Cohort plc
Arlington House  
1025 Arlington Business Park  
Theale  
Reading RG7 4SA
www.cohortplc.com
Annual Report and Accounts 2010
Cohort plc
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
  
  
 
 
 
 
  
Cohort plc Annual Report and Accounts 2010
_1_cover.indd   1 28/07/2010   11:34:00 Cohort plc
Arlington House  
1025 Arlington Business Park  
Theale  
Reading RG7 4SA
www.cohortplc.com
Annual Report and Accounts 2010
 
Cohort is an AIM quoted independent 
high technology business operating 
in defence and related markets. 
Its hallmarks are innovation, 
agility and responsiveness.
It was formed in 2006 to acquire and 
grow businesses providing independent 
technical advice and a cost effective 
and flexible supply of niche high 
technology products and services.
It has three well established, wholly 
owned subsidiaries providing a wide 
range of services and products for UK 
and international customers. Its main 
activities are in defence but it also 
supplies markets including security, 
space and transport.
Review of the Year
IFC  About us
01  Highlights
02  Chairman’s Statement
04  Chief Executive’s Review
06  Finance Director’s Review
12 Operations Review: MASS
14 Operations Review: SCS
16 Operations Review: SEA
18   Board of Directors and Executive Management
Corporate Governance
21  Directors’ Report
24  Corporate Governance Report
26 Remuneration & Appointments Committee Report
29 Statement of Directors’ Responsibilities
Financial Statements
31 Independent Auditor’s Report
32  Consolidated Income Statement
32 Consolidated Statement of Comprehensive Income
33   Consolidated and Company Statements of Financial Position
34  Consolidated and Company Statement of Changes in Equity
35 Consolidated and Company Cash Flow Statements
36  Notes to the Financial Statements
55  Accounting Policies
IBC Advisers
IBC  Shareholder Information and Financial Calendar
Cohort plc Annual Report and Accounts 2010
_1_cover.indd   1 28/07/2010   11:34:00 About Us 
Cohort plc is the parent company for three innovative, agile 
and responsive businesses operating in defence and related 
markets. It aims to add real value through the experience and 
contacts of its senior team while providing a light-touch but 
effective governance framework. Its objective is to deliver 
consistent and growing value to shareholders through its 
three operating subsidiaries, MASS, SCS and SEA. 
MASS Consultants Limited (MASS) is a 
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 related electronic systems 
and highly secure IT systems and software 
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 around 170 permanent 
employees and 40 deployed associates.
To read more on the SCS division, visit our 
site at scs-ltd.co.uk
To read more on the MASS division, visit our 
site at mass.co.uk
To read more on the SEA division, visit our 
site at sea.co.uk
Systems Consultants Services Limited 
(SCS) is a 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. Its activities are very 
diverse including the management of major 
exercises for the armed forces and providing 
technical input to major projects.
SCS was formed in 1992 and is based in Theale, 
Berkshire. It currently has around 100 permanent 
employees and 100 deployed associates.
SEA (Group) Limited (SEA) is a systems 
engineering and software company 
operating in defence, space and 
transport markets.
SEA delivers systems engineering, software 
and electronic engineering services and solutions 
to government and industry, including specialist 
design and manufacture. A core capability is 
development of innovative electronic sensor 
systems (including vibration, radar, sonar, 
optical and laser devices).
SEA was formed in 1988 and is based in Beckington, 
near Frome, with offices in North Bristol (near MOD). 
It currently has around 260 permanent employees.
The accessible market for such services and products 
is large because of growing technical complexity, 
the outsourcing of scientific and technical expertise 
by the 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 the 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.
Our Market Sectors
Defence 
Security  
Information systems  
Space  
Transport
Our Clients
Our clients include the UK MOD, other UK Government 
Departments, European Space Agency, NATO and a range of 
industry customers including major international corporations.
A MASS A SCS A SEA
Advisers
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
KPMG Audit Plc 
Chartered Accountants
Arlington Business Park 
Theale 
Reading RG7 4SD 
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
Shareholders’ Enquiries
If you have an enquiry about the Company’s business, or about something affecting you as a shareholder (other than queries which 
are dealt with by the Registrar), you should contact the Company Secretary by letter to the Company’s registered office or by e-mail 
to info@cohortplc.com.
Share Register
Capita Registrars maintain the register of members of the Company.
If you have any questions about your personal holding of the Company’s shares, please contact:
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 
Tel:  0870 162 3100 (for calls within the UK) 
+44 20 8639 2157 (for calls from overseas)
If you change your name or address or if details on the envelope enclosing this Report, including your postcode, are incorrect 
or incomplete, please notify the Registrars in writing.
Daily Share Price Listings
The Financial Times – AIM, Aerospace and defence 
The Times – Engineering 
Daily Telegraph – AIM section
Financial Calendar
Annual General Meeting  2 September 2010 
Final dividend payable  8 September 2010
Expected announcement of results for the year ending 30 April 2011:
Half year announcement  December 2010 
Full year preliminary announcement  June 2011
Registered Office
Cohort plc 
Arlington House  
1025 Arlington Business Park  
Theale  
Reading RG7 4SA
Shareholder Information and Financial Calendar 
_1_cover.indd   2 28/07/2010   11:34:18  Annual Report and Accounts 2010  Cohort plc  01
Review of the Year Corporate Governance Financial Statements
Highlights
A  Revenue up slightly at £78.1m (2009: £76.7m 
– restated).
A	 Adjusted	 operating	p rofit*	down	34%	to	£4.1m.
A	 	 Adjusted	 earnings	pe r	share	down	37%	at	
8.10 pence.
A	 	 P ro posed	final	dividen d	up	17%	at	1.4	pence	
per share.
A	 Continued 	profitable	 growth	at	MASS.
A	 	 Acquisitio n	by	MASS	o f	 Abacus	EW ,	a	specialist	in	
land	electronic	warfare	training,	on	14	May	2010	
for	an	initial	cash	consideration	of	£1.0m.
A	 	 Consolidation	and	ref ocus	of	defence	activities	
at	SEA.
A	 Maj or	res tructuring	a nd	new	MD	appointed	at	SCS.
*	 	 Adjusted	operating	profit	is	operating	profit	excluding	amortisation	of	
other	intangible	assets	and	exceptional	items.
For more on Cohort 
cohortplc.com
Revenue
£78.1m
07
08
09
10
34.4
57.1
76.7
78.1
Adjusted	operating	profit
£4.1m
07
08
09
10
2.9
6.1
6.3
4.1
Order	book	at	30	 April
£112.7m
07
08
09
10
38.3
58.3
47.2
112.7
_0_CHRT_ar10_front.indd   1 28/07/2010   11:29:02 02  Cohort plc  Annual Report and Accounts 2010
Chairman’s Statement
Cohort	has	experienced	a	difficult	
year ,	with	accounting	problems	and	
a	significant	deterioration	in	trading	
performance	at	SCS.	SEA 	also	performed	
below	expectations.	On	the	positive	side	
MASS	performed	strongly	and	the	Group	
has	closed	the	year	with	a	record	order	
book,	which	provides	a	basis	for	a	
recovery	in	profitability .
Key financials
In	the	year	ended	30	 April	2010,	
Cohort	posted	revenue	of	£78.1m	
(2009: £76.7m). This included revenue 
o f 	 £ 2 6 . 4 m 	 ( 2 0 0 9 : 	 £ 2 9 . 2 m ) 	 f r o m 	 S y s t e m s	
C o n s u l t a n t s 	 S e r v i c e s 	 L i m i t e d 	 ( S C S ) , 	 £ 2 1 . 5 m	
(2009: 	 £20.6m) 	 from 	 MASS 	 Consultants 	
L i m i t e d 	 ( M A S S ) 	 a n d 	 £ 3 0 . 2 m 	 ( 2 0 0 9 : 	 £ 2 6 . 9 m )	
from 	 SEA 	 (Group) 	 Limited 	 (SEA). 	 Both	
MASS	and	SEA 	grew	their	revenues	but	
S C S 	 s u f f e r e d 	 a 	 d e c l i n e 	 i n 	 s a l e s 	 f r o m 	 2 0 0 9	
as	a	result	of	more	difficult	market	
conditions	and	withdrawal	from	
unprofitable	areas	of	activity .
The	Group’ s	adjusted	operating	profit	
was	£4.1m	(2009:	£6.3m).	 This	included	
a d j u s t e d 	 o p e r a t i n g 	 p r o fi t 	 f r o m 	 S C S 	 o f	
£0.1m	(2009:	£1.5m),	from	MASS	of	£3.5m	
( 2 0 0 9 : 	 £ 2 . 9 m ) 	 a n d 	 f r o m 	 S E A 	 o f 	 £ 1 . 6 m	
(2009:	£3.1m).	Cohort	Group	overheads	
were	£1.1m	(2009:	£1.2m).	
The	Group	operating	profit	of	£2.9m	
(2009:	£5.0m)	was	after	charging	£0.7m	
in	respect	of	relocation	and	restructuring.
P rofit	before	tax	was	£2.7m	(2009:	£4.6m)	
and 	 profit 	 after 	 tax 	 was 	 £2.3m 	 (2009: 	 £3.8m).
Basic	earnings	per	share	were	5.63	pence	
(2009: 9.28 pence). Adjusted earnings per 
s h a r e 	 w e r e 	 8 . 1 0 	 p e n c e 	 ( 2 0 0 9 : 	 1 2 . 8 3 	 p e n c e ) .	
The	adjusted	earnings	per	share	were	
based	upon	profit	after	tax,	excluding	
amortisation	of	other	intangible	assets,	
exceptional	items	and	share	of	result	
of	joint	ventures.
The	net	funds	at	year-end	were	£3.0m	
(2009:	£3.7m)	after	the	purchase	by	MASS	
of	its	new	building	for	£3.0m.
Dividends
The	Board	is	recommending	a	final	
dividend	of	1.4	pence	per	ordinary	share	
(2009:	1.2	pence),	making	the	full	year	
dividend	in	respect	of	the	year	ended	
30	 April	2010	of	2.05	pence	per	ordinary	
share	(2009:	1.75	pence),	a	17%	increase.	
This	will	be	payable	on	8	September	2010	
to shareholders on the register at 
6	 August 	2010	subject	to	approval	at	the	
Annual	General	Meeting	on	2	September	
2010.	 The	Board	continues	to	maintain	
a progressive dividend policy.
SCS
SCS	had	a	very	difficult	year ,	uncovering	
significant	accounting	errors	which	had	
disguised	a	deterioration	in	profitability	
caused	by	a	combination	of	overhead	
cost	increases,	under-utilisation	of	core	
consulting	staff,	pricing	pressure	and	
the	assumption	of	new	business	at	
inadequate margins. 
Stanley	Carter	led	a	major	restructuring	
of	SCS	in	the	final	quarter	of	the	financial	
y e a r 	 w h i c h 	 h a s 	 r e d u c e d 	 t h e 	 c o s t 	 b a s e	
significantly ,	reducing	the	annual	payroll	
Summary of Chairman’s Statement
A	 	 SCS	has	moved	into	a	new	offic e	in	
Theale	which	will	facilitate	improved	
working	practices.
A	 	 SEA 	has	had	a	record	year	for	o rder	
intake	of	£39.2m,	and	has	made	
particularly good progress in its 
Space	division.
A	 	 MASS	posted	record	figures	for	
sales,	profits,	cash	generation	and	
order	intake.
A	 	 M A S S 	 c o m p l e t e d 	 t h e 	 a c q u i s i t i o n 	 o f	
Abacus	EW ,	an	Electronic	W arfare	
training company.
“ The Group has closed the year with a record 
order book, which provides a basis for a 
recovery in profitability.”
Nick Prest CBE Chairman
_0_CHRT_ar10_front.indd   2 28/07/2010   11:29:06  Annual Report and Accounts 2010  Cohort plc  03
Review of the Year Corporate Governance Financial Statements
cost	by	£2.0m.	W e	expect	a	much	
improved	performance	from	SCS	in	
the current year.
SCS	has	moved	into	a	new	office	in	
Theale	which	provides	a	better	working	
environment	for	the	business	and	will	
facilitate	improved	working	practices.	
From	1	June	2010,	 Andy	 Thomis	took	over	
from	Stanley	as	acting	Managing	Director	
of	SCS.	 As	announced	28	June	2010,	
Bill	Bird	will	be	joining	SCS	as	full	time	
Managing	Director	from	6	September	
2010.	Bill	has	considerable	experience	
in	the	defence	and	consultancy	sectors.
SEA
SEA 	underperformed	against	its	financial	
targets	in	the	year ,	primarily	as	a	result	
of	cost	increases	on	a	 small	number	of	
fixed	price	contracts	and	slower	order	
intake	in	some	areas.	 A 	re-organisation	
has	been	effected	which	has	resulted	
in	closure	of	the	loss	making	Offshore	
division	and	a	restructuring	of	the	three	
defence	divisions	into	two.	 At	the	same	
time	management	systems	have	been	
m o d i fi e d 	 t o 	 e n s u r e 	 t i g h t e r 	 p r o j e c t 	 c o n t r o l .	
SEA 	has	had	a	record	year	for	order	intake	
of	£39.2m,	has	made	particularly	good	
progress	in	its	Space	division,	and	overall	
has	 a	 strong	 customer	 offering.	 W e	 expect	
its	financial	performance	to	improve	in	
the current year.
MASS
MASS	traded	strongly	in	the	year	and	
posted	record	figures	for	sales,	 profits,	
cash	generation	and	order	intake.	
The	company	will	move	into	its	new	
premises	in	the	near	future	and	is	well	
placed	to	build	further	on	its	good	
position.	Shortly	after	the	end	of	the	
financial	year	MASS	completed	the	
acquisition	of	 Abacus	EW ,	an	Electronic	
W arfare	training	company	based	near	
MASS	at	Lincoln.	 Abacus	EW	Consultancy	
Limited	(Abacus	EW)	brings	additional	
capability	and	export	customers	to	the	
MASS	presence	in	the	Electronic	W arfare	
support	market.
Board and personnel
There	were	no	changes	to	the	
Cohort	Board	in	the	course	of	the	year .	
The	Executive	team	responded	well	to	a	
d i f fi c u l t 	 s e r i e s 	 o f 	 p r o b l e m s . 	 S t a n l e y 	 C a r t e r	
stepped	in	as	Managing	Director	of	SCS	
in	December	and	the	Board	is	grateful	
to	him	for	his	work	in	overseeing	the	
necessary	restructuring.	On	behalf	of	
the	Board	I	would	like	to	thank	all	our	
employees	for	their	hard	work	and	
dedication during a none too easy 
period	for	Cohort.
Outlook
F o l l o w i n g 	 a 	 v e r y 	 g o o d 	 y e a r 	 f o r 	 o r d e r 	 i n t a k e	
w i t h 	 t o t a l 	 o r d e r s 	 o f 	 £ 1 4 3 . 6 m 	 ( 2 0 0 9 : 	 £ 6 5 . 7 m )	
the	Group	order	book	at	1	May	2010	stood	
at	£112.7m	(2009:	£47.2m).	 This	provides	
a	good	platform	for	the	future.
The	difficulties	encountered	at	SCS,	
and	to	a	lesser	extent	at	SEA,	are	a	
m a t t e r 	 o f 	 r e g r e t 	 t o 	 t h e 	 B o a r d . 	 A l l	
shareholders,	Board,	staff	and	external	
s t a k e h o l d e r s 	 h a v e 	 b e e n 	 a f f e c t e d .	
The 	 absolute 	 priority 	 is 	 to 	 return 	 the	
Group	to	a	satisfactory	level	of	operating	
performance,	which	will	in	turn	open	up	
wider	strategic	options	for	the	business.	
“ The Executive team 
responded well to a 
difficult series of problems.”
Cohort	obtains	approximately	70%	of	
its	business	from	the	UK	defence	market,	
directly	or	indirectly ,	and	there	are	
obvious	uncertainties	for	the	direction	
of	this	market	generated	by	the	overall	
climate	for	UK	public	expenditure	and	the	
Strategic	Defence	and	Security	R eview	
(SDSR)	currently	being	conducted	by	the	
UK	Government.	But	the	proportion	of	
Cohort’ s	business	being	derived	from	
o u t s i d e 	 t h e 	 U K 	 d e f e n c e 	 m a r k e t 	 ( p r i n c i p a l l y	
export	defence,	space	and	transport)	is	
increasing	and	the	Board’ s	view	is	that	
the	SDSR	can	provide	opportunities	for	
nimble,	cost	effective	companies	such	
as	Cohort.	W e	expect	to	be	able	to	 trade	
satisfactorily	through	the	review	period	
and	grow	our	business	when	the	
landscape	becomes	clear .
Nick Prest CBE
Chairman
_0_CHRT_ar10_front.indd   3 28/07/2010   11:29:06 04  Cohort plc  Annual Report and Accounts 2010
Andrew Thomis Chief Executive
Chief Executive’s Review
T h i s 	 h a s 	 b e e n 	 a 	 c h a l l e n g i n g 	 y e a r 	 f o r 	 C o h o r t .	
I n 	 D e c e m b e r 	 2 0 0 9 	 i t 	 b e c a m e 	 a p p a r e n t	
t h a t 	 S C S ’ s 	 fi n a n c i a l 	 p e r f o r m a n c e 	 i n 	 2 0 0 8 / 9 ,	
a s 	 p u b l i s h e d 	 i n 	 o u r 	 A n n u a l 	 R e p o r t 	 a n d	
A c c o u n t s , 	 h a d 	 b e e n 	 s i g n i fi c a n t l y 	 o v e r s t a t e d .	
This	left	us	with	three	immediate	issues:	
identifying	the	cause	and	extent	of	the	
error ,	putting	corrective	measures	in	
place	and	dealing	with	the	operating	
problems	that	had	been	obscured	by	the	
overstatement.	W e	reported	on	progress	
in	addressing	these	issues	both	in	our	
Interim	R esults	on	9	December	2009	and	
in	our	Business	and	 T rading	Update	on	
18	March	2010.	 Although	there	is	still	
work	to	do,	 the	restructured	SCS	with	
a	new	Managing	Director	appointed	and	
its	cost	base	significantly	reduced,	is	
now	on	a	much	firmer	footing.
Despite	a	promising	start	to	the	year	
SEA 	too	has	also	experienced	operating	
p r o b l e m s , 	 a s 	 a 	 r e s u l t 	 o f 	 p r o j e c t 	 d i f fi c u l t i e s	
and	slower	than	anticipated	order	intake	
in	some	areas.	W e	have	responded	by	
withdrawing	from	loss-making	activities	
and rationalising our activities in the 
marine sector into a single division. 
As	a	result,	SEA 	too	goes	into	the	new	
financial	year	on	a	more	solid	basis.
The year has also seen some major 
successes.	MASS	has	once	again	had	a	
record	year ,	with	some	significant	orders,	
notably	the	£55m	contract	to	provide	
technical	support	to	the	MOD.	SEA ’ s	
Space	business	 continued	its	rapid	and	
profitable	growth,	and	the	company	won	
a strategically important order to provide 
the	External	Communication	System	for	
Astute	submarines.	SCS	has	seen	strong	
performance	in	its	Logistics	activities.	
The	record	order	book	at	the	year-end	
provides	a	good	base	for	the	2010/11	
financial	year .
Group overview
Cohort	is	an	independent	group	whose	
constituent	companies	provide	a	wide	
range	of	technical	advice,	support,	
managed services and certain niche 
products,	the	latter	characterised	
by	high-tech	design	and	low	volume	
manufacture.	Our	approach	has	been	
to	maximise	the	autonomy	afforded	to	
our	subsidiary	companies,	allowing	them	
the	space	to	be	innovative,	responsive	to	
customer	needs,	and	agile	in	their	market	
positioning.	 At	the	same	time	we	have	
sought	to	provide	advice,	mentoring	and	
business	development	support	from	the	
strong	Cohort	central	team,	and	give	
customers	the	confidence	to	place	large	
orders	with	us	that	they	might	have	been	
reluctant	to	award	to	smaller	privately	
owned	businesses.	
W e	have	looked	hard	at	this	basic	concept	
as	a	result	of	the	operating	problems	that	
have arisen and have concluded that it 
remains	fundamentally	sound.	
Nevertheless	we	have	significantly	
e n h a n c e d 	 o u r 	 c e n t r a l 	 fi n a n c i a l 	 c o n t r o l s 	 a n d	
monitoring procedures to ensure there is no 
repetition	of	the	events	of	last	December .	
W e	have	also	appointed	a	new	auditor ,	
K P M G , 	 w i t h 	 t h e 	 a i m 	 o f 	 p r o v i d i n g 	 a d d i t i o n a l	
confidence	 to	 shareholders	 and	 the	 Board.	
W ork	 continues	to	improve	SCS’ s	internal	
processes and controls under close 
supervision	from	Cohort.	 This	supervision	
will	be	sustained	until	we	are	certain	
that	the	issue	has	been	fully	resolved.
Summary of Chief Executive’s Review
A	 	 Our	businesses	are	leaner	and	b etter	
equipped	for	the	challenges	ahead.	
A	 	 The	restructured	SCS	is	now	on 	a	much	
firmer	footing.
A  SEA ’ s	submarine	and	space	busi ne sses	
grew	significantly .
A	 	 MASS	has	once	again	had	a	reco rd	year ,	
with	some	significant	orders,	notably	
the £55m contract to provide technical 
support	to	the	MOD.	
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Review of the Year Corporate Governance Financial Statements
In	 August,	Cohort’ s	executive	team	will	
relocate	from	its	Henley-on-Thames	office	
to	make	use	of	spare	capacity	at	SCS’ s	
new	leased	facility	in	 Theale.
Trading subsidiaries
SCS
As	reported	extensively	elsewhere	in	
this	R eport,	SCS	has	had	a	difficult	year	
but	has	nevertheless	seen	continuing	
profitable	growth	in	some	areas	of	its	
activity ,	including	support	engineering	
a n d 	 l o g i s t i c 	 i n f o r m a t i o n 	 s y s t e m s .	
It	was	a	pleasing	indication	of	customer	
c o n fi d e n c e 	 t o 	 b e 	 a w a r d e d 	 a 	 f u r t h e r 	 y e a r ’ s	
extension	to	the	long	running	training	
support	contract	at	the	UK’ s	P ermanent	
Joint	Headquarters	valued	at	£2.2m.	
The company has recently moved 
from	its	offices	in	Henley-on-Thames	
to	 Theale,	south	of	R eading.	W ith	a	
significantly	 reduced	cost	base	and	a	
new	and	experienced	Managing	Director	
appointed,	SCS	is	well	placed	to	face	
the	challenges	and	uncertainties	of	the	
current	defence	market.
SEA
SEA 	grew	its	revenue	again	after	a	
record	year	in	2008/9,	achieving	turnover	
of	£30.2m,	up	12%.	One	major	contributor	
to	this	was	its	space	business,	which	won	
a	number	of	orders	for	European	Space	
Agency programmes and achieved sales 
well	in	excess	of	expectations.	SEA ’ s	
submarine 	 business 	 also 	 grew 	 significantly , 	
thanks	to	a	large	and	strategically	
important	order	for	a	communications	
system.	SEA ’ s	profitability	was	affected	
by	problems	on	some	of	its	projects,	
in	particular	a	loss-making	contract	for	
a 	customer	in	the	offshore	sector ,	as	well	
a s 	 s l o w e r 	 t h a n 	 e x p e c t e d 	 o r d e r 	 i n t a k e 	 i n 	 i t s	
t r a n s p o r t 	 b u s i n e s s . 	 P r o fi t 	 w a s 	 £ 1 . 6 m , 	 d o w n	
from	its	record	level	of	£3.1m	in	2008/9.	
T owards	the	end	of	the	year ,	SEA 	carried	
out	a	restructuring	exercise,	rationalising	
several	of	its	divisions	to	reduce	cost	and	
refocus	its	activities	in	the	defence	sector	
a n d 	 w i t h d r a w 	 f r o m 	 u n p r o fi t a b l e 	 a c t i v i t i e s .	
W ith	a	strong	order	book	it	is	positioned	
t o 	 d e l i v e r 	 a n 	 i m p r o v e m e n t 	 i n 	 p e r f o r m a n c e	
in	2010/11.
MASS
MASS	has	had	another	record	year ,	
with	revenue	of	£21.5m	and	a	trading	
profit	of	£3.5m.	Good	performance	was	
achieved	in	all	 three	of	its	divisions.	
W ith	support	from	Cohort,	in	May	MASS	
acquired	 Abacus	EW	Consultancy	Limited,	
a	Lincoln-based	EW	training	business.	
Abacus	EW	is	an	excellent	match	for	
MASS’ s	existing	business	in	this	area	
and	brings	with	it	new	capabilities,	
customers and opportunities.
M A S S ’ s 	 c o n t i n u i n g 	 g r o w t h 	 h a s 	 m e a n t 	 i t 	 h a s	
b e c o m e 	 i n c r e a s i n g l y 	 c o m p r e s s e d 	 w i t h i n 	 i t s	
St	Neots	headquarters.	 The	company	has	
now	acquired	a	new	and	larger	facility	
adjacent	to	its	existing	building	that	will	
provide	it	with	a	long-term	home,	with	
options	for	expansion	if	needed.	
Outlook
W e	have	taken	action	to	deal	with	the	
problems	that	have	emerged	over	the	last	
year .	 As	a	result	our	businesses	are	leaner	
and	better	equipped	for	the	challenges	
ahead.	Nevertheless,	UK	defence,	and	
public	sector	spending	more	widely ,	
face	a	turbulent	time	under	the	new	
Government,	with	a	Strategic	Defence	
and	Security	R eview	underway	and	
a	tough	new	approach	to	spending	
commitments.	 There	will	certainly	be	
risks	for	Cohort.	It	is	possible	that	crude	
spending	curbs	might	be	introduced	
that	could	affect	all	defence	suppliers,	
though historically these have never 
been	long-lasting.	Our	operational	
model,	which	focuses	on	customer-
friendly ,	strategically	nimble	businesses	
with	high-tech	capabilities	and	fast	
decision-making,	is	better	suited	to	
this	new	environment	than	any	of	the	
alternatives.	 Although	we	have	some	
exposure	to	defence	programmes	that	
may	be	subject	to	delay ,	cancellation	
or	cutbacks,	much	of	our	work	tends	to	
focus	on	short-term	operational	needs	
which	have	a	high	priority	and	are	
unlikely	to	go	away .	 The	international	
situation	remains	tense	and	unstable	
in	many	regions	of	the	world,	and	our	
export	activities	are	growing.	 There	
will	be	domestic	opportunities	too:	as	
government	seeks	to	rationalise	its	areas	
of	activity ,	opportunities	will	emerge	for	
businesses	like	ours	which	can	carry	out	
the	same	activities	with	greater	flexibility	
and	cost-effectiveness.	Not	least,	we	go	
into	the	 new	financial	year	with	a	record	
order	backlog	of	well	over	£100m.	Overall	
I	am	confident	that	we	will	emerge	
strongly	from	the	uncertainties	of	the	
coming	months,	ready	to	take	swift	
advantage	of	opportunities,	and	to	thrive	
when	the	new	landscape	becomes	clear .
Andrew Thomis
Chief	Executive
“ I am confident that we will emerge strongly 
from the uncertainties of the coming months, 
ready to take swift advantage of opportunities, 
and to thrive when the new landscape 
becomes clear.”
_0_CHRT_ar10_front.indd   5 28/07/2010   11:29:11 06  Cohort plc  Annual Report and Accounts 2010
Simon Walther Finance Director
Finance Director’s Review
The	following	review	explains	in	further	
d e t a i l 	 t h e 	 s i g n i fi c a n t 	 fi n a n c i a l 	 i s s u e s 	 a r i s i n g	
during	the	year	ended	30	 April	2010	and	
highlights	other	matters	over	and	above	
what	is	included	in	the	primary	financial	
statements and accompanying notes.
Prior year restatement
The	prior	year	restatement	of	the	Group’ s	
result	for	the	year	ended	30	 April	2009	
is analysed in detail in note 10 to the 
financial	statements	as	well	as	in	
other notes.
The	prior	year	restatement	arose	from	
a	series	of	errors	in	the	Group’ s	subsidiary	
S C S , 	 r e s u l t i n g 	 i n 	 a n 	 o v e r s t a t e m e n t 	 o f	
amounts	recoverable	on	contracts	for	the	
year	ended	30	 April	2009	of	£1,837,000.
All	comparative	figures	for	the	year	
ended	30	 April	2009	have	been	 restated	
accordingly. The highlight restatement 
figures	were	as	follows:
 £’000
R eduction	in	revenue	 1,837
R eduction	in	profit	before	tax	 1,837
R eduction	in	amounts	recoverable	 
on	contracts	 1,837
R eduction	in	tax	charge	 514
R eduction	in	tax	creditor	 514
The	tax	adjustment	to	the	prior	year	
restatement	of	£514,000	is	28%	of	
£1,837,000.
The	restatement	was	independently	
reviewed	by	KPMG.	No	restatement	was	
required 	 for 	 the 	 year 	 ended 	 30 	 April 	 2008.
The	impact	on	the	Group’ s	comparative	
effective	tax	rates	for	the	total	Group	tax	
charge	and	the	current	tax	charge	for	the	
year	ended	30	 April	2009	is	set	out	in	the	
table	below .
The	overstatement	of	amounts	
recoverable	on	contract	arose	from	errors	
on 	fixed	price	contracts	as	follows:
i.	 	 incorrect	tran sfer	of	data	from	SCS’ s	
old	accounting	system	to	its	new	
accounting system;
ii. errors in posting transactions;
iii.	 	 a	failu re	to	pr operly	review	at	 regular	
intervals	the	amounts	recoverable	on	
contract	for	recoverability;	and
iv .	 	 a	failu re	to	re view	and	check	c ost	
to	complete	projections	with	project	
management.
These	errors	were	identified	by	
management	in	November	2009	and	
the	Cohort	Board	confirms	there	is	no	
evidence	of	intentional	misstatement	
by	the	SCS	management.
SCS	replaced	its	head	of	finance	at	the	
time	of	identifying	the	error .
Since 	 uncovering 	 the 	 error 	 which	
masked	the	underlying	poor	operational	
p e r f o r m a n c e , 	 S C S 	 h a s 	 e n d e d 	 i t s 	 l o s s - m a k i n g	
activities and carried out a major 
restructuring	and	cost	reduction	exercise.	
The	total	number	of	staff	was	reduced	
from	almost	140	at	the	beginning	of	
2009/10	financial	year	to	below	100.
The impact on the Group’s comparative effective tax rates for the total Group tax charge and the current tax charge 
For	the	year	ended	30	 April	2009
        As previously  
        reported Restatement As restated 
	 	 	 	 	 	 	 	 £’000	 £’000	 £’000
P rofit	before	tax	 	 	 	 	 	 	 	 6,454	 (1,837)	 4,617
T otal	tax	charge	 	 	 	 	 	 	 	 1,372	 (514)	 858
Effective	tax	rate	(%)	 	 	 	 	 	 	 	 21.3	 	 18.6
P rofit	before	tax		 	 	 	 	 	 	 	 6,454	 (1,837)	 4,617
Current	tax	charge	 	 	 	 	 	 	 	 1,299	 (514)	 785
Effective	tax	rate	(%)	 	 	 	 	 	 	 	 20.1	 	 17.0
_0_CHRT_ar10_front.indd   6 28/07/2010   11:29:14  Annual Report and Accounts 2010  Cohort plc  07
Review of the Year Corporate Governance Financial Statements
It	is	also	undertaking	an	overhaul	of	
its	business	processes.	 The	priority	
processes are:
i. invoicing;
ii.	 	 fixed	price	con tract	revenue	an d	
profit	recognition;
iii.	 project	review ;	and
iv. project control.
Revenue
The segmental analysis (note 1) presents 
the	Group’ s	revenue	by	subsidiary .	
The	revenue	is	further	analysed	as	
shown	in	the	table	below .
The	significant	changes	in	revenue	for	
the	year	ended	30	 April	2010	compared	
with	the	year	ended	30	 April	2009	are	
an	increase	in	 Aerospace	(mainly	Space)	
by	95%	and	a	fall	in	 T ransport	of	25%,	
the	latter	reflecting	the	completion	of	a	
major	contract	for	 T ransport	for	London	
during	the	year	ended	30	 April	2010.
Defence	revenue	overall	has	remained	
virtually	 level	with	a	fall	in	MOD	revenue	
of	3%,	offset	by	a	rise	in	export	defence	
revenue	of	23%.
T h e 	 a n a l y s i s 	 o f 	 r e v e n u e 	 f o r 	 t h e 	 y e a r 	 e n d e d	
30	 April	2009	has	been	restated	(see	note	
10)	reducing	revenue	by	just	over	£1.8m	
from	the	previously	reported	£78.6m	to	
£ 7 6 . 7 m . 	 T h i s 	 a d j u s t m e n t 	 h a s 	 b e e n 	 r e fl e c t e d	
in 	 the 	 table 	 below 	 by 	 a 	 reduction 	 in 	
revenue	direct	to	the	UK	MOD	of	£1.1m	
and	indirect	to	the	UK	MOD	by	£0.7m	
and	also	a	reduction	of	£1.8m	
in advisory services.
Adjusted operating profit
The	adjusted	operating	profit	is	presented	
to	reflect	the	trading	profit	of	the	Group	
and	 excludes	amortisation	of	other	
intangible	assets	and	exceptional	items.	
This	allows	the	Group	to	present	its	
trading	performance	in	a	consistent	
format	year	on	year .
The	adjusted	operating	profit	is	stated	
after	charging	the	cost	of	share-based	
payments	of	£259,000	(2009:	£184,000)	
which	is	allocated	to	each	business	in	
proportion to its employee participation 
in	the	Group’ s	share	option	schemes.
The	adjusted	operating	profit	of	SEA 	
(and	the	Group)	is	after	a	net	charge	
of	£231,000	(2009:	credit	of	£47,000)	
in	respect	of	marking	forward	foreign	
exchange	contracts	to	market	at	
30	 April	2010.	 The	forward	foreign	
exchange	contracts	are	used	to	hedge	
the	forward	sales	of	 currency	on	Euro	
denominated trading contracts.
Looking	forward,	the	cost	base	of	SCS	
has	fallen	as	a	result	of	the	restructuring	
during	this	year	with	an	annual	saving	
of	£2.0m.	 The	moving	of	SCS	from	its	
previous	facility	in	Henley-on-Thames	
to	a	more	appropriate	facility	in	 Theale	
i n c r e a s e s 	 i t s 	 o p e r a t i n g 	 c o s t 	 b y 	 a p p r o x i m a t e l y	
£0.2m per annum.
At	MASS,	the	moving	of	the	business	
i n 	 S t 	 N e o t s 	 f r o m 	 i t s 	 p r e s e n t 	 l e a s e d 	 o f fi c e 	 t o	
a	bespoke	freehold	facility	will	increase	
its	annual	operating	cost	by	£0.2m	
per annum.
SEA ’ s	cost	base	is	not	expected	to	
change	significantly	with	cost	savings	
in	loss	making	divisions	being	offset	by	
investment	in	 other	growing	divisions,	
especially	 Aerospace	and	Marine.
Exceptional items (see note 3)
The	key	items	charged	as	exceptional	
items	were	as	follows:
A  R estructuring	cost	at	SCS	of	£0.3m.	
In	addition	to	the	removal	of	26	posts	
a s 	 a 	 r e s u l t 	 o f 	 r e d u n d a n c y , 	 f u r t h e r	
natural	wastage	has	reduced	core	staff	
levels	from	nearly	140	people	to	below	
100,	producing	an	expected	annualised	
cost	saving	of	£2.0m.
A  R estructuring	at	SEA 	comprises	
r e d u n d a n c y 	 c o s t s 	 f r o m 	 t h e 	 r a t i o n a l i s a t i o n	
of	the	Offshore	division	and	the	three	
Defence	divisions	into	two:	Marine,	and	
Land	 and 	 Air .	 The	 cost	 of	 £0.1m	 reduced	
the	headcount	by	eight.	 The	annualised	
s a v i n g 	 f r o m 	 t h i s 	 r e s t r u c t u r i n g 	 i s 	 e x p e c t e d	
t o 	 b e 	 £ 0 . 4 m . 	 I n 	 a d d i t i o n , 	 £ 0 . 2 m 	 o f 	 s t o c k	
w r i t e 	 o f f 	 i n 	 r e s p e c t 	 o f 	 O f f s h o r e 	 p r o d u c t s	
was	charged	as	an	exceptional	item.
A  R elocation	costs	at	MASS	of	over	£0.1m	
have	been	recognised	as	an	exceptional	
item	due	to	their	one-off	nature.
  2009  
 2010 restated
By	sector	 	 	 	 	 	 	 £m  %	 £m	 %
Direct	to	the	UK	MOD	 	 	 	 	 		 	 40.3 	 43.2
Indirect	to	the	UK	MOD,	where	the	Group	acts	as	a	sub-contractor	or	partner	 	 16.8  15.6
T otal	to	the	UK	MOD	 	 	 	 	 	 	 57.1 73 58.8 77
Export	defence	customers	 	 	 	 	 	 	 7.5  6.1
T otal	defence	revenue	 	 	 	 	 	 	 64.6 83	 64.9	 85
Transport       3.4 	 4.5
Space	 	 	 	 	 	 	 8.2 	 4.2
Other commercial       1.9 	 3.1
Non-defence	revenue	 	 	 	 	 	 13.5 17 11.8 15
Total revenue       78.1 100 76.7 100
  2009  
 2010 restated
By	type	of	work	 	 	 	 	 	 	 £m  %	 £m	 %
Technology solutions       34.5 44	 30.3	 40
Advisory services       17.0 22 20.2 26
Manpower	provision	 	 	 	 	 	 11.6 15 11.8 15
Managed	services	 	 	 	 	 	 	 9.8 13 9.0 12
Product       5.2 6	 5.4	 7
Total revenue       78.1 100 76.7 100
_0_CHRT_ar10_front.indd   7 28/07/2010   11:29:15 08  Cohort plc  Annual Report and Accounts 2010
Finance Director’s Review continued
Tax
The	Group’ s	tax	charge	for	the 
year	ended	30	 April	2010	of	£457,000	
(2009:	£858,000)	was	at	an	effective	
rate	of	16.6%	of	profit	before	tax	
(2009:	18.6%).	 This	includes	a	current	
year	corporation	tax	charge	of	£961,000	
(2009:	£785,000),	a	rate	of	35.0%	of	profit	
before	tax	(2009:	12.7%),	a	prior	year	
tax	charge	of	£135,000	(2009:	£Nil)	
and	a	deferred	tax	credit	of	£639,000	
(2009:	charge	of	£73,000).
The	reported	current	tax	rate	is	higher	
than the standard rate (see note 7) due 
to	disallowed	items	(for	tax	purposes),	
in	particular:	general	provisions,	
amortisation	of	other	intangible	assets	
and	prudent	recognition	of	research	
and	development	(R&D)	tax	credits.	
The	effective	current	tax	rate,	after	
taking	account	of	appropriate	deferred	
tax	items	in	respect	of	the	current	year	
is	approximately	22%.
The	Group’ s	overall	tax	rate	was	below	
the	standard	corporation	tax	rate	of	28%.	
T h e 	 m a j o r i t y 	 o f 	 t h e 	 r e d u c t i o n 	 i n 	 t h e	
e f f e c t i v e 	 r a t e 	 o f 	 t a x 	 w a s 	 d u e 	 t o 	 t h e	
recognition	of	brought	forward	tax	losses	
at	SEA 	and	R&D	credits	at	MASS	and	SEA 	
for	the	year	ended	30	 April	2010.	
The	Group’ s	businesses	are	only	allowed	
t o 	 c l a i m 	 t h e 	 l o w e r 	 R & D 	 t a x 	 c r e d i t	
allowance	available	to	larger	companies,	
currently	30%.	 This	accounts	in	part	for	
the	higher	current	 year	corporation	tax	
rate	compared	with	2009	when	the	Group	
was	able	to	receive	the	larger	relief	
available	to	smaller	and	medium	sized	
entities	for	the	period	from	1	 August	2008	
to	30	 April	2009.
Looking	forward,	the	Group’ s	overall	
tax	charge	will	continue	to	rise	for	this	
reason.	Nevertheless,	I	would	expect	
the	Group	tax	charge	to	remain	at	or	
slightly	above	20%	and	certainly	below	
the	standard	rate	of	28%,	based	upon	
expected 	 R&D 	 spend 	 and 	 reliefs 	 remaining 	
available.	 The	Group	retains	a	prudent	
position	in	respect	of	R&D	tax	credits	
previously claimed.
The	impact	on	the	Group	of	the	recent	
budget	announcement	by	the	Government	
to	reduce	headline	corporation	tax	rates	
over	the	next	four	years	cannot	be	fully	
determined	until	the	R&D	tax	credit	
regime	going	forward	is	known.
Provisions
The	Group’ s	provisions	at	30	 April	2010	
are as per note 19.
The	Group’ s	provisions	have	increased	
by	68%	since	30	 April	2009	reflecting	a	
number	of	specific	issues	and	prudence	
in	cost	to	complete	recognition	on	fixed	
price contracts.
Specific	provision	changes,	accounting	
for	£0.6m	of	the	£1.0m	overall	increase	
in	provisions,	were	as	follows:
A  provision	against	the	NASNET 	contract	
at	SEA;
A  provision	for	an	onerous	lease	at	MASS	
for	its	leased	property	in	St	Neots;
A redundancy	provision	at	SCS;	and
A other property related provisions.
Accounting policies
The	following	standards,	and	changes	
to	existing	standards	and	interpretations,	
are 	 relevant 	 to 	 these 	 financial 	 statements:
A  R evised	IFRS	3	‘Business	Combinations	
and	amendments	to	IAS	27’ 	–	these	
standards	are	applicable	for	accounting	
periods	commencing	after	1	July	2009	
but 	 have 	 been 	 adopted 	 early 	 from 	
1 	 M a y 	 2 0 0 9 . 	 T h e s e 	 s t a n d a r d s 	 a f f e c t	
the	future	accounting	for	acquisitions	
and transactions. There is no 
retrospective impact.
A  Amendments	to	IAS	1	‘P resentation	
of	Financial	Statements’ 	–	these	
amendments revise requirements 
for	the	presentation	of	the	financial	
statements	and	do	not	affect	the	
Group’ s	overall	reported	results.
A  Amendments	to	IFRS	2	‘Share-based	
Payments: Vesting Conditions and 
Cancellations’ 	–	these	amendments	
c o n c e r n 	 c e r t a i n 	 a s p e c t s 	 o f 	 t h e	
valuation	 of	share-based	payments	
and	the	impact	of	a	cancellation	by	
a grantee. These amendments have 
not	had	a	significant	impact	on	
the charges recognised to date 
for	share-based	payments.
_0_CHRT_ar10_front.indd   8 28/07/2010   11:29:15  Annual Report and Accounts 2010  Cohort plc  09
Review of the Year Corporate Governance Financial Statements
A  Amendments	to	IFRS	7	‘Financial	
Instruments:	Disclosure’ 	–	these	
amendments require additional 
disclosure	of	the	basis	of	fair	value	
measurements	and	liquidity	risks.	
Note	21	reflects	these	additional	
disclosure requirements.
A  IFRS	8	‘Operating	Segments’ 	–	this	
standard	amends	the	requirements	for	
disclosure	of	segmental	performance	
and	does	not	have	any	effect	on	the	
G r o u p ’ s 	 o v e r a l l 	 r e p o r t e d 	 r e s u l t s . 	 N o t e 	 1	
reflects	the	new	requirements.
A  Amendment	to	IAS	23	‘Borrowing	Costs’ 	
– the amendment generally eliminates 
the 	 option 	 to 	 expense 	 borrowing	
costs	attributable	to	the	acquisition,	
c o n s t r u c t i o n 	 o r 	 p r o d u c t i o n 	 o f 	 a	
qualifying	asset	as	incurred,	and	
instead requires the capitalisation 
of	eligible	borrowing	costs	as	part	of	
the	cost	of	the	specific	asset.	 There	
is 	no	significant	impact,	as	the	Group	
generally	funds	qualifying	assets	from	
gross cash resources and consequently 
does	not	have	significant	eligible	
borrowing	costs.
The	Group	does	not	consider	that	
any	other	standards,	amendments	or	
interpretations	issued	by	the	IASB,	but	
not	yet	applicable,	will	have	a	significant	
impact	on	the	financial	statements.
One	key	area	of	management	judgement	
is revenue recognition and more especially 
profit	recognition	on	long	term	fixed	price	
contracts.	 This	judgement	is	reflected	in	
t h e 	 l e v e l 	 o f 	 w o r k 	 i n 	 p r o g r e s s 	 a n d 	 e s p e c i a l l y	
contract accruals and provisions.
The	other	key	area	of	judgement	is	
where	work	is	undertaken	on	behalf	of	
customers	prior	to	formal	contract	award.	
This 	 work 	 is 	 only 	 taken 	 to 	 the 	 balance	
sheet,	for	subsequent	charging	to	cost	of	
sales,	when	revenue	is	recognised	where	
the	 prospect	of	contract	 award	 is	virtually	
certain.	 This	level	of	work	is	relatively	
low	across	the	Group	amounting	to	£0.5m	
of	work	in	progress	at	30	 April	2010.
Treasury facilities
At	30	 April	2010	the	Group	had	facilities	
with	its	banking	provider ,	RBS	as	follows:
   Term at  
   commencement  
	 	 £m	 of	facility
Overdraft	facility		 2.5	 	 364	days 
for	working	capital	 
requirements    
Structured	debt		 10.0	 	 364	days 
facility	for		 	 	 	 with	3	year 
acquisitions    term out
Of	the	structured	debt	facility	of	£10.0m,	
£ 3 . 0 m 	 w a s 	 d r a w n 	 t o 	 p a r t 	 fi n a n c e 	 t h e	
a c q u i s i t i o n 	 o f 	 S E A 	 a n d 	 r e m a i n s 	 d r a w n	
a t 	 3 0 	 A p r i l 	 2 0 1 0 . 	 T h e 	 £ 2 . 5 m 	 o v e r d r a f t	
f a c i l i t y 	 w a s 	 n o t 	 d r a w n 	 a t 	 3 0 	 A p r i l 	 2 0 1 0 .	
I n 	 a d d i t i o n , 	 t h e 	 G r o u p 	 h a s 	 £ 0 . 6 m 	 o f	
m o r t g a g e 	 d e b t 	 w i t h 	 R B S 	 w h i c h 	 w a s	
acquired	with	SEA.
The	Group’ s	facilities	are	due	for	renewal	
in	October	2010	and	the	Board	expects	
them	to	be	renewed.
At	30	 April	2010,	the	Group	had	in	place	
forward	foreign	exchange	contracts	to	
s e l l 	 E u r o 	 1 3 . 0 m 	 a t 	 a 	 P o u n d 	 s t e r l i n g	
e q u i v a l e n t 	 v a l u e 	 o f 	 £ 1 1 . 4 m . 	 T h e s e	
forward	contracts	are	used	by	the	Group	
to	manage	its	risk	exposure	to	foreign	
currency	on	trading	contracts	where	
it	either	or	both	receives	and	pays	
currency	from	customers	and	suppliers	
respectively .	 These	forward	exchange	
contracts	are	entered	into	when	customer	
contracts	are	considered	effective.	 The	
Group	does	not	enter	into	speculative	
foreign	exchange	dealing.
Exposure	to	interest	and	foreign	
exchange	risk	in	not	a	significant	risk	
of	the	Group	with	the	Group	having	net	
f u n d s . 	 T h e 	 G r o u p ’ s 	 f o r e i g n 	 e x c h a n g e	
exposure,	primarily	at	SEA 	and	relating	
t o 	 r e c e i v a b l e s 	 f r o m 	 t h e 	 E u r o p e a n	
Space	 Agency	 (ESA),	is	hedged	using	
forward	contracts.
The	Group’ s	bank	covenants	were	all	
satisfied	at	30	 April	2010	and	based	
upon	its	latest	internal	forecasts	the	
Group	does	not	anticipate	any	breaches.	
T h e 	 c o v e n a n t s 	 a r e 	 a s s e s s e d 	 q u a r t e r l y 	 w i t h	
a	measured	and	reported	twelve	month	
look	back	and	an	assessment	of	the	next	
twelve	months.
The	Group	takes	a	prudent	approach	
to	treasury	policy	with	its	overriding	
objective	being	protection	of	capital.	
In	implementing	this	policy ,	deposits	are	
held	with	at	least	 AA 	rated	institutions	
and deposits are generally placed on 
_0_CHRT_ar10_front.indd   9 28/07/2010   11:29:15 10  Cohort plc  Annual Report and Accounts 2010
Finance Director’s Review continued
Treasury facilities (continued)
short (less than three months) duration 
to	maturity .	 This	matches	the	Group’ s	
cash	resources	with	its	internal	13	week	
cash	forecasts	retaining	flexibility	whilst	
t r y i n g 	 t o 	 e n s u r e 	 a n 	 a c c e p t a b l e 	 r e t u r n	
o n 	 i t s 	 c a s h . 	 A l l 	 o f 	 t h e 	 G r o u p ’ s 	 c a s h 	 i s	
managed	through	a	set-off	arrangement	
enabling	the	most	efficient	use	of	the	
Group’ s	cash	from	day	to	day ,	under	
the	supervision	of	the	Group’ s	
finance	function.
Deposit	rates	during	2009/10	have	been	
low ,	typically	below	0.4%	compared	with	
the	Group’ s	weighted	interest	rate	on	
its	borrowings	of	3.7%.	 The	Group	has	
r e t a i n e d 	 i t s 	 d e b t 	 d u r i n g 	 t h e 	 p e r i o d	
despite	the	unfavourable	comparative	
interest rates to ensure it has had 
facilities	available	to	support	its	working	
capital	 demands,	invest	in	new	facilities	
during	2009/10	and	acquire	 Abacus	EW	
in	May	2010.	 The	small	size	of	the	 Abacus	
EW	acquisition	was	best	suited	to	cash	
settlement	rather	than	equity	which	
would	have	been	relatively	expensive	
and dilutive at the current share price.
The	Group’ s	liquidity	remains	good	
with	profit	conversion	to	cash	remaining	
above	100%	(see	KPI	measures	below).	
T h e 	 G r o u p 	 h a s 	 h i s t o r i c a l l y 	 h a d 	 l o w 	 l e v e l s 	 of	
working	capital	with	many	of	its	contracts	
being	less	than	one	year	in	duration	and	
reliability	of	its	customer	base	making	
debt	risk	low .	During	2010,	working	
capital	levels	have	risen	slightly ,	
as	described	below .
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	11).	
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,	reputation,	customer	
r e l a t i o n s , 	 c o n t a c t s 	 a n d 	 m a r k e t	
synergies	with	existing	Group	members.	
The	goodwill	relating	to	 the	acquisitions	
of	MASS	and	SEA 	has	been	tested	for	
impairment	as	at	30	 April	2010	and	
no	impairment	is	to	be	recognised	in	
either	case.	 As	highlighted	in	note	11,	
the	impairment	test	for	the	goodwill	in	
respect	of	SEA 	is	more	sensitive	to	the	
Group’ s	weighted	average	cost	of	capital	
(W ACC) 	 with 	 no 	 impairment 	 at 	 the 	 Group’ s 	
W A C C 	 o f 	 1 1 . 5 % . 	 A 	 s l i g h t 	 i m p a i r m e n t	
( £ 0 . 3 m ) 	 i n 	 t h e 	 S E A 	 g o o d w i l l 	 w o u l d 	 a r i s e	
if 	 the 	 W ACC 	 increased 	 to 	 13.5%.
Working capital
The	working	capital	of	the	Group,	
defined	as	inventory	plus	trade	and	other	
receivables	less	trade	and	other	payables,	
has	risen	from	£6.6m	 net	assets	(after	
adjusting	for	the	prior	year	restatement)	
to	£8.1m	net	assets,	an	increase	of	£1.5m	
(23%),	despite	only	a	2%	rise	in	revenue.	
The	increase	in	working	capital	was	
primarily	due	to	the	unwinding	of	
advance	receipts	and	increasing	work	
in	progress,	particularly	at	SEA 	in	respect	
of	work	with	the	ESA 	where	supplier	
payments	have	been	delayed	by	internal	
ESA 	issues.
The	year-end	days’ 	debtors	in	sales	have	
decreased	slightly	from	52	days	in	2009	to	
50	days	in	2010.	 This	calculation	is	based	
upon	dividing	the	revenue	by	month,	
working	backwards	from	 April	into	the	
t r a d e 	 d e b t o r s 	 b a l a n c e 	 ( e x c l u d i n g 	 u n b i l l e d	
income	and	work	in	progress)	at	the	
year-end,	a	more	appropriate	measure	
than	calculating	based	upon	the	annual	
revenue	as	it	takes	into	account	the	
heavy	weighting	of	the	Group’ s	revenue	
in	the	last	quarter	of	each	year .
The	Group	has	a	working	capital	facility	
of	£2.5m	with	RBS	which	was	not	utilised	
during	the	year .	 The	Group	had	cash	
at	30	 April	2010	of	just	over	£6.6m	
(2009: £7.5m). Advance receipts on 
contracts	at	the	year-end	were	£1.7m	
(2009: £2.5m).
_0_CHRT_ar10_front.indd   10 28/07/2010   11:29:16  Annual Report and Accounts 2010  Cohort plc  11
Review of the Year Corporate Governance Financial Statements
The	Group	generated	£4.0m	of	cash	from	
operating	activities	(operating	profit	was	
£3.6m	before	amortisation	of	intangible	
assets)	which	was	offset	by	investment	
of	£4.0m	in	fixed	assets	and	investments.	
The	net	cash	outflow	reflected	the	
dividends	paid	of	nearly	£0.8m.
The	indicators	shown	in	the	table	
above	have	been	identified	by	the	
Directors	as	giving	the	best	overall	
indication	of	the	Group’ s	long-term	
success.	R evenue	growth	gives	a	
quantified	indication	of	the	rate	at	
which	the	Group’ s	business	activity	
is	expanding.	 The	adjusted	profit	
trend	provides	an	indication	of	
whether	additional	revenue	is	being	
gained	without	profit	margins	being	
compromised,	 and	whether	any	
acquisitions are value enhancing. 
Order	book	visibility ,	based	upon	
expected	revenue	during	the	year	to	
c o m e , 	 p r o v i d e s 	 a 	 m e a s u r e 	 o f 	 c o n fi d e n c e	
in	the	likelihood	of	achievement	of	
future	forecasts.	Change	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.
The	performance	indicators	for	the	
year	ended	30	 April	2009	have	been	
restated	for	the	correction	of	the	
overstatement	at	SCS	(see	note	10).
Simon Walther
Finance	Director
K ey	performance	indicator	 Description 2010 2009
Change in revenue 	 Change	in	total	Group	revenue		 2%	 34% 
 compared to the prior year 
Change in adjusted 	 Change	in	Group	profit	before	tax,	amortisation		 (34%)	 3% 
operating profit 	 of	other	intangible	assets,	share	of	result	of	joint	 
	 ventures	and	exceptional	items	
Order book visibility 	 Orders	for	next	financial	year	expected	to	be	delivered		 58% cover on 	 48%	cover	on 
	 as	revenue,	presented	as	a	percentage	of	consensus		 forecast 2011 	 forecast	2010	 
	 market	revenue	forecasts	for	the	year	 revenue revenue 
  of £76.7m 	 of	£82.3m
Change in adjusted earnings 	 Annual	change	in	earnings	per	share,		 (37%)	 (12%) 
per share 	 before	amortisation	of	other	intangible	assets,	 
	 share	of	result	of	joint	ventures	and	exceptional	items	
Operating cash conversion 	 Net	cash	generated	from	operations	before		 155%	 166% 
	 tax	as	compared	to	the	profit	before	tax 
_0_CHRT_ar10_front.indd   11 28/07/2010   11:29:16 12  Cohort plc  Annual Report and Accounts 2010
Operations Review: MASS
MASS	Consultants	Limited	(MASS)	has	
concluded	another	highly	successful	year	
with	trading	profit	exceeding	£3m	for	the	
first	time.	 All	three	of	MASS’ s	divisions	
(Managed	Services,	Systems	Development	
and	Electronic	W arfare	(EW)	Operational	
Support)	performed	well.
Early	in	the	year	the	Managed	Services	
division	won	its	first	Building	Schools	
for	the	Future	programme	to	provide	
information	technology	for	North	
Lincolnshire,	and	towards	the	end	of	
the	year ,	it	renewed	an	important	MOD	
in-service-support	contract	valued	at	
£55m	over	the	next	nine	years.
The	Systems	Development	division	made	
good	progress	with	its	goals	of	adding	
new	customers	and	increasing	its	
presence	in	areas	 of	National	Security .	
Other	successes	included	delivery	of	
a v i o n i c s 	 t e s t 	 r i g s 	 f o r 	 t h e 	 F u t u r e 	 A i r 	 T a n k e r	
further	strengthening	the	partnership	
with	 Thales,	delivery	of	a	new	secure	
communications	system	for	the	 T ornado	
aircraft,	and	a	number	of	contract	wins	
focused	on	protecting	platforms	and	
people	both	within	the	UK	and	in	
operational	theatres	around	the	world.
The	EW	Operational	Support	division	has	
continued to deliver advanced training 
and support to the Royal Thai Air Force 
and	to	the	Middle	East.	Our	market	lead	
in	independent	EW	operational	support	
and	training	has	been	strengthened	by	
the	recent	acquisition	of	 Abacus	EW	
Consultancy	Limited	(Abacus	EW).	
Based	in	W ellingore	near	Lincoln,	
Abacus	EW	provides	consultancy	services	
and 	operationally	based	training	in	
communications	and	radar	EW	to	UK	and	
overseas	customers,	primarily	in	the	land	
and	maritime	environments.	 Abacus	EW	
and	MASS	are	both	market	leaders	in	their	
respective	fields,	and	this	complementary	
fi t 	 e x t e n d s 	 t h e 	 v a l u e 	 w e 	 c a n 	 o f f e r	
worldwide	customers	in	independent	EW	
operational support. This independence 
enables	us	to	provide	impartial	support,	
training	and	tools,	building	strategic	
partnerships	such	as	with	BAE	Systems	
for	the	 T yphoon	aircraft,	with	Saab	for	
the	Gripen	aircraft,	and	others	in	the	
naval and land arenas.
Business	growth	has	resulted	in	a	need	
for	larger	and	better	suited	office	and	
laboratory	space.	 This	has	been	met	by	
purchasing 	and	equipping	a	new	secure	
Ashley Lane Managing Director MASS
MASS has concluded another highly successful 
year with trading profit exceeding £3m for the 
first time. 
_0_CHRT_ar10_front.indd   12 28/07/2010   11:29:23  Annual Report and Accounts 2010  Cohort plc  13
Review of the Year Corporate Governance Financial Statements
site	in	St	Neots	ready	for	occupation	in	
late	 summer	2010.	 This	provides	 sufficient	
space	for	the	coming	years,	and	provides	
flexible	options	for	the	future.
Looking	forward,	we	have	been	
successfully	down-selected	with	our	
partner	Logica	as	one	of	two	contenders	
for	the	UK	MOD	programme	to	replace	its	
Defence	EW	Database	and	make	other	
improvements	to	its	Defence	EW	Centre.	
This	is	an	important	programme	for	MASS,	
a n d 	 w e 	 w i l l 	 c o n t i n u e 	 t o 	 g i v e 	 i t 	 h i g h	
priority .	W e	enter	2010/11	with	an	order	
book	above	£75m	and,	despite	a	degree	
of	uncertainty	over	government	spending,	
c o n t i n u e 	 t o 	 s e e 	 t h e 	 p o t e n t i a l 	 f o r 	 s i g n i fi c a n t	
g r o w t h 	 a c r o s s 	 a l l 	 t h r e e 	 d i v i s i o n s . 	 C o m b i n e d	
with	our	new	facilities,	recent	acquisition	
of	 Abacus	EW ,	and	other	strong	prospects,	
the 	 outlook 	 for 	 2010/11 	 and 	 beyond 	 is 	 good.
“ We enter 2010/11 with an 
order book above £75m, and 
continue to see the potential 
for significant growth across 
all three divisions.”
_0_CHRT_ar10_front.indd   13 28/07/2010   11:29:26 14  Cohort plc  Annual Report and Accounts 2010
Operations Review: SCS
SCS has been awarded a further extension to 
its long-running training support activity at the 
UK’s Permanent Joint Headquarters, valued at 
over £2m. 
Andrew Thomis Chief	Executive
SCS	has	had	an	exceptionally	challenging	
year ,	with	the	income	overstatement	and	
accounting	problems	that	were	uncovered	
in	December	2009	concealing	a	significant	
operating	problem.	 This	was	caused	
by	a	combination	of	low-margin	and	
loss-making	contracts,	a	tighter	market	
in	certain	areas	and	a	very	significant	
a c c r e t i o n 	 o f 	 c o s t , 	 b o t h 	 d i r e c t 	 a n d 	 i n d i r e c t .	
Led	by	Stanley	Carter	in	the	role	
of 	 Interim 	 Managing 	 Director , 	 and 	
s t a r t i n g 	 i n 	 J a n u a r y 	 2 0 1 0 , 	 S C S 	 c o n d u c t e d	
a	major	restructuring	exercise,	reducing	
manpower	from	a	peak	of	nearly	140	
a t 	 t h e 	 b e g i n n i n g 	 o f 	 t h e 	 y e a r 	 t o 	 u n d e r	
1 0 0 	 n o w . 	 T h i s 	 h a s 	 b e e n 	 a c h i e v e d 	 t h r o u g h	
a 	 r a t i o n a l i s a t i o n 	 o f 	 t h e 	 m a n a g e m e n t	
structure 	 as 	 well 	 as 	 reductions 	 in 	
client-facing 	 staff. 	 I 	 am 	 delighted 	 that 	
we	have	agreed	the	appointment	of	
Bill	Bird	as	the	permanent	Managing	
Director .	He	is	a	highly	able	individual	
with	long	experience	in	defence	and	
consultancy	and	I	look	forward	to	working	
with	him	when	he	takes	over	the	role	in	
September	2010.	In	the	meantime	I	have	
taken	over	from	Stanley	in	an	interim	
capacity ,	combining	the	roles	of	Group	
Chief	Executive	and	Managing	Director	
of	SCS.	 There	remains	significant	work	to	
do	in	improving	SCS’ s	business	processes	
and practices and I am moving ahead 
with	this	with	the	 assistance	of	the	new	
management team.
W ith	the	accounting	uncertainties	
stripped	away ,	it	is	clear	that	SCS’ s	
operational	performance	started	the	
year	badly	and	declined,	heading	
to	a	performance	only	slightly	above	
breakeven	at	the	half	year	and	
deteriorating	to	a	loss	at	the	beginning	
of	the	second	half.	More	positively ,	
towards	the	end	of	the	year	SCS	began	
once	again	to	generate	a	trading	profit,	
even	before	the	full	benefit	of	the	
restructuring	was	realised.
Against	this	difficult	background	it	
is	encouraging	that	SCS	has	achieved	
considerable	success	in	several	areas	
of	its	operations.	Notably	the	support	
engineering	and	logistic	information	
systems	 areas	performed	ahead	of	
expectations,	driven	by	the	significant	
change programmes going on in the 
relevant	areas	of	the	MOD.	SCS	has	
been	awarded	a	further	extension	to	
its	long-running	training	support	activity	
C Below
COPYRIGHT : The Defence Picture Library
Picture credit : Patrick Allen /DPL.
_0_CHRT_ar10_front.indd   14 28/07/2010   11:30:31  Annual Report and Accounts 2010  Cohort plc  15
Review of the Year Corporate Governance Financial Statements
A  Left COPYRIGHT: 
The Defence Picture 
Library.  
Picture credit : Craig 
Williams /DPL.
A  Right COPYRIGHT: 
The Defence Picture 
Library.  
Picture credit : Carl 
Shulzte /DPL.
a t 	 t h e 	 U K ’ s 	 P e r m a n e n t 	 J o i n t 	 H e a d q u a r t e r s ,	
valued	at	over	£2m.	W e	have	continued	
to	support	the	P olice	National	Chemical,	
Biological,	Radiological	and	Nuclear	
Defence	Centre,	a	relationship	which	we	
hope	will	lead	to	further	opportunities,	
including	with	international	customers.
In	February	SCS	moved	out	of	its	Henley-
on-Thames	offices	into	a	new	and	high	
quality	facility	at	 Theale,	adjacent	to	the	
M4,	south	of	R eading.	 This	provides	a	
modern open plan environment and 
a	number	of	high	quality	meeting	rooms,	
enabling	SCS	to	work	more	effectively	
and	presenting	a	much	improved	face	
to	customers.	It	also	has	better	road	and	
rail	links.	Following	the	restructuring	
this	facility	 has	spare	capacity ,	and	so	
the	Cohort	headquarters	team	will	
relocate there this summer.
L o o k i n g 	 f o r w a r d , 	 d e s p i t e 	 t h e 	 u n c e r t a i n t y	
surrounding	UK	defence	spending,	
SCS	has	good	reason	to	be	optimistic.	
Although	work	still	needs	to	be	done	
to	optimise	the	organisation,	we	have	a	
much	reduced	cost	base	and	we	have	the	
fl e x i b i l i t y 	 a n d 	 r e s p o n s i v e n e s s 	 t o 	 m o v e	
o u r 	 f o c u s 	 t o 	 t h e 	 s e r v i c e s 	 o u r 	 c u s t o m e r s	
n e e d 	 m o s t . 	 D e s p i t e 	 t h e 	 t i g h t e r 	 s p e n d i n g	
e n v i r o n m e n t s 	 i n 	 t h e 	 U K , 	 S C S 	 h a s 	 c o n t i n u e d	
to	identify	promising	opportunities,	
not	least	with	export	customers.	
“ I am delighted that we have 
agreed the appointment of 
Bill Bird as the permanent 
Managing Director.”
_0_CHRT_ar10_front.indd   15 28/07/2010   11:31:02 16  Cohort plc  Annual Report and Accounts 2010
Operations Review: SEA
Paul Phillips Managing	Director	SEA
SEA 	has	enjoyed	a	year	of	strong	revenue	
g r o w t h 	 t o 	 £ 3 0 . 2 m , 	 a 	 1 2 % 	 i n c r e a s e 	 o n	
2009. The Company has made good 
progress	in	further	developing	its	market	
position,	particularly	in	the	defence	and	
space sectors.
The	increase	in	revenue,	however ,	was	
not	matched	by	a	growth	in	profitability	
and	the	SEA 	trading	profit	for	2010	of	
£1.6m	was	markedly	down	on	2009’ s	
£3.1m.	 This	was	the	result	of	slippage	
in	achieving	orders	against	forecast	over	
the year (resulting in higher costs against 
revenue)	and	cost	overruns	on	a	few	
technically challenging projects 
which	have	now	been	provided	
for	as	at	30	 April	2010.	
Our	defence	activities	continued	to	
develop	strongly	in	the	marine,	land,	
air	and	 IST AR	domains.	During	the	year	
SEA 	secured	a	major	contract	from	
BAE	Systems	to	supply	the	External	
Communications	Systems	(ECS)	for	the	
UK’ s	 Astute	Class	Submarine	programme.	
This	was	a	significant	win	against	strong	
domestic and international competition. 
The	contract	is	progressing	well	with	our	
partners	Selex	and	 Thales	providing	major	
inputs	to	schedule.	W e	have	successfully	
completed	the	preliminary	design	review	
and	will	be	ready	for	critical	design	
review	in	July	2010.	Whilst	our	current	
contract	is	for	the	supply	of	Boat	4	
(HMS	 Audacious)	there	are	reasonable	
prospects	of	further	build	for	future	
submarines.	Export	opportunities	are	
also	being	pursued.	In	the	 land	domain	
S E A 	 h a s 	 d e l i v e r e d 	 o n 	 t h e 	 F u t u r e	
Dismounted	Close	Combat	R esearch	
p r o g r a m m e 	 w i t h 	 c o n s i d e r a b l e	
exploitation	potential	in	the	field	
of	communications.	
SEA 	is	well	advanced	in	its	programme	
to	deliver	continuous	vibration	recording	
combined	with	rotor	track	and	balance	
equipment	for	Merlin	helicopters.	
Flight trials commenced in 2009 and 
we	anticipate	the	bulk	of	equipment	
deliveries in 2010. 
SEA 	made	significant	steps	in	 Aerospace.	
Of	particular	note	SEA 	is	now	responsible	
for	several	key	roles	on	the	Earthcare	
Satellite	Mission.	 This	joint	European-
Japanese programme is planned to see 
a	satellite	launch	in	2013	equipped	with	
four	sensor	instruments	designed	to	
SEA achieved record order intake of £39.2m 
leading to a record order book of £24.7m at 
30 April 2010.
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Review of the Year Corporate Governance Financial Statements
monitor	global	atmospheric	conditions,	
changes	and	trends.	SEA 	is	responsible	
for	the	supply	of	one	of	these	sensors,	
t h e 	 B r o a d b a n d 	 R a d i o m e t e r 	 i n s t r u m e n t 	 a n d	
is	playing	a	key	role	in	the	development	
of	the	other	three	sensors.
A 	further	significant	win	in	the	year	was	
the	Interface	Control	Unit	(ICU)	on	the	
Bepi-Columbo	mission	to	Mercury .	 This	is	
expected	to	provide	a	good	platform	for	
further	deliveries	of	ICU	units	into	other	
space programmes.
O u r 	 s p a c e 	 c r e d e n t i a l s 	 w e r e 	 e n h a n c e d	
b y 	 a c h i e v i n g 	 t h e 	 r e q u i r e d 	 o p e r a t i o n a l	
performance	of	the	4	K elvin	Cooler	Drive	
Electronics	 on	 ESA ’ s	 Planck	 Satelli te	which	
was	launched	in	May	2009.	
Transport division has had a tougher year 
following	the	 completion	of	its	deliveries	
to	 T ransport	for	London	in	2009.	But	it	
achieved	some	significant	steps	forward	
at	the	end	of	the	year .	Of	particular	note	
was	the	roll	out	and	deployment,	by	local	
authorities,	of	SEA ’ s	ROADflow	product.	
The	product	is	intended	to	ease	traffic	
congestion	and	improve	road	safety	
through	the	more	efficient	generation	
of	penalty	notices	to	those	who	illegally	
drive	in	bus	lanes	and	park	in	bus	stops	
and restricted areas at road crossings 
and schools. 
T owards	the	year-end	SEA 	formed	
a	Marine	division	in	which	we	have	
combined	our	entire	submarine,	surface	
ship,	unmanned	vehicles	and	sonar	
technologies.	 This	removed	areas	of	
overlap and has given greater critical 
mass 	and	focus	to	our	technology	
developments	and	product	support	for	all	
of 	 our 	 military 	 and 	 commercial 	 customers.
A c r o s s 	 a l l 	 S E A ’ s 	 d i v i s i o n s 	 w e 	 h a v e 	 m a i n t a i n e d	
and	developed	the	strategies	of	holding	a	
m i x 	 o f 	 a p p l i c a t i o n , 	 e m e r g i n g 	 t e c h n o l o g i e s ,	
c o n c e p t 	 a n d 	 f e a s i b i l i t y 	 s t u d i e s , 	 c o u p l e d 	 w i t h	
larger	development	programmes	like	ECS.	
S E A 	 a c h i e v e d 	 r e c o r d 	 o r d e r 	 i n t a k e 	 o f	
£39.2m	leading	to	a	record	order	book	of	
£24.7m	at	30	 April	2010	and	coupled	with	
a	more	focused	business	this	provides	a	
basis 	 for 	 improved 	 performance 	 in 	 2010/11.
“ SEA made significant steps in 
Aerospace. Of particular note 
SEA is now responsible for 
several key roles on the 
Earthcare Satellite Mission.”
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Board of Directors and Executive Management
01 02
03
04 05
07 06
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Review of the Year Corporate Governance Financial Statements
01	Nick	P rest	CBE*
+
Chairman
Nick	P rest	became	Chairman	of	Cohort	on	flotation	in	March	2006.	 After	
graduating	from	Oxford	in	1974	Nick	joined	the	MOD.	In	1982	Nick	moved	to	
Alvis,	the	defence	contractor ,	undertaking	a	variety	of	roles	before	becoming	
chief	executive	in	1989	and	chairman	and	chief	executive	in	1996.	Nick	left	
Alvis	following	its	acquisition	by	BAE	Systems	in	2004,	by	which	time	the	
company	had	become	a	leading	international	business	in	military	land	
systems.	In	addition	to	being	Chairman	of	Cohort,	Nick	is	also	chairman	
of	 A veva	Group	plc,	a	FTSE	250	software	company ,	and	of	Shephard	 Group,	
a	privately	owned	media	company	specialising	in	defence	and	aerospace.	
Nick	is	a	member	of	the	Governing	Council	of	 ADS,	the	UK	defence	industry	
trade association.
02	Stanley	Carter*
+
Co-Chairman	
Stanley	Carter	became	Co-Chairman	of	Cohort	in	2009	having	previously	
been	its	Chief	Executive,	a	post	which	he	had	held	since	Cohort’ s	formation	
in	2006.	P rior	to	that	he	was	Managing	Director	of	SCS	which	he	founded	in	
1992	on	leaving	the	R egular	 Army ,	which	was	acquired	by	Cohort	at	the	time	
of	its	flotation.	During	his	military	service	as	a	R oyal	 Artillery	officer	he	held	
a	wide	range	of	operational	posts	 and	staff	officer	appointments	in	the	MOD,	
including	 the	 central 	 staff,	 procurement, 	 government	 research	 establishments	
and	had	significant	interaction	with	industry .	He	also	represented	the	UK	on	
NA T O	technical	committees.	He	has	degrees	in	 T echnology	and	Behavioural	
Science	from	Loughborough	and	the	Open	University	respectively ,	and	an	
MSc	in	Information	Systems	from	the	R oyal	Military	College	of	Science.	
03	 Andrew	 Thomis*
Chief	Executive	
Andrew	 Thomis	graduated	from	Imperial	College,	London	in	1987.	He	spent	
n i n e 	 y e a r s 	 i n 	 t h e 	 M O D 	 a s 	 a 	 f a s t - s t r e a m 	 c i v i l 	 s e r v a n t , 	 c a r r y i n g 	 o u t 	 r o l e s	
including	technology	research,	scientific	policy	advice	and	a	spell	as	a	private	
secretary	to	 the	defence	procurement	minister .	He	left	in	1996	and,	following	
a	period	with	Capita	plc’ s	management	consultancy	arm,	he	joined	 Alvis	in	
a	role	covering	strategy ,	M&A 	and	business	development.	 Andrew	left	 Alvis	
in	2005,	following	the	takeover	by	BAE	Systems	and	worked	with	Nick	P rest	
and	Stanley	Carter	on	the	creation	of	Cohort	plc,	acting	as	Finance	Director	
during	the	flotation	and	subsequently	Corporate	Development	Director .	
Following	two	years	as	Managing	Director	of	MASS	Consultants	Limited,	
a	group	member	company ,	he	returned	to	Cohort	as	Chief	Executive	in	
May	2009.
04	Simon	W alther*
Finance	Director	and	Company	Secretary
After	graduating	with	a	 BSc	from	London,	Simon	W alther	went	on	to	qualify	
as	a	chartered	accountant	with	 T ouche	R oss	in	1992.	Simon	moved	to	the	
P eninsular	and	Oriental	Steam	Navigation	Company	(P&O)	in	1993	where	he	
was	appointed	a	chief	accountant	for	P&O	European	Ferries	in	1995.	In	1997	
he	was	appointed	group	financial	controller	at	 Alvis.	He	joined	Cohort	
as	Finance	Director	in	May	2006,	having	considerable	industry	relevant	
experience	with	 Alvis	and	BAE	Systems.
05	Sir	R obert	W almsley	KCB*
+
Independent	Non-executive	Director
Sir	R obert	W almsley	served	in	the	R oyal	Navy	where	his	final	appointment	
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	served	on	the	British	Energy	Board	from	2003	until	2009.	
He	continues	on	the	board	of	the	General	Dynamics	Corporation	and	Ultra	
Electronic	Holdings	as	well	as	being	a	senior	adviser	at	Morgan	Stanley	
International	and	chairman	of	the	Major	P rojects	 Association.
06	 Ashley	Lane
Managing	Director	of	MASS	
Ashley	Lane	graduated	from	Surrey	University	with	a	Masters	Degree	
(Distinction)	in	Electronic	and	Electrical	Engineering	in	1991.	On	graduation	
h e 	 j o i n e d 	 T h o r n 	 E M I 	 E l e c t r o n i c s 	 a s 	 a 	 S y s t e m s 	 E n g i n e e r 	 w o r k i n g 	 o n	
countermeasures	and	electronic	surveillance	systems.	He	spent	four	years	
in	technology	development	and	licensing,	building	the	successful	wireless	
technology	company	UbiNetics.	 Ashley	has	held	key	technical	roles	on	a	
number	of	electronics,	IT 	and	real-time	system	projects.	He	has	held	
positions	as	Business	Manager ,	Consultancy	Division	Head,	P rogramme	and	
P roject	Manager	and,	for	five	years	Systems	Development	and	 T echnical	
Director	for	MASS.	 Ashley	was	appointed	as	Managing	Director	of	MASS	in	
May	2009.
07 Paul Phillips
Managing	Director	of	SEA
P aul	P hillips	graduated	in	Mathematics	from	Herriot-W att	University	in	1978.	
P aul	initially	began	work	on	 sonar	development	programmes	at	Plessey	Naval	
Systems	before	joining	SEA 	in	1989.	During	his	time	with	SEA,	P aul	has	held	
a	range	of	management	and	director	positions	across	Defence	and	Space	as	
well	as	undertaking	the	 T echnical	Director	role	for	a	period.	P aul	has	been	
a	Director	of	SEA 	since	1993,	lastly	in	the	role	of	leading	the	Company’ s	
defence	offering	prior	to	stepping	up	to	the	Managing	Director	role	in	
April 2008.
*	 Mem ber	of	the	Coh or t	plc	Board 
+ 
Mem ber	of	R emune ration	&	 Appointmen ts	and	 Audit	Committees
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Corporate	Governance
21	 Direct ors’ 	R eport
24	 Corpo rate	Gove rnance	R eport
26 Remuneration & Appointments Committee Report
29	 State ment	of	Di rectors’ 	R esponsibili ties
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Review of the Year Corporate Governance Financial Statements
Directors’ Report
The Directors submit their report and the audited financial statements (pages 32 to 35) of Cohort plc for the year ended 
30 April 2010. Cohort plc is a company incorporated in and operating from England. Its registered address is Arlington House, 
1025 Arlington Business Park, Theale, Reading RG7 4SA.
Share capital of the Company and transactions with shareholders
During the year, the Company issued 195,845 shares in order to satisfy employee share option plans that were exercised.
Principal activities, business review and future developments
The principal activity of the Company is that of a holding company. The principal activities of the Group are described in the 
‘About us’ section (inside front cover). The operational and financial performance of the Group as well as its risks are described 
in the Chairman’s Statement, Chief Executive’s Review, Finance Director’s Review and Operations Reviews on pages 2 to 17. 
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 17. The Group’s approach to risk 
is discussed below.
Specific matters of note
On 11 June 2009 the Group paid the earn out on MASS of £0.3m, which was in full and final settlement.
The Group’s previously reported result for the year ended 30 April 2009 has been restated, reducing the reported profit before tax 
by £1,837,000 as a result of overstated amounts recoverable on contracts at SCS (see note 10).
On 1 August 2009 the Group’s joint venture undertaking, AGS, sold its business, realising a profit for the Group of £0.2m before tax.
Results and dividend
The Group’s performance was below expectations following the poor trading at SCS and contract difficulties at SEA.
The profit for the year of the Group after dividends paid of £754,000 (2009: £627,000) was £1,537,000 (2009: £3,132,000). 
The profit for the year of the Company after dividends paid of £754,000 (2009: £627,000) was £2,455,000 (2009: loss of £75,000).
The trading performance of the Group represents the trading result of the Group’s 100% subsidiaries MASS, SCS and SEA less the 
corporate costs of the Company.
The Directors recommend a final dividend of 1.4 pence (2009: 1.2 pence) per 10 pence ordinary share.
Research and development
During the year ended 30 April 2010 the Group expenditure on research and development, both on behalf of customers and the 
Group’s own private venture expenditure, was £8.5m (2009: £7.1m).
Approach to risk
The business risks of the Group can be summarised as follows:
External (or market) risk
The Group’s external risk is in respect of the following:
i. Customers
The Group has a number of key customers, mostly in the Government sector. These customers are served either directly 
e.g. the UK MOD (£40.3m revenue in 2010 (2009: £43.2m); 52% (2009: 56%) of total Group revenue) or indirectly via other 
contractors; in the case of the UK MOD, £16.8m (2009: £15.6m) of Group revenue (22%; 2009: 20%) was via other contractors. 
The Group continues to be reliant on its ultimate primary customer, the MOD (73% of Group revenue in 2010; 2009: 76%) but 
is reducing this reliance by expanding its overseas defence offering as well as other non-defence sectors, including Space and 
Transport. The Group ensures it engages at all levels of the MOD and remains responsive to its primary customer’s needs.
ii. Suppliers
As is typical in the Defence and Space sectors, the Group is reliant on certain key suppliers for its technical and product offerings. 
This risk is managed through close liaison with suppliers, good project management and having contingency plans to go to 
alternative suppliers or bring in-house. 
The Group has no significant reliance on any one individual supplier .
iii. Partners
The Group, especially in the Defence sector, often secures business through teaming and partnering with other suppliers and 
this is often a requirement of securing work with the MOD in order to ensure the end customer receives the best of everything.
The Group takes an active part in these arrangements and, through regular (usually monthly) project review meetings and 
other correspondence, ensures that the team (including our partners) delivers as a whole to the customer and to the individual 
team members.
Internal (or financial and operational) risk
i. Revenue
The Group takes a prudent approach to revenue and credit risk, and any work done at risk is minimal, authorised at the appropriate 
level and reviewed on a monthly basis. The calibre of the Group’s customers and the control processes in respect of revenue capture 
and invoicing ensures minimal bad debts. The 2010 bad debt charge was £104,000 (2009: £Nil) on Group revenue of £78.1m 
(2009: £76.7m). The increase in the charge in the year ended 30 April 2010 was primarily due to prudent provisioning against 
some older items. 22  Cohort plc  Annual Report and Accounts 2010
Directors’ Report continued
Approach to risk (continued)
Internal (or financial and operational) risk (continued)
i. Revenue (continued)
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. Significant debt receivable in foreign currency is hedged using 
forward exchange contracts which are entered into when contracts are deemed effective.
         2009  
        2010 (restated) 
Financial assets exposed to credit risk at 30 April       £m £m
Trade receivables       15.4 16.1
Other receivables       7.4 6.3
Cash and bank deposits       6.6 7.5
The other receivables at 30 April 2009 has been reduced by £1.8m as a result of the restatement of amounts recoverable on 
contracts at SCS (see note 10).
Cash and bank deposits are all with the Group’s bank, RBS. In addition, gross indebtedness to the bank was £3.6m at 30 April 2010 
(2009: £3.8m).
Of the trade receivables, £4.2m was with the MOD at 30 April 2010 (2009: £8.1m).
ii. Treasury
The Group takes a very prudent approach to the management of its financial instruments which are described in note 21. 
The Group’s cash is held with at least AA rated institutions and on deposits not exceeding three months. This ensures a very 
low risk to capital and a reasonable balance of liquidity against interest earned on cash deposits.
During the year, the Group renewed its working capital facility with RBS for £2.5m. This facility is available to all of the Group’s 
entities through an offset arrangement. The current facility expires in October 2010 when it is expected to be renewed.
The Group did not utilise this working capital facility during the year ended 30 April 2010 having an average cash balance 
of £4.4m, cash balances ranging from a low of £0.5m to a high of £6.9m.
iii. Currency risk
The Group manages its exposure to currency risk by using forward foreign currency exchange contracts. The level of forward cover 
is determined contract by contract taking into account the net currency exposure to receipts and purchases. Forward contracts are 
only put in place when customer contracts are deemed effective. The Group does not enter speculative forward exchange contacts.
The Group’s exposure to credit risk at 30 April 2010 in respect of financial derivatives (forward foreign exchange contracts) 
was £11.4m (2009: £3.5m). The financial derivatives at 30 April 2010 were all held with RBS.
iv. Interest rate risk
The Group considers interest rate risk loan by loan and, where appropriate, the Group enters interest rate swaps to fix its interest 
rate exposure.
At 30 April 2010, the Group had in place one interest rate swap against a mortgage secured on its freehold property in Beckington, 
fixing the interest rate at 6.88%. 
v. Operations
The Group’s operational risk is primarily through its three subsidiaries. The subsidiary trading or business risks are similar in the 
case of MASS and SEA.
MASS and SEA primary risks are:
i.   Bid risk – the businesses bid on contracts where the scope of work may not be well or fully defined by the customer. This is 
typical in Defence and Space and is managed through bid/no bid reviews at the appropriate level using experienced personnel, 
including the Cohort Executive and Board, for bids above £3.0m.
ii.  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 recognised taking account of risk and cost to complete.
iii.  Due to the nature of their niche technical skills requirement, both MASS and SEA have a fixed level of core software engineering 
and technical expertise. This cost base is carefully monitored at budget time and by rolling quarterly forecasts to identify any 
potential risk of low utilisation and thus under recovery of cost. 
  The risk is mitigated, in the short-term, to a certain extent by the use of a small number of sub-contractor staff. In the long term, 
a programme of skills assessment and training is in place to ensure continued flexibility of the engineering resource.
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 regular basis for financial performance and risk to recognised margin. The recognised margins should take account of risks 
and costs to completion. It was the failure of this process along with the lack of appropriate review which resulted in the 
overstatement of revenue and profit for the year ended 30 April 2009. This process has now been reinforced in SCS.  Annual Report and Accounts 2010  Cohort plc  23
Review of the Year Corporate Governance Financial Statements
Approach to risk (continued)
SCS (continued)
The Group (through all three 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, as borne out by the recent renewal of an important MOD 
in-service support contract for the next nine years.
vi. Acquisitions
The Group’s acquisition risk is mitigated as far as practicable by the acquisition process being managed at the Cohort Board level, 
making use of appropriate external expertise and resources as and when required.
Going concern
On the basis of the Group’s current internal financial projections (which look forward three years), the banking and cash facilities 
available to the Group (see the Finance Director’s Review) and the level of order book going into the current and future financial 
years, 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 and parent company has reported its results for the year ended 30 April 2010 in accordance with IFRS.
Directors
The Group maintains appropriate insurance cover in respect of legal actions against the Directors, as well as against material loss 
or claims against the Group, and reviews the adequacy of the cover regularly.
Payment policy
In respect of all of its suppliers, the Group’s policy is:
A  to agree the terms of payment when contracting with suppliers;
A  to ensure suppliers are made aware of the terms of payment; and 
A  to abide by the terms of payment.
All suppliers are treated alike in terms of payment with no preference to any one supplier, and the Group does not follow any 
particular code of practice or standard in its payment policy.
At 30 April 2010, the trade creditors of the Group represented 26 days (2009: 47 days) of purchases.
Employee involvement
The Group organises staff communications locally through its subsidiary undertakings. The media used for organised communications 
includes local intranets, in-house magazines, staff bulletins, presentations and copies of press releases. In addition, regular staff 
meetings are held and notices are published containing information about matters of interest within the Group and its subsidiaries.
Disabled people
The policy of the Group is to offer the same opportunity to disabled people as to all others in respect of recruitment and career 
advancement, provided their disability does not prevent them from carrying out their required duties. Employees who become 
disabled will, wherever possible, be retained, rehabilitated and where necessary retrained.
Donations
During the year ended 30 April 2010 the Group made charitable donations of £6,347 (2009: £3,961), mainly in respect of military 
and local charities. The Group made no political donations during the year (2009: £Nil).
Post balance sheet events (note 30)
On 14 May 2010 the Group acquired the entire share capital of Abacus EW Consultancy Limited for an initial cash consideration 
of £1.0m with a further £1.8m payable over the next three years if the business achieves agreed performance targets.
Auditor
A resolution to appoint KPMG Audit Plc as auditor will be proposed at the Annual General Meeting (AGM) following the change from 
Baker Tilly UK Audit LLP in the year. 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 25 June 2010 and signed on its behalf by:
Simon Walther
Company Secretary 24  Cohort plc  Annual Report and Accounts 2010
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 the Chairman, two Executive Directors and two Non-executive Directors, Stanley Carter 
(Co-Chairman) and Sir Robert Walmsley. The Chairman and the Co-Chairman had consultancy agreements with the Company 
(see the Remuneration & Appointments Committee Report on pages 26 to 28) to provide services, primarily in respect of strategic 
business development and acquisition activity. Nick Prest and Stanley Carter are not considered independent.
The Board has determined Sir Robert Walmsley to be independent and he is designated the Senior Independent Director.
The Board meets most months and receives a monthly 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 once every three years.
Board committees
The Board has established two committees: Audit, and Remuneration & Appointments, each having written terms 
of delegated responsibilities.
Audit committee
The Audit committee comprises the Company Chairman and the Non-executive Directors and is scheduled to meet at least twice 
a year. It is the Audit committee’s role to provide formal and transparent arrangements for considering how to apply the financial 
reporting and internal control requirements of the Code, whilst maintaining an appropriate relationship with the independent 
auditor of the Group. In order to comply with the requirement of the Code that at least one member has relevant financial 
experience, the Chairman of the Board sits on the Audit committee. 
The independent auditor liaises with the Audit committee regarding work to be undertaken and complies with the Ethical 
Standards for Auditors issued by the Auditing Practice Board. Each year, prior to commencing its audit work, the independent 
auditor confirms in writing the nature of any non-audit work on behalf of the Group and the safeguards in place to ensure its 
independence and objectivity; any in-year proposals for non-audit work are subject to prior approval by the Audit committee.
The Company has instituted formal arrangements to facilitate “whistle-blowing” by employees through a contract with a third 
party service provider. If any call is made to this third party, either the Chief Executive or the Chairman of the Audit committee 
is notified promptly of the fact and the content of the call, so that appropriate action can be taken. 
Remuneration & Appointments committee
The Remuneration & Appointments committee comprises the Company Chairman and the Non-executive Directors and is scheduled 
to meet at least once a year. It is the Remuneration & Appointments committee’s role to establish a formal and transparent policy 
on Executive remuneration and to set remuneration packages for individual Directors.
Sir Robert Walmsley is Chairman of both the Audit and Remuneration & Appointments committees.
The attendance of the Directors at Board and committee meetings for the year ended 30 April 2010 was as follows:
        Remuneration &  
      Board Audit Appointments 
N Prest (Chairman)     15 4 4
S Carter (Co-Chairman)     15 4 4
Sir Robert Walmsley (Non-executive Director)     15 4 4
A Thomis (Chief Executive)     15 — —
S Walther (Finance Director and Company Secretary)     15 — —
The Board has not established a Nominations committee. This is not considered necessary due to the small size of the Cohort Board. 
The role of the Nominations committee is undertaken by the Remuneration & Appointments committee and the Chief Executive.   Annual Report and Accounts 2010  Cohort plc  25
Review of the Year Corporate Governance Financial Statements
As a result of the overstatement of revenue and profit at SCS for the year ended 30 April 2009, as announced on 3 December 2009 
and further clarified on 18 March 2010, the Board (through the Chairman of the Audit Committee) undertook a review of the 
oversight and control of the Group and its subsidiaries. This report was reviewed by an independent organisation Independent 
Audit Limited for its appropriateness and thoroughness, and was found to be satisfactory. The resulting report made a number of 
recommendations, all of which have been agreed by the Board and either have been or are in the process of being implemented.
The key recommendations were as follows:
A  closer oversight of subsidiaries by the Cohort Executives, including regular attendance at subsidiary management meetings; and
A  review and implementation of business processes at SCS.
The implementation of all of the key recommendations is ongoing.
Management of the Group and its subsidiary undertakings
The management of the Group and subsidiary undertakings is as follows:
Group management
A  Cohort plc Board meeting at least eight times per year.
A  Group Executive committee meeting at least four times per year, comprising Cohort plc Executive Directors and subsidiary 
Managing Directors.
Subsidiary management
A  Monthly executive management meetings involving the senior management of each subsidiary. Cohort Executive Directors attend 
subsidiary executive management meetings on a regular basis.
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 Report 
and website (www.cohortplc.com) to provide further information to shareholders.
Internal control and risk management
The Board is responsible for the system of internal control and for reviewing its effectiveness. Such systems are designed to 
manage rather than eliminate risks and can provide only reasonable and not absolute assurance against material misstatement 
or loss. Each year, on behalf of the Board, the Audit committee will review the effectiveness of these systems. This is achieved 
primarily by considering the risks potentially affecting the Group and from discussions with the external auditor.
The Group does not currently have an internal audit function due to the small size of the administrative function and the high 
level of Director review and authorisation of transactions.
A comprehensive budgeting process is completed once a year, reviewed and approved by the Board. In addition the Group 
conducts quarterly re-forecasts. The Group’s results, as compared against budget and the latest quarterly forecast, are reported 
to the Board on a monthly basis and discussed in detail at each meeting of the Board. 26  Cohort plc  Annual Report and Accounts 2010
Remuneration & Appointments Committee Report
Introduction
Companies quoted on AIM are not required to provide a formal remuneration report. However, in line with current best practice, 
this report provides information to enable a greater level of understanding as to how Directors’ remuneration is determined.
The Remuneration & Appointments committee of the Board is responsible for considering Directors’ remuneration packages 
and makes its recommendations to the Board. 
Remuneration policy
Remuneration packages are designed to be competitive and to reward above average performance.
Executive Directors receive salary, medical cover, pension contribution, annual bonuses and share options.
Service contracts of the Executive Directors who served in the year
Andrew Thomis 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. 
Pensions
The Group makes contributions to a stakeholder pension scheme (a defined contribution scheme) at a rate of 10% of the Executive 
Director’s contribution. 
Director’s interest in the equity of Cohort plc
The Directors in office during the year under review and their interests in the equity of the Company were:
         At 
         30 April 
         2009 
        At  or date of  
        30 April appointment  
        2010 if later 
        number of number of 
        10p ordinary 10p ordinary 
        shares shares
S Carter       10,665,718 10,645,718
N Prest       2,084,580 2,064,580
A Thomis       35,230 32,230
Sir Robert Walmsley       25,035 20,035
S Walther       25,601 10,000
Performance incentives 
The Group operates a cash bonus scheme and grants share options.
No bonus was payable to the Executive Directors for the year ended 30 April 2010 (2009: £55,320).
The bonuses paid to the Executive Directors for the year ended 30 April 2009 have been agreed by these Directors to be repaid in full. 
Stanley Carter has repaid his in full (£22,875 as at 30 April 2010). Simon Walther has repaid £1,563 with £17,187 outstanding at 
30 April 2010 and will repay in full by 30 April 2011. No interest is accruing on this outstanding balance.
For the year ending 30 April 2011, 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.  Annual Report and Accounts 2010  Cohort plc  27
Review of the Year Corporate Governance Financial Statements
Performance incentives (continued)
Ordinary shares under option granted during the year ended 30 April 2010 and outstanding at 30 April 2010 were as follows:
  At 1 May         
  2009       Date from  
  or date of    Lapsed/ At 30 April  which option Exercise 
  appointment Granted Exercised  forfeited 2010 Date of can be period 
  Number Number Number Number Number grant exercised Years
A Thomis        
Cohort plc 2006 share option scheme under the  
Enterprise Management Incentive (EMI) scheme 
– Option price of £1.23 per share 40,650 — — — 40,650 8 Mar 2006 9 Mar 2009 7
– Option price of £1.66 per share 9,036 — — — 9,036 21 Aug 2007 22 Aug 2010 7
– Option price of £1.89 per share 10,582 — — — 10,582 11 Jul 2008 12 Jul 2011 7
Cohort plc 2006 share option scheme (unapproved)        
– Option price of £1.66 per share 14,056 — — — 14,056 21 Aug 2007 22 Aug 2010 7
– Option price of £1.89 per share 15,873 — — — 15,873 11 Jul 2008 12 July 2011 7
– Option price of £1.715 per share — 39,650 — — 39,650 5 Aug 2009 6 Aug 2012 7
Save as you earn (SAYE) scheme        
– Option price of £1.23 per share 912 — (912) — — 5 May 2006 1 June 2009 
– Option price of £1.33 per share 866 — — — 866 12 Feb 2008 1 April 2009 
– Option price of £1.38 per share — 2,630 — — 2,630 18 Aug 2009 1 Sept 2012 
  91,975 42,280 (912) — 133,343
S Walther
Cohort plc 2006 share option scheme under the 
Enterprise Management Incentive (EMI) scheme
– Option price of £1.41 per share 42,554 — — — 42,554 10 Jul 2006 10 Jul 2009 7
– Option price of £1.66 per share 21,084 — — — 21,084 21 Aug 2007 22 Aug 2010 7
– Option price of £1.89 per share 13,227 — — — 13,227 11 Jul 2008 12 Jul 2011 7
Cohort plc 2006 share option scheme (unapproved)
– Option price of £1.89 per share 13,228 — — — 13,228 11 Jul 2008 12 Jul 2011 7
– Option price of £1.715 per share — 32,653 — — 32,653 5 Aug 2009 6 Aug 2012 7
Save as you earn (SAYE) scheme
– Option price of £1.23 per share 7,601 — (7,601) — — 5 May 2006 1 Jun 2009  
– Option price of £1.38 per share — 6,576 — — 6,576 18 Aug 2009 1 Sept 2012 
  97,694 39,229 (7,601) — 129,322   
S Carter         
Cohort plc 2006 share option scheme under the 
Enterprise Management Incentive (EMI) scheme         
– Option price of £1.89 per share 40,278 — — (40,278) — 11 Jul 2008 12 Jul 2011 7 
Save as you earn (SAYE) Scheme         
– Option price of £1.33 per share 7,218 — — (7,218) — 12 Feb 2008 1 Oct 2011  
  47,496 — — (47,496) —    
There are no performance conditions applying to any of the share option schemes above. The price paid for all share options 
in the above schemes was Nil pence.
The gain on the exercise of share options in the year was £4,670.
The mid-market price of Cohort plc 10 pence ordinary shares at 30 April 2010 was 106.5 pence (2009: 175.5 pence); the lowest 
and highest market prices in the year were 79.5 pence and 183.5 pence respectively.
The maximum bonus payable for the year ended 30 April 2011 as a percentage of salary is as follows:
       Group Personal  
       performance objectives Total 
       % % %
A Thomis      18.75 6.25 25
S Walther      18.75 6.25 25
No bonuses are payable or share options awardable to the Non-executive Directors.
Bonus schemes for senior management of the subsidiary companies have been established for the year ending 30 April 2011, with a 
similar framework to that of the Cohort plc Executive Directors, with varying levels of percentage of salary, none exceeding 25%. 28  Cohort plc  Annual Report and Accounts 2010
Remuneration & Appointments Committee Report continued 
Chairman and Non-executive Directors
Both Nick Prest and Sir Robert Walmsley were appointed in February 2006. These appointments can be terminated upon three 
months’ notice being given by either party. They received an annual fee of £30,000 each. In addition, Nick Prest provided 
consultancy services to the Group in accordance with an agreement entered into on 27 February 2006. 
Stanley Carter was appointed Non-executive Co-Chairman of Cohort plc on 25 May 2009. As from that date, he received £30,000 
per annum as a Non-executive Director of Cohort plc. In addition, Stanley Carter provided consultancy services to the Group in 
accordance with an agreement entered into on 25 May 2009.
From 9 December 2009 to 31 May 2010, Stanley Carter was the acting Managing Director of SCS. Whilst in this role, Stanley Carter 
was paid a remuneration of £120,000 per annum and received no fees in respect of his Non-executive role. He continued to 
receive fees in respect of his consultancy services whilst acting as Managing Director of SCS.
As from 1 May 2010, the annual fees payable to the Chairman and Non-executive Directors are as follows:
Chairman  – £60,000
Co-Chairman – £45,000
Non-executive Director  – £30,000
The Chairman and Non-executive Directors have agreed for the year ended 30 April 2011 to reduce their fees by 10% to £54,000 
(Chairman), £40,500 (Co-Chairman) and £27,000 (Non-executive) respectively.
In addition, the consultancy agreements with Nick Prest and Stanley Carter ceased with effect from 30 April 2010.
Directors’ remuneration 
Details of Directors’ remuneration are set out below:
	 	 	 Consultancy	 	 Benefits	 	 P ension	 	 
  Salary fees Bonus in kind Emoluments contributions Total Total 
  2010 2010 2010 2010 2010 2010 2010 2009 
  £ £ £ £ £ £ £ £
Executive Directors        
A Thomis 159,034 — — 12,672 171,706 1,708 173,414 —
S Walther 140,000 — — 643 140,643 1,415 142,058 146,257
I Dale-Staples (resigned 24 June 2009) — — — — — — — 269,102
Non-executive Directors        
N Prest 30,000 30,000 — — 60,000 — 60,000 60,000
S Carter 67,887 28,075 — — 95,962 — 95,962 175,536
Sir Robert Walmsley 30,000 — — — 30,000 — 30,000 30,000
Total 426,921 58,075 — 13,315 498,311 3,123 501,434 680,895
On 5 May 2009, Andy Thomis was appointed to the Board of Cohort plc and from 25 May 2009 became the Chief Executive.
From 1 June 2010, Andy Thomis has taken on the responsibility of SCS Managing Director in addition to his Cohort Chief Executive 
role until the recently appointed full time Managing Director, Bill Bird, commences on 6 September 2010.
The 2009 emoluments reported above for Stanley Carter and Simon Walther include £22,875 and £18,750 in respect of bonus 
received for the year ended 30 April 2009 which have been or are being repaid in full. 
Salaries for Andy Thomis and Simon Walther remain unchanged at £170,000 and £140,000 per annum respectively for the 
year ended 30 April 2011.  Annual Report and Accounts 2010  Cohort plc  29
Review of the Year Corporate Governance Financial Statements
Statement of Directors’ Responsibilities
In respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and parent company financial statements in 
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent company financial statements for each financial year . Under that 
law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law 
and have elected to prepare the parent company financial statements on the same basis.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair 
view of the state of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of the 
Group and parent company financial statements, the Directors are required to:
A  select suitable accounting policies and then apply them consistently;
A  make judgements and estimates that are reasonable and prudent;
A   state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
A  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent 
company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent 
company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable 
them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such 
steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a directors’ report and directors’ 
remuneration report that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the 
Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from 
legislation in other jurisdictions.   
30  Cohort plc  Annual Report and Accounts 2010
Financial Statements
31 Independent Auditor’s Report
32 Consolidated Income Statement
32 Consolidated Statement of Comprehensive Income
33   Consolidated and Company Statements of Financial Position
34  Consolidated and Company Statement of Changes in Equity
35  Consolidated and Company Cash Flow Statements
36  Notes to the Financial Statements
55 Accounting Policies
IBC Advisers
IBC  Shareholder Information and Financial Calendar  Annual Report and Accounts 2010  Cohort plc  31
Review of the Year Corporate Governance Financial Statements
Independent Auditor’s Report
To the Members of Cohort plc
We have audited the financial statements of Cohort plc for the year ended 30 April 2010 set out on pages 32 to 35. The financial 
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards 
(IFRSs) as adopted by the EU and, as regards the parent company financial statements, as applied in accordance with the provisions 
of the Companies Act 2006.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state 
to them in an 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
As explained more fully in the Directors’ Responsibilities Statement set out on page 29, the Directors are responsible for the 
preparation of the financial statements and for being satisfied that they give a true and fair view . Our responsibility is to audit the 
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope	of	the	audit	of	the	financial	statements
A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/UKNP .
Opinion	on	financial	statements
In our opinion:
A  the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 
30 April 2010 and of the Group’s profit for the year then ended;
A  the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;
A  the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU 
and as applied in accordance with the provisions of the Companies Act 2006; and
A  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared 
is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, 
in our opinion:
A  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been 
received from branches not visited by us; 
A  the parent company financial statements are not in agreement with the accounting records and returns;
A  certain disclosures of Directors’ remuneration specified by law are not made; or
A  we have not received all the information and explanations we require for our audit.
Matt Lewis (Senior Statutory Auditor) 
For and on behalf of KPMG Audit Plc 
Statutory Auditor Chartered Accountants 
Arlington Business Park
Theale RG7 4SD
25 June 2010 32  Cohort plc  Annual Report and Accounts 2010
 Consolidated Income Statement
For the year ended 30 April 2010
        2009 
       2010 restated 
      Notes £’000 £’000
Revenue     1 78,129 76,734 
Cost of sales      (56,666) (54,001)
Gross profit      21,463 22,733
Administrative expenses (including amortisation of intangible assets and exceptional items)   (18,573) (17,684)
Operating profit      1 2,890 5,049
Comprising:   
Adjusted operating profit     1 4,109 6,263
Amortisation of intangible assets     11 (595) (540)
Exceptional items      3 (624) (674)
       2,890 5,049
Share of result of joint ventures     13 — (224)
Finance income     5 38 95 
Finance costs     6 (180) (303)
Profit before tax      2,748 4,617
Income tax expense     7 (457) (858)
Profit for the year attributable to the equity shareholders of the parent    4 2,291 3,759
   
Earnings per share      Pence Pence
Basic     9 5.63 9.28
Diluted     9 5.62 9.21
All profit for the year is derived from continuing operations.
The income statement for the year ended 30 April 2009 has been restated for the revenue and profit before tax overstatement 
at SCS of £1,837,000 (see note 10) and the associated tax credit of £514,000.
Consolidated Statement of Comprehensive Income
For the year ended 30 April 2010
        2009 
       2010 restated 
       £’000 £’000
Profit for the year attributable to the equity shareholders of the parent     2,291 3,759 
Cash flow hedges – income/(losses) taken to equity (net of tax charge of £23,000; 2009: tax credit of £19,000) 60 (49)
Total comprehensive income for the year attributable to the equity shareholders of the parent    2,351 3,710  Annual Report and Accounts 2010  Cohort plc  33
Review of the Year Corporate Governance Financial Statements
 Group  Company
    2009     
    (restated     
   2010 – note 10) 2008 2010 2009 2008 
  Notes £’000 £’000 £’000 £’000 £’000 £’000
Assets       
Non-current assets       
Goodwill 11 31,043 31,043 31,043 — — —
Other intangible assets 11 632 1,227 1,987 — — —
Property, plant and equipment 12 7,930 4,727 4,866 17 22 —
Investment in subsidiaries 13 — — — 42,203 42,203 42,422
Deferred tax asset 20 1,015 266 49 5 — —
   40,620 37,263 37,945 42,225 42,225 42,422
Current assets       
Inventories 14 440 359 146 — — —
Trade and other receivables  15 22,837 22,438 20,879 319 2,067 2,051
Derivative financial instruments 21 15 178 131 — — —
Cash and cash equivalents  6,656 7,511 6,081 — 6,200 —
   29,948 30,486 27,237 319 8,267 2,051
Total assets  70,568 67,749 65,182 42,544 50,492 44,473
Liabilities       
Current liabilities       
Trade and other payables 16 (15,117) (16,164) (13,133) (341) (619) (256)
Current tax liabilities  (1,804) (993) (619) — — —
Other loans 17 — (32) (41) — — —
Derivative financial instruments 21 (53) (68) — — — —
Bank borrowings 18 (3,171) (3,167) (3,123) (6,091) (16,199) (5,740)
Provisions 19 (2,411) (1,528) (5,783) — (280) (5,005)
   (22,556) (21,952) (22,699) (6,432) (17,098) (11,001)
Non-current liabilities       
Other loans 17 — — (32) — — —
Bank borrowings  18 (444) (615) (792) — — —
Deferred tax liability 20 (1,053) (920) (649) (1) — —
Provisions 19 (155) — (167) — — (167)
   (1,652) (1,535) (1,640) (1) — (167)
Total liabilities  (24,208) (23,487) (24,339) (6,433) (17,098) (11,168)
Net assets  46,360 44,262 40,843 36,111 33,394 33,305
Equity       
Share capital 22 4,079 4,059 4,046 4,079 4,059 4,046
Share premium account 23 29,519 29,297 29,158 29,519 29,297 29,158
Hedge reserve 23 11 (49) — — — —
Share option reserve 23 379 266 200 28 17 21
Retained earnings 23 12,372 10,689 7,439 2,485 21 80
T otal equity attributable to the equity shareholders of the parent  46,360 44,262 40,843 36,111 33,394 33,305
The financial statements on pages 32 to 35 were approved by the Board of Directors and authorised for issue on 25 June 2010 and 
are signed on its behalf by:
Andrew Thomis Simon Walther
Chief Executive Finance Director
Registered company number of Cohort plc: 05684823
Consolidated and Company Statements of Financial Position
As at 30 April 2010 34  Cohort plc  Annual Report and Accounts 2010
 
 Group  Company
     2010 2009 2010 2009 
    Notes £’000 £’000 £’000 £’000
At 1 May as previously stated    45,585 40,843 33,394 33,305
Prior year adjustment at SCS   10 (1,323) — — —
At 1 May (restated)    44,262 40,843 33,394 33,305
Total comprehensive income for the year attributable to the equity  
shareholders of the parent as previously reported    2,351 5,033 3,209 552
Prior year adjustment at SCS (net of tax)   10 — (1,323) — —
Total comprehensive income for the year attributable to the equity  
shareholders of the parent    2,351 3,710 3,209 552
Equity dividends paid   8 (754) (627) (754) (627)
Total recognised income and expense    1,597 3,083 2,455 (75)
Exercise of share options     242 152 242 152
Share-based payments   27 259 184 20 12
At 30 April    46,360 44,262 36,111 33,394
See note 23 for the nature and purpose of the constituent elements of the Group and Company equity balances. 
Consolidated and Company Statements of Changes in Equity
For the year ended 30 April 2010  Annual Report and Accounts 2010  Cohort plc  35
Review of the Year Corporate Governance Financial Statements
Consolidated and Company Cash Flow Statements
For the year ended 30 April 2010
 Group  Company
     2010 2009 2010 2009 
    Note £’000 £’000 £’000 £’000
Net cash generated from operating activities   24 3,961 7,271 4,685 834
Cash flow from investing activities        
Interest received    38 95 16 78
Proceeds on disposals of property, plant and equipment    35 6 — —
Purchases of property, plant and equipment    (3,795) (432) (1) (23)
Acquisition of subsidiaries, net of cash acquired    (280) (4,673) (280) (4,673)
Net cash used in investing activities    (4,002) (5,004) (265) (4,618)
Cash flow from financing activities        
Dividends paid    (754) (627) (754) (627)
Repayment of borrowings    (199) (174) — —
Proceeds on issue of shares    242 152 242 152
Net cash (used in)/generated from financing activities    (711) (649) (512) (475)
Net (decrease)/increase in cash and cash equivalents    (752) 1,618 3,908 (4,259)
     At    At 
     1 May  Exchange 30 April  
     2009 Cash flow  losses 2010 
Group funds reconciliation    £’000 £’000 £’000 £’000
Cash and bank    1,311 5,448 (103) 6,656
Short-term deposits    6,200 (6,200) — —
Total cash and cash equivalents    7,511 (752) (103) 6,656
Other loans    (32) 32 — —
Bank loan    (3,782) 167 — (3,615)
Total debt    (3,814) 199 — (3,615)
Net funds    3,697 (553) (103) 3,041
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. 36  Cohort plc  Annual Report and Accounts 2010
 Notes to the Financial Statements
For the year ended 30 April 2010
1. Segmental analysis
For management and reporting purposes, the Group currently operates through its three subsidiaries, MASS, SCS and SEA. 
These subsidiaries are the basis on which the Company reports its primary segment information.
The principal activities of the subsidiaries are described on the inside front cover ‘About us’ and in the Operations Reviews 
(pages 12 to 17).
Segment information about these subsidiaries is presented below:
     MASS SCS SEA Eliminations Group 
2010    £’000 £’000 £’000 £’000 £’000
Revenue     
External revenue    21,484 26,398 30,247 — 78,129
Inter-segment revenue    — 28 — (28) —
     21,484 26,426 30,247 (28) 78,129
Net profit    3,549 90 1,560 — 5,199
Unallocated corporate expenses        (1,090)
Adjusted operating profit    3,549 90 1,560 — 4,109
Amortisation of other intangible assets    (305) — (290)  (595)
Exceptional items    (223) (310) (291)  (624)
Operating profit/(loss)    3,021 (220) 979 — 2,890
Finance cost (net of income)    — 14 (35)  (142)
Profit/(loss) before tax    3,021 (206) 944 — 2,748
Income tax expense        (457)
Profit after tax        2,291
All are UK operations and all are continuing. The SEA adjusted operating profit of £1,560,000 (2009: £3,124,000) is after charging 
a loss in respect of marking forward exchange contracts to market of £231,000 (2009: credit of £47,000).
Inter-segment sales are charged at arm’s length rates.
Unallocated corporate expenses are the costs of the Cohort head office including the remuneration of the Cohort plc Board.
     MASS SCS SEA Central Group 
Other information    £’000 £’000 £’000 £’000 £’000
Capital additions    2,987 332 475 1 3,795
Depreciation    57 105 389 6 557
Balance sheet       Eliminations 
Assets     
Segment assets    7,872 5,470 19,208 (262) 32,288
Unallocated corporate assets        38,280
Consolidated total assets        70,568
Liabilities     
Segment liabilities    (5,709) (4,763) (9,484) 2,142 (17,814)
Unallocated corporate liabilities        (6,394)
Consolidated total liabilities        (24,208)
Unallocated corporate assets primarily comprise goodwill, other intangible assets and cash.
Unallocated corporate liabilities primarily comprise loans and deferred tax liabilities.  Annual Report and Accounts 2010  Cohort plc  37
Review of the Year Corporate Governance Financial Statements
1. Segmental analysis (continued)
     MASS SCS SEA Eliminations Group 
2009 (restated)    £’000 £’000 £’000 £’000 £’000
Revenue     
External revenue    20,622 29,208 26,904 — 76,734
Inter-segment revenue    5 114 — (119) —
     20,627 29,322 26,904 (119) 76,734
Net profit    2,832 1,506 3,124 — 7,462
Unallocated corporate expenses        (1,199)
Adjusted operating profit    2,832 1,506 3,124 — 6,263
Amortisation of other intangible assets    (250) — (290)  (540)
Exceptional items    — — —  (674)
Operating profit    2,582 1,506 2,834 — 5,049
Share of result of joint ventures        (224)
Finance cost (net of income)    — 16 (57)  (208)
Profit before tax    2,582 1,522 2,777 — 4,617
Income tax expense        (858)
Profit after tax        3,759
The segmental analysis for the year ended 30 April 2009 has been restated in respect of a prior year adjustment at SCS. 
The external revenue has been reduced by £1,837,000 from £31,045,000 to £29,208,000 and a corresponding reduction to SCS’s 
net profit from £3,343,000 previously reported to £1,506,000. The impact of this prior year adjustment on SCS’s adjusted 
operating profit and the remainder of the income statement is explained in note 10. 
All are UK operations and all are continuing.
Inter-segment sales are charged at arm’s length rates.
Unallocated corporate expenses are the costs of the Cohort head office including the remuneration of the Cohort plc Board.
     MASS SCS SEA Central Group 
Other information    £’000 £’000 £’000 £’000 £’000
Capital additions    22 52 335 23 432
Depreciation    64 133 365 1 563
Balance sheet       Eliminations 
Assets     
Segment assets    4,480 8,017 15,930 (262) 28,165
Unallocated corporate assets        39,584
Consolidated total assets        67,749
Liabilities     
Segment liabilities    (5,282) (6,500) (8,910) 2,142 (18,550)
Unallocated corporate liabilities        (4,937)
Consolidated total liabilities        (23,487)
Unallocated corporate assets primarily comprise goodwill, other intangible assets and cash.
Unallocated corporate liabilities primarily comprise loans and deferred tax liabilities.
The segmental analysis on the assets and liabilities has been restated in respect of prior year adjustment (note 10) at SCS. 
The segment assets in respect of SCS have been reduced by £1,837,000 from £9,854,000 to £8,017,000 following the write 
off of work in progress and a reduction in the SCS tax liability by £514,000, reducing SCS segment liabilities from £7,014,000 
to £6,500,000.
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 
location of the customer:
         2009 
        2010 restated 
        £’000 £’000
UK        64,033 67,294
Other EC countries       8,236 4,348
Asia Pacific       5,692 4,881
USA       168 211
        78,129 76,734
All the Group’s assets, tangible and intangible, are located in the UK.
The UK revenue previously reported for the year ended 30 April 2009 has been restated by £1,837,000, reducing the previously 
reported revenue of £69,131,000 to £67,294,000 in respect of the prior year adjustment at SCS (see note 10). 38  Cohort plc  Annual Report and Accounts 2010
 Notes to the Financial Statements continued
For the year ended 30 April 2010
1. Segmental analysis (continued)
Market segments
The following table provides an analysis of the Group’s revenue by market sector:
         2009 
        2010 restated 
        £’000 £’000
Defence       64,624 64,898
Space       8,188 4,219
Transport       3,365 4,558
Other commercial        1,952 3,059
        78,129 76,734
The defence revenue previously reported for the year ended 30 April 2009 has been restated by £1,837,000, reducing the 
previously reported revenue of £66,735,000 to £64,898,000 in respect of the prior year adjustment at SCS (see note 10).
2.	 Employee	benefit 	expense	(including 	 Directors)
        2010 2009 
        £’000 £’000
Wages and salaries       28,941 28,901
Social security costs       3,248 3,271
Defined contribution pension plan costs       1,585 1,326
Share-based payments       259 184
        34,033 33,682
Average number of employees (including Directors)
        2010 2009 
        Number Number
Other operational       485 487
Managed services       56 49
Total operational       541 536
Administration and support       120 109
        661 645
The above disclosures include Directors. Directors’ emoluments and share option details are disclosed separately in the 
Remuneration & Appointments Committee Report on pages 26 to 28.
3. Exceptional items
The net exceptional charge comprises:
        2010 2009 
        £’000 £’000
Restructuring at SCS       310 —
Restructuring at SEA       291 —
Relocation of MASS’s operations        148 —
Cost of acquisition of Abacus EW       75 —
Profit on sale of AGS       (200) —
Charge in respect of withdrawing from the Group’s joint venture interest in AGS     — 674
        624 674
All exceptional items are in respect of continuing operations.
The tax credit in respect of exceptional items is £210,000 (2009: £Nil) and is in respect of the continuing items.
4.	 Profit 	 for 	the	year
The profit for the year has been arrived at after charging: 
        2010 2009 
       Notes £’000 £’000
Net foreign exchange losses       162 57
Research and development costs       8,546 7,078
Depreciation      12 557 563
Amortisation of other intangible assets      11 595 540
Cost of inventories recognised as expenses       18,709 16,693
Employee benefit expenses (excluding share-based payments)     2 33,774 33,498
Share-based payments      27 259 184
All of the above charges are in respect of continuing operations.  Annual Report and Accounts 2010  Cohort plc  39
Review of the Year Corporate Governance Financial Statements
4.	Profit 	 for	the 	 year	 (continued)
Auditors’ remuneration
The analysis of the auditors’, KPMG Audit Plc (2009: Baker Tilly UK Audit LLP), remuneration is as follows:
        2010 2009 
        £’000 £’000
Fees payable to the Company’s auditor for the audit of the Company’s and consolidated accounts    10 17
Fees payable to the Company’s auditor for the audit of the Company’s subsidiaries     60 60
Total audit fees       70 77
Tax services       — 14
Other services pursuant to legislation       — 6
Corporate finance services       9 —
Total non-audit fees       9 20
Total fees paid to the auditor and its associates       79 97
Charged to profit for the year       79 97
        79 97
The corporate finance services for the year ended 30 April 2010 were in respect of the acquisition of Abacus EW.
Fees payable to KPMG Audit Plc and 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
        2010 2009 
        £’000 £’000
Interest on bank deposits       16 83
Other interest receivable       22 12
        38 95
All finance income is in respect of continuing operations.
6. Finance costs
        2010 2009 
        £’000 £’000
Interest on loans wholly repayable in more than five years       10 28
Bank and short-term interest       170 275
        180 303
All finance costs are in respect of continuing operations.
7. Income tax expense
         2009 
        2010 restated 
        £’000 £’000
Current tax: in respect of this year       961 785
Current tax: in respect of prior periods       135 —
Deferred tax (see note 20)       (639) 73
        457 858
The corporation tax is calculated at 28% (2009: 28%) of the estimated assessable profit for the year , as disclosed below. 
The current tax in respect of the year ended 30 April 2010 includes £210,000 credit (2009: £Nil) in respect of exceptional items.
The current tax for the year ended 30 April 2009 has been reduced from £1,299,000 previously reported to £785,000 by £514,000. 
The £514,000 adjustment is in respect of the imputed tax at 28% on the prior year adjustment of £1,837,000 at SCS (see note 10). 40  Cohort plc  Annual Report and Accounts 2010
Notes to the Financial Statements continued
For the year ended 30 April 2010
7. Income tax expense (continued)
The current tax charge for the year is reconciled to the profit before tax per the income statement as follows:
        2009  
      2010 2010 (restated) 2009 
Group     £’000 % £’000 %
Profit before tax     2,748  4,617 
Tax at UK corporation tax rate of 28% (2009: 28%)     769 28.0 1,293 28.0
Tax effect of expenses not allowable for tax purposes     102  45 
Tax effect of depreciation in excess of capital allowances     13  26 
Tax effect of research and development credits     (508)  (1,168) 
Tax effect of brought forward losses on current tax     (40)  — 
Tax effect of amortisation of other intangible assets     167  151 
Tax effect of share-based payments     73  52 
Tax effect of share options exercised     (26)  (19) 
Tax effect of other short-term timing differences     446  153 
Tax effect of disallowed share of joint venture undertakings     —  63 
Tax effect of disallowed exceptional items     (35)  189 
Tax effect of prior periods     135  — 
Income tax expense and effective tax rate for the year     1,096 39.9 785 17.0
The tax charge is all in respect of continuing operations. 
8. Dividends
        2010 2009 
        £’000 £’000
Amounts recognised as distributions to equity holders in the period:  
Final dividend in respect of the year ended 30 April 2009 at 1.20p per ordinary share (2008: 1.00p per ordinary share)  489 405
Interim dividend in respect of the year ended 30 April 2010 at 0.65p per ordinary share (2009: 0.55p per ordinary share)  265 222
        754 627
Proposed final dividend for the year ended 30 April 2010 at 1.40p per ordinary share (2009: 1.20p per ordinary share)  571 487
The proposed final dividend is subject to approval by shareholders at the AGM to be held on 2 September 2010 and has not been 
included as a liability in these financial statements. 
If approved, this dividend will be paid on 8 September 2010 to shareholders on the register as at 6 August 2010. 
9. Earnings per share
The earnings per share are calculated as follows:
     2010  2009
    Weighted    Weighted    
    average    average  Earnings 
    number   Earnings number Earnings per share 
    of shares Earnings per share of shares (restated) (restated) 
    Number £’000 Pence Number £’000 Pence
Basic earnings (net profit attributable to equity  
holders of Cohort plc)   40,727,969 2,291 5.63 40,491,561 3,759 9.28
Share options   55,361 — — 310,247 — —
Diluted earnings   40,783,330 2,291 5.62 40,801,808 3,759 9.21
The earnings for the year ended 30 April 2009 have been reduced by £1,323,000; the prior year adjustment of £1,837,000 less tax 
of £514,000. The earnings per share have been correspondingly adjusted, the basic earnings per share being reduced from 12.55p 
per share to 9.28p per share (see note 10).
The basic earnings per share are calculated by dividing the profit attributable to equity holders of the parent company (Cohort plc) 
by the weighted average number of ordinary shares in issue during the year. The diluted earnings per share are calculated by 
dividing the profit attributable to equity holders of the parent company by the weighted average number of shares in issue during 
the year as adjusted for the effects of potentially dilutive share options.   Annual Report and Accounts 2010  Cohort plc  41
Review of the Year Corporate Governance Financial Statements
9. Earnings per share (continued)
In addition, the adjusted earnings per share of the Group are calculated in a similar manner to the basic earnings per share with 
the adjustments to the basic earnings as shown below:
     2010  2009
     Weighted    Weighted    
     average    average  Earnings 
     number   Earnings number Earnings per share 
     of shares Earnings per share of shares (restated) (restated) 
   Notes  Number £’000 Pence Number £’000 Pence
Basic earnings    40,727,969 2,291 5.63 40,491,561 3,759 9.28
Exceptional items (net of income tax of £210,000)  3  — 414 — — 674 —
Amortisation of other intangible assets  11  — 595 — — 540 —
Share of result of joint ventures (net of income tax)   — — — — 224 —
Adjusted earnings   40,727,969 3,300 8.10 40,491,561 5,197 12.83
Share options   55,361 — — 310,247 — —
Diluted adjusted earnings   40,783,330 3,300 8.09 40,801,808 5,197 12.74
The adjusted earnings, as for the basic earnings above (see note 10) have been reduced by £1,323,000 from £6,520,000 to 
£5,197,000 and the adjusted earnings per share have been correspondingly reduced from 16.10 pence per share to 12.83 pence 
per share. The adjusted earnings are in respect of continuing operations. 
The adjustment for the exceptional items (net of income tax) is analysed in note 3.
10. Prior year restatement
As originally announced on 3 December 2009 and clarified on 18 March 2010, the Group had previously overstated its revenue 
and profit before tax in its subsidiary SCS by £1,837,000. The overstatement was identified as an overstatement of amounts 
recoverable on contracts. The reasons for the overstatement are discussed in the Finance Director’s Review (pages 6 to 11).
The previously reported results for the year ended 30 April 2009 have been restated as follows:
Consolidated income statement for the year ended 30 April 2009
       As previously  
       reported  Restatement As restated 
       £’000 £’000 £’000
Revenue      78,571 (1,837) 76,734
Cost of sales      (54,001) — (54,001)
Gross profit      24,570 (1,837) 22,733
Administrative expenses (including amortisation of other intangible assets and exceptional items)   (17,684) — (17,684)
Operating profit      6,886 (1,837) 5,049
Comprising:   
Adjusted operating profit      8,100 (1,837) 6,263
Amortisation of other intangible assets      (540) — (540)
Exceptional items      (674) — (674)
Operating profit      6,886 (1,837) 5,049
Share of result of joint ventures      (224) — (224)
Finance income      95 — 95 
Finance costs      (303) — (303)
Profit before tax      6,454 (1,837) 4,617
Income tax expense      (1,372) 514 (858)
Profit for the year attributable to the equity shareholders of the parent     5,082 (1,323) 3,759
Earnings per share      Pence Pence Pence
Basic      12.55 (3.27) 9.28
Diluted      12.46 (3.25) 9.21
The restatement of revenue and operating profit is in respect of SCS and is for UK and Defence revenue streams. The segmental 
analysis (note 1) and other relevant notes for the year ended 30 April 2009 have been restated accordingly. 42  Cohort plc  Annual Report and Accounts 2010
Notes to the Financial Statements continued
For the year ended 30 April 2010
10. Prior year restatement (continued)
Consolidated statement of financial position as at 30 April 2010 
       As previously    
       reported Restatement As restated 
       £’000 £’000 £’000
Assets     
Non-current assets     
Goodwill      31,043 — 31,043
Other intangible assets      1,227 — 1,227
Property, plant and equipment      4,727 — 4,727
Deferred tax asset      266 — 266
       37,263 — 37,263
Current assets     
Inventories      359 — 359
Trade and other receivables       24,275 (1,837) 22,438
Derivative financial instruments      178 — 178
Cash and cash equivalents      7,511 — 7,511
       32,323 (1,837) 30,486
Total assets      69,586 (1,837) 67,749
Liabilities     
Current liabilities     
Trade and other payables      (16,164) — (16,164)
Current tax liabilities      (1,507) 514 (993)
Other loans      (32) — (32)
Derivative financial instruments      (68) — (68)
Bank borrowings      (3,167) — (3,167)
Provisions      (1,528) — (1,528)
       (22,466) 514 (21,952)
Non-current liabilities     
Bank borrowings       (615) — (615)
Deferred tax liability      (920) — (920)
       (1,535) — (1,535)
Total liabilities      (24,001) 514 (23,487)
Net assets      45,585 (1,323) 44,262
Equity     
Share capital      4,059 — 4,059
Share premium account      29,297 — 29,297
Hedge reserve      (49) — (49)
Share option reserve      266 — 266
Retained earnings      12,012 (1,323) 10,689
Total equity attributable to the equity shareholders of the parent     45,585 (1,323) 44,262
11. 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 2008    18,895 12,148 31,043 1,160 1,560 2,720
At 1 May 2009 and 30 April 2010   18,895 12,148 31,043 1,160 1,340 2,500
Amortisation       
At 1 May 2008   — — — 145 588 733
Charge for the year ended 30 April 2009   — — — 290 250 540
At 1 May 2009   — — — 435 838 1,273
Charge for the year ended 30 April 2010   — — — 290 305 595
At 30 April 2010   — — — 725 1,143 1,868
Net book value       
At 30 April 2010   18,895 12,148 31,043 435 197 632
At 30 April 2009    18,895 12,148 31,043 725 502 1,227
Goodwill arises on the acquisition of subsidiaries. These subsidiaries are the cash-generating units to which goodwill has been allocated.
The adjustment for the year ended 30 April 2009 in respect of other intangible assets of previously acquired subsidiaries reflects 
the settlement of the MASS earn-out at £280,000 (including costs), £220,000 less than the provision (£500,000) established at the 
time of acquisition. The amortisation has been adjusted accordingly.
The amortisation charge described on page 43 is disclosed as ‘Amortisation of other intangible assets’ in the income statement.  Annual Report and Accounts 2010  Cohort plc  43
Review of the Year Corporate Governance Financial Statements
11. Goodwill and other intangible assets (continued)
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the subsidiaries (cash-generating units) are determined from value in use calculations.
The key assumptions for the value in use calculations are those regarding discount rates, growth rates and any other factors 
which may affect future performance as known of in the current period.
The Group’s subsidiaries have prepared cash flow forecasts as part of the recent annual budgetary process, as approved by 
management. This provides the next three years’ cash flow forecasts which have been extrapolated forward at an estimated 
long-term growth rate of 2.25% (2009: 2.25%). The cash flow forecasts are prepared on a consistent basis based upon each 
subsidiary’s budget. To this has been applied the Group’s estimated weighted average cost of capital of 11.5% (2009: 11.0%).
The Group’s WACC is an estimate based upon the Company’s current equity risk, market interest rates, Company debt interest 
rates and market equity risk. The same rate of WACC and long-term growth rate have been applied to the assessment of the 
carrying value of goodwill for both MASS and SEA, since the businesses have similar market experience and exposures.
On the basis of these tests, no impairment of goodwill has arisen in the year ended 30 April 2010. The test on the goodwill 
in respect of SEA revealed a low level of headroom of the discounted cash flow compared with the carrying value of goodwill 
and an increase in the weighted average cost of capital to 13.5% would result in a small impairment of £0.3m.
The other intangible assets also arise on the acquisition of the subsidiaries and are analysed above.
These intangible assets are in respect of acquired contracts of each of MASS and SEA and contracts to be secured in respect 
of MASS.
The other intangible assets are amortised over the expected lives of acquired contracts and contracts to be secured, as follows:
         Remaining 
         period of 
       Other  amortisation at 
       intangible Expected 30 April  
       assets life 2010 
       £’000 Years Years
MASS   
Contracts acquired      1,060 4 0.25
Contracts to be secured      280 7 3.25
       1,340  
SEA   
Contracts acquired      1,160 4 1.50
The contracts to be secured were in respect of certain overseas opportunities for which further consideration was payable if 
secured in accordance with the terms of the acquisition of MASS. This figure was reduced from the estimate of £500,000 at the 
date of acquisition to £280,000 following settlement of the MASS earn-out on 5 June 2009. 
12. Property, plant and equipment
        Equipment,  
       Land and fixtures and  
       buildings fittings Total 
Group      £’000 £’000 £’000
Cost   
At 1 May 2008      4,307 2,976 7,283
Additions      2 430 432
Disposals      — (142) (142)
At 1 May 2009      4,309 3,264 7,573
Additions      2,393 1,402 3,795
Disposals      — (567) (567)
At 30 April 2010      6,702 4,099 10,801
Depreciation   
At 1 May 2008      346 2,071 2,417
Charge in the year      82 481 563
Eliminated on disposal      — (134) (134)
At 1 May 2009      428 2,418 2,846
Charge in the year      82 475 557
Eliminated on disposal      — (532) (532)
At 30 April 2010      510 2,361 2,871
Net book value   
At 30 April 2010      6,192 1,738 7,930
At 30 April 2009      3,881 846 4,727
The Company’s property, plant and equipment was £17,000 at 30 April 2010 (2009: £22,000).
The depreciation charge is disclosed within ‘administrative expenses’ in the income statement.  44  Cohort plc  Annual Report and Accounts 2010
Notes to the Financial Statements continued
For the year ended 30 April 2010
12. Property, plant and equipment (continued)
The additions to ‘land and buildings’ includes £2,388,000 in respect of Enterprise House which was not occupied by MASS as at 
30 April 2010. The land element of Enterprise House is estimated at £0.8m. Additions to equipment, fixtures and fittings included 
£599,000 in respect of Enterprise House refurbishment. No depreciation was charged in respect of this asset for the year ended 
30 April 2010. The property, plant and equipment has been pledged to secure the Group’s banking facilities. 
13. Investment in subsidiaries and joint ventures
      Group  Company
      2010 2009 2010 2009 
      £’000 £’000 £’000 £’000
Subsidiary undertakings     — — 42,203 42,203
Joint ventures     — — — —
      — — 42,203 42,203
The Group’s joint venture investment, AGS sold its business at 1 August 2009, realising a profit before tax for the Group of 
£200,000. As at 30 April 2010, AGS owes the Group £997,000 (2009: £1,071,000) which was fully provided against at 30 April 2010 
and 30 April 2009.
A list of the significant investments in joint ventures and subsidiaries is as follows: 
    Proportion of  
    shareholding  
  Country of Type of and voting  
Name of Company registration shares rights held Nature of business
Directly owned    
Systems Consultants Services Limited (SCS) England Ordinary 100% Technical consultancy
MASS Limited England Ordinary 100% Holding company of MASS Consultants Limited
SEA (Group) Limited (SEA) England Ordinary 100%  Holding company of Systems Engineering and 
Assessment Limited, Beckington Castle Limited 
and various dormant subsidiaries
Held through a subsidiary    
MASS Consultants Limited (MASS) England Ordinary 100%  Electronic warfare, managed services, secure 
communications and IT support services
Systems Engineering & Assessment Limited England Ordinary 100%  Deliverer of systems engineering, software and 
electronic engineering services and solutions to 
Defence, Space, Transport and Off-shore sectors
Beckington Castle Limited England Ordinary 100%  Property company holding freehold of 
Beckington Castle
Advanced Geospatial Solutions Limited (AGS)  England Ordinary 50%  Formerly 3D mapping technology (business of AGS 
sold 1 August 2009)
Digital Millennium Map LLP (DMM) England Ordinary 25% 2D digital mapping – in administration
DMM and AGS, which are both retained as investments of the Group, are not accounted for under the equity method of accounting 
as the Group ceased to have an active participation from 1 November 2006 and 30 April 2009 respectively. 
On 14 May 2010 the Group acquired 100% of the ordinary shares of Abacus EW Consultancy Limited through its subsidiary MASS 
Consultants Limited. Abacus EW is incorporated in England and carries on electronic warfare training services.
All shares held in subsidiaries and joint ventures are the same class and carry equal weighting to any shares held by 
other shareholders.
For information, the performance of DMM for the year ended 30 April 2010 was as follows:
        Year ended  Cumulative to 
        30 April 30 April  
        2010 2010 
        £’000 £’000
Unrecognised share of profit/(loss)       40 (268)
Revenues       164 2,540
Expenses       (5) (3,614)
Profit/(loss)       159 (1,074)
        2010 2009 
        £’000 £’000
Total assets       121 44
Total liabilities       (33) (3)
The Group has received and continues to receive a return on its original investment in DMM. 
   Annual Report and Accounts 2010  Cohort plc  45
Review of the Year Corporate Governance Financial Statements
13. Investment in subsidiaries and joint ventures (continued)
For information, the performance of AGS for the year ended 30 April 2010 was as follows:
        Year ended  Cumulative to 
        30 April 30 April  
        2010 2010 
        £’000 £’000
Unrecognised share of profit/(loss)       20 (590)
Revenues       — 889
Expenses       40 (2,069)
Profit/(loss)       40 (1,180)
        2010 2009 
        £’000 £’000
Total assets       5 28
Total liabilities       (1,144) (1,208)
AGS sold its business 1 August 2009. The Group retains its investment in AGS and may receive in the future further consideration 
in respect of the business disposal.
Company
The Company’s investments in subsidiaries are as follows:
        2010 2009 
        £’000 £’000
MASS       14,328 14,328
SCS       1,584 1,584
SEA       26,291 26,291
        42,203 42,203
14. Inventories
        2010 2009 
        £’000 £’000
Finished goods       440 359
The inventory at 30 April 2010 is after a stock provision of £227,000 (2009: £20,000). The stock provision includes £207,000 in 
respect of the offshore division of SEA, closed before the year-end. The offshore stock provision was charged as an exceptional 
item (see note 3).
15. Trade and other receivables
      Group  Company
       2009 
      2010 (restated) 2010 2009 
      £’000 £’000 £’000 £’000
Amounts due from subsidiary undertakings     — — 246 2,028
Trade receivables     15,418 16,082 — —
Amounts recoverable on contracts     6,171 5,218 — —
Prepayments and accrued income     1,248 1,138 73 39
      22,837 22,438 319 2,067
The Group trade receivables at 30 April 2009 have been reduced by £1,837,000 from £16,082,000 previously reported to 
£14,245,000 as a result of the write off of amounts recoverable on contracts at SCS which were recorded in error (see note 10). 
The average credit period taken on sales of goods is 50 days (2009: 52 days). Of the trade receivables balance, £4.2m was 
considered overdue at 30 April 2010 (2009: £3.3m). An allowance has been made for estimated recoverable amounts from the sale 
of goods and services of £104,000 (2009: £Nil). This allowance is determined by management’s best estimate, by reference to the 
particular receivables over which doubt may exist. None of the other trade and other receivables were past due.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The largest trade 
receivable to which the Group is exposed at 30 April 2010 is the MOD, with a balance outstanding of £4.2m (2009: £8.1m).
Trade receivables include £4.1m (2009: £1.1m) denominated in foreign currency. 46  Cohort plc  Annual Report and Accounts 2010
Notes to the Financial Statements continued
For the year ended 30 April 2010
16. Trade and other payables
      Group  Company
      2010 2009 2010 2009 
      £’000 £’000 £’000 £’000
Advance receipts     1,680 2,509 — —
Trade payables     8,372 7,623 50 55
Other payables     24 14 24 14
Social security and other taxes     2,123 2,499 44 15
Accruals     2,918 3,519 223 535
      15,117 16,164 341 619
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing contract costs. Advance 
receipts reflect invoicing ahead of work done in accordance with contracted terms. The average credit period taken for trade 
purchases is 26 days (2009: 47 days). 
Trade, other payables, taxes and accruals are all due for settlement within twelve months of the year-end, the majority within 
three months. The advance receipts will unwind over the next twelve months.
Social security and other taxes includes employment taxes and VAT .
The Directors consider that the carrying amount of trade payables approximates to their fair values. 
Total payable includes £1.5m (2009: £0.1m) denominated in foreign currency.
17. 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
      2010 2009 2010 2009 
      £’000 £’000 £’000 £’000
Other loans     — 32 — —
These borrowings are repayable as follows:
      Group  Company
      2010 2009 2010 2009 
      £’000 £’000 £’000 £’000
On demand or within one year     — 32 — —
In the second year     — — — —
      — 32 — —
Less: amounts due for settlement within twelve months (shown under current liabilities)  — (32) — —
Amount due for settlement after twelve months     — — — —
All borrowings are in sterling.
The weighted average interest rates paid were as follows:
        2010 2009 
        % %
Other loans       6.99 7.10
The Directors consider the carrying amount of other loans approximates to their fair values.  Annual Report and Accounts 2010  Cohort plc  47
Review of the Year Corporate Governance Financial Statements
18. Bank borrowings
      Group  Company
      2010 2009 2010 2009 
      £’000 £’000 £’000 £’000
Bank overdrafts     — — 3,091 13,199
Bank loans     3,615 3,782 3,000 3,000
      3,615 3,782 6,091 16,199
These borrowings are repayable as follows:
      Group  Company
      2010 2009 2010 2009 
      £’000 £’000 £’000 £’000
On demand or within one year     3,171 3,167 6,091 16,199
In the second year     130 171 — —
In the third to fifth years inclusive     258 302 — —
After five years     56 142 — —
      3,615 3,782 6,091 16,199
Less: amounts due for settlement within twelve months (shown under current liabilities)  (3,171) (3,167) (6,091) (16,199)
Amount due for settlement after twelve months     444 615 — —
All borrowings are in sterling and secured over all the fixed and floating assets of the Group.
The weighted average interest rates paid were as follows:
        2010 2009 
        % %
Bank overdrafts       — —
Bank loans       3.70 6.03
The bank overdrafts are repayable on demand. The Group operates a sterling current account offset facility. The interest rate 
applicable to the overdraft facility when drawn is at 2.25% (2009: 1.75%) above the Bank of England base rate.
The bank loans of the Group are as follows:
i.  £3.0m structured debt facility of 364 days with an option to term the loan out (fix the repayment period of the borrowing) 
for up to three years during the 364 day period, at a floating rate of 2.00% to 2.75% above LIBOR, fixed in advance on one 
to six month terms; and 
ii.  £0.6m in mortgages repayable over 15 years with completion dates of 26 February 2012 and 8 July 2017 for £0.1m and 
£0.5m respectively.
The interest rates on these mortgages are floating at 1.5% above LIBOR with £476,000 fixed via an interest rate swap at 6.38%.
The weighted average period until maturity of the fixed interest loan was six years and for the variable rate loans was one year .
At 30 April 2010, the Group had available £2.5m of undrawn committed overdraft facility and £7.0m of undrawn committed 
structured debt facility. The Directors consider the carrying amount of bank borrowings approximate their fair value.
The Group’s net funds at 30 April 2010 of £3.0m are all with RBS.
19. Provisions
      Onerous  Other  
  SEA MASS Withdrawal  lease  contract related  
  earn-out earn-out from AGS Restructuring commitment Warranty provisions Total 
Group £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 May 2008  4,672 500 — — — 101 677 5,950
Charged to the income statement  — — 210 — — 42 218 470
Adjustment to other intangible assets — (220) — — — — — (220)
Earn-out payment (4,672) — — — — — — (4,672)
At 1 May 2009 — 280 210 — — 143 895 1,528
Charged/(credited) to the income statement — — (66) 105 215 247 1,243 1,744
Utilised — — (122) — — (85) (320) (527)
Reclassification from trade and other payables — — — — — — 101 101
Earn-out payment — (280) — — — — — (280)
At 30 April 2010 — — 22 105 215 305 1,919 2,566
Provisions due less than one year — — 22 105 60 305 1,919 2,411
Provisions due greater than one year — — — — 155 — — 155
At 30 April 2010 — — 22 105 215 305 1,919 2,566
Provisions due less than one year — 280 210 — — 143 895 1,528
Provisions due greater than one year — — — — — — — —
At 30 April 2009 — 280 210 — — 143 895 1,528 48  Cohort plc  Annual Report and Accounts 2010
Notes to the Financial Statements continued
For the year ended 30 April 2010
19. Provisions (continued)
The balance at 1 May 2008 has been restated from £5,548,000 to £5,950,000 by a £402,000 increase in the set up on acquisition 
provision in respect of other contract related provisions acquired with SEA.
The SEA earn-out was earned in full and paid on 11 July 2008.
The MASS earn-out was in respect of the obligation of the Group to settle deferred consideration payable to the vendors of MASS 
on receiving certain overseas contracts as set out in the sale and purchase agreement pertaining to the acquisition. On 5 June 
2009, agreement was reached to pay the vendors of MASS £280,000 (after costs) in full settlement of the earn-out. The earn-out 
was paid on 11 June 2009.
The warranty provisions are management’s best estimates of the Group’s liability under warranties granted on software and other 
products supplied and is based upon past experience. The timing of such expenditure is uncertain although warranties generally 
have a time limit of no more than twelve months, unless a longer warranty period is purchased by the customer.
The other contract related provisions are management’s best estimate of the Group’s exposure to contract related costs and 
undertakings which are in addition to contract accruals. The timing of these is uncertain but expected to be resolved within 
twelve months of the balance sheet date. Other contract related provisions include property dilapidation provisions.
The restructuring provision is in respect of SCS and is expected to be utilised in the next twelve months.
The onerous lease commitment is in respect of MASS’s continuing lease obligations on its property in St Neots which it is vacating 
in the summer of 2010 to enter its new freehold property, Enterprise House. Plans to enter Enterprise House have been in place 
since November 2009 and the relocation is proceeding to plan.
The provisions do not include the Abacus EW earn out of up to £1.8m (see note 30) which was acquired after the year-end on 
14 May 2010.
       SEA MASS  
       earn-out earn-out Total 
Company      £’000 £’000 £’000
At 1 May 2008      4,672 500 5,172
Adjustment to other intangible assets      — (220) (220)
Earn-out payment      (4,672) — (4,672)
At 1 May 2009      — 280 280
Adjustment to other intangible assets       — — —
Earn-out payment      — (280) (280)
At 30 April 2010      — — —
At 30 April 2010:   
Provisions due less than one year      — — —
Provisions due greater than one year      — — —
       — — —
At 30 April 2009:   
Provisions due less than one year      — 280 280
Provisions due greater than one year      — — —
       — 280 280
20. Deferred tax
   Accelerated Other  Other short 
   tax intangible Revaluation term timing    
   depreciation assets of building differences Tax losses Derivatives Group 
   £’000 £,000 £’000 £’000 £’000 £’000 £’000
At 1 May 2008  43 — (649) 6 — — (600)
(Charge)/credit to the income statement  (283) — — 260 — (50) (73)
Credit to equity  — — — — — 19 19
At 1 May 2009  (240) — (649) 266 — (31) (654)
(Charge)/credit to the income statement  13 (177) — 271 467 65 639
Debit to equity  — — — — — (23) (23)
At 30 April 2010  (227) (177) (649) 537 467 11 (38)
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:
        2010 2009 
        £’000 £’000
Asset       1,015 266
Liability       (1,053) (920)
        (38) (654)  Annual Report and Accounts 2010  Cohort plc  49
Review of the Year Corporate Governance Financial Statements
20. Deferred tax (continued)
At the balance sheet date the Group had unused trading tax losses within its subsidiaries of £1.6m (2009: losses of £1.7m) 
available for offset against future profits and recognised as a deferred tax as at 30 April 2010 (not recognised at 30 April 2009 
due to uncertainty regarding recoverability of tax losses). These tax losses can all be carried forward indefinitely.
The deferred tax liability in respect of the revaluation of freehold building arose on the acquisition of SEA and is the potential tax 
liability payable on the revaluation gain in respect of the building with reference to its historical cost.
The Company’s deferred tax balance at 30 April 2010 was an asset of £4,000 (2009: £Nil) being in respect of other short-term 
timing differences.
21.	Derivative 	financial 	instruments
        2010 2009 
        £’000 £’000
Assets  
Foreign currency forward contracts       — 178
Interest rate swap       15 —
Deferred tax on interest rate swap (see note 20)       (4) —
        11 178
Liabilities  
Foreign currency forward contracts       (53) —
Interest rate swap       — (68)
Deferred tax on interest rate swap (see note 20)       — 19
        (53) (49)
Currency derivatives
The Group utilises forward currency contracts to hedge significant future transactions and cash flows. The Group is party 
to a number of foreign currency forward contracts in the management of its foreign exchange rate exposure.
The changes in total outstanding committed foreign currency forward contracts of the Group were as follows:
      2010  2009
      £’000 €’000 £’000 €’000
At forward exchange rates     
At 1 May     3,493 4,100 2,228 3,000
Transferred to the income statement in respect of matured contracts    (2,894) (3,350) (2,078) (2,800)
New contracts     10,771 12,279 3,343 3,900
At 30 April     11,370 13,029 3,493 4,100
Fair value adjustment     (53)  178 
At 30 April at closing spot rate     11,317  3,671 
As at 30 April, the maturity of the outstanding contracts was as follows:
      2010  2009
      £’000 €’000 £’000 €’000
Within one year     9,286 10,629 2,894 3,350
One to two years     1,437 1,650 599 750
Greater than two years     647 750 — —
      11,370 13,029 3,493 4,100
£231,000 has been charged to the income statement in respect of marking the outstanding contracts at 30 April 2010 (2009: credit of 
£47,000) to fair value with a corresponding adjustment to the fair value derivative financial instrument recognised in the balance 
sheet; a liability of £53,000 at 30 April 2010 (2009: asset of £178,000). This charge of £231,000 (as was the credit of £47,000 in 2009) 
was disclosed within the SEA adjusted operating profit in the segmental analysis (see note 1).
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 £476,000 (2009: £612,000) has fixed interest payments at a rate of 6.38% for periods up until 
August 2016.
The fair value of the swap entered into at 30 April 2010 is estimated at £491,000 (2009: £544,000). These amounts are based 
on market values of equivalent instruments at 30 April 2010.
This interest rate swap is designated and effective as a cash flow hedge. The change in fair value (£83,000) has been recognised 
as a credit to equity with a corresponding debit to derivative financial instruments. The balance sheet at 30 April 2010 contained 
a debit balance of £15,000 (2009: credit balance of £68,000) in respect of derivative financial instruments.  50  Cohort plc  Annual Report and Accounts 2010
Notes to the Financial Statements continued
For the year ended 30 April 2010
22. Share capital
        2010 2009 
        Number Number
Allotted, called up and fully paid 10p ordinary shares       40,786,788 40,590,943
Movement in allotted, called up and fully paid 10 pence ordinary shares:
         Number
At 1 May 2008        40,456,417
Share options exercised        134,526
At 1 May 2009        40,590,943
Share options exercised        195,845
At 30 April 2010        40,786,788
The following share options were unexercised at 30 April 2010:
  Options over  Option 
  10p ordinary  (exercise)  
  Date of  shares Price Exercise 
Description of option grant Number £ period
Cohort plc 2006 Share option scheme 8 March 2006 136,178 1.230 9 March 2009 to 8 March 2016
  10 July 2006 42,554 1.410 10 July 2009 to 9 July 2016
  25 January 2007 19,337 1.810 25 January 2010 to 24 January 2017
  19 February 2007 215,475 1.770 20 February 2010 to 19 February 2017
  21 August 2007 76,525 1.660 22 August 2010 to 21 August 2017
  11 July 2008 423,199 1.890 12 July 2011 to 11 July 2018
  5 August 2009 517,199 1.715 6 August 2012 to 5 August 2009
   1,430,467  
Save as you earn (SAYE) scheme 5 May 2006 71,724 1.23 
  26 January 2007 147,164 1.45 
  12 February 2008 349,914 1.33 
  18 August 2009 310,237 1.38 
   879,039  
   2,309,506  
23. Reserves
        Profit  
        and loss Total 
     Share Share  account reserves 
     premium option Hedge (restated –   (restated –  
     account reserve reserve note 10) note 10) 
Group    £’000 £’000 £’000 £’000 £’000
At 1 May 2008    29,158 200 — 7,439 36,797
Share options exercised    139 — — — 139
Equity dividends    — — — (627) (627)
Cash flow hedges – losses taken to equity (net of tax)    — — (49) — (49)
Share-based payments    — 184 — — 184
Transfer of share option reserve on vesting of options    — (118) — 118 —
Profit for the year (see note below)    — — — 3,759 3,759
At 1 May 2009    29,297 266 (49) 10,689 40,203
Share options exercised    222 — — — 222
Equity dividends    — — — (754) (754)
Cash flow hedges – losses taken to equity (net of tax)    — — 60 — 60
Share-based payments    — 259 — — 259
Transfer of share option reserve on vesting of options    — (146) — 146 —
Profit for the year    — — — 2,291 2,291
At 30 April 2010    29,519 379 11 12,372 42,281
The profit for the year ended 30 April 2009 has been restated for the overstatement at SCS (note 10), profit for the year being reduced 
from £5,082,000 to £3,759,000 by a reduction of profit before tax (£1,837,000) less a reduction in the tax charge in respect of this 
adjustment (£514,000).  Annual Report and Accounts 2010  Cohort plc  51
Review of the Year Corporate Governance Financial Statements
23. Reserves (continued)
      Share  Share Profit   
      premium option and loss Total 
      account reserve account reserves 
Company     £’000 £’000 £’000 £’000
At 1 May 2008     29,158 21 80 29,259
Share options exercised      139 — — 139
Equity dividends     — — (627) (627)
Share-based payments     — 12 — 12
Transfer of share option reserve on vesting of options     — (16) 16 —
Profit for the year     — — 552 552
At 1 May 2009     29,297 17 21 29,335
Share options exercised     222 — — 222
Equity dividends     — — (754) (754)
Share-based payments     — 20 — 20
Transfer of share option reserve on vesting of options     — (9) 9 —
Profit for the year     — — 3,209 3,209
At 30 April 2010     29,519 28 2,485 32,032
24. Net cash generated from operating activities
      Group  Company
       2009 
       (restated –  
      2010 note 10) 2010 2009 
      £’000 £’000 £’000 £’000
Profit for the year     2,291 3,759 3,209 552
Adjustments for:   
Share of results of joint ventures     — 224 — —
Tax expense/(credit)     457 858 (10) (148)
Depreciation of property, plant and equipment     557 563 6 1
Amortisation of other intangible assets     595 540 — —
Net finance cost     142 208 121 167
Share-based payment     259 184 20 12
Derivative financial instruments     231 (47) — —
Increase in provisions     1,318 612 — —
Operating cash flows before movements in working capital     5,850 6,901 3,346 584
Increase in inventories     (288) (213) — —
(Increase)/decrease in receivables     (399) (2,247) 1,414 594
(Decrease)/increase in payables     (736) 3,541 62 (99)
      (1,423) 1,081 1,476 495
Cash generated from operations     4,427 7,982 4,822 1,079
Tax paid     (286) (408) — —
Interest paid     (180) (303) (137) (245)
Net cash generated from operating activities     3,961 7,271 4,685 834
25. Commitments
There were £328,000 of capital commitments at 30 April 2010 (2009: £Nil). These were mainly in respect of the refurbishment 
of Enterprise House, MASS’s new facility in St Neots.
26. Operating lease arrangements
        2010 2009 
Group       £’000 £’000
Minimum lease payments under operating leases recognised as an expense in the year:  
– land and buildings       1,080 759
– other       147 151
        1,227 910 52  Cohort plc  Annual Report and Accounts 2010
Notes to the Financial Statements continued
For the year ended 30 April 2010
26. Operating lease arrangements (continued)
At 30 April 2010 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases which fall due as follows:
        2010 2009 
        £’000 £’000
Land and buildings:  
– leases which expire within one year       35 33
– leases which expire in the second to fifth year inclusive       637 796
– leases which expire after five years       3,874 2,995
        4,546 3,824
Other:  
– leases which expire within one year       29 16
– leases which expire in the second to fifth year inclusive       223 76
– leases which expire after five years       — 202
        252 294
        4,798 4,118
Significant leasing arrangements held by the Group are in respect of its operating facilities in St Neots, Lincoln, Bristol, Theale and 
Henley-on-Thames.
The lease on MASS’s current operating property in St Neots (Grove House) is £67,200 per annum and is due to cease on 31 May 2013. 
MASS is due to enter their new freehold property (Enterprise House) which was purchased in the final quarter of 2009 and has 
since been refurbished, in the Summer of 2010.
In respect of all the Group’s operating leases (including the Company’s), there is no contingent rent payable, no escalation clauses 
and no restrictions for further leasing or restrictions on the Group’s ability to access debt or pay dividends.
None of the significant operating leases entered into by the Group have any renewal or purchase options.
        2010 2009 
Company       £’000 £’000
Minimum lease payments under operating leases recognised as an expense in the year:  
– land and buildings       79 73
At 30 April 2010 the Company had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases which fall due as follows:
        2010 2009 
        £’000 £’000
Land and buildings:  
– leases which expire within one year       26 23
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.
      2010  2009
       Weighted  Weighted 
       average  average 
       exercise  exercise 
       price  price 
      Options £ Options £
Outstanding at 1 May     2,010,783 1.56 1,678,769 1.40
Granted during the year     980,700 1.59 575,014 1.89
Forfeited during the year     (480,978) 1.67 (108,474) 1.41
Exercised during the year     (195,845) 1.23 (134,526) 1.13
Expired during the year     (5,100) 1.23 — —
Outstanding at 30 April     2,309,560 1.58 2,010,783 1.56
Exercisable at 30 April     504,247 1.54 242,660 1.26
The weighted average share price at the date of exercise for share options exercised during the year was £1.72 (2009: £1.60). 
The options outstanding at 30 April 2010 had a weighted average exercise price of £1.58 (2009: £1.56) and a weighted average 
remaining contractual life of six years (2009: six years).
In the year ended 30 April 2010, options were granted as follows: 617,777 on 5 August 2009 and 362,923 on 18 August 2009. The fair 
value of the options granted on those dates were £1.715 and £1.38 respectively. In the year ended 30 April 2009, 575,014 options 
were granted on 11 July 2008 at a fair value on that date of £1.89 per option.  Annual Report and Accounts 2010  Cohort plc  53
Review of the Year Corporate Governance Financial Statements
27. Share-based payments (continued)
The inputs into the Quoted Companies Alliance model, a Black Scholes based binominal model, are as follows:
       2010  2009
Weighted average share price     £1.43 £1.82
Weighted average exercise price     £1.58 £1.56
Expected volatility     20% – 38% 20%
Risk free rate     2.91% – 5.75% 2.91% – 5.75%
Leaver rate (per annum)     6.5% – 10.0%  6.5%
Dividend yield     0.26% – 0.62% 0.26% – 0.33%
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 £259,000 (2009: £184,000) relating to share-based payment transactions which are all equity 
settled, an equivalent amount being transferred to the share option reserve (see note 23).
28. Pension commitments
The Group makes contributions to defined contribution stakeholder pension schemes. The contributions for the year of £1,585,000 
(2009: £1,326,000) were charged to the income statement. Contributions outstanding at 30 April 2010 were £153,000 (2009: £195,000).
29. Related party transactions
Transactions between the Company and its subsidiaries are as follows:
       Management Dividends Group relief 
       fees received received from surrendered to 
       from subsidiaries subsidiaries subsidiaries 
       £’000 £’000 £’000
2010      1,200 3,300 23
2009      800 1,000 148
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)    
2010     — — — (196)
2009     — — — (67)
Digital Millennium Map LLP (DMM)    
2010     — — (26) —
2009     — — (30) (42)
The change in the loans, current accounts and sales ledgers reflects purchases, sales and support costs to the related party undertakings 
less any receipts received.
The relationships are described as follows:
A  AGS – the interest in which is owned by SCS, a 50% joint venture. From 1 May 2009 this has been accounted for as an investment, 
the Group no longer having an active participation in this entity.
A  DMM – the interest in which is owned by SCS, 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 is expected to have no significant transactions with either AGS or DMM.
The Group had 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. SCS vacated the Court House on 31 March 2010 with its lease 
commitment ceasing at that point. The Group’s dilapidation obligations in respect of the Court House are still to be determined 
and an estimate has been provided for at 30 April 2010. The transactions with Directors of the Company are disclosed in the 
Remuneration & Appointments Committee Report on pages 26 to 28.  54  Cohort plc  Annual Report and Accounts 2010
 Notes to the Financial Statements continued
For the year ended 30 April 2010
29. Related party transactions (continued)
During the year ended 30 April 2010, the Directors of Cohort plc received dividends from the Company as follows:
        2010 2009 
        £ £
S Carter       197,076 165,009
N Prest       38,325 32,001
A Thomis       616 345
Sir Robert Walmsley       378 277
S Walther       403 155
        236,798 197,787
Further details of the remuneration of the Directors are set out in the Remuneration & Appointments Committee Report 
(pages 26 to 28).
The aggregate remuneration details of the key management of the Group were as follows:
        2010 2009 
        £ £
Salary (including any allowances, benefits and employers NI)       943,749 1,074,792
Employers pension contribution       22,299 23,942
Long-term benefits       — —
Termination payments or benefits       30,000 119,254
Share option cost       37,073 37,432
        1,033,121 1,255,420
The key management of the Group is the Board of Cohort plc plus the Managing Director of each subsidiary.
30. Post balance sheet events
On 14 May 2010 the Group’s subsidiary, MASS Consultants Limited completed the acquisition of the entire share capital of Abacus 
EW Consultancy Limited for an initial cash consideration of £1.0m and deferred cash consideration of up to £1.8m payable over 
three years from completion according to the performance of Abacus EW over the three year period to 30 April 2013.
At the time of publishing this Annual Report, the completion accounts have not been finalised and the estimated details of the 
transaction are as follows:
A  Costs of acquisition of £100,000. £75,000 of acquisition costs have been charged as an exceptional item for the year ended 
30 April 2010 in respect of this acquisition in accordance with IFRS 3 (Revised).
A Acquired net assets, including cash of £22,000.
A  Other intangible assets of just under £2.9m to be written off over two to three years depending upon the respective lives 
of each other intangible asset. Other intangible assets comprises acquired contracts, intellectual property rights in respect 
of software and key employees. 
A  The goodwill of £29,000 (before deferred tax liability) is not to be amortised but tested annually for impairment in future periods.
A  Deferred tax liability of approximately £800,000 in respect of the other intangible asset to be recognised on acquisition and 
accounted for as part of the acquired goodwill.
Abacus EW will be reported as part of the Group’s MASS segment in future reporting periods and its accounting year-end has been 
aligned with the Group’s at 30 April.
31. Contingent liabilities
At 30 April 2010 the Group has in place as advance payment guarantee of £175,000 (2009: £Nil) with RBS. This guarantee was 
in respect of SCS’s new leased property, Arlington House.  Annual Report and Accounts 2010  Cohort plc  55
Review of the Year Corporate Governance Financial Statements
Accounting Policies
Basis of accounting
Both the parent company financial statements and the Group financial statements have been prepared and approved by the Directors 
in accordance with International Financial Reporting Standards as adopted by the EU (Adopted IFRSs). On publishing the parent 
company financial statements here together with the Group financial statements, the Company is taking advantage of the exemption 
in s408 of the Companies Act 2006 not to present its individual income statement and related notes that form part of these approved 
financial statements.
As highlighted in note 18 to the financial statements, the Company meets its day to day working capital requirements through an 
offsetting facility which is due for renewal in October 2010. Both the current economic conditions and strategic defence review 
create uncertainty particularly over (a) the level of demand for the Group’s products; (b) the exchange rate between sterling and 
Euro and thus the consequence for certain long term contracts; and (c) the availability of bank finance in the foreseeable future.
The Company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that 
the Company should be able to operate within the level of its current facility. The Company will open renewal negotiations with 
the bank in due course and has at this stage not sought any written commitment that the facility will be renewed. However, 
the Company has held discussion with its bankers about its future borrowing needs and no matters have been drawn to its 
attention to suggest that renewal may not be forthcoming on acceptable terms.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence 
for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements.
Further information regarding the Company’s business activities, together with the factors likely to affect its future development, 
performance and position is set out in the Business Review on pages 12 to 17. The financial position of the Company, its cash flows, 
liquidity position and borrowing facilities are described in the Financial Directors’ Review on pages 6 to 11. 
In addition the Finance Director’s Review of the financial statements includes the Company’s objectives, policies and processes 
for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; 
and its exposures to credit risk and liquidity risk.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings made 
up to 30 April 2010. Subsidiaries acquired during the year are consolidated from the date of acquisition, using the purchase method 
(see business combinations below).
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line 
with those used by the Group. This is necessary as the Group’s subsidiaries continue to prepare statutory financial statements in 
accordance with UK GAAP . 
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
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 acquired subsidiary. As from 1 May 2009, the costs of acquisition have been 
charged to the Group income statement as an exceptional item in accordance with IFRS 3 (Revised).
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 intangible assets, assets, liabilities and contingent 
liabilities recognised. If, after reassessment, which is a point in time greater than twelve months after the completion date, the 
Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds or is below 
the cost of the business combination, the excess or shortfall is recognised immediately in the income statement.
Adjustments to the provisional value of assets and liabilities acquired in a business combination when the final values have 
become known within twelve months are adjusted as if the accounting had been completed at the acquisition date and the 
comparative information for prior periods is restated accordingly.
Any change in consideration, where previously estimated, is immediately recognised as an exceptional item in the income statement. 56  Cohort plc  Annual Report and Accounts 2010
Accounting Policies continued
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 intangible assets, 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 as an exceptional item and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s subsidiaries as appropriate. Subsidiaries 
(cash generating units) to which goodwill has been allocated are tested for impairment annually, or more frequently when there 
is an indication that the unit may be impaired. If the recoverable amount of the subsidiary is less than the carrying amount of 
the subsidiary, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the subsidiary 
and then to the other assets of the subsidiary pro rata on the basis of the carrying amount of each asset in the subsidiary. 
An impairment loss recognised for goodwill is not reversed in a subsequent period. 
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the 
determination of the profit or loss on disposal. 
Revenue recognition
Revenue is recognised at the fair value of the consideration received or receivable for the provision of goods and services, 
excluding discounts, VAT and other sales related taxes. 
Sales of goods are recognised when goods are delivered and title has passed.
Revenue from contracts is recognised as the activity progresses to reflect the partial performance of contractual obligations. 
In the case of long-term contracts, revenue is recognised appropriate to the stage of completion when the outcome of the 
contract can be assessed with reasonable certainty.
In most cases, revenue for the Group is based upon costs incurred with appropriate contingency applied where key deliverables 
have not yet been achieved.
Profit recognition on contracts generally follows revenue recognition with appropriate prudence applied to take account of contract 
cost to complete, risks and uncertainties.
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. 
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. 
In order to hedge its exposure to certain foreign exchange risks, the Group enters into forward contracts (see page 60 for details 
of the Group’s Accounting Policies in respect of such derivative financial instruments).
Borrowing costs
All borrowing costs are recognised in the income statement in the period in which they are incurred unless, where appropriate, 
interest costs are capitalised into assets, fixed and current.  Annual Report and Accounts 2010  Cohort plc  57
Review of the Year Corporate Governance Financial Statements
Taxation
The tax expense represents the sum of the tax currently payable and the deferred tax expense or credit.
The tax currently payable is based on taxable profit for the year . Taxable profit differs from net profit as reported in the income 
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been 
enacted or substantively enacted by the balance sheet date. 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities 
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using 
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and 
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible 
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the 
initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities 
in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, 
and interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is 
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer 
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset 
is realised. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited 
directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current 
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current 
tax assets and liabilities on a net basis. 
Pension contributions
Payments are made to the Company’s stakeholder pension schemes, all defined contribution schemes. Amounts are charged to the 
income statement as incurred.
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the 
balance sheet at their fair value at the date of acquisition, plus any subsequent cost, less any subsequent accumulated 
depreciation and subsequent accumulated impairment losses. 
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, 
over their estimated useful lives, using the straight line method, on the following bases:
Buildings   2% – 4%  
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:
A  an asset is created that can be identified (such as software and new processes) and is technically and commercially feasible; 
A  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
A  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.  58  Cohort plc  Annual Report and Accounts 2010
 Accounting Policies continued
Intangible assets
Intangible assets are recognised in respect of contracts, intellectual property rights and other measurable intangibles arising 
on business combinations. The value of these intangible assets is determined by the estimated value to the Group going forward 
and the intangible assets are written off on a straight line basis over the estimated useful life.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether 
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount 
of the asset is estimated in order to determine the extent of the impairment (if any). An intangible asset with an indefinite useful 
life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future 
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time 
value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or subsidiary) is estimated to be less than its carrying amount, the carrying amount of the 
asset (subsidiary) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the 
relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 
Where an impairment loss subsequently reverses, the carrying amount of the asset (subsidiary) is increased to the revised estimate 
of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been 
determined had no impairment loss been recognised for the asset (subsidiary) in prior years. A reversal of an impairment loss is 
recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the 
impairment loss is treated as a revaluation increase.
Share-based payments
The Group has applied the requirements of IFRS 2 ‘Share-based Payments’. In accordance with the transitional provisions, IFRS 2 
has been applied to all grants of equity instruments after 7 November 2002 that were unvested as of 1 May 2006.
The Group issues equity-settled and cash-settled share-based payments to certain employees. Equity-settled share-based payments 
are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined 
at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period based on the 
Group’s estimate of shares that will eventually vest and adjusted for the non market-based vesting conditions.
Fair value is measured by use of the Quoted Companies Alliance binomial model. The expected life used in the models has been adjusted, 
based on management’s best estimate, for the effect of non-transferability , exercise restrictions and behavioural considerations.
A liability equal to the portion of the goods and services received is recognised at the current fair value determined at each 
balance sheet date for cash-settled, share-based payments.
The cost of share-based payments is charged to the income statement with a corresponding credit applied to the share option 
reserve. The appropriate element of the reserve is transferred to the retained profit of the Group when the share options to 
which the reserve relates vest.
Exceptional items
Cohort’s trade is the provision of technical advice and support, and the design, development and manufacture of niche products. 
As part of its operations, the Group may dispose of or recognise impairment of subsidiaries, or significant parts of subsidiaries, 
associates (including joint ventures and investments) and fixed assets as well as other significant non-trading transactions including 
significant restructuring costs, either as part of continuing operations or discontinued operations.
These items form part of the Group’s operating activities and are reported in arriving at the Group’s profit from operations, however , 
management does not consider these items to be part of trading activities. The gains or losses on such items can be significant and 
arise in different reporting periods and would consequently have a material impact upon the absolute amount of and trend in the 
Group’s trading profit from operations.
Any gains or losses (including transaction costs) on these non-trading items are disclosed as a separate line item (in aggregate) 
in the income statement with analysis in a note to the accounts.
Significant	estimates	and	judgements
The preparation of the financial statements requires management to make estimates and judgements that affect the reported 
amounts of assets, liabilities, revenue and expenses, some of which are difficult, complex, or subjective. For this reason actual 
results could differ from estimates and this might have a material impact on our results.
Management has identified the following areas where critical assumptions or estimates are made:  Annual Report and Accounts 2010  Cohort plc  59
Review of the Year Corporate Governance Financial Statements
Significant	estimates	and	judgements	(continued)
Revenue and profit recognition on long-term contracts
The Group applies a consistent process to accounting for revenue and profit recognition on long-term contracts. In making these 
estimates and judgements, management relies on underlying processes and procedures and makes use of internal and external 
expert resource in arriving at the final accounting estimate or judgement. These balances are regularly reviewed to ensure the 
value is appropriate. The sensitivity in applying these judgements is broad with estimates usually being contract specific.
Acquisition of intangibles
Intangibles other than goodwill that are obtained through acquisition are capitalised on the balance sheet. These intangibles are valued 
on acquisition using a discounted cash flow methodology which depends on future assumptions about the revenue from contracts, 
prices and costs and on the Group’s cost of capital. These assumptions reflect management’s best estimates but depend on inherent 
uncertainties which may not be within the control of management.
Recoverability of goodwill
We have significant goodwill balances the life of which we consider to be indefinite. We assess annually the recoverability of the 
balance, or more frequently in the event of an occurrence indicating impairment. The assessment involves comparing the carrying 
amount of the asset with its recoverable amount, which is typically its value in use. Value in use is determined using discounted 
cash flow techniques that involve the estimation of future cash flows over a long period and an appropriate discount rate to apply .
Future cash flows are estimated based on historical experience, internal estimates and data from external sources. Such estimates 
are subject to change as a result of changes in economic and competitive conditions. Higher estimates of future cash flows will increase 
the value in use of goodwill, but lower estimates of cash flows will reduce the value in use and increase the risk of impairment.
Discount rates (weighted average cost of capital) are applied to the cash flows to arrive at the value in use. An increase in the discount 
rate will reduce the value in use of the goodwill, and therefore increases the risk of the value in use falling below the carrying value 
and resulting in the requirement for an impairment provision. A reduction in the discount rate decreases the likelihood of impairment.
Future changes in interest rates, the premium that markets place on equity investments relative to risk free rates and the specific 
assessment of the capital markets as to our risk relative to other companies can affect our discount rate. Increases in interest rates 
or the risk premiums applied by capital markets would result in an increase in our discount rate and vice versa. These factors are 
largely outside our control or ability to predict and can therefore have a significant impact on the estimated fair value of goodwill.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost of finished goods and work in progress includes overheads 
appropriate to the stage of manufacture. Net realisable value is based upon estimated selling price less further cost expected to 
be incurred to completion and disposal. Provision is made for obsolete and slow-moving items.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group 
will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required 
to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material. 
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the 
contractual provisions of the instrument.
Trade and other 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. 
Long-term contracts are assessed on a contract by contract basis and reflected in the profit and loss account by recording revenue 
and related costs as contract activity progresses. Revenue is ascertained in a manner appropriate to the stage of completion of the 
contract, and credit taken for profit earned to date when the outcome of the contract can be assessed with reasonable certainty . 
The amount by which revenue exceeds payments on account is classified as ‘amounts recoverable on contracts’ and included within 
trade and other receivables; to the extent that payments on account exceed relevant revenue, the excess is included as an advance 
receipt within trade and other payables. The amount of long-term contracts, at cost net of amounts transferred to cost of sales, 
less provision for foreseeable losses and payments on account not matched with revenue, is included within trade and other receivables 
as amounts recoverable on contracts.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and on-demand deposits, and other short-term highly liquid investments that are 
readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Deposits included within 
cash and cash equivalents have less than three months to maturity. 60  Cohort plc  Annual Report and Accounts 2010
Accounting Policies continued
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. 
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. 
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, 
including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis in the 
income statement using the effective interest rate method and are disclosed within accruals to the extent they are not settled 
in the period, unless the loan terms provide for the interest to be added to the principal, in which case the interest is added 
to the carrying amount of the instrument to which it pertains.
Trade payables
Trade payables are initially measured at fair value. 
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Derivative	financial	instruments	and	hedge	accounting
The Group’s activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates. The Group 
uses foreign exchange forward contracts and interest rate swap contracts to hedge these exposures. The Group does not use derivative 
financial instruments for speculative purposes.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are 
recognised directly in equity and the ineffective portion is recognised immediately in the income statement. If the cash flow hedge 
of a firm commitment or forecasted transaction results in the recognition of an asset or a liability , then, at the time the asset or 
liability is recognised, the associated gains or losses on the derivative that had previously been recognised in equity are included 
in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts 
deferred in equity are recognised in the income statement in the same period in which the hedged item affects net income.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income 
statement as they arise.
Joint ventures
The Group accounts for joint ventures where it has a participating interest using the equity method of accounting and discloses 
the net investment in non-current assets.
Where the investment in a joint venture is negative, the negative investment, to the extent it is a liability of the Group is offset 
against any trade and other receivables held by the Group in respect of that joint venture.
The Group accounts for joint ventures in which it no longer has a participating interest by recognising any investment and assets 
or liabilities due to or from the Group.
Standards	and	interpretations	issued	at	30	 April	2010	not	applied	to	these	financial	statements
The following changes and amendments to IFRS that have not been reflected in these financial statements and are likely to have 
an impact on the Group in the future:
Impact on the Group
Standard  Timing  Effect Financial effect 
IFRS 9 ‘Financial  First apply to year First of 3 phases to replace IAS 39: ‘Financial No financial impact. May require 
Instruments’ ended 30 April 2014.  Covenants: Recognition and Measurement’.  further disclosure but Group has 
  Early adoption permitted  Plan is for all of IAS 39 to be replaced during  few financial assets 
2010 by extending IFRS 9. It simplifies the  
categories of financial asset classification relating  
it to the cash flow characteristics of the asset 
The above standard will not apply to the Group’s interim statement for six months ended 31 October 2011 to be published in 
December 2011.
A number of other standard amendments and IFRICs (International Financial Reporting Interpretation Committee) have been issued 
and are yet to be applied by the Group.
As discussed elsewhere the Group has adopted IFRS 3 (Revised) ‘Business Combinations and amendments to IAS 27’ early, applying 
these standards from 1 May 2009.  Advisers
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
KPMG Audit Plc 
Chartered Accountants
Arlington Business Park 
Theale 
Reading RG7 4SD 
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
Shareholders’ Enquiries
If you have an enquiry about the Company’s business, or about something affecting you as a shareholder (other than queries which 
are dealt with by the Registrar), you should contact the Company Secretary by letter to the Company’s registered office or by e-mail 
to info@cohortplc.com.
Share Register
Capita Registrars maintain the register of members of the Company.
If you have any questions about your personal holding of the Company’s shares, please contact:
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 
Tel:  0870 162 3100 (for calls within the UK) 
+44 20 8639 2157 (for calls from overseas)
If you change your name or address or if details on the envelope enclosing this Report, including your postcode, are incorrect 
or incomplete, please notify the Registrars in writing.
Daily Share Price Listings
The Financial Times – AIM, Aerospace and defence 
The Times – Engineering 
Daily Telegraph – AIM section
Financial Calendar
Annual General Meeting  2 September 2010 
Final dividend payable  8 September 2010
Expected announcement of results for the year ending 30 April 2011:
Half year announcement  December 2010 
Full year preliminary announcement  June 2011
Registered Office
Cohort plc 
Arlington House  
1025 Arlington Business Park  
Theale  
Reading RG7 4SA
Shareholder Information and Financial Calendar 
_1_cover.indd   2 28/07/2010   11:34:18 Cohort plc
Arlington House  
1025 Arlington Business Park  
Theale  
Reading RG7 4SA
www.cohortplc.com
Cohort plc Annual Report and Accounts 2010
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