 
for P&O European Ferries in 1995. In 1997 he was appointed 
Group Financial Controller at Alvis. He joined Cohort as Finance 
Director in May 2006, having considerable industry relevant 
experience with Alvis and BAE Systems.
4.	Ian	Dale‑Staples,* 
Director	and	Chief	Executive	Officer	SEA
Ian is a graduate of Bath, with an MSc in Business Administration. 
He has considerable project management experience, having 
managed various military and civil programmes. Following a 
four year stay in Germany with Dornier System GmbH, mostly 
working on the GIOTTO spacecraft programme, Ian joined 
Plessey Naval Systems Limited, initially as project director for 
a multi‑million pound submarine sonar development programme 
and latterly, in strategic planning, mergers and acquisitions. 
He is one of the founders of Systems Engineering & Assessment 
Limited. Ian is a member of the EEF Western Management 
Board and a director of Sulis Innovations Limited, the seed 
corn venture capital company owned by Bath, Bristol and 
Southampton Universities.
Ian was appointed Director of Cohort in October 2007.
5.	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 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 and 
EDO Corporation.
6. Andrew Thomis, 
Managing Director of MASS
Andrew graduated from Imperial College, London in 1987 with 
an M.Eng in Electronic Engineering and Management Science. 
He spent nine years in the MOD as a fast‑stream civil servant, 
c a r r y i n g 	 o u t 	 r o l e s 	 i n c l u d i n g 	 t e c h n o l o g y 	 r e s e a r c h , 	 s c i e n t i fi c	
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 Prest and Stanley Carter on 
t h e 	 c r e a t i o n 	 a n d 	 fl o t a t i o n 	 o f 	 C o h o r t 	 p l c . 	 A n d r e w 	 t o o k 	 o v e r 	 a s	
Managing Director of MASS in May 2007 after previously acting 
as Corporate Development Director on the Cohort Board.
7. Rick Bounsall,  
Managing Director of SCS
Rick Bounsall is a Chartered Engineer and Fellow of the Institution 
of Engineering and Technology. He reached the rank of Brigadier 
in the British Army, commanding at Regimental level and deploying 
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 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.
*	Member	of	the	Cohort	plc	Board 
+
  Member of the Cohort plc Audit committee 
and Remuneration committee 18
Cohort plc
Annual Report 
and Accounts 2008
Directors’ Report
The Directors submit their report and the audited financial statements (pages 27 to 53) of Cohort plc for the year ended 30 April 2008.
Share Capital of the Company and Transactions with Shareholders
The Company issued 10,954,866 ordinary shares on 1 November 2007 at £1.50 per share as part of the consideration for the acquisition 
of SEA. Of the shares issued, 5,000,000 were issued for cash and 5,954,866 shares were issued to the vendors of SEA.
During the year, the Company issued 24,390 shares in order to satisfy employee share option plans that were exercised.
Business Review of the Year Ended 30 April 2008
The principal activity of the Company is that of a holding company . The principal activities of the Group are described in the ‘Our Operations’ 
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.
On 31 October 2007, the Group completed the acquisition of SEA by acquiring 100% of SEA’s issued share capital. The Group 
has accounted for SEA as a 100% subsidiary from that date. Further details of the acquisition, including consideration are included 
in note 23 on page 44.
The Group’s performance was in line with expectations.
The retained profit of the Group after dividends charged and paid of £447,000 (2007: £236,000) was £4,033,000 (2007: £2,033,000). 
The retained loss of the Company after dividends charged and paid of £447,000 (2007: £236,000) was £648,000 (2007: profit of £733,000).
The trading performance of the Group represents the trading result of the Group’s 100% subsidiaries SCS and MASS for the whole year, 
and its 100% subsidiary SEA from 1 November 2008 less the corporate costs of the Company.
The operating result includes the Group’s share of the losses of its joint venture undertaking, Advanced Geospatial Solutions Limited (AGS).
During the year ended 30 April 2008 the Group expenditure on research and development, both funded and private venture was £5.5m 
(2007: £1.9m).
Approach to Risk
The business risks of the Group can be summarised as follows:
i. Revenue
The Group takes a prudent approach to revenue risk, and any work done at risk is minimal, authorised at the appropriate level 
and reviewed on a monthly basis. The calibre of the Group’s customers and the control processes in respect of revenue capture and 
invoicing, ensures minimal bad debts. The 2008 bad debt charge was £12,000 (2007: £Nil) on Group revenue of £57.1m (2007: £34.4m).
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.
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 one month. This ensures a very low risk to capital and 
a reasonable balance of liquidity against interest earned on cash deposits.
During the year, the Group put in place a working capital facility with RBS NatWest for £2.5m. This facility is available to all of the 
Group’s entities through an offset arrangement.
The Group did not utilise this facility during the year ended 30 April 2008 with an average cash balance of £4.4m, cash balances ranging 
from a low of £3.2m to a high of £6.1m since the acquisition of SEA in October 2007.
iii. 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. 19
Cohort plc
Annual Report 
and Accounts 2008
Approach to Risk continued
iii. Operations continued
MASS and SEA continued
ii.   Because of the nature of its 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.
SCS
The primary cost risk is in respect of staff utilisation. This risk is managed by retaining a minimal core staff, essential for business 
support, development and delivering key skills to customers. The majority of deliverable service is provided by non‑core staff (associates) 
where cost is only incurred when the associates are on task earning revenue.
SCS has a small number of fixed price contracts which are managed by specifically tasked project management and reviewed on a monthly 
basis for financial performance and risk to recognised margin. The recognised margins are prudently traded taking account of risks and 
costs to completion.
The Group (through 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.
iv. Acquisitions
The Group’s acquisition risk is mitigated as far as practicable by the acquisition process being managed at the Cohort Board level, 
making use of appropriate external expertise and resources as and when required.
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 2008 in accordance with IFRS and the comparative figures have been 
restated accordingly. The restatement of the Group’s results for the year ended 30 April 2007 are shown in note 30 on page 48.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and IFRS.
Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view, in accordance 
with IFRS, of the state of affairs of the Group and the parent company and of the profit or loss of the Group for that period. In preparing 
those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
•  state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained 
in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial 
position of the Group and to enable them to ensure that the financial statements comply with the requirements of the Companies Act 1985. 
They are responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection 
of fraud and other irregularities.
They are responsible for ensuring that the Annual Report includes information required by the AIM Rules of the Financial Services Authority.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Cohort plc website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation 
in other jurisdictions. 20
Cohort plc
Annual Report 
and Accounts 2008
Directors’ Report continued
Directors
The Directors in office during the year under review and their interests in the equity of the Company were:
        At At 
        30 April 2008 30 April 2007 
        number of number of 
        10p ordinary 10p ordinary 
        shares shares
S Carter       10,645,718 10,645,718
N Prest       2,064,580 1,959,580
I Dale‑Staples (appointed 25 October 2007)      2,063,089 —
Sir Robert Walmsley       16,670 16,670
S Walther       10,000 10,000
Nick Prest’s shareholding includes 261,276 held by his wife.
Ian Dale‑Staples shareholding is held in a trust, Ian Dale‑Staples Settlement 2008.
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 profit after tax was £4,480,000 (2007: £2,269,000). The Directors recommend a final dividend of 1.0 pence (2007: 0.9 pence) 
per 10 pence ordinary share.
Substantial Shareholdings (excluding Directors of the Company)
The Company has been informed that on 30 May 2008 the following shareholders held substantial holdings in the issued ordinary shares 
of the Company:
        Number of Holding 
        ordinary shares %
AXA Framlington Investment Managers       3,141,865 7.77
Hargreave Hale, stockbrokers       2,349,445 5.81
Schroder Investment Management       2,083,398 5.15
Invesco Perpetual       1,625,250 4.02
Unicorn Asset Management       1,310,500 3.24
G Somerset       1,281,298 3.17
G Somerset is an employee of Systems Evaluation and Assessment Limited, a 100% subsidiary of the Company.
Payment Policy
In respect of all of its suppliers, the Group’s policy is:
• to agree the terms of payment when contracting with suppliers;
• to ensure suppliers are made aware of the terms of payment; and 
• to abide by the terms of payment.
All suppliers are treated alike in terms of payment with no preference to any one supplier.
At 30 April 2008, the trade creditors of the Group represented 40 days (2007: 42 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. 21
Cohort plc
Annual Report 
and Accounts 2008
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 2008 the Group made charitable donations of £11,535 (2007: £2,900), mainly in respect of military 
and local charities. The Group made no political donations during the year (2007: £Nil).
Auditor
A resolution to re‑appoint Baker Tilly UK Audit LLP as auditor will be proposed at the 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 16 July 2008 and signed on its behalf by:
Simon Walther
Company Secretary 22
Cohort plc
Annual Report 
and Accounts 2008
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 three Executive Directors and two Non‑executive Directors, Nick Prest (Chairman) and Sir Robert Walmsley. 
The Chairman 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. Nick Prest is 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, each having written terms of delegated responsibilities.
Audit Committee
The Audit committee comprises the Chairman and the Non‑executive Director and is scheduled to meet at least twice a year. It is 
the Audit committee’s role to provide formal and transparent arrangements for considering how to apply the financial reporting and 
internal control requirements of the Code, whilst maintaining an appropriate relationship with the independent auditor of the Group. 
In order to comply with the requirement of the Code that at least one member has relevant financial experience, the Chairman 
of the Board sits on the Audit committee. 
The independent auditor liaises with the Audit committee regarding work to be undertaken and complies with the Ethical Standards 
for Auditors issued by the Auditing Practice Board. Each year, prior to commencing its audit work, the independent auditor confirms in 
writing the nature of its non‑audit work on behalf of the Group and the safeguards in place to ensure its independence and objectivity.
Remuneration Committee
The Remuneration committee comprises the Chairman and the Non‑executive Director and is scheduled to meet at least once a year. 
It is the Remuneration committee’s role to establish a formal and transparent policy on Executive remuneration and to set remuneration 
packages for individual Directors.
Sir Robert Walmsley is Chairman of both the Audit and Remuneration committees.
The attendance of the Directors at Board and Committee meetings for the year ended 30 April 2008 was as follows:
       Board Audit Remuneration
N Prest (Chairman)      11/11 3/3 4/4
Sir Robert Walmsley (Non‑executive Director)     10/11 3/3 4/4
S Carter (Chief Executive)      11/11 — —
S Walther (Finance Director and Company Secretary)     10/11 — —
I Dale‑Staples (Director) (appointed 25 October 2007)    6/6 — —
In the cases where Directors were unable to attend Board meetings, the agenda was available in sufficient time for those meetings 
to allow the respective Directors to prepare and issue relevant Board papers.
The Board has not established a Nominations committee. This is not considered necessary due to the small size of the Cohort Board. 
The role of the Nominations committee is undertaken by the Remuneration committee and the Chief Executive. 23
Cohort plc
Annual Report 
and Accounts 2008
Management of the Group and its Subsidiary Undertakings
The management of the Group and subsidiary undertakings is as follows:
Group Management
• Cohort plc Board meeting at least eight times per year.
•  Group Executive Committee meeting at least four times per year, comprising Cohort plc Executive Directors and subsidiary 
Managing Directors.
Subsidiary Management
• Monthly Executive management meetings involving subsidiary Board and senior management.
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 applicable 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 2008
Remuneration 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 committee of the Board is responsible for considering Directors’ remuneration packages and makes its recommendations 
to the Board. The Committee comprises the Chairman and Non‑executive Director 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
Stanley Carter and Simon Walther 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. Ian Dale‑Staples has a service contract with Systems Evaluation 
and Assessment Limited which confers 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 12.8% 
of the Executive Director’s contribution. In the case of Ian Dale‑Staples, the Group makes contributions to the Systems Engineering 
and Assessment Limited pension scheme (a defined contribution scheme) at a rate of 10.6% of salary.
Performance Incentives
The Group operates a cash bonus scheme and grants share options.
A bonus of £52,500 was payable to the Executive Directors for the year ended 30 April 2008 (2007: £21,500).
Ordinary shares under option granted during the year ended 30 April 2008 and outstanding at 30 April 2008 were as follows:
    At  At    
    1 May  30 April   Exercise 
    2007 Granted 2008 Date of Date of period 
    Number Number Number grant maturity 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
Save as you earn (SAYE) scheme
– Option price of £1.23 per share   7,601 — 7,601 5 May 2006 1 Jun 2009  —
    50,155 21,084 71,239   
S Carter
Save as you earn (SAYE) Scheme
– Option price of £1.33 per share   — 7,218 7,218 4 Feb 2008 1 Oct 2011 
For the year ending 30 April 2009, the bonus payable to the Executive Directors of Cohort plc in respect of that year will be based upon 
performance compared to budget and the achievement of agreed personal objectives.
The maximum bonus payable as a percentage of salary is as follows:
       Group Personal   
       performance objectives Total 
       % % %
S Carter      15 10 25
S Walther      15 5 20
I Dale‑Staples      15 5 20
No bonuses are payable or share options awardable to the Non‑executive Director or Chairman.
Bonus schemes for senior management of the subsidiary companies have been established for the year ending 30 April 2009, 
with a similar framework to that of the Cohort plc Executive Directors, with varying levels of percentage of salary, none exceeding 20%. 25
Cohort plc
Annual Report 
and Accounts 2008
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 £28,500 each. In addition, Nick Prest provides consultancy 
services to the Group in accordance with an agreement entered into on 27 February 2006. The agreement provides for a minimum 
of 20 days consultancy in any one year at £1,250 per day.
Directors’ Remuneration (audited)
Details of Directors’ remuneration are set out below:
      Benefits    
    Salary Bonus in kind Emoluments Pension Total 
    2008 2008 2008 2008 2008 2008 
    £ £ £ £ £ £
Executive Directors        
S Carter   145,000 21,750 345 167,095 — 167,095
S Walther   105,000 15,750 345 121,095 1,407 122,502
I Dale‑Staples (appointed 25 October 2007)  65,000 15,000 1,246 81,246 6,923 88,169
Non‑executive Directors        
N Prest   28,500 — — 28,500 — 28,500
Sir Robert Walmsley   28,500 — — 28,500 — 28,500
Total   372,000 52,500 1,936 426,436 8,330 434,766
      Benefits    
    Salary Bonus in kind Emoluments Pension Total 
    2007 2007 2007 2007 2007 2007 
    £ £ £ £ £ £
Executive Directors        
S Carter   130,000 13,000 — 143,000 — 143,000
S Walther   85,000 8,500 — 93,500 1,157 94,657
I Dale‑Staples (appointed 25 October 2007)  — — — — — —
Non‑executive Directors        
N Prest   25,000 — — 25,000 — 25,000
Sir Robert Walmsley   25,000 — — 25,000 — 25,000
Total   265,000 21,500 — 286,500 1,157 287,657
Nick Prest received £50,000 (2007: £40,000) as a consultant for the year ended 30 April 2008 in accordance with an agreement dated 
27 February 2006.
The remuneration presented for Ian Dale‑Staples is for the period from 25 October 2007 to 30 April 2008, his period in office 
as a Director of Cohort plc. His annual salary for the year ended 30 April 2008 was £130,000, bonus £32,000, benefits in kind £2,700 
and employee pension contribution of £15,000. 26
Cohort plc
Annual Report 
and Accounts 2008
We have audited the Group and parent company financial statements on pages 27 to 53.
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 
auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone 
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and IFRS 
as adopted by the European Union (EU) are set out in the Statement of Directors’ Responsibilities. 
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International 
Standards on Auditing (UK and Ireland). 
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements 
have been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information 
given in the Directors’ Report is consistent with the financial statements. The information given in the Directors’ Report includes that 
specific information presented in the Chairman’s Statement, Chief Executive’s Report, Finance Director’s Review and Operational Review 
that is cross referenced from the Business Review section of the Directors’ Report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the 
information and explanations we require for our audit, or if information specified by law regarding Directors’ Remuneration and other 
transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. 
The other information comprises the Directors’ Report, Chairman’s Statement, Chief Executive’s Report and Finance Director’s Review, 
the Operational Review, the Corporate Governance Statement and the Report of the Remuneration committee. We consider the 
implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial 
statements. Our responsibilities do not extend to any other information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. 
An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also 
includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, 
and of whether the Accounting Policies are appropriate to the Group’s and Company’s circumstances, consistently applied and 
adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to 
provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, 
whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation 
of information in the financial statements.
Opinion
In our opinion:
•  the Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of the state 
of the Group’s affairs as at 30 April 2008 and of its profit for the year then ended;
•  the parent company financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union as 
applied in accordance with the provisions of the Companies Act 1985, of the state of the parent company’s affairs as at 30 April 2008;
• the financial statements have been properly prepared in accordance with the Companies Act 1985; and
• the information given in the Directors’ Report is consistent with the financial statements. 
Baker Tilly UK Audit LLP 
Registered Auditor
Chartered Accountants
12 Gleneagles Court
Brighton Road
Crawley
West Sussex RH10 6AD
17 July 2008
Independent Auditors’ Report
To the Members of Cohort plc 27
Cohort plc
Annual Report 
and Accounts 2008
Consolidated Income Statement
For the year ended 30 April 2008
        2008 2007 
       Notes £’000 £’000
Revenue      1 57,093 34,419
Cost of sales       (40,386) (26,027)
Gross profit       16,707 8,392
Administrative expenses       (10,597) (5,481)
Adjusted operating profit*      1 6,110 2,911
Amortisation of other intangible assets      10 (481) (252)
Exceptional items      3 (17) 114
Share of results of joint ventures       (118) (256)
Operating profit      1 5,494 2,517
Finance income      5 231 214
Finance costs      6 (156) (8)
Profit before tax       5,569 2,723
Tax expense      7 (1,089) (454)
Profit for the year attributable to the equity shareholders of the parent   4 4,480 2,269
Earnings per share      9 Pence Pence
Basic       12.81 8.21
Diluted       12.66 8.16
All profit for the year is derived from continuing operations.
* Adjusted operating profit is the operating profit before exceptional items, amortisation of other intangible assets and share of results of joint ventures. 28
Cohort plc
Annual Report 
and Accounts 2008
 Group  Company
      2008 2007 2008 2007 
     Notes £’000 £’000 £’000 £’000
Assets
Non‑current assets
Goodwill    10 30,640 12,162 — —
Other intangible assets    10 1,987 1,308 — —
Property, plant and equipment    11 4,866 282 — —
Interest in subsidiaries    12 — — 42,422 16,064
Deferred tax asset    19 62 71 — —
      37,555 13,823 42,422 16,064
Current assets
Inventories    13 1,041 409 — —
Trade and other receivables     14 19,952 7,731 2,051 1,299
Derivative financial instruments    20 131 — — —
Cash and cash equivalents     6,081 5,015 — 1,100
      27,205 13,155 2,051 2,399
Total assets     64,760 26,978 44,473 18,463
Liabilities
Current liabilities
Trade and other payables    15 (13,103) (5,713) (256) (123)
Current tax liabilities     (616) (126) — —
Other loans    16 (41) — — —
Bank loans and overdrafts    17 (3,123) — (5,740) —
Provisions    18 (5,381) (60) (5,005) —
      (22,264) (5,899) (11,001) (123)
Non‑current liabilities
Other loans    16 (32) — — —
Bank loans     17 (792) — — —
Deferred tax liability    19 (662) — — —
Provisions    18 (167) (500) (167) (500)
      (1,653) (500) (167) (500)
Total liabilities     (23,917) (6,399) (11,168) (623)
Net assets     40,843 20,579 33,305 17,840
Equity
Share capital    21 4,046 2,947 4,046 2,947
Share premium account    22 29,158 14,155 29,158 14,155
Share option reserve    22 200 71 21 10
Retained earnings    22 7,439 3,406 80 728
Total equity attributable to the equity shareholders of the parent  40,843 20,579 33,305 17,840
The financial statements on pages 27 to 53 were approved by the Board of Directors and authorised for issue on 16 July 2008 
and are signed on its behalf by:
Stanley Carter Simon Walther
Chief Executive Finance Director
Consolidated and Company Balance Sheets
As at 30 April 2008 29
Cohort plc
Annual Report 
and Accounts 2008
        2008 2007 
       Notes £’000 £’000
At 1 May as previously stated under UK GAAP      — 8,924
Adjustment on introduction of IFRS       — —
At 1 May as stated under IFRS       20,579 8,924
Profit reported under IFRS       4,480 2,269
Equity dividends paid      8 (447) (236)
Issue of new 10p ordinary shares        16,433 9,906
Costs of new share issue        (361) (377)
Exercise of share options        30 22
Share‑based payments      27 129 71
At the end of the year       40,843 20,579
Consolidated Statement of Changes in Equity
For the year ended 30 April 2008 30
Cohort plc
Annual Report 
and Accounts 2008
        2008 2007 
       Notes £’000 £’000
Net cash flow from operating activities      24 3,235 2,147
Investing activities:
Interest received       231 225
Purchases of property, plant and equipment      (525) (87)
Acquisition of subsidiaries, net of cash acquired     23 (11,473) (11,935)
Investment in a joint venture       — (220)
Net cash used in investing activities       (11,767) (12,017)
Financing activities:
Dividends paid       (447) (236)
Repayment of borrowings       (94) —
Proceeds from finance leases       — 251
Proceeds on issue of shares      23 7,139 9,279
New bank loans raised      23 3,000 —
Net cash from financing activities       9,598 9,294
Net increase/(decrease) in cash and cash equivalents     1,066 (576)
      At  On  At 
      1 May 2007 acquisition Cash flow 30 April 2008 
Funds Reconciliation     £’000 £’000 £’000 £’000
Cash and bank     15 — 6,066 6,081
Short‑term deposits     5,000 — (5,000) —
Total cash and cash equivalents     5,015 — 1,066 6,081
Overdraft     — — — —
Other loans     — (104) 31 (73)
Bank loan     — (978) (2,937) (3,915)
Total debt     — (1,082) (2,906) (3,988)
Net funds     5,015 (1,082) (1,840) 2,093
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.
Consolidated Cash Flow Statement
For the year ended 30 April 2008 31
Cohort plc
Annual Report 
and Accounts 2008
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 ‘Our Operations’ and in the Operational Review 
(pages 10 to 15).
Segment information about these subsidiaries is presented below:
     MASS SCS SEA Eliminations Group 
2008    £’000 £’000 £’000 £’000 £’000
Revenue
External sales    17,998 26,087 13,008 — 57,093
Inter‑segment sales    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 operating profit        6,110
Exceptional items        (17)
Amortisation of other intangible assets        (481)
Joint ventures        (118)
Operating profit        5,494
Finance income (net of costs)        75
Profit before tax        5,569
Tax         (1,089)
Profit after tax        4,480
All UK operations and all continuing.
Inter‑segment sales are charged at arm’s length rates.
SEA revenue and net profit are for the six months ended 30 April 2008 following its acquisition on 31 October 2007.
Unallocated corporate expenses is the cost of Cohort head office.
     MASS SCS SEA Eliminations Group 
Other Information    £’000 £’000 £’000 £’000 £’000
Capital additions    16 193 316 — 525
Depreciation    90 92 281 — 463
Balance sheet
Assets
Segment assets    4,499 10,020 12,566 (3,036) 24,049
Unallocated corporate assets        40,711
Consolidated total assets        64,760
Liabilities
Segment liabilities    (4,002) (7,480) (7,111) 3,036 (15,557)
Unallocated corporate liabilities        (8,360)
Consolidated total liabilities        (23,917)
Unallocated corporate assets primarily comprise goodwill, other intangible assets and cash.
Unallocated corporate liabilities primarily comprise loans and provisions in respect of deferred consideration.
Notes to the Financial Statements
For the year ended 30 April 2008 32
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
1. Segmental analysis continued
     MASS SCS SEA Eliminations Group 
2007    £’000 £’000 £’000 £’000 £’000
Revenue
External sales    12,275 22,144 — — 34,419
Inter‑segment sales    — 12 — (12) —
     12,275 22,156 — (12) 34,419
Net profit    1,308 2,208 — — 3,516
Unallocated corporate expenses        (605)
Adjusted operating profit        2,911
Exceptional items        114
Amortisation of other intangible assets        (252)
Joint ventures        (256)
Operating profit        2,517
Finance income (net of costs)        206
Profit before tax        2,723
Tax         (454)
Profit after tax        2,269
All UK operations and all continuing.
The MASS revenue and net profit are for the nine months ended 30 April 2007 following its acquisition on 1 August 2006.
Unallocated corporate expenses is the cost of Cohort head office.
     MASS SCS SEA Eliminations Group 
Other Information    £’000 £’000 £’000 £’000 £’000
Capital additions    63 24 — — 87
Depreciation    143 44 — — 187
Balance sheet
Assets
Segment assets    2,796 6,058 — (2,415) 6,439
Unallocated corporate assets        20,539
Consolidated total assets        26,978
Liabilities
Segment liabilities    (3,596) (4,852) — 2,415 (6,033)
Unallocated corporate liabilities        (366)
Consolidated total liabilities        (6,399)
Unallocated corporate assets primarily comprise goodwill, other intangible assets and cash.
Unallocated corporate liabilities primarily comprise provisions in respect of deferred consideration.
Geographical Segments
The Group’s subsidiaries are all located in the UK. The following table provides an analysis of the Group’s revenue by geographical market:
        2008 2007 
        £’000 £’000
UK        53,100 33,872
Other EC countries       509 527
Asia Pacific       3,484 —
USA       — 20
        57,093 34,419
All the Group’s assets, tangible and intangible, are located in the UK. 33
Cohort plc
Annual Report 
and Accounts 2008
1. Segmental analysis continued
Market segments
The following table provides an analysis of the Group’s revenue by market sector:
        2008 2007 
        £’000 £’000
Defence       51,752 31,576
Transport       1,677 —
Space       1,218 —
Other commercial (including off‑shore)       2,446 2,843
        57,093 34,419
2. Staff costs
Staff costs during the year (including Directors)
        2008 2007 
        £’000 £’000
Wages and salaries       20,614 12,882
Social security costs       2,303 1,441
Pension costs       848 329
Share‑based payments       129 71
        23,894 14,723
Average number of employees
        2008 2007 
        Number Number
Other operational       349 209
Managed services       45 34
Total operational       394 243
Administration and support       75 49
        469 292
The above disclosures include Directors. Directors’ emoluments are disclosed separately in the Remuneration Committee Report 
on pages 24 and 25.
3. Exceptional items
        2008 2007 
        £’000 £’000
(Loss)/profit on the sale of property, plant and equipment     (17) 1
Write‑back of provision against joint venture investments and commitments    — 113
        (17) 114
All exceptional items are in respect of continuing operations. 
4. Profit for the year
The profit for the year has been arrived at after charging/(crediting): 
        2008 2007 
       Notes £’000 £’000
Net foreign exchange gains      20 (131) —
Research and development costs       5,495 1,940
Depreciation      11 463 187
Amortisation of other intangible assets      10 481 252
Cost of inventories recognised as expenses      10,926 5,585
Staff costs (excluding share‑based payments)     2 23,765 14,652
Share‑based payments      27 129 71
All of the above charges/(credits) are in respect of continuing operations. 34
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
4. Profit for the year continued
Auditors’ remuneration
The analysis of the auditors’ remuneration is as follows:
        2008 2007 
        £’000 £’000
Fees payable to the Company’s auditor for the audit of the Company’s accounts    15 11
Fees payable to the Company’s auditor for the audit of the Company’s subsidiaries   60 33
Total audit fee       75 44
Tax services       17 11
Corporate finance services       102 33
Other services       — —
Total non‑audit fee       119 44
Total fees paid to the auditor       194 88
Charged to profit for the year       92 55
Charged to goodwill on acquisition of the SEA Group      102 —
Charged to goodwill on acquisition of MASS      — 33
        194 88
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 .
5. Finance income
        2008 2007 
        £’000 £’000
Interest on bank deposits       231 204
Interest on finance leases receivable       — 10
        231 214
All finance income is in respect of continuing operations.
6. Finance costs
        2008 2007 
        £’000 £’000
Interest on loans wholly repayable in more than five years     22 —
Bank and short‑term interest       134 8
        156 8
All finance costs are in respect of continuing operations. 
7. Tax expense
        2008 2007 
        £’000 £’000
Current tax: in respect of this year       710 449
Current tax: in respect of prior periods       — 33
Deferred tax (see note 19)       379 (28)
        1,089 454 35
Cohort plc
Annual Report 
and Accounts 2008
7. Tax expense continued
The corporation tax is calculated at 29.8% (2007: 30%) 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:
      2008 2008 2007 2007 
Group     £’000 % £’000 %
Profit before tax     5,569  2,723 
Tax at UK corporation tax rate of 29.83%    1,661 29.8 817 30.0
Tax effect of expenses not allowable for tax purposes   14  9 
Tax effect of depreciation in excess of capital allowances   25  60 
Tax effect of research and development credits    (509)  (437) 
Tax effect of brought forward losses on current tax    (538)  — 
Tax effect of amortisation of other intangible assets    143  76 
Tax effect of share‑based payments     38  21 
Tax effect of other short‑term timing differences    (134)  (112) 
Tax effect of disallowable share of joint venture undertakings   35  43 
Tax effect of allowable losses for joint ventures    (25)  (28) 
Tax effect of prior year current tax     —  33 
Tax effect of deferred tax movement     379  (28) 
Tax expense and effective tax rate for the year    1,089 19.6 454 16.7
The tax charge is all in respect of continuing operations. 
In addition to the amount charged to the Income Statement, deferred tax relating to the revaluation of the Group’s land and buildings 
amounting to £0.7m has been charged directly to goodwill on the acquisition of SEA (see note 23).
8. Dividends
        2008 2007 
        £’000 £’000
Amounts recognised as distributions to equity holders in the period:
Final dividend in respect of the year ended 30 April 2007 at 0.90p per ordinary share (2006: 0.40p per ordinary share) 265 118
Interim dividend in respect of the year ended 30 April 2008 at 0.45p per ordinary share (2007: 0.40p per ordinary share) 182 118
        447 236
Proposed final dividend for the year ended 30 April 2008 at 1.00p per ordinary share (2007: 0.90p per ordinary share) 405 265
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability 
in these financial statements. 
If approved, this dividend will be paid on 3 September 2008 to shareholders on the register as at 8 August 2008.
9. Earnings per share
The earnings per share are calculated as follows:
 2008  2007
    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 (net profit attributable to equity 
holders of Cohort plc)   34,960,426 4,480 12.81 27,633,096 2,269 8.21
Exceptional items  3 — 17 — — (114) —
Tax on exceptional items   — — — — — —
Basic earnings before exceptional items  34,960,426 4,497 12.86 27,633,096 2,155 7.80
Reverse exceptional items (net of tax)   — (17) — — 114 —
Basic earnings   34,960,426 4,480 12.81 27,633,096 2,269 8.21
Share options   423,731 — — 168,184 — —
Diluted earnings   35,384,157 4,480 12.66 27,801,280 2,269 8.16 36
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
9. Earnings per share continued
In addition, the adjusted earnings per share of the Group are calculated as follows:
 2008  2007
    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 before exceptional items   34,960,426 4,497 12.86 27,633,096 2,155 7.80
Amortisation of other intangible assets  10 — 481 — — 252 —
Adjusted earnings   34,960,426 4,978 14.24 27,633,096 2,407 8.71
Share options   423,731 — — 168,184 — —
Diluted adjusted earnings   35,384,157 4,978 14.07 27,801,280 2,407 8.66
All earnings are in respect of continuing 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 2006   — — — — — —
Recognised on acquisition of a subsidiary  — 12,162 12,162 — 1,560 1,560
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 — (14) (14) — — —
At 30 April 2008   18,492 12,148 30,640 1,160 1,560 2,720
Amortisation
At 1 May 2006   — — — — — —
Charge for the year ended 30 April 2007  — — — — 252 252
At 1 May 2007   — — — — 252 252
Charge for the year ended 30 April 2008  — — — 145 336 481
At 30 April 2008   — — — 145 588 733
Net book value
At 30 April 2008   18,492 12,148 30,640 1,015 972 1,987
At 30 April 2007   — 12,162 12,162 — 1,308 1,308
Goodwill arises on the acquisition of subsidiaries (see notes 23 and 30). These subsidiaries are the cash generating units to which 
goodwill has been allocated.
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 growth rate of 10%. 
The discount rate applied to future cash flow is 10%.
On the basis of these tests, no impairment of goodwill has arisen in the year ended 30 April 2008.
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. 37
Cohort plc
Annual Report 
and Accounts 2008
10. Goodwill and other intangible assets continued
The other intangible assets are amortised over the expected lives of acquired contracts and contracts to be secured, as follows:
         Remaining 
       Other  period of 
       intangible Expected amortisation at 
       assets life 30 April 2008 
       £’000 years years
MASS:
Contracts acquired      1,060 4 2.25
Contracts to be secured      500 7 5.25
       1,560  
SEA:
Contracts acquired      1,160 4 3.50
The contracts to be secured are in respect of certain overseas opportunities for which further consideration is payable if secured 
in accordance with the terms of the acquisition of MASS.
11. Property, plant and equipment
        Equipment,  
       Land and fixtures and  
       buildings fittings Total 
Group      £’000 £’000 £’000
Cost
At 1 May 2006      — 298 298
Acquired      — 283 283
Additions      — 87 87
At 1 May 2007      — 668 668
Acquired      4,304 2,322 6,626
Additions      3 522 525
Disposals      — (536) (536)
At 30 April 2008      4,307 2,976 7,283
Depreciation
At 1 May 2006      — 199 199
Charge in the year      — 187 187
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 30 April 2008      346 2,071 2,417
Net book value
At 30 April 2008      3,961 905 4,866
At 30 April 2007      — 282 282
Fixed assets held under finance lease agreements had a net book value at 30 April 2008 of £Nil (2007: £Nil). The Company’s fixed assets 
were £Nil at 30 April 2008 (2007: £Nil).
The acquired assets were those of SEA. These were acquired on 31 October 2007. The historic cost of equipment, fixtures and fittings was 
£2,322,000 and the cumulative depreciation was £1,473,000. The acquired fixed assets were further written down by £309,000 as part of the 
fair value exercise to align with the Group’s Accounting Policies and to write‑down assets to zero with nil recoverable value (see note 23).
The land and buildings on acquisition had a net book value of £2,394,000. This was written up to market value of £3,999,000, 
the revaluation being included in goodwill. A deferred tax liability of £449,000 was recognised on the revalued amount of £1,605,000 
and a further deferred tax liability of £213,000 was recognised on a previous revaluation prior to being acquired by the Group. 
The valuation of the acquired land and buildings at 31 October 2007 was carried out by Quartley Hodges Hood, independent valuers 
not connected with the Group, on the basis of market value. 38
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
12. Interest in joint ventures and subsidiaries
 Group  Company
      2008 2007 2008 2007 
      £’000 £’000 £’000 £’000
Subsidiary undertaking     — — 42,422 16,064
Joint ventures     — — — —
      — — 42,422 16,064
Aggregated amounts relating to joint ventures were as follows:
        2008 2007 
        £’000 £’000
Current assets       48 34
Current liabilities       (750) (500)
Revenue       203 274
Expenses       (439) (786)
Loss       (236) (512)
The net negative investment in joint ventures at 30 April 2008 of £351,000 (2007: £233,000) has been offset against amounts 
recoverable from joint ventures within trade debtors and receivables.
A list of the significant investments in joint ventures and subsidiaries is as follows: 
      Proportion of    
      shareholding    
    Country of Type of and voting    
    registration shares rights held   Nature of business
Name of Company directly owned
Systems Consultants Services Limited (SCS)  England Ordinary 100% Technical consultancy
MASS Limited   England Ordinary 100% Holding Company of MASS 
       Consultants Ltd.
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, T ransport 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
AGS is accounted for using the equity method of accounting and is reported above. DMM is not accounted for under the equity method 
of accounting, the Group ceased to have an active participation from 1 November 2006. For information, the performance of DMM for 
the year ended 30 April 2008 was as follows:
        Year ended  Cumulative to 
        30 April 2008 30 April 2008 
        £’000 £’000
Unrecognised share of loss       (67) (478)
Revenues       901 1,689
Expenses       (1,169) (3,601)
Loss       (268) (1,912)
        2008 2007 
        £’000 £’000
Total assets       60 162
Total liabilities       (370) (265) 39
Cohort plc
Annual Report 
and Accounts 2008
12. Interest in joint ventures and subsidiaries continued
Company
The Company’s investments in subsidiaries are as follows:
        2008 2007 
        £’000 £’000
MASS       14,548 14,480
SCS        1,584 1,584
SEA        26,290 —
        42,422 16,064
The change in the investment of MASS reflects finalisation of acquisition costs that were estimates at 30 April 2007.
13. Inventories
        2008 2007 
        £’000 £’000
Work in progress       895 409
Finished goods       146 —
        1,041 409
14. Trade and other receivables
 Group  Company
      2008 2007 2008 2007 
      £’000 £’000 £’000 £’000
Amounts due from subsidiary undertakings    — — 1,906 1,266
Amounts owed by joint ventures     277 187 — —
Trade debtors     15,587 6,668 118 —
Prepayments and accrued income     4,088 536 27 33
Other debtors     — 340 — —
      19,952 7,731 2,051 1,299
The average credit period taken on sales of goods is 75 days (2007: 61 days). An allowance has been made for estimated recoverable 
amounts from the sale of goods and services of £8,000 (2007: £Nil). This allowance is determined by reference to the particular debtors 
over which doubt exists. 
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. The largest debtor 
to which the Group is exposed at 30 April 2008 is the UK MOD, a balance outstanding of £6.6m.
15. Trade and other payables
 Group  Company
      2008 2007 2008 2007 
      £’000 £’000 £’000 £’000
Advance receipts     2,152 162 — —
Trade creditors     4,113 3,026 256 21
Other creditors     11 — — —
Social security and other taxes     3,028 496 — —
Accruals     3,799 2,029 — 102
      13,103 5,713 256 123
Trade creditors 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 40 days 
(2007: 42 days). 
Social security and other taxes includes employee taxes and VAT .
The Directors consider that the carrying amount of trade payables approximates to their fair values.  40
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
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
      2008 2007 2008 2007 
      £’000 £’000 £’000 £’000
Other loans     73 — — —
These borrowings are repayable as follows:
 Group  Company
      2008 2007 2008 2007 
      £’000 £’000 £’000 £’000
On demand or within one year     41 — — —
In the second year     32 — — —
      73 — — —
Less: amounts due for settlement within twelve months (shown under current liabilities) (41) — — —
Amount due for settlement after twelve months    32 — — —
All borrowings are in sterling.
The weighted average interest rates paid were as follows:
        2008 2007 
        % %
Other loans       7.10 —
The Directors consider the carrying amount of other loans approximates their fair value.
17. Bank loans
 Group  Company
      2008 2007 2008 2007 
      £’000 £’000 £’000 £’000
Bank overdrafts     — — 2,740 —
Bank loans     3,915 — 3,000 —
      3,915 — 5,740 —
These borrowings are repayable as follows:
 Group  Company
      2008 2007 2008 2007 
      £’000 £’000 £’000 £’000
On demand or within one year     3,123 — 5,740 —
In the second year     131 — — —
In the third to fifth years inclusive     335 — — —
After five years     326 — — —
      3,915  5,740 
Less: amounts due for settlement within twelve months (shown under current liabilities) (3,123) — (5,740) —
Amount due for settlement after twelve months    792 — — —
All borrowings are in sterling and secured over the fixed and floating assets of the Group.
The weighted average interest rates paid were as follows:
        2008 2007 
        % %
Bank overdrafts       — —
Bank loans       7.10 —
The bank overdrafts are repayable on demand. The Group operates a sterling current account offset facility, thus at 30 April 2008, the Group 
had no overall overdraft facility drawn. The interest rate applicable to the overdraft facility when drawn is at 1.0% above LIBOR.
The bank loans of the Group are as follows:
i)  £3.0m structured debt of 364 days with three year term out, at a floating rate of 0.85% to 1.35% above LIBOR, fixed in advance 
on at least a three‑month term. 
ii) £0.9m in mortgages repayable over 15 years with completion dates of 26 February 2012 and 8 July 2017 for £0.3m and £0.6m respectively .
The interest rates on these mortgages is floating at 1.5% above LIBOR with £612,000 fixed via an interest rate swap at 7.38%. 41
Cohort plc
Annual Report 
and Accounts 2008
17. Bank loans continued
At 30 April 2008, 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 loans 
approximate their fair value.
The Group’s net funds at 30 April 2008 of £2.1m are all with RBS Natwest.
18. Provisions
        Other contract  
     SEA MASS  related  
     earn‑out earn‑out Warranty provisions Total 
     £’000 £’000 £’000 £’000 £’000
At 1 May 2006    — — — 220 220
Set up on acquisition or acquired    — 500 60 — 560
Utilised    — — — (220) (220)
At 1 May 2007    — 500 60 — 560
Set up on acquisition or acquired    4,672 — — — 4,672
Charge to the Income Statement    — — 41 275 316
At 30 April 2008    4,672 500 101 275 5,548
At 30 April 2008:
Provisions due less than one year    4,672 333 101 275 5,381
Provisions due greater than one year    — 167 — — 167
     4,672 500 101 275 5,548
At 30 April 2007:
Provisions due less than one year    — — 60 — 60
Provisions due greater than one year    — 500 — — 500
     — 500 60 — 560
The SEA earn‑out is in respect of the obligation of the Group to settle deferred consideration payable to the vendors of SEA on the 
achievement of prescribed profit targets set out in the sale and purchase agreement pertaining to the acquisition. The provision 
represents the maximum liability and payment of this amount is expected to be made in 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. The provision 
represents the maximum total liability, which, if payable, is expected to be settled in the years ended 30 April 2009 and 30 April 2010.
The warranty provisions represent management’s best estimate of the Group’s liability under warranties granted on software and other 
products supplied and is based upon past experience. 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.
       SEA MASS  
       earn‑out earn‑out Total 
Company      £’000 £’000 £’000
At 1 May 2006      — — —
Set up on acquisition or acquired      — 500 500
At 1 May 2007      — 500 500
Set up on acquisition or acquired      4,672 — 4,672
At 30 April 2008      4,672 500 5,172
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
At 30 April 2007:
Provisions due less than one year      — — —
Provisions due greater than one year      — 500 500
       — 500 500 42
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
19. Deferred tax
      Accelerated tax Revaluation   
      depreciation of building Tax losses Group 
      £’000 £’000 £’000 £’000
At 1 May 2006     43 — — 43
Credit to Income Statement     28 — — 28
At 1 May 2007     71 — — 71
Charge to Income Statement     (9) — (370) (379)
On acquisition of subsidiary     — (662) 370 (292)
At 30 April 2008     62 (662) — (600)
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:
        2008 2007 
        £’000 £’000
Asset       62 71
Liability       (662) —
        (600) 71
At the Balance Sheet date the Group had unused trading tax losses within its subsidiaries of £1.8m (2007: £0.6m) available for offset 
against future profits.
No deferred tax asset has been recognised in respect of these losses due to unpredictability of future taxable profit streams. The deferred 
tax asset recognised in respect of SEA on acquisition is equal to tax losses able to be utilised in the year ended 30 April 2008.
These tax losses can all be carried forward indefinitely.
The deferred tax liability in respect of the revaluation of building arose on the acquisition of SEA and is the potential tax liability 
payable on the revaluation gain of the building with reference to its historical cost.
Company deferred tax balance at 30 April 2008 is £Nil (2007: £Nil).
20. Derivative financial instruments
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:
        2008 2007 
        £’000 £’000
Contracts to sell euro and buy pounds sterling      2,227 —
At 30 April 2008, the fair value of the Group’s currency derivatives is estimated to be approximately £2,358,000 (2007: £Nil). 
These amounts are based on closing exchange rates.
£617,000 has been transferred to the Income Statement in respect of contracts that matured in the year.
£131,000 has been transferred to the Income Statement in respect of marking the outstanding contracts at 30 April 2008 (2007: £Nil) 
to fair value with a corresponding derivative financial instrument recognised in the balance sheet as an asset.
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 2008 is estimated at £626,000 (2007: £Nil). These amounts are based on market 
values of equivalent instruments at 30 April 2008.
This interest rate swap is designated and effective as a cash flow hedge. The fair value thereof is not materially different and has not 
been recognised in equity. 43
Cohort plc
Annual Report 
and Accounts 2008
21. Called up share capital
        2008 2007 
        Number Number
Authorised share capital of 10p ordinary shares      50,000,000 40,000,000
Allotted, called up and fully paid 10p ordinary shares     40,456,417 29,477,161
Movement in allotted, called up and fully paid 10p ordinary shares:
         Number
At 1 May 2007        29,477,161
On acquisition of SEA at £1.50 per ordinary share:
Issued to vendors        5,954,866
Issued to placees for cash        5,000,000
         10,954,866
Share options exercised        24,390
         40,456,417
The following share options were unexercised at 30 April 2008:
     Options over     
     10p ordinary Option    
    Date of  shares price    
Description of option   Grant Number £   Exercise period
Cohort plc 2006 Share option scheme   24 February 2006 38,889 0.90 25 February 2008 to 25 February 2009
    8 March 2006 315,038 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
     791,533  
Save as you earn (SAYE) scheme   5 May 2006 215,447 1.23 
    26 January 2007 211,235 1.45   
    4 February 2008 460,554 1.33 
     887,236  
     1,678,769  
22. Reserves
      Share  Share Profit   
      premium  option and loss Total 
      account reserve account reserves 
Group     £’000 £’000 £’000 £’000
At 1 May 2006     5,339 — 1,373 6,712
Shares issued on acquisition of MASS     9,173 — — 9,173
Cost of share issue     (377) — — (377)
Share options exercised     20 — — 20
Equity dividends     — — (236) (236)
Share‑based payments     — 71 — 71
Retained profit     — — 2,269 2,269
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 30 April 2008     29,158 200 7,439 36,797 44
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
22. Reserves continued
      Share  Share Profit   
      premium  option and loss Total 
      account reserve account reserves 
Company     £’000 £’000 £’000 £’000
At 1 May 2006     5,339 — (5) 5,334
Shares issued on acquisition of MASS     9,173 — — 9,173
Cost of share issue     (377) — — (377)
Share options exercised     20 — — 20
Equity dividends     — — (236) (236)
Share‑based payments     — 10 — 10
Retained profit     — — 969 969
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
Retained profit     — — (201) (201)
At 30 April 2008     29,158 21 80 29,259
23. Acquisition of SEA
On 31 October 2007, the Group completed the acquisition of 100% of the issued share capital of SEA for initial consideration 
of £20.7m with further performance related deferred consideration of up to £4.7m, payable in cash. SEA is the parent company 
of Systems Engineering and Assessment Limited, an independent systems engineering and software company.
The transaction has been accounted for as at 30 April 2008 by the purchase method of accounting.
        Book Fair 
        value value 
        £’000 £’000
Net assets acquired:
Intangible assets       15 —
Property, plant and equipment       3,243 4,539
Inventories       1,677 1,455
Trade and other receivables       4,319 4,172
Cash and cash equivalents       1,203 1,203
Trade and other payables       (1,945) (3,065)
Deferred tax       (32) (292)
Current tax liabilities       (292) (292)
Bank loans       (1,082) (1,082)
        7,106 6,638
Other intangible assets        1,160
Goodwill        18,492
Total consideration        26,290
Total consideration includes acquisition costs of £0.9m.
         £’000
Satisfied by:
Cash        12,676
5,954,866 ordinary shares issued to vendors at £1.50 per share      8,932
Trade and other payables        10
Provision for deferred consideration        4,672
         26,290 45
Cohort plc
Annual Report 
and Accounts 2008
23. Acquisition of SEA continued
         £’000
Net funds outflow arising on acquisition
Cash consideration        (12,676)
Cash and cash equivalents acquired        1,203
Net cash flow        (11,473)
Bank loans acquired        (1,082)
Net funds flow        (12,555)
As part of the acquisition, the Group drew down £3.0m from its acquisition facility with the RBS Natwest and raised £6.0m via a vendor 
placing net of £361,000 of placing costs, which were charged to the Share Premium Account. A further £1.5m was raised under the 
Venture Capital Trust Scheme, realising net proceeds from the issue of shares of £7,139,000.
The goodwill arising on the acquisition of SEA is attributable to the anticipated profitability of SEA in the future and expected market 
and customer facing synergies that arise from the combination with the remainder of the Cohort Group. In accordance with IFRS this 
goodwill will not be amortised but is subject to an annual impairment test. The other intangible asset is in respect of the future profitability 
of the acquired order book of SEA and will be amortised over the period in which the acquired contracts profitability arises, a period 
of four years.
For the period from acquisition, 31 October 2007 until 30 April 2008, SEA contributed to the Group, revenue of £13.0m and net profit of £2.2m.
If SEA had been acquired 1 May 2007, its revenue and net profit would have been £22.8m and £2.7m respectively for the year ended 
30 April 2008.
24. Notes to the cash flow statement
a) Net cash from operating activities
        2008 2007 
        £’000 £’000
Profit for the year       4,480 2,269
Adjustments for:
Share of loss of joint venture       118 242
Tax expense       1,089 454
Depreciation of property, plant and equipment      463 187
Amortisation of other intangible assets       481 252
Exceptional items       17 (114)
Finance income (net of finance costs)       (75) (192)
Share‑based payment       129 71
Derivative financial instruments       (131) —
Increase in provisions       316 —
Operating cash flows before movements in working capital     6,887 3,169
Decrease/(increase) in inventories       823 (267)
Increase in receivables       (8,138) (1,180)
Increase in payables       4,326 1,220
        (2,989) (227)
Cash generated by operations       3,898 2,942
Tax paid       (507) (787)
Interest paid       (156) (8)
Net cash flow from operating activities       3,235 2,147
b) Additions to property, plant and equipment during the year amounting to £Nil (2007: £Nil) were financed by new finance leases.
25. Commitments
There were no capital commitments at 30 April 2008 (2007: £Nil). 46
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
26. Operating lease arrangements
        2008 2007 
        £’000 £’000
Minimum lease payments under operating leases recognised as an expense in the year:
Land and buildings       456 177
Other       58 7
        514 184
At 30 April 2008 the Group had outstanding commitments for future minimum lease payments under non‑cancellable operating leases 
which fall due as follows:
        2008 2007 
        £’000 £’000
Land and buildings:
– leases which expire within one year       675 177
– leases which expire in the second to fifth year inclusive     2,081 651
– leases which expire after five years       1,506 240
        4,262 1,068
Other:
– leases which expire within one year       92 24
– leases which expire in the second to fifth year inclusive     106 87
– leases which expire after five years       5 7
        203 118
        4,465 1,186
Significant leasing arrangements held by the Group are in respect of its operating facilities in St Neots, Lincoln, Bristol 
and Henley‑on‑Thames.
27. 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.
 2008  2007
       Weighted  Weighted 
       average  average 
       exercise  exercise 
       price  price 
      Options £ Options £
Outstanding at 1 May     1,146,055 1.40 394,577 1.20
Granted during the year     587,079 1.39 785,980 1.49
Forfeited during the year     (29,975) 1.36 (16,616) 1.23
Exercised during the year     (24,390) 1.23 (17,886) 1.23
Expired during the year     — — — —
Outstanding at 30 April 2008     1,678,769 1.40 1,146,055 1.40
Exercisable at 30 April 2008     38,889 0.90 — —
The weighted average share price at the date of exercise for share options exercised during the year was £1.61 (2007: £1.64). The options 
outstanding at 30 April 2008 had a weighted average exercise price of £1.40 (2007: £1.40), and a weighted average remaining contractual 
life of five years (2007: seven years).
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. In the year ended 30 April 2007, options were granted on 5 May 2006, 10 July 2006, 
25 January 2007, 26 January 2007 and 19 February 2007. The aggregate of the estimated fair values of the options granted on those 
dates was £1.50. 47
Cohort plc
Annual Report 
and Accounts 2008
27. Share‑based payments continued
The inputs into the Quoted Companies Alliance model, a Black‑Scholes based binominal model, are as follows:
       2008  2007
Weighted average share price      £1.68  £1.59
Weighted average exercise price      £1.40  £1.40
Expected volatility      20%  20%
Risk free rate      5.75%  5.75%
Leaver rate      6.5% per annum  6.5% per annum
Dividend yield      0.26%  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 £129,000 (2007: £71,000) relating to equity‑settled share‑based payment transactions, an equivalent 
amount being transferred to the share option reserve (see note 22).
28. Pension commitments
The Group makes contributions to defined contribution stakeholder pension schemes. The contributions for the year of £848,000 
(2007: £329,000) were charged to the income statement.
29. Related party transactions
Transactions between the Company and its subsidiaries are as follows:
       Management Dividends Group relief 
       fees received received from surrendered by 
       from subsidiaries subsidiaries subsidiaries 
       £’000 £’000 £’000
2008      400 — 81
2007      480 1,000 9
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)
2008     — — — 277
2007     — — — 187
Digital Millennium Map LLP (DMM)
2008     — — — —
2007     — — 220 —
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 committee on pages 24 and 25.
During the year ended 30 April 2008, the Directors of Cohort plc received dividends from the Company as follows:
        2008 2007 
        £ £
AES Carter       143,717 85,166
N Prest       26,927 15,676
S Walther       135 40
Sir Robert Walmsley       225 134
I Dale‑Staples       9,284 —
        180,288 101,016 48
Cohort plc
Annual Report 
and Accounts 2008
Notes to the Financial Statements continued
For the year ended 30 April 2008
30. Impact of change from UK GAAP to IFRS
The Group and Company (Cohort plc) accounts for the year ended 30 April 2008 have been prepared in accordance with IFRS. 
The comparatives have been restated accordingly.
In addition to a number of disclosure changes, the main impacts of changing from UK GAAP to IFRS for the Group as are follows:
a) Amortisation of goodwill and other intangible assets
  The Group previously amortised goodwill arising on acquisition of subsidiaries over 20 years with no differentiation of the goodwill 
on acquisition between its constituent parts.
  The introduction of IFRS has required the Group to differentiate goodwill arising on acquisitions into its constituent elements with 
the balance remaining as goodwill. In accordance with IAS 36, the goodwill is not subject to amortisation but is reviewed annually 
for impairment.
 The other intangible assets are amortised over their estimated useful lives in accordance with IAS 38.
 The goodwill and other intangible assets arising on the acquisition of SEA are discussed and analysed in note 23.
 The acquisition of MASS took place in the year ended 30 April 2007 and this acquisition has been restated in accordance with IFRS.
         Life 
        £’000 Years
 Goodwill on acquisition under UK GAAP      13,722 20
 Under IFRS:
 Intangible asset in respect of acquired contracts      1,060 4
 Intangible asset in respect of contracts to be secured     500 7
 Goodwill on acquisition       12,162 N/A
        13,722 
  The goodwill on acquisition is not subject to amortisation. This goodwill represents the intellectual property and other intangibles 
acquired with MASS, primarily its employees, which is not identifiable as patents or able to be valued in terms of future customer 
relationships and as such no estimated useful life is able to be applied to it.
  The effect of the above changes was to reduce the amortisation charge for the year ended 30 April 2007 from £515,000 as previously 
reported under UK GAAP to £252,000, as now reported under IFRS.
b) Recognition of fair value of derivative financial instruments
  The Group uses forward foreign exchange contracts to hedge it from any cash risk arising on receiving and/or paying foreign 
currency (mainly euros) to customers and suppliers respectively.
  Under UK GAAP any gain or loss on marking these contracts to market were required to be disclosed but not to be adjusted 
in the Income Statement or equity of the Group. 
  Under IFRS, such adjustments to these instruments are reflected in the Income Statement or equity.
  The Group has no such instruments in place at 30 April 2007, hence no impact on the restatement under IFRS.
c) The Impact of the above changes on the previously reported UK GAAP figures of the Group are as follows:
         2007 
         £’000
 Income Statement
 The profit for the period previously reported under UK GAAP      2,006
 Derivative financial instruments        —
 Adjustment to amortisation of goodwill and other intangible assets     263
 As reported under IFRS        2,269
 Equity
 Equity at 1 May 2007 as reported under UK GAAP       20,316
 Derivative financial instruments        —
 Adjustment to amortisation of goodwill and other intangible assets charged to Income Statement in the year ended 30 April 2007 263
 As reported under IFRS        20,579
 There was no difference between the equity reported at 1 May 2006 under UK GAAP and IFRS. 49
Cohort plc
Annual Report 
and Accounts 2008
Accounting Policies
Basis of accounting
The Group and Company financial statements have been prepared in accordance with applicable IFRS. The financial statements have 
also been prepared in accordance with IFRS 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 2008. Subsidiaries acquired during the year are consolidated from the date of acquisition, using the purchase method 
(see Business combinations below). Accordingly, the results of SEA are consolidated from 31 October 2007.
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 joint ventures 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 230(4) of the Companies Act 1985.
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.
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, Value Added Tax 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. 50
Cohort plc
Annual Report 
and Accounts 2008
Accounting Policies continued
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.
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 deferred tax.
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 substantially 
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. 51
Cohort plc
Annual Report 
and Accounts 2008
Taxation continued
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 in 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.
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 revalued amounts, being the fair value at the date of revaluation and/or acquisition, less any subsequent accumulated 
depreciation and subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the 
carrying amount does not differ materially from that which would be determined using fair values at the Balance Sheet date. 
Any revaluation increase arising on the revaluation of such land and buildings is credited to the properties revaluation reserve, 
except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case 
the increase is credited to the Income Statement to the extent of the decrease previously charged. A decrease in carrying amount 
arising on the revaluation of such land and buildings is charged as an expense to the extent that it exceeds the balance, if any, 
held in the properties revaluation relating to a previous revaluation of that asset.
Depreciation on revalued buildings is charged to the Income Statement. On the subsequent sale or retirement of a revalued property, 
the attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings.
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:
• an asset is created that can be identified (such as software and new processes) and is technically and commercially feasable; 
•  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
• 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.  52
Cohort plc
Annual Report 
and Accounts 2008
Accounting Policies continued
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.
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.
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 in prepayments 
and accrued income 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.
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.  53
Cohort plc
Annual Report 
and Accounts 2008
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 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 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. 54
Cohort plc
Annual Report 
and Accounts 2008
Notice of Annual General Meeting
Notice is hereby given that the third Annual General Meeting of Cohort plc (the Company) will be held at Phyllis Court Club, 
Marlow Road, Henley‑on‑Thames, Oxfordshire RG9 2HT on 28 August 2008 at 3pm for the following purposes:
Ordinary Business
To consider and, if thought fit, pass the following resolutions:
1  To receive and adopt the Company’s annual accounts for the year ended 30 April 2008 together with the Directors’ Report 
and the Auditors’ Report on those accounts.
2  To declare a final dividend for the year ended 30 April 2008 of 1.0 pence per ordinary share of 10 pence each in the capital of the 
Company to be paid on 3 September 2008 to members whose names appear on the register of members at the close of business 
on 8 August 2008.
3  To re‑elect Nicholas 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 Ian Dales‑Staples a Director of the Company who, having been appointed as a Director by the Directors since the last 
Annual General Meeting, would in accordance with the Articles of Association of the Company, vacate office at the conclusion 
of the meeting unless re‑appointed.
5  To re‑appoint Baker Tilly UK Audit LLP as auditor of the Company to hold office from the conclusion of the meeting until 
the conclusion of the next general meeting of the Company at which financial statements are laid and to authorise the Directors 
to set their remuneration. 
To transact any other business of the Company.
Special Business
To consider and, if thought fit, pass the following resolutions which will be proposed as to Resolution 6 as an Ordinary Resolution 
and as to Resolutions 7, 8 and 9 as Special Resolutions:
6  THAT , subject to and in accordance with Article 16 of the Articles of Association of the Company, the Directors of the Company 
be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 (the Act) 
(in substitution for any existing authority to allot relevant securities (within the meaning of Section 80 of the Act)) to exercise all 
powers of the Company to allot relevant securities up to an aggregate nominal value of £2,022,820, being approximately one half 
of the current issued share capital of the Company, provided that this authority shall expire 15 months from the date of passing 
this Resolution or at the conclusion of the next AGM of the Company to be held in 2009 whichever is the earlier, except that the 
Company may before such expiry make an offer or agreement which would or might require relevant securities of the Company 
to be allotted after such expiry and the Directors may allot relevant securities in pursuance of that offer or agreement as if the 
authority conferred by this Resolution had not expired. 
7  THAT , subject to the passing of Resolution 6 as set out in this Notice of AGM and in accordance with Article 17 of the Articles of 
Association of the Company the Directors of the Company be and they are hereby generally empowered pursuant to Section 95 of 
the Act to allot equity securities (in substitution for any existing authority to allot equity securities (within the meaning of Section 94 
of the Act)) for cash, pursuant to the authority conferred by Resolution 6 as set out in this Notice of AGM, as if Section 89(1) of the 
Act did not apply to such allotment, provided that this power shall be limited to the allotment of equity securities:
 7.1  for the purposes of, or in connection with an offer by way of a rights issue, open offer or other pre‑emptive offer of equity 
securities in favour of ordinary shareholders where the securities respectively attributable to the interests of such shareholders 
are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by such holders (but subject to such 
exclusions or other arrangements as the Directors consider appropriate, necessary or desirable to deal with fractional entitlements 
or any legal or practical difficulties arising under the laws of any territory or the requirements of any regulatory body 
or recognised investment exchange); and
 7.2  (otherwise than pursuant to sub paragraph 7.1 above) of equity securities up to an aggregate nominal value of £404,564 
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 2009, 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. 55
Cohort plc
Annual Report 
and Accounts 2008
Special Business continued
8  THAT , the Company be generally and unconditionally authorised pursuant to Article 9 of the Articles of Association of the Company 
and pursuant to Section 166 of the Act to make market purchases (as defined in Section 163 of the Act) of ordinary shares of 10 pence 
each in the capital of the Company provided that:
 8.1  the maximum number of ordinary shares hereby authorised to be purchased is 6,068,462 (being approximately 15% of the current 
issued ordinary share capital of the Company);
 8.2 the minimum price which may be paid for such shares is 10 pence per ordinary share being the nominal value thereof;
 8.3  the maximum price (exclusive of expenses) which may be paid for such shares shall not be more than 5% above the average 
of the middle market quotations for ordinary shares of 10 pence each in the capital of the Company as derived from the AIM 
Appendix of the Daily Official List of London Stock Exchange plc for the five business days immediately preceding the day 
on which the contract for purchase is made; and
 8.4  the authority shall expire 15 months from the date of passing this Resolution or at the conclusion of the next AGM of the Company 
in 2009 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.
9 With effect on and from 1 October 2008, the Articles of Association of the Company be amended by:
(a) inserting the following new definition in Article 2:
 “2006 Act”  the Companies Act 2006; 
(b) deleting the existing definition of “Statutes” in Article 2 and replacing it with the following new definition:
 “ Statutes”   the Companies Act, the 2006 Act and every other statute, order, regulation, instrument or other subordinate 
legislation for the time being in force relating to companies and affecting the Company; 
(c)  deleting the existing Articles 100 and 101 and replacing them with the following new Articles 100 to 102 and by the consequential 
renumbering of all subsequent Articles of the Articles of Association of the Company and the updating of all cross references:
 100  DIRECTORS’ INTERESTS IN CONTRACTS WITH THE COMPANY
 100.1  Subject to the provisions of the Statutes and provided that he has declared the nature and extent of his interest to the other 
Directors in accordance with Article 104.1 or 104.2 a Director may hold any other office or employment with the Company 
(other than the office of auditor) in conjunction with his office of Director for such period (subject to the Statutes) and 
on any terms as the Directors may determine.
 100.2  Subject to the provisions of the Statutes and provided that he has declared the nature and extent of his interest to the 
other Directors in accordance with Article 104.1 or 104.2, a Director or intending Director may enter into any contract, 
arrangement, transaction or proposal with the Company relating to the tenure of any other office or employment referred 
to in Article 100.1, or as a vendor or purchaser or otherwise.
 100.3  Any contract, arrangement, transaction or proposal entered into pursuant to Article 100.2 or any contract, arrangement, 
transaction or proposal entered into by or on behalf of the Company in which any Director is in any way directly or indirectly 
interested cannot be avoided by reason of a Director having any interest permitted by Article 100.2. A Director is not liable 
to account to the Company for any benefit realised from any contract, arrangement, transaction or proposal as a result of 
any interest permitted by Article 100.2 by reason of either holding office as a Director or because of the fiduciary relationship 
established by that office if the Director has declared his interest in accordance with the Statutes and Article 104.1 or 104.2.
 100.4  Subject to the provisions of the Statutes and provided that he has declared the nature and extent of his interest to the other 
Directors in accordance with Article 104.1 or 104.2:
   100.4.1  a Director may act by himself or his firm in a professional capacity for the Company except as an auditor 
of the Company, and he or his firm shall be entitled to remuneration for professional services as if he were 
not a Director; and
   100.4.2  a Director may continue to be or become a Director of, or hold any other office in, or be or become an employee 
or a member of, any other company in which the Company is interested. Unless otherwise provided by his terms 
of service the Director shall not be accountable for any remuneration, salary, profit or other benefits received 
by him as a Director of, or holder of any other office in, or as an employee or member of, any such other company 
as a result of him having any interest permitted by this Article 100.4.2.
 100.5  For the purposes of Articles 100.1 to 100.4 inclusive, an interest of a person who is connected with a Director (within 
the meaning of Section 252 of the 2006 Act) shall be treated as an interest of the Director and, in relation to an alternate, 
an interest of his appointor shall be treated as an interest of the alternate in addition to any interest which the alternate 
otherwise has. 56
Cohort plc
Annual Report 
and Accounts 2008
Notice of Annual General Meeting continued
Special Business continued
 101  AUTHORISATION OF CONFLICTS OF INTEREST BY THE DIRECTORS
 101.1  Any matter (a “Relevant Matter”) which would otherwise constitute or give rise to a breach by a Director of his duty under 
Section 175 of the 2006 Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts or 
possibly may conflict with the interests of the Company (including a breach which would arise by virtue of his appointment 
as Director) may be authorised by the Directors to the fullest extent permitted by law in accordance with this Article 101.
 101.2  In particular (but without limitation) a Director may, subject to any authorisation required under this Article 101, be or become 
a member or Director of, or hold any other office or place of profit under , or otherwise be interested in, any other company 
in which the Company is interested. Subject to these Articles, the Board may cause the voting rights conferred by the shares 
in any company held or owned by the Company to be exercised in such manner in all respects as they think fit (including 
without limitation in relation to any resolution concerning the appointment of the Directors or any of them as Directors of, 
or the holders of any other office or place of profit with such company , fixing or varying the terms of any such appointment 
or the termination of any such appointment).
 101.3  A proposal that a Relevant Matter be authorised by the Directors may be made by any Director in accordance with the Board’s 
normal procedures (or in such other manner as the Directors may approve). No authorisation shall be effective unless:
   101.3.1  the quorum requirement at any meeting at which the Relevant Matter is considered is met without counting 
the Director concerned or any other interested Director; and
   101.3.2  the Relevant Matter was agreed to without the Director concerned or any other interested Director voting 
(or would have been agreed to if their votes had not been counted).
 101.4  Any authorisation of a matter under this Article 101 shall be subject to such terms, conditions and limitations as the Directors 
may specify, whether at the time of giving the authorisation or subsequently. The Directors may terminate or vary any 
authorisation at any time. The Director concerned must act in accordance with any terms, conditions or limitations specified 
by the Directors in accordance with this Article.
 101.5  Unless otherwise specified by the Directors at any time, the terms and conditions on which a Relevant Matter has been 
authorised shall be deemed to include authority for the Director concerned, without breaching the general duties he owes 
to the Company by virtue of Sections 171 to 177 of the 2006 Act:
   101.5.1  to exclude himself from participation in discussion (whether at meetings of the Board or otherwise), or receipt of 
documents or information, relating to the Relevant Matter and/or to arrange for documents or information relating 
to the Relevant Matter to be reviewed by a professional adviser to ascertain the extent to which it might 
be appropriate for him to have access to such documents or information; and/or
   101.5.2  not to disclose to the Company, or use in relation to the Company’s affairs, information which he obtains or has 
obtained otherwise than through his position as a Director of the Company which relates to the Relevant Matter 
and which is confidential to a third party, where to do so would amount to a breach of confidence or breach 
of duty to the third party.
This Article 101.5 is without prejudice to any equitable principle or rule of law which may otherwise excuse or release the Director 
from any requirement to disclose information, attend discussions or receive documents or information.
 101.6  The Directors may specify, as a term of authorisation of any Relevant Matter, that a Director is entitled to accept benefits 
from third parties in relation to the Relevant Matter without breaching Section 176 of the 2006 Act.
 101.7  No Director shall, by reason of his office as Director of the Company (or by reason of the fiduciary relationship established 
by holding that office), be liable to account to the Company for any benefit derived from any R elevant Matter to the extent 
that the Relevant Matter has been authorised by the Directors in accordance with this Article 101. No contract, transaction 
or arrangement shall be liable to be avoided by reason of any interest of a Director to the extent that it has been so authorised.
 101.8  For the purposes of Article 101, references to a conflict of interest include a conflict of interest and duty and a conflict 
of duties.
 102  RESTRICTIONS ON A DIRECTOR’S POWER TO VOTE WHERE HE HAS AN INTEREST
 102.1  Save as provided in this Article 102 and except as otherwise provided in these Articles, a Director shall not vote as a Director 
in respect of any contract, transaction or arrangement or proposed contract, transaction or arrangement or any other proposal 
in which he has any interest which may be regarded as likely to give rise to a conflict of interest. If he does vote his vote 
shall not be counted. A Director shall not be counted in the quorum present at the meeting in relation to any resolution 
of the Directors or of a committee of the Directors on which he is debarred from voting.
 102.2  For the purposes of Article 102.1 interests of a person connected with the Director are aggregated with the Director’s 
interest but interests in shares or debentures or other securities of or connected with the Company are to be disregarded. 57
Cohort plc
Annual Report 
and Accounts 2008
Special Business continued
 102.3  The prohibitions in Articles 102.1 and 102.4 shall not apply and a Director (unless otherwise prohibited under these Articles) 
shall be entitled to vote as a Director and be counted in the quorum in respect of any resolution of the Directors 
or of a committee of the Directors relating to any of the following matters:
   102.3.1  any contract, transaction, arrangement or proposal in which he is interested by virtue of an interest in shares 
or debentures or other securities of or otherwise in or through the Company; or
   102.3.2  the giving of any security, guarantee or indemnity in respect of money lent or obligations incurred by him 
or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings; or
   102.3.3  the giving of any security, guarantee or indemnity in respect of a debt or obligation of the Company or any 
of its subsidiary undertakings for which the Director himself has assumed responsibility in whole or in part under 
a guarantee or indemnity or by the giving of security; or
   102.3.4  an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for 
subscription or purchase in which offer he is or is to be or may be entitled to participate as a holder of securities 
or as an underwriter or sub‑underwriter; or
   102.3.5  any matters involving or relating to any other company in which he or any person connected with him within the 
meaning of Section 252 of the 2006 Act has a direct or indirect interest (as that term is used in Part 22 of the 2006 Act) 
whether as an officer or shareholder or otherwise, provided that he and any such persons connected with him are 
not the holder (otherwise than as a nominee for the Company or any of its subsidiary undertakings) of or beneficially 
interested in 1% or more of any class of the equity share capital of such company (or of any third company through 
which his interest is derived) or of the voting rights available to members of the relevant company; or
   102.3.6  an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not 
award him any privilege or benefit not generally awarded to the employees to whom the arrangement relates; or
   102.3.7  the purchase and/or maintenance of any insurance policy for the benefit of Directors or for the benefit of persons 
including Directors.
 102.4  A Director shall not vote as a Director or be counted in the quorum on any resolution concerning his own appointment as the 
holder of any office or employment with the Company or any company in which the Company is interested including fixing 
or varying the terms, or the termination of, his appointment.
 102.5  Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) 
of two or more Directors to offices or employment with the Company or any company in which the Company is interested, 
such proposals may be divided and considered in relation to each Director separately and in such cases each of the Directors 
concerned (if not debarred from voting under the proviso to Article 102.3.5) shall be entitled to vote (and be counted 
in the quorum) in respect of each resolution except that concerning his own appointment.
 102.6  If any question arises at any meeting as to whether an interest of a Director may reasonably be regarded as likely to give 
rise to a conflict of interest or as to the entitlement of any Director to vote and the question is not resolved by the Director 
voluntarily agreeing to abstain from voting, the question shall be referred to the Chairman of the meeting and his ruling in 
relation to any Director (other than himself) will be final and conclusive unless the nature or extent of the Director’s interests 
has not been disclosed to the Directors. If a question arises in respect of the Chairman, it shall be determined by the Directors 
(other than the chairman). The Directors’ resolution will be final and conclusive unless the nature or extent of the Chairman’s 
interest has not been disclosed to the Directors.
 102.7  Subject to the Statutes, the Company may by ordinary resolution suspend or relax the restrictions in Articles 102.1 or 102.4 
to any extent to ratify any contract, transaction or other arrangement not duly authorised by reason of a contravention 
of those Articles.
 102.8 For the purposes of this Article 102: 
   102.8.1  an interest of a person who is connected with a Director (within the meaning of Section 252 of the 2006 Act) 
shall be treated as an interest of the Director and, in relation to an alternate, an interest of his appointor shall 
be treated as an interest of the alternate in addition to any interest which the alternate otherwise has;
   102.8.2 references to a conflict of interest include a conflict of interest and duty and a conflict of duties;
   102.8.3  an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have 
knowledge shall not be treated as an interest of his; and
   102.8.4  references to a contract or transaction include any proposed contract or transaction and any arrangement 
(whether or not constituting a contract). 58
Cohort plc
Annual Report 
and Accounts 2008
Notice of Annual General Meeting continued
Special Business continued
 102  RESTRICTIONS ON A DIRECTOR’S POWER TO VOTE WHERE HE HAS AN INTEREST continued
and
(d)  deleting the existing Article 103 and replacing it with the following new Article 104 (following the renumbering referred 
to in (c) above):
 104  DECLARATION OF DIRECTOR’S INTERESTS IN CONTRACTS
   104.1  A Director who is in any way, whether directly or indirectly interested in a contract, transaction or arrangement 
or proposed contract, transaction or arrangement with the Company shall declare the nature and extent 
of his interest to the other Directors to the extent required by and in accordance with the Statutes.
   104.2  A Director who is in any way, whether directly or indirectly, interested in any proposed transaction or arrangement 
with a subsidiary undertaking of the Company or any transaction or arrangement that has been entered into by 
a subsidiary undertaking of the Company shall declare the nature and extent of his interest to the other Directors 
of the Company to the same extent, at the same time and in the same way as Article 104.1 would require if the 
transaction or arrangement were with the Company.
   104.3  For the purposes of Articles 104.1 and 104.2 inclusive, an interest of a person who is connected with a Director 
(within the meaning of Section 252 of the 2006 Act) shall be treated as an interest of the Director and, in relation 
to an alternate, an interest of his appointor shall be treated as an interest of the alternate in addition to any 
interest which the alternate otherwise has.
By order of the Board
Simon Walther
Company Secretary
16 July 2008 59
Cohort plc
Annual Report 
and Accounts 2008
Notes
1  Members are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the 
meeting. A proxy need not be a shareholder of the Company. A Form of Proxy which may be used to make such appointment and 
proxy instructions accompanies this Notice of AGM. Completion and return of a Form of Proxy will not preclude a member from 
attending and voting at the meeting in person, should he subsequently decide to do so.
2  In order to be valid, any Form of Proxy, power of attorney or other authority under which it is signed, or a notarially certified or office 
copy of such power or authority, must reach the Company’s Registrars, Capita Registrars, 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 Uncertificated Securities Regulations 2001, shareholders must be entered on the Company’s 
share register at 3pm on 26 August 2008 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  The following documents will be available from 2.45pm on the day of the meeting at the place of the Annual General Meeting until 
the close of the meeting:
 4.1  copies of the service contracts of each of the Executive Directors;
 4.2 copies of the letters of appointment of the Non‑executive Directors; and
 4.3 a copy of the Articles of Association of the Company marked to show the changes being proposed by Resolution 9. 60
Cohort plc
Annual Report 
and Accounts 2008
Notice of Annual General Meeting continued
Explanatory note on Resolution 9 and conflicts of interest
The Companies Act 2006 sets out Directors’ general duties which largely codify the existing law but with some changes. Under the 
Companies Act 2006, from 1 October 2008 a Director must avoid a situation where he has, or can have, a direct or indirect interest that 
conflicts, or possibly may conflict with the Company’s interests. The requirement is very broad and could apply, for example, if a Director 
becomes a Director of another company or a trustee of another organisation. The Companies Act 2006 allows Directors of public companies 
to authorise conflicts and potential conflicts, where appropriate, where the articles of association contain a provision to this effect. 
The Companies Act 2006 also allows the articles of association to contain other provisions for dealing with Directors’ conflicts of interest 
to avoid a breach of duty. The amendments to the Articles of Association of the Company contained in resolution 9 give the Directors 
authority to approve such situations and to include other provisions to allow conflicts of interest to be dealt with in a similar way 
to the current position.
There are safeguards which will apply when Directors decide whether to authorise a conflict or potential conflict. First, only Directors 
who have no interest in the matter being considered will be able to take the relevant decision, and secondly, in taking the decision 
the Directors must act in a way they consider, in good faith, will be most likely to promote the Company’s success. The Directors 
will be able to impose limits or conditions when giving authorisation if they think this is appropriate.
The amendments to the Articles of Association of the Company contained in resolution 9 also contain provisions relating to information 
concerning the relevant matter, attendance at Board meetings and availability of Board papers to protect a Director being in breach 
of duty if a conflict of interest or potential conflict of interest arises. These provisions will only apply where the position giving rise 
to the potential conflict has previously been authorised by the Directors. About us Our Operations
Shareholder Information and Financial Calendar
Advisers
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:
• Independent
• Technically expert
• Practically oriented
• Flexible
• Cost‑effective
• 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.
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 c130 
permanent employees, plus c10 
deployed associates.
Our Market Sectors
•  Defence •  Security •  Information systems •  Telecommunications •  Space 
•  Transport •  Off‑shore
Our Clients
Our clients include the MOD, other UK Government Departments, NATO and a range 
of industry clients including major international corporations.
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 c115 
permanent employees, plus c190 
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 c210 permanent employees.
Shareholders’ Enquiries
If you have an enquiry about the Company’s business, or about 
something affecting you as a shareholder (other than queries 
which are dealt with by the Registrar), you should contact the 
Company Secretary by letter or by telephone at the Company’s 
registered office.
Share Register
Capita Registrars maintain the register of members of the Company. 
If you have any questions about your personal holding of the 
Company’s shares, please contact:
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU
Tel: 0870 162 3100 (for calls within the UK)
 +44 20 8639 2157 (for calls from overseas)
If you change your name or address or if details on the envelope 
enclosing this Report, including your post code, are incorrect 
or incomplete, please notify the Registrar in writing.
Daily Share Price Listings
The Financial Times  – AIM, Aerospace and defence
The Times – Professional and support services
Daily Telegraph – AIM section
Financial Calendar
Annual General Meeting   28 August 2008 
Final dividend payable   3 September 2008
Expected announcement of results for the year ending 30 April 2009:
Half year announcement   December 2008 
Full year preliminary announcement  June 2009
Registered Office
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN
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 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 UK 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  Company Profile
01  Highlights
02  Chairman’s Statement
04  Chief Executive’s Report
06  Finance Director’s Review
10 Operational Review
16   Board of Directors and 
Executive Management
18  Directors’ Report
22  Corporate Governance Report
24  Remuneration Committee Report
26  Independent Auditors’ Report
27  Consolidated Income Statement
28   Consolidated and Company 
Balance Sheets
29  Consolidated Statement of Changes 
in Equity
30  Consolidated Cash Flow Statement
31  Notes to the Financial Statements
49  Accounting Policies
54  Notice of Annual General Meeting
IBC Advisers
   Shareholder Information 
and Financial Calendar
Cohort plc
The Court House 
Northfield End 
Henley‑on‑Thames 
Oxfordshire RG9 2JN
Cohort plc
Annual Report and Accounts 2008
 Cohort plc Annual Report and Accounts 2008