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Woodspeen Training Group Plc (WSTP)

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Wednesday 24 April, 2013

Woodspeen Training Group Plc

Unaudited Interim Statement – Six Months to 3...


24 APRIL 2013

                     WOODSPEEN TRAINING PLC - TICKER WSTP                      

  WOODSPEEN TRAINING GROUP PLC ("Woodspeen" or "the Company" or "the Group"))  

         Unaudited Interim Statement - Six Months to 31 January 2013.          

This unaudited Interim Statement has not been reviewed or audited by BDO LLP,
the Company's Auditors.

CHIEF EXECUTIVE'S STATEMENT

I am pleased to report to you on the Group's results  for the six month period to 31 January 
2013.

During the last financial reporting  period the Company  changed  its  accounting  reference 
date and extended its reporting  year end to 31 July. The comparatives presented are for the 
six months to 31 March 2012, the closest previously reported interim period.

Business overview

The Group operates through  two divisions, Vocational Training and Skills  Training. Funding 
for both is primarily through a  single direct contract held with the Skills  Funding Agency 
(SFA).

Vocational Training programmes  comprise  pre-apprenticeship  and  apprenticeship  training, 
predominantly delivered to younger learners (aged 16-18).

Skills  Training   programmes  comprise  basic  skills  such  as  Maths,  English,  and  ICT 
predominantly delivered to unemployed adult learners.

Government policies towards the funding of training programmes, the availability of learners 
and the existence of suitable employment opportunities
are key drivers of the Group's success.

Performance during the period under review

Group operating loss before amortisation of acquired intangible assets of £
26,000 (2012 £118,337) is as follows:


                                          Six Months                            Six Months
                                       31 January 2013                        31 March 2012
                                                                                              
                                       Operating                             Operating        
                                         Profit/                               Profit/        
                          Revenue         (Loss)  Margin        Revenue         (Loss)  Margin
                                                                                              
                                £              £       %              £              £       %
                                                                                              
Vocational              1,474,867         1,035      0.1      1,733,672        22,571      1.3
Training                                                                                      
                                                                                              
Skills Training           591,000         1,137      0.2        542,920      (119,333)       -
                                                                                              
                   -------------- --------------         -------------- --------------        
                                                                                              
Total for segments      2,065,867         2,172               2,276,662       (97,362)        
                                                                                              
Group items:                                                                                  
                                                                                              
Unallocated                                                                                   
central                                                                                       
                                                                                              
costs                                  (154,726)                             (164,347)        
                                                                                              
                   -------------- --------------         -------------- --------------        
                                                                                              
                        2,065,867      (152,554)              2,276,662      (261,709)        
                                                                                              
                         ========       ========               ========       ========        

The Group's performance for the period has been in line with the Board's
expectations in both Vocational and Skills Training.

The operating environment has remained very challenging.

Vocational Training

Securing employment for the much publicised NEET (Not in Employment, Education or Training)
population comprising 16-18 year  olds (young learner) and  19-24  year  olds (young  adult 
learner) remains difficult. Reduced employment opportunities coupled  with  employers' high 
entry level skills expectations of learners underpins the mismatch between  learner  supply 
and employer demand. In a  nationally  declining  market  for  young  apprentices,  learner 
volumes have been maintained across these key age groups over the period as a result of the
Group's strategy to invest in  business  development  and  learner  support. However  costs 
associated with this strategy continue to bear down on operating margins.

The number of apprenticeship learners enrolled on Woodspeen programmes is summarised below:

                                                  31 January      31 July
In Learning                                             2013         2012
                                                                         
16 - 18 learners                                         366          387
                                                                         
19 - 24 learners                                         246          224
                                                                         
                                                ------------ ------------
                                                                         
                                                         612          611
                                                                         
25+ learners                                             240          289
                                                                         
                                                ------------ ------------
                                                                         
Total                                                    852          900
                                                                         
                                                     =======      =======

The Government recognises the scale of the problem and  the recent announcement of  a  new 
pre-employment `Traineeship' programme  is  an  important  step  towards  addressing  this
 challenge. Whilst important details are yet to emerge including, critically, how  funding 
will  be  made  available, the  objective  is  to  help  equip  young  learners  with  the 
employability skills necessary to bridge the gap between leaving school and gaining  first 
employment. We welcome this  initiative  and  have  already  commenced  planning  for  the 
programme, scheduled to commence later this year, as details are finalised.

The 25+ age group is not a government funding priority and as a result the Group has  been 
reducing its exposure to this age group.

Skills Training

During the period, the Group has switched  over  80%  of  its  funding  for  basic  skills 
programmes to direct contract. This is  in  line  with  Group  strategy  to  hold  funding 
contracts directly. There may be scope to increase this further and the Group may seek  to 
increase its direct funding whilst maintaining an appropriate  degree  of  flexibility  to 
respond quickly to changing demand patterns.

Outlook

The medium term outlook remains bleak. With no signs of improvement in  the  macroeconomic
or employment environments, trading performance in the second half  is  unlikely  to  show 
improvement over the first half and conditions may deteriorate further before they improve.
The sector is in what is likely to be a prolonged period  of  rationalisation. The  recent 
announcement by Pearson that it is exiting  the  sector  together  with  news  of  smaller 
providers that are withdrawing from the sector underlines the scale  of  change  underway. 
Rationalisation within the sector will create opportunities  for  the  Group  to  increase 
scale through acquisition over the longer term. In the immediate term we remain resolutely
focused on seizing organic revenue growth opportunities, controlling  our  cost  base  and 
managing cash.

Si Hussain
Chief Executive

24 April 2013



WOODSPEEN TRAINING GROUP PLC
UNAUDITED CONSOLIDATED INCOME STATEMENT
PERIOD TO 31 JANUARY 2013

                              Notes        6 Months        6 Months       16 Months
                                            January           March            July
                                               2013            2012            2012
                                          Unaudited       Unaudited         Audited
                                                  £               £               £
                                                                                   
Revenue                       2          2,065,867       2,276,662       6,547,870 
                                                                                   
Cost of sales                           (1,356,949)     (1,649,601)     (4,487,702)
                                                                                   
                                    --------------- --------------- ---------------
                                                                                   
Gross profit                               708,918         627,061       2,060,168 
                                                                                   
Administrative expenses                   (887,472)     (1,007,107)     (3,504,368)
                                                                                   
                                    --------------- --------------- ---------------
                                                                                   
Loss from operations          2           (178,554)       (380,046)     (1,444,200)
                                                                                   
Analysed as:                                                                       
                                                                                   
Loss from operations before                                                        
amortisation                                                                       
                                                                                   
and impairment intangible                 (152,554)       (261,709)       (164,397)
assets                                                                             
                                                                                   
Amortisation intangibles -                                                         
customer contracts                                                                 
                                                                                   
acquired on acquisition                    (26,000)       (118,337)       (279,803)
                                                                                   
Exceptional item                                 -                -     (1,000,000)
                                                                                   
                                    --------------- --------------- ---------------
                                                                                   
                                          (178,554)       (380,046)     (1,444,200)
                                                                                   
                                    --------------- --------------- ---------------
                                                                                   
Finance revenue                             12,659          11,927          28,630 
                                                                                   
                                    --------------- --------------- ---------------
                                                                                   
Loss before taxation          2           (165,895)       (368,119)     (1,415,570)
                                                                                   
Tax (expense)/credit                        (3,272)         91,053          78,836 
                                                                                   
                                    --------------- --------------- ---------------
                                                                                   
(Loss)/Profit for the period              (169,167)       (277,066)     (1,336,734)
                                                                                   
                                          =========       =========       =========
                                                                                   
Earnings per share                                                                 
                                                                                   
Basic and diluted             3             (0.48)p         (0.77)p         (3.74)p
                                                                                   
                                          =========       =========       =========

Turnover and profit all derive from continuing operations.


UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
SIX MONTHS ENDED 31 JANUARY 2013

There is no difference between the loss for the period shown and total comprehensive income.

Reconciliation of movements in total equity are given in the Statement of changes in equity.


WOODSPEEN TRAINING GROUP PLC
UNAUDITED CONSOLIDATED INCOME STATEMENT
PERIOD TO 31 JANUARY 2013

                                Notes           As at           As at           As at
                                              January           March            July
                                                 2013            2012            2012
                                            Unaudited       Unaudited         Audited
                                                    £               £               £
                                                                                     
Assets                                                                               
                                                                                     
Non-current assets                                                                   
                                                                                     
Property, plant and equipment                235,985         168,085         178,968 
                                                                                     
Intangible assets                          1,661,935       2,755,815       1,689,819 
                                                                                     
Deferred tax assets                            9,150               -          20,804 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
                                           1,907,070       2,923,900       1,889,591 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
Current assets                                                                       
                                                                                     
Trade and other receivables                  628,759         613,425         747,434 
                                                                                     
Cash and short term deposits               2,795,423       3,246,376       2,927,056 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
                                           3,424,182       3,859,801       3,674,490 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
Total assets                               5,331,252       6,783,701       5,564,081 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
Liabilities                                                                          
                                                                                     
Current liabilities                                                                  
                                                                                     
Trade and other payables                     681,770         575,862         714,331 
                                                                                     
Deferred revenue                               3,207          18,726           9,523 
                                                                                     
Current tax liabilities                          101          50,103          10,557 
                                                                                     
Provisions                                    50,784         163,471          94,817 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
                                             735,862         808,162         829,228 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
Non-current liabilities                                                              
                                                                                     
Provisions                                    18,874          19,043          10,550 
                                                                                     
Deferred tax liabilities                      37,873         104,056          43,853 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
                                              56,747         123,099          54,403 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
Total liabilities                            792,609         931,261         883,631 
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
Net Assets                                 4,538,643       5,852,440       4,680,450 
                                                                                     
                                            =========       =========       =========
                                                                                     
Equity                                                                               
                                                                                     
Capital and reserves                                                                 
attributable to equity holders                                                       
                                                                                     
of the Company                                                                       
                                                                                     
Share capital                       4        357,862       3,578,620       3,578,620 
                                                                                     
Deferred shares                     4      3,220,758               -               - 
                                                                                     
Share premium reserve                      2,997,637       2,997,637       2,997,637 
                                                                                     
Merger reserve                               376,000         376,000         376,000 
                                                                                     
Retained earnings                         (2,413,614)     (1,099,817)     (2,271,807)
                                                                                     
                                      --------------- --------------- ---------------
                                                                                     
Total Equity                               4,538,643       5,852,440       4,680,450 
                                                                                     
                                            =========       =========       =========



WOODSPEEN TRAINING GROUP PLC
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD TO 31 JANUARY 2013

                                                          6 Months       16 Months
                                                           January            July
                                                              2013            2012
                                                         Unaudited         Audited
                                                                 £               £
                                                                                  
Cash flows from operating activities                                              
                                                                                  
Loss before taxation                                     (165,895)     (1,415,570)
                                                                                  
Adjustments for:                                                                  
                                                                                  
Impairment write down goodwill                                  -       1,000,000 
                                                                                  
Depreciation of property, plant and equipment              30,606          72,074 
                                                                                  
Depreciation leasehold improvements                        19,021          55,378 
                                                                                  
Loss on disposal of property, plant and equipment               -          32,802 
                                                                                  
Amortisation of intangibles                                                       
                                                                                  
- Customer contracts acquired on acquisition               26,000         279,803 
                                                                                  
- Software                                                  3,625           6,636 
                                                                                  
Loss on disposal of intangibles - software                      -           2,371 
                                                                                  
Share based payment expense                                27,360          63,792 
                                                                                  
Finance income                                            (12,668)        (28,611)
                                                                                  
Decrease in trade and other receivables                   278,519         470,025 
                                                                                  
(Decrease) in trade and other payables                   (199,825)       (261,174)
                                                                                  
(Decrease) in deferred revenue                             (6,316)        (30,795)
                                                                                  
(Decrease) in provisions                                  (55,000)       (166,363)
                                                                                  
                                                    -------------- ---------------
                                                                                  
Cash (absorbed)/generated by operations                   (54,573)         80,368 
                                                                                  
Income taxes paid                                            (340)       (336,220)
                                                                                  
                                                    -------------- ---------------
                                                                                  
Cash flows from operating activities                      (54,913)       (255,852)
                                                                                  
                                                    -------------- ---------------
                                                                                  
Cash flows from investing activities                                              
                                                                                  
Acquisitions - Consideration                                    -      (1,817,433)
                                                                                  
Acquisitions - Cash acquired                                    -       1,330,998 
                                                                                  
Purchase of plant and equipment                           (87,623)       (101,148)
                                                                                  
Purchase of intangibles - software                         (1,741)        (17,402)
                                                                                  
Interest received                                          12,644          24,572 
                                                                                  
                                                    -------------- ---------------
                                                                                  
Net cash used in investing activities                     (76,720)       (580,413)
                                                                                  
                                                    -------------- ---------------
                                                                                  
(Decrease) in cash and cash equivalents                  (131,633)       (836,265)
                                                                                  
Cash and cash equivalents at start of period            2,927,056       3,763,321 
                                                                                  
                                                    -------------- ---------------
                                                                                  
Cash and cash equivalents at end of period              2,795,423       2,927,056 
                                                                                  
                                                         =========       =========



WOODSPEEN TRAINING GROUP PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 31 JANUARY 2013

                                 Issued           Share                                           Total
                                  Share         Premium          Merger        Retained    Shareholders
                                Capital         account         reserve        earnings          equity
                                      £               £               £               £               £
                                                                                                       
At 1 April 2011              3,528,620       2,997,637         336,000       (998,865)       5,863,392 
                                                                                                       
Transactions with                                                                                      
owners:                                                                                                
                                                                                                       
Allotted on acquisition                                                                                
                                                                                                       
of BDTS Limited                 50,000               -          40,000                -         90,000 
                                                                                                       
Employee share option                                                                                  
schemes:                                                                                               
                                                                                                       
- Value of share options             -               -               -          17,164          17,164 
granted                                                                                                
                                                                                                       
- Deferred tax on share              -               -               -             758             758 
options                                                                                                
                                                                                                       
Profit and total                                                                                       
                                                                                                       
comprehensive income                 -               -               -         133,615         133,615 
                                                                                                       
                         -------------- --------------- --------------- --------------- ---------------
                                                                                                       
At 30 September 2011         3,578,620       2,997,637         376,000        (847,328)      6,104,929 
                                                                                                       
Transactions with                                                                                      
owners:                                                                                                
                                                                                                       
Employee share option                                                                                  
schemes:                                                                                               
                                                                                                       
- Value of share options             -               -               -          28,368          28,368 
granted                                                                                                
                                                                                                       
- Deferred tax on share              -               -               -          (3,791)         (3,791)
options                                                                                                
                                                                                                       
Loss and total                                                                                         
                                                                                                       
comprehensive income                 -               -               -        (277,066)       (277,066)
                                                                                                       
                         -------------- --------------- --------------- --------------- ---------------
                                                                                                       
At 31 March 2012             3,578,620       2,997,637         376,000      (1,099,817)      5,852,440 
                                                                                                       
Transactions with                                                                                      
owners:                                                                                                
                                                                                                       
Employee share option                                                                                  
schemes:                                                                                               
                                                                                                       
- Value of share options             -               -               -          18,260          18,260 
granted                                                                                                
                                                                                                       
- Deferred tax on share              -               -               -           3,033           3,033 
options                                                                                                
                                                                                                       
Loss and total                                                                                         
                                                                                                       
comprehensive income                 -               -               -      (1,193,283)     (1,193,283)
                                                                                                       
                         -------------- --------------- --------------- --------------- ---------------
                                                                                                       
At 31 July 2012              3,578,620       2,997,637         376,000      (2,271,807)      4,680,450 
                                                                                                       
Transactions with                                                                                      
owners:                                                                                                
                                                                                                       
- Value of share options             -               -               -          27,360          27,360 
granted                                                                                                
                                                                                                       
Loss and total                                                                                         
                                                                                                       
comprehensive income                 -               -                -       (169,167)       (169,167)
                                                                                                       
                         -------------- --------------- --------------- --------------- ---------------
                                                                                                       
At 31 January 2013           3,578,620       2,997,637         376,000      (2,413,614)      4,538,643 
                                                                                                       
                               ========        ========        ========        ========        ========



WOODSPEEN TRAINING GROUP PLC
NOTES TO THE UNAUDITED PRELIMINARY ANNOUNCEMENT
FOR THE PERIOD ENDED 31 JANUARY 2013

1 Accounting policies

(a) General information

The interim report was approved by the Board on 24 April 2013.

The consolidated interim financial information is unaudited and does not constitute statutory
accounts within the meaning of section 434(1) of the Companies Act 2006.

The interim financial information has not been reviewed or audited by BDO LLP,
the Company's Auditors.

(b) Basis of preparation

The interim financial information  has  been  prepared  in  accordance  with  the  reporting 
requirements of ISDX Markets.

The interim report should be read in conjunction with the annual  financial  statements  for 
the period ended 31 July 2012, which have been prepared  in  accordance  with  International 
Financial Reporting Standards (IFRSs) and IFRIC interpretations  endorsed  by  the  European 
Union (EU) and with those parts of the Companies Act 2006  applicable  to  groups  preparing 
their accounts under IFRS.

Except as described below, the accounting policies applied in the preparation of the interim
financial information are consistent with those adopted in the statutory  accounts  for  the 
period ended 31 July 2012 as described in those financial statements.

Taxes on income in interim periods are accrued using the expected annual effective tax  rate 
that would be applicable to expected total annual earnings.

The Directors believe that any new standards, amendments  to  standards  or  interpretations 
that are mandatory for the first time for the financial period  beginning 1 August 2012  are 
either not relevant to the Group or are not anticipated to impact the Group.

The figures for the period ended 31 July 2012 were derived from the statutory  accounts  for 
that period. The statutory accounts for the period ended 31 July 2012 were approved  by  the 
Board of Directors on 12 November 2012 and have been delivered to the Registrar of Companies. 
The report of the auditors on those accounts was unqualified and did not contain  statements 
under Section 498(2) or (3) of the Companies Act 2006.

(c) Significant accounting estimates and judgements

The preparation of interim financial information  requires  management  to  make  judgments, 
estimates and assumptions that affect the amounts reported  for  revenues, expenses, assets, 
liabilities and disclosures of contingent liabilities at the date of the  interim  financial
information. However, the nature of estimation means that actual outcomes could differ  from 
those estimates.

The key sources of estimation uncertainty  in  the  preparation  of  the  interim  financial 
information are as follows:

• The measurement and impairment of goodwill, an intangible asset with  an  indefinite  life. 
The Group determines whether goodwill is impaired on an annual basis requiring an  estimation 
of the value in use of the cash generating unit to which goodwill is allocated. This involves 
estimation of future cash flows and choosing a suitable discount rate;

• The determination of the fair value of intangible assets on acquisition  and  their  useful 
lives; and

• The estimation of dilapidation provisions.

(d) Comparative information

During the last financial reporting period the Company changed its accounting reference  date 
to 31 July to align its reporting year end to that of subsidiary  undertakings  bringing  the
Group's and Company's reporting year end in line with the academic year.

The comparatives presented are therefore for the  six  months to 31  March 2012 (the  closest
 previously reported interim period) and the 16 months to 31 July 2012.

Statements of cash flows are presented for the period from the start of the financial  period
to the reporting date rather than for the six months reported upon. No consolidated statement 
of cash flows is therefore presented  for  the  six  months  to  31  March 2012. Consolidated 
statements of cash flows are presented for the six months to  31  January  2013  and  the  16 
months to 31 July 2012.

2 Segment information

The principal activity of the Group is government sponsored training, assessment and  related 
services. The Chief Executive considers the Group's business through two  reporting  segments
based on principal activity:

Vocational Training (pre-apprenticeship and apprenticeship training) and 
Skills Training (basic skills and other employability training programmes).

The Chief Executive assesses the performance of operating segments based on operating  profit 
before amortisation of acquired intangible assets, interest and tax. Information presented to
the Chief Executive is measured in a manner consistent with that in the Financial Statements.

The performance of operating segments reviewed by the Chief Executive does not  include  any 
allocation of corporate costs. Corporate costs, although not an operating segment as defined
by IFRS8 are reviewed by the Chief Executive and shown as Group items in the table below.


                                                   6 months                      6 months
                                               January 2013                    March 2012
                                                    Profit/                       Profit/
                                     Revenue         (Loss)        Revenue         (Loss)
                                           £              £              £              £
                                                                                         
Vocational Training                1,474,867         1,035       1,733,672        22,571 
                                                                                         
Skills Training                      591,000         1,137         542,990      (119,933)
                                                                                         
                              -------------- -------------- -------------- --------------
                                                                                         
                                   2,065,867         2,172       2,276,662       (97,362)
                                                                                         
Group items:                                                                             
                                                                                         
Unallocated corporate costs                       (154,726)                     (164,347)
                                                                                         
                              -------------- -------------- -------------- --------------
                                                                                         
                                                  (152,554)                     (261,709)
                                                                                         
Amortisation charge on                                                                   
                                                                                         
acquired intangible assets                         (26,000)                     (118,337)
                                                                                         
Impairment of goodwill                                    -                             -
                                                                                         
                              -------------- -------------- -------------- --------------
                                                                                         
Total for Group                    2,065,867      (178,554)      2,276,662      (380,046)
                                                                                         
                                    ========       ========       ========       ========

                                                                              16 months
                                                                                       
                                                                              July 2012
                                                                                       
                                                                                Profit/
                                                                                       
                                                               Revenue           (Loss)
                                                                                       
                                                                     £                £
                                                                                       
Vocational Training                                          4,693,804         188,244 
                                                                                       
Skills Training                                              1,854,066          96,515 
                                                                                       
                                                       --------------- ----------------
                                                                                       
                                                             6,547,870         284,759 
                                                                                       
Group items:                                                                           
                                                                                       
Unallocated corporate costs                                                   (449,156)
                                                                                       
                                                                              (164,397)
                                                                                       
                                                      ----------------  ---------------
                                                                                       
Amortisation charge on                                                        (279,803)
                                                                                       
acquired intangible assets                                                             
                                                                                       
Impairment of goodwill                                                      (1,000,000)
                                                                                       
                                                       ---------------  ---------------
                                                                                       
Total for Group                                              6,547,870      (1,444,200)
                                                                                       
                                                             =========        =========

The reconciliation, by operating segment of the profit  reported to the Chief Decision Maker 
to operating profit shown in the financial statements is as follows:


                                  Reported   Amortisation                              
                                 Segmental    on Acquired                     Segmental
                                 Operating     Intangible     Impairment      Operating
                             Profit/(Loss)         Assets    of Goodwill  Profit/(Loss)
                                         £              £              £              £
                                                                                       
6 Months to 31 January                                                                 
2013                                                                                   
                                                                                       
Vocational Training                 1,035        (26,000)              -       (24,965)
                                                                                       
Skills Training                     1,137               -              -         1,137 
                                                                                       
                           --------------- -------------- -------------- --------------
                                                                                       
Total for segments                  2,172        (26,000)              -       (23,828)
                                                                                       
Group items:                                                                           
                                                                                       
Unallocated corporate                                                         (154,726)
costs                                                                                  
                                                                                       
                           --------------- -------------- -------------- --------------
                                                                                       
Total for Group                                                               (178,554)
                                                                                       
                                 =========      =========      =========      =========
                                                                                       
6 Months to 31 March 2012                                                              
                                                                                       
Vocational Training                22,571       (118,337)              -       (95,766)
                                                                                       
Skills Training                  (119,933)              -              -      (119,933)
                                                                                       
                           --------------- -------------- -------------- --------------
                                                                                       
Total for segments                (97,362)      (118,337)              -      (215,699)
                                                                                       
Group items:                                                                           
                                                                                       
Unallocated corporate                                                         (164,347)
costs                                                                                  
                                                                                       
                           --------------- -------------- -------------- --------------
                                                                                       
Total for Group                                                               (380,046)
                                                                                       
                                 =========      =========      =========      =========
                                                                                       
16 Months to 31 March 2012                                                             
                                                                                       
Vocational Training               188,244       (279,803)    (1,000,000)    (1,091,559)
                                                                                       
Skills Training                    96,515               -              -        96,515 
                                                                                       
                           --------------- -------------- -------------- --------------
                                                                                       
Total for segments                284,759       (279,803)    (1,000,000)      (995,044)
                                                                                       
Group items:                                                                           
                                                                                       
Unallocated corporate                                                         (449,156)
costs                                                                                  
                                                                                       
                           --------------- -------------- -------------- --------------
                                                                                       
Total for Group                                                             (1,444,200)
                                                                                       
                                 =========      =========      =========      =========

All income is derived from the United Kingdom.

3 Earnings per share

The calculation of basic earnings per share is  based  on  the  earnings  attributable  to 
ordinary shareholders divided by the weighted number of shares in issue during the period.

Diluted earnings per share is calculated by  adjusting  the  weighted  average  number  of 
ordinary shares for the conversion of  all  dilutive  potential  ordinary  shares. Options 
granted under Employee Share Schemes dilute the  earnings  per  share  by  increasing  the 
weighted  average  number  of shares without changing net  profit. As at  31 January 2013, 
31 July 2012 and 31 March 2012 diluted earnings per share is the same  as  basic  earnings 
per share as options granted under Employee Share Schemes were anti-dilutive.

To understand the underlying trading performance, the directors  feel  it  appropriate  to 
disclose earnings per share before and after adjusting for the amortisation of  intangible 
assets acquired on acquisition of subsidiaries. The calculation of adjusted  earnings  per 
share is set out below:


                                             Six months     Six Months      16 Months
                                                  Ended          Ended          Ended
                                                January          March           July
                                                   2013           2012           2012
                                                      £              £              £
Earnings                                                                             
                                                                                     
Earnings attributable to ordinary             (169,167)      (277,066)    (1,336,734)
shareholders                                                                         
                                                                                     
Amortisation of acquired intangible             26,000                       279,803 
assets                                                                               
                                                                                     
Taxation impact amortisation of acquired        (5,980)       (30,767)       (78,469)
intangible assets                                                                    
                                                                                     
Impairment of goodwill                               -               -      1,000,000
                                                                                     
                                         -------------- -------------- --------------
                                                                                     
Adjusted profit on ordinary activities        (149,147)      (189,496)      (135,400)
after tax                                                                            
                                                                                     
                                               ========       ========       ========
                                                                                     
Number of shares                                 Number         Number         Number
                                                                                     
Weighted average number of shares for        35,786,204     35,786,204     35,781,081
basic earnings per share                                                             
                                                                                     
Potential dilutive effect of employee                 -              -              -
share schemes                                                                        
                                                                                     
                                         -------------- -------------- --------------
                                                                                     
Weighted average number of shares for        35,786,204     35,786,204     35,781,081
diluted earnings per share                                                           
                                                                                     
                                               ========       ========       ========
                                                                                     
                                                  Pence          Pence          Pence
                                                                                     
Earnings per share                                                                   
                                                                                     
Basic and diluted earnings per share             (0.48)         (0.77)         (3.74)
                                                                                     
Adjusted Earnings per share                                                          
                                                                                     
Adjusted basic and diluted earnings per          (0.43)         (0.53)         (0.38)
share                                                                                

The calculation of adjusted basic earnings per share is set out below:

                                             Six months     Six Months      16 Months
                                                  Ended          Ended          Ended
                                                January          March           July
                                                   2013           2012           2012
                                                  Pence          Pence          Pence
                                                                                     
Basic earnings per share                         (0.48)         (0.77)         (3.74)
                                                                                     
Amortisation of acquired intangible                0.07           0.33           0.78
assets                                                                               
                                                                                     
Taxation impact amortisation of acquired         (0.02)         (0.09)         (0.22)
intangible assets                                                                    
                                                                                     
Impairment of goodwill                               -              -            2.80
                                                                                     
                                         -------------- -------------- --------------
                                                                                     
Adjusted basic earnings per share                (0.43)         (0.53)         (0.38)
(pence)                                                                              
                                                                                     
                                               ========       ========       ========

4 Share capital

At the Annual General Meeting held on 11 December 2012 shareholders in the  Company 
approved the sub-division of the Company's shares such that  each  issued  existing 
Ordinary share of 10p nominal value was sub-divided into one new Ordinary share  of 
1p and one Deferred share of 9p and each authorised but unissued existing  Ordinary 
share was sub-divided into ten new Ordinary shares of 1p each.

The new Ordinary shares carry the same rights  in  all  respects  as  the  existing
Ordinary shares, including voting rights and right to participate in  dividends  of 
the Company. The Deferred shares do not carry any rights to vote or dividend rights
and they will only be entitled to a payment on a return of capital on a winding  up
of the Company or otherwise after each new Ordinary Share has received  the  amount 
paid up on such shares and a payment of £10,000,000. The Deferred  shares  are  not 
listed or traded on the ISDX Growth Market and are  not  transferable  without  the 
written consent of the Company.

The Company has one class of Ordinary shares which carry equal voting rights and no
right to fixed income.

                                                 Ordinary Shares                   Deferred Shares
                                        Number                 £           Number                £
                                                                                                  
Authorised                                                                                        
                                                                                                  
Ordinary & Deferred shares                                                                        
                                                                                                  
Ordinary shares 10p                                                                               
                                                                                                  
At 30 September 2011, 31               100,000,000        10,000,000                                  
March & 31 July 2012                                                                              
                                                                                                  
Increase authorised share                                                                         
capital                                                                                           
                                                                                                  
11 December 2012 on                                                                               
sub-division of each                                                                              
                                                                                                  
Ordinary share of 10p into 1                                                                      
Ordinary share of                                                                                 
                                                                                                  
1p each and 1 Deferred share           577,924,164        57,792,416       35,786,204        3,220,758
of 9p each                                                                                        
                                                                                                  
                                  ---------------- ----------------- ---------------- ----------------
                                                                                                  
Ordinary shares 1p & Deferred                                                                     
shares 9p                                                                                         
                                                                                                  
At 31 January 2013                     677,924,164        67,792,416       35,786,204        3,220,758
                                                                                                  
                                        =========         =========        =========        =========
                                                                                                  

                                                 Ordinary Shares                   Deferred Shares
                                        Number                 £           Number                £
                                                                                                  
Allotted, called up and fully                                                                     
paid                                                                                              
                                                                                                  
Ordinary and Deferred shares                                                                      
                                                                                                  
Ordinary shares 10p                                                                               
                                                                                                  
At 1 April 2011                         35,286,204         3,278,620                                   
                                                                                                  
Allotted 6 April 2011 on                                                                          
acquisition                                                                                       
                                                                                                  
of BDTS Limited                            500,000            50,000                                   
                                                                                                  
                                   ---------------- -----------------                                  
                                                                                                  
Ordinary shares 10p                                                                               
                                                                                                  
At 30 September 2011, 31                35,786,204         3,578,620                                   
March & 31 July 2012                                                                              
                                                                                                  
Sub-division 11 December 2012                                                                     
of each                                                                                           
                                                                                                  
Ordinary share of 10p into 1                                                                      
Ordinary share of                                                                                 
                                                                                                  
1p each and 1 Deferred share                     -        (3,220,758)      35,786,204        3,220,758 
of 9p each                                                                                        
                                                                                                  
                                   ---------------- ----------------- ---------------- ----------------
                                                                                                  
Ordinary shares 1p & Deferred                                                                     
shares 9p                                                                                         
                                                                                                  
At 31 January 2013                      35,786,204           357,862       35,786,204        3,220,758 
                                                                                                  
                                         =========         =========        =========        =========

5 Post balance sheet events

At the Annual General Meeting held on 11 December 2012, shareholders in the Company
approved, inter alia, the subdivision of each of the  Company's ordinary  shares  of 
10p each into 1 Ordinary share of 1p and 1 Deferred share of 9p  and a reduction  of 
capital involving the cancellation of the Deferred shares and  the  cancellation  of 
the Company's share premium account.

On 13 February 2013 Court approval required  to give  effect  to  the  reduction  of
capital was received and the Deferred shares and the Company's share premium account
t were cancelled. The Deferred Shares represented  a  capital  reserve of £3,220,758 
and the share premium account  as  at  13  February 2013 amounted to £2,997,637. The 
reduction of capital which involved the cancellation of the Deferred shares and  the 
cancellation of the share premium account eliminated the accumulated deficit on  the
Company's profit and loss account and created distributable reserves.

6 Dividends

The directors do not recommend payment of a dividend.

The consolidated interim financial statements for the period to 31 January 2013 will
be posted to shareholders.

Copies of the consolidated interim financial statements may  be  obtained  from  the 
Company  Secretary, Woodspeen  Training  Group  plc, 32  Wingate  Road, Hammersmith, 
London W6 0UR, the Company's website or from the ISDX Markets website.

The  directors  of  Woodspeen  Training  Group  plc  take  responsibility  for  this
announcement.

Contacts:

Woodspeen Training Group plc            Si Hussain             0786 283 7437
                                        Lynn Chandler          07932 753 799

Corporate Advisor
Peterhouse Corporate Finance Limited    Mark Anwyl             020 7220 9796

a d v e r t i s e m e n t