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Woodspeen Training Group Plc (WSTP)

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Wednesday 30 May, 2012

Woodspeen Training Group Plc

Unaudited Interim Statement – to 31 March 2012


                                                                    30 May 2012

                     WOODSPEEN TRAINING PLC - TICKER WSTP                      

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

          Unaudited Interim Statement - Six Months to 31 March 2012.           

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 on the Group's results during the six month period to 31
March 2012 and  to  provide  additional  comparative information for the twelve
month period ended on the same date.

Business and performance overview

The Company  operates  through  two  divisions, Skills  Training and Vocational
Training.

As had been anticipated Vocational Training  has been adversely impacted in the
period under review by recent changes in Government  policy and  by the ongoing
subdued employment environment. What had not been anticipated at the time of my
last statement to shareholders was the extremely disappointing  performance  of
Skills Training in the period under review.

The performance of the Group during the six month  period to 31 March 2012  can
be summarised as follows

                                                Six Months                Six Months      
                                                                                          
                                                March 2012                March 2011      
                                                                                          
                                      Revenue      Operating        Revenue      Operating
                                                                                          
                                                      Profit                        Profit
                                                                                          
                                            £              £              £              £
                                                                                          
Vocational Training                 1,733,672         22,571      1,519,607        165,640
                                                                                          
Skills Training                       542,990      (119,933)      1,042,113        309,092
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
                                    2,276,662       (97,362)      2,561,720        474,732
                                                                                          
Group items: Unallocated                           (164,347)                     (152,952)
corporate costs                                                                           
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
Operating profit before                                                                   
amortisation                                                                              
                                                                                          
and goodwill impairment                            (261,709)                       321,780
                                                                                          
Amortisation charge on                                                                    
                                                                                          
acquired intangible assets                         (118,337)                      (78,920)
                                                                                          
Impairment of goodwill                                     -                   (1,950,000)
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
Total for Group                     2,276,662      (380,046)      2,561,720    (1,707,140)
                                                                                          
                                     ========       ========       ========       ========

As a consequence of better performance and a more  benign  trading  environment
during the previous six month period the results for the twelve month period to
31 March 2012 were slightly better and can be summarised as follows.

                                                      Year                      Year      
                                                                                          
                                                March 2012                March 2011      
                                                                                          
                                      Revenue      Operating        Revenue      Operating
                                                                                          
                                                      Profit                        Profit
                                                                                          
                                            £              £              £              £
                                                                                          
Vocational Training                 3,579,673        231,931      3,262,538        372,013
                                                                                          
Skills Training                     1,514,480        100,441      2,449,045        786,662
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
                                    5,094,153        332,372      5,711,583      1,158,675
                                                                                          
Group items: Unallocated                           (329,156)                     (291,347)
corporate costs                                                                           
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
Operating profit before                                                                   
amortisation                                                                              
                                                                                          
and goodwill impairment                                3,216                       867,328
                                                                                          
Amortisation charge on                                                                    
                                                                                          
acquired intangible assets                         (206,590)                     (174,146)
                                                                                          
Impairment of goodwill                                     -                   (1,950,000)
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
Total for Group                     5,094,153      (203,374)      5,711,583    (1,256,818)
                                                                                          
                                     ========       ========       ========       ========

Skills Training

Skills  Training  comprises  classroom  delivery  of  basic  skills  (numeracy,
literacy, IT, employability) programmes to unemployed adult  learners. Learners
on Skills Programmes are referred to Woodspeen primarily through the Department
of Work and Pensions (DWP) supply chain.

Funding for Skills programmes is principally  through  a subcontract, renewable
annually in July. This contract is now  held  with  LearnDirect  Ltd  following
privatisation of UfI Ltd by the Government in October 2011.

Turnover and operating  profit  in  Skills  Training  has  fallen significantly
during the period.

                                               Six Months              Six Months    
                                                                                  
                                               March 2012               March 2011    
                                                                                  
                                                  Revenue                  Revenue
                                                                                  
                                                        £                        £
                                                                                  
Skills Programmes                                 535,224                  665,245
                                                                                  
New Deal                                            7,766                  376,868
                                                                                  
                                           --------------           --------------
                                                                                  
Revenue                                           542,990                1,042,113
                                                                                  
                                                 ========                 ========
                                                                                  
Operating (Loss)/Profit                         (119,933)                  309,092

The cessation of the previous Government's profitable New Deal programme during
the period was highlighted in my previous reports and has had a  direct  impact
on Group performance during the period.

Performance from LearnDirect  funded  Skills  programmes  has  been  negatively
impacted by a larger than expected  reduction  in  the  average  funding  rate/
learner earned during the period. The  results  reflect  the  effect  of  lower
funding rates.

As an immediate action the Group has announced  the  closure  of  its  smaller
Skills delivery centres in Bognor and Daventry. Associated costs are  included
in the results for the period.

With further rate  reductions  anticipated  in  future  years,  the  Board  is
reviewing strategic options for Skills Training.

Vocational Training

Vocational Training comprises apprenticeship and pre-apprenticeship programmes
for young and adult learners.

Performance in the Vocational business has deteriorated during the  period  as
the changes in  Government  funding  announced  last  year  take  effect.  The
requirement that all apprentices  are  employed  from  `day 1'  has  adversely
impacted  Group  performance,  as  the  relative  scarcity  of  employment
opportunities, in particular for  young  learners,  in  the  present  economic
environment has made it difficult  to  grow  volumes.  Whilst  the  Group  has
responded  during  the   period  by  increasingly  diverting  its  recruitment
activities into attracting `work ready' learners in favour of `harder-to-place'
learners, this has been at the expense of a reduced operating  margin  as  the
former attract lower support funding than those who are harder -to -place.

With the UK economy now officially in a double dip recession  it  is  unlikely
that employment opportunities will improve over the foreseeable future.

In view of this macroeconomic landscape, the Group is taking further action to
re-align its cost base.

Sector consolidation

The Board continues to develop a dialogue with other operators in  the  sector
that could potentially join the Group in the future. However, whilst there are
a number of acquisition opportunities that would deliver economies of scale to
the  Group,  the  Board  is  only  prepared  to  progress  these  when vendor
expectations have falle n to a level that  more closely matches the reality of
the current trading environment.

At 31 March 2012 the Group held cash resources of £3.2 million and thus is well
placed to weather the present difficult trading conditions and to finance
future acquisition activity when this is considered appropriate.

The Group has strengthened its management capability with the recent appointment
of a group director of operations.

Outlook

Vocational employment opportunities will likely remain  subdued,  in  particular
for young learners, until the  economic  environment  improves.  With  continued
funding pressures, to deliver `more for less', your Board will continue to  take
necessary actions to secure the stability of  the  business  whilst  maintaining
its core capability and focus on young learners. As a training  provider  wholly
funded by Government,  the  Group  is  positioned  where  funding  remains  most
resilient and in a sector that is in the process of  consolidation.  Your  Board
believes the business remains well placed to  exploit  future  opportunities  as
and when they arise.

Si Hussain

Chief Executive

30 May 2012

WOODSPEEN TRAINING GROUP PLC

UNAUDITED CONSOLIDATED INCOME STATEMENT

PERIOD TO 31 MARCH 2012

                    Note        6 Months       6 Months       12 Months      12 Months     
                                                                                        
                                   March          March          March          March         
                                                                                        
                                    2012           2011           2012           2011          
                                                                                        
                                  Unaudited      Unaudited      Unaudited      Audited       
                                                                                        
                                       £              £                                           
                                                                                        
Revenue             2             2,276,662      2,561,720      5,094,153      5,711,583
                                                                                        
Cost of sales                   (1,649,601)    (1,753,932)    (3,487,426)    (3,509,021)
                                                                                        
                             -------------- -------------- -------------- --------------
                                                                                        
Gross profit                        627,061        807,788      1,606,727      2,202,562
                                                                                        
Administrative                  (1,007,107)    (2,514,928)    (1,810,101)    (3,459,380)
expenses                                                                                
                                                                                        
                             -------------- -------------- -------------- --------------
                                                                                        
Profit/(Loss) from  2             (380,046)    (1,707,140)      (203,374)    (1,256,818)
operations                                                                              
                                                                                        
Analysed as:                                                                            
                                                                                        
Profit from                                                                             
operations                                                                              
                                                                                        
Excluding                         (380,046)        242,860      (203,374)        693,182
exceptional item                                                                        
                                                                                        
Exceptional item                          -    (1,950,000)              -    (1,950,000)
                                                                                        
                             -------------- -------------- -------------- --------------
                                                                                        
                                  (380,046)    (1,707,140)      (203,374)    (1,256,818)
                                                                                        
                             -------------- -------------- -------------- --------------
                                                                                        
Finance revenue                      11,927          1,130         16,697          2,077
                                                                                        
Finance costs                             -              -              -        (9,148)
                                                                                        
                             -------------- -------------- -------------- --------------
                                                                                        
Profit before       2             (368,119)    (1,706,010)      (186,677)    (1,263,889)
taxation                                                                                
                                                                                        
Tax expense                          91,053       (66,587)         43,226      (194,289)
                                                                                        
                             -------------- -------------- -------------- --------------
                                                                                        
Profit for the                    (277,066)    (1,772,597)      (143,451)    (1,458,178)
period                                                                                  
                                                                                        
                                   ========       ========       ========       ========
                                                                                        
Basic               3               (0.77)p        (6.57)p        (0.40)p       (6.14)p          
                                                                                        
Diluted             3               (0.77)p        (6.54)p        (0.40)p       (6.11)p          

CONSOLIDATED Statement of COMPREHENSIVE INCOME

SIX MONTHS ENDED 31 MARCH 2012

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

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

WOODSPEEN TRAINING GROUP PLC

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2012

                                    Note               As at          As at 
                                                                            
                                                       March          March 
                                                                            
                                                        2012           2011 
                                                                            
                                                   Unaudited        Audited 
                                                                            
                                                           £              £ 
                                                                            
Assets                                                                      
                                                                            
Non-current assets                                                          
                                                                            
Property, plant and                                  168,085        176,054 
equipment                                                                   
                                                                            
Intangible assets                                  2,755,815      2,319,981 
                                                                            
Deferred tax                                               -          3,033 
                                                                            
                                              --------------  ------------- 
                                                                            
                                                   2,923,900      2,499,068 
                                                                            
                                              --------------  ------------- 
                                                                            
Current assets                                                              
                                                                            
Trade and other                                      613,425      1,101,800 
receivables                                                                 
                                                                            
Cash and short term                                3,246,376      3,763,321 
deposits                                                                    
                                                                            
                                              --------------  ------------- 
                                                                            
                                                   3,859,801      4,865,121 
                                                                            
                                              -------------- -------------- 
                                                                            
Total assets                                       6,783,701      7,364,189 
                                                                            
                                              --------------  ------------- 
                                                                            
Liabilities                                                                 
                                                                            
Current liabilities                                                         
                                                                            
Trade and other payables                             575,862        920,171 
                                                                            
Deferred revenue                                      18,726         40,318 
                                                                            
Current tax liabilities                               50,103        237,780 
                                                                            
Provisions                                           163,471        203,418 
                                                                            
                                              --------------  ------------- 
                                                                            
                                                     808,162      1,401,687 
                                                                            
                                              --------------  ------------- 
                                                                            
Non-current liabilities                                                     
                                                                            
Provisions                                            19,043          7,694 
                                                                            
Deferred tax liabilities                             104,056         91,416 
                                                                            
                                              -------------- -------------- 
                                                                            
                                                     123,099         99,110 
                                                                            
                                              -------------- -------------- 
                                                                            
Total liabilities                                    931,261      1,500,797 
                                                                            
                                              --------------   ------------ 
                                                                            
Net Assets                                         5,852,440      5,863,392 
                                                                            
                                                    ========       ======== 
                                                                            
Equity                                                                      
                                                                            
          Capital and reserves attributable to equity holders of the Company
                                                                            
Issued share capital                4              3,578,620      3,528,620 
                                                                            
Share premium reserve                              2,997,637      2,997,637 
                                                                            
Merger reserves                                      376,000        336,000 
                                                                            
Retained earnings                                (1,099,817)      (998,865) 
                                                                            
                                              -------------- -------------- 
                                                                            
Total Equity                                       5,852,440      5,863,392 
                                                                            
                                                    ========       ======== 

WOODSPEEN TRAINING GROUP PLC

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

PERIOD TO 31 MARCH 2012

                                               12 Months      12 Months     
                                                                            
                                               Ended          Ended         
                                                                            
                                               March          March         
                                                                            
                                               2012           2011          
                                                                            
                                               Unaudited      Audited       
                                                                            
                                               £              £             
                                                                            
Cash flows from operating                                                   
activities                                                                  
                                                                            
Loss before taxation                           (186,677)      (1,263,889)   
                                                                            
Adjustments for:                                                            
                                                                            
Impairment write down goodwill                 -              1,950,000     
                                                                            
Depreciation of property, plant and            54,794         48,096        
equipment                                                                   
                                                                            
Depreciation leasehold improvements            23,652         63,240        
                                                                            
Loss on disposal of property, plant            32,802         1,828         
and equipment                                                               
                                                                            
Amortisation of intangibles                                                 
                                                                            
- Customer contracts acquired on               206,590        174,146       
acquisition                                                                 
                                                                            
- Software                                     4,087          4,422         
                                                                            
Share based payment expense                    45,532         17,877        
                                                                            
Loss on disposal of intangibles -              2,371          -             
software                                                                    
                                                                            
Finance income                                 (16,679)       (2,077)       
                                                                            
Finance costs                                  -              9,148         
                                                                            
Decrease/(Increase) in trade and               594,218        (160,797)     
other receivables                                                           
                                                                            
(Decrease)/Increase in trade and               (408,538)      387,649       
other payables                                                              
                                                                            
(Decrease)/Increase in deferred                (21,592)       27,057        
revenue                                                                     
                                                                            
(Decrease)/Increase in                         (47,010)       (38,694)      
provisions                                                                  
                                                                            
                                               -------------- --------------
                                                                            
Cash generated by                              283,550        1,218,006     
operations                                                                  
                                                                            
Income taxes paid                              (246,310)      (272,105)     
                                                                            
                                               -------------- --------------
                                                                            
Cash flows from operating                      37,240         945,901       
activities                                                                  
                                                                            
                                               -------------- --------------
                                                                            
Cash flows from investing                                                   
activities                                                                  
                                                                            
Acquisitions -                                 (1,817,433)    -             
Consideration                                                               
                                                                            
Acquisitions - Cash                            1,330,998      -             
acquired                                                                    
                                                                            
Purchase of plant and                          (72,985)       (80,971)      
equipment                                                                   
                                                                            
Purchase of intangibles -                      (7,636)        (886)         
software                                                                    
                                                                            
Interest received                              12,871         2,077         
                                                                            
                                               -------------- --------------
                                                                            
Net cash used in investing                     (554,185)      (79,780)      
activities                                                                  
                                                                            
                                               -------------- --------------
                                                                            
Cash flows from financing                                                   
activities                                                                  
                                                                            
Proceeds from issue of                         -              2,657,916     
shares                                                                      
                                                                            
Expenses in connection with share              -              (91,481)      
issues                                                                      
                                                                            
Repayment of loan notes                        -              (350,000)     
                                                                            
Interest paid                                  -              (12,543)      
                                                                            
                                               -------------- --------------
                                                                            
Net cash used in financing                     -              2,203,892     
activities                                                                  
                                                                            
                                               -------------- --------------
                                                                            
Increase/(Decrease) in cash and cash           (516,945)      3,070,013     
equivalents                                                                 
                                                                            
Cash and cash equivalents at start of period   3,763,321      693,308       
                                                                            
                                               -------------- --------------
                                                                            
Cash and cash equivalents at end of period     3,246,376      3,763,321     
                                                                            
                                               ========    ========         

WOODSPEEN TRAINING GROUP PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 31 MARCH 2012

                           Issued         Share          Merger         Retained       Total         
                                                                                                     
                           Share          Premium        reserve        earnings       Share-        
                                                                                                     
                           capital        account                                      holders       
                                                                                                     
                                                                                       equity        
                                                                                                     
                           £              £              £              £              £             
                                                                                                     
At 1 April 2010            2,052,000      1,907,822      336,000        441,436        4,737,258     
                                                                                                     
Transactions with owners:                                                                            
                                                                                                     
Placing of shares in       1,476,620      1,181,296      -              -              2,657,916     
period                                                                                               
                                                                                                     
Expenses of share issues   -              (91,481)       -              -              (91,481)      
                                                                                                     
Employee share option                                                                                
schemes:                                                                                             
                                                                                                     
- Value of share options   -              -              -              17,877         17,877        
granted                                                                                              
                                                                                                     
Profit and total                                                                                     
                                                                                                     
comprehensive income       -              -              -              314,419        314,419       
                                                                                                     
                           -------------- -------------- -------------- -------------- --------------
                                                                                                     
At 31 March 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   -              -              -              45,532         45,532        
granted                                                                                              
                                                                                                     
- Deferred tax on share    -              -              -              (3,033)        (3,033)       
options                                                                                              
                                                                                                     
Profit and total                                                                                     
                                                                                                     
comprehensive income       -              -              -              (143,451)      (143,451)     
                                                                                                     
                           -------------- -------------- -------------- -------------- --------------
                                                                                                     
At 31 March 2012           3,578,620      2,997,637      376,000        (1,099,817)    5,852,440     
                                                                                                     
                           ========       ========       ========       ========       ========      

WOODSPEEN TRAINING GROUP PLC

NOTES TO THE UNAUDITED PRELIMINARY ANNOUNCEMENT

FOR THE PERIOD ENDED 31 MARCH 2012

  * Accounting policies
   
 a. General information
   
The interim report was approved by the Board on 30 May 2012.

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 Plus Markets.

The interim report should be read  in conjunction  with  the  annual  financial
statements for the period ended  31 March 2011, 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 year  ended  31 March 2011  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 other new standards, amendments to standards or
interpretations that are mandatory for the first time for the financial period
beginning 1 April 2011 are either  not  relevant  to  the  Group  or  are  not
anticipated to impact the Group.

The figures for the year ended 31 March 2011 were derived from  the  statutory
accounts for that period. The statutory accounts for the year  ended  31 March
2011 were approved by the Board of Directors  on 27 June 2011  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.
   
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 (Apprenticeships, Foundation Learning and  other  vocational
training programmes); and

Skills Training (Skills for Life, New  Deal  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
                                                                                          
                                                  March 2012                    March 2011
                                                                                          
                                     Revenue        Profit/        Revenue        Profit/       
  
                                                    (Loss)                        (Loss)        
                                                                                          
                                         £              £              £              £             
                                                                                          
Vocational Training                 1,733,672         22,571      1,519,607        165,640
                                                                                          
Skills Training                       542,990      (119,933)      1,042,113        309,092
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
                                    2,276,662       (97,362)      2,561,720        474,732
                                                                                          
Group items:                                                                              
                                                                                          
Unallocated corporate costs                        (164,347)                     (152,952)
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
                                                   (261,709)                       321,780
                                                                                          
Amortisation charge on                                                                    
                                                                                          
acquired intangible assets                         (118,337)                      (78,920)
                                                                                          
Impairment of goodwill                                     -                   (1,950,000)
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
Total for Group                     2,276,662      (380,046)      2,561,720    (1,707,140)
                                                                                          
                                     ========       ========       ========       ========

                                                   12 Months                     12 Months
                                                                                          
                                                  March 2012                    March 2011
                                                                                          
                                      Revenue        Profit/        Revenue        Profit/
                                                                                          
                                                      (Loss)                        (Loss)
                                                                                          
                                            £              £              £              £
                                                                                          
Vocational Training                 3,579,673        231,931      3,262,538        372,013
                                                                                          
Skills Training                     1,514,480        100,441      2,449,045        786,662
                                                                                          
                                    5,094,153        332,372      5,711,583      1,158,675
                                                                                          
Group items:                   -------------- -------------- -------------- --------------
                                                                                          
Unallocated corporate costs                        (329,156)                     (291,347)
                                                                                          
                                                       3,216                       867,328
                                                                                          
Amortisation charge on                             (206,590)                     (174,146)
                                                                                          
acquired intangible assets                                                                
                                                                                          
Impairment of goodwill                                     -                   (1,950,000)
                                                                                          
                               -------------- -------------- -------------- --------------
                                                                                          
Total for Group                     5,094,153      (203,374)      5,711,583    (1,256,818)
                                                                                          
                                     ========       ========       ========       ========

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     Impairment      Segmental
                                                                                    
                              Segmental    on Acquired    of Goodwill      Operating
                                                                                    
                              Operating     Intangible                 Profit/(Loss)
                                                                                    
                          Profit/(Loss)         Assets                              
                                                                                    
                                      £              £              £              £
                                                                                    
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)
                                                                                    
                                                                            ========
                                                                                    
6 Months to 31 March                                                                
2011                                                                                
                                                                                    
Vocational Training             165,640       (78,920)      (400,000)      (313,280)
                                                                                    
Skills Training                 309,092              -    (1,550,000)    (1,240,908)
                                                                                    
                         -------------- -------------- -------------- --------------
                                                                                    
Total for segments              474,732       (78,920)    (1,950,000)    (1,554,188)
                                                                                    
                               ========       ========       ========               
                                                                                    
Group items:                                                                        
                                                                                    
Unallocated corporate                                                      (152,952)
costs                                                                               
                                                                                    
                                                                      --------------
                                                                                    
Total for Group                                                          (1,707,140)
                                                                                    
                                                                            ========
                                                                                    
12 Months to 31 March                                                               
2012                                                                                
                                                                                    
Vocational Training             231,931      (206,590)              -         25,341
                                                                                    
Skills Training                 100,441              -              -        100,441
                                                                                    
                         -------------- -------------- -------------- --------------
                                                                                    
Total for segments              332,372      (206,590)              -        125,782
                                                                                    
                               ========       ========       ========               
                                                                                    
Group items:                                                                        
                                                                                    
Unallocated corporate                                                      (329,156)
costs                                                                               
                                                                                    
                                                                      --------------
                                                                                    
Total for Group                                                            (203,374)
                                                                                    
                                                                            ========
                                                                                    
12 Months to 31 March                                                               
2011                                                                                
                                                                                    
Vocational Training             372,013      (157,840)      (400,000)      (185,827)
                                                                                    
Skills Training                 786,662       (16,306)    (1,550,000)      (779,644)
                                                                                    
                         -------------- -------------- -------------- --------------
                                                                                    
Total for segments            1,158,675      (174,146)    (1,950,000)      (965,471)
                                                                                    
                               ========       ========       ========               
                                                                                    
Group items:                                                                        
                                                                                    
Unallocated corporate                                                      (291,347)
costs                                                                               
                                                                                    
                                                                      --------------
                                                                                    
Total for Group                                                          (1,256,818)
                                                                                    
                                                                            ========

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 are  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.

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:

                                6 months      6 months     12 Months     12 Months
                                                                                  
                                   Ended         Ended         Ended         Ended
                                                                                  
                                   March         March         March         March
                                                                                  
                                    2012          2011          2012          2011
                                                                                  
Earnings                              £             £             £             £            
                                                                                  
Earnings attributable to                                                          
                                                                                  
ordinary shareholders      (277,066)     (1,772,597)   (143,451)     (1,458,178)  
                                                                                  
Amortisation of acquired   118,337       140,273       206,590       174,146      
intangible assets                                                                 
                                                                                  
Taxation impact                                                                   
amortisation of                                                                   
                                                                                  
acquired intangible assets (30,767)      (26,312)      (53,713)      (52,856)     
                                                                                  
Impairment of goodwill     -             1,950,000     -             1,950,000    
                                                                                  
                           ------------- ------------- ------------- -------------
                                                                                  
Adjusted profit on                                                                
ordinary activities                                                               
                                                                                  
after tax                  (189,496)     291,364       9,426         613,112      
                                                                                  
                           =======       =======       =======       =======      
                                                                                  
Number of shares           Number        Number        Number        Number       
                                                                                  
Weighted average number of                                                        
shares                                                                            
                                                                                  
for basic earnings per     35,786,204    26,984,297    35,779,373    23,743,293   
share                                                                             
                                                                                  
Potential dilutive effect                                                         
of                                                                                
                                                                                  
employee share schemes     286,465       119,648       334,210       119,648      
                                                                                  
                           ------------- ------------- ------------- -------------
                                                                                  
                           36,065,838    27,103,945    36,113,583    23,862,941   
                                                                                  
                           =======       =======       =======       =======      
                                                                                  
Earnings per share         Pence         Pence         Pence         Pence        
                                                                                  
Basic earnings per share   (0.77)        (6.57)        (0.40)        (6.14)       
                                                                                  
Diluted earnings per share (0.77)        (6.54)        (0.40)        (6.11)       
                                                                                  
Adjusted earnings per      (0.53)        1.08          0.03          2.58         
share                                                                             
                                                                                  
Adjusted diluted earnings  (0.53)        1.07          0.03          2.57         
per share                                                                         

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

                                  6 months      6 months     12 Months     12 Months
                                                                                    
                                     Ended         Ended         Ended         Ended
                                                                                    
                                     March         March         March         March
                                                                                    
                                      2012          2011          2012          2011
                                                                                    
                                     Pence         Pence         Pence         Pence
                                                                                    
Basic earnings per share            (0.77)        (6.57)        (0.40)        (6.14)
                                                                                    
Amortisation of acquired              0.33          0.52          0.58          0.73
intangible assets                                                                   
                                                                                    
Taxation impact amortisation                                                        
of                                                                                  
                                                                                    
acquired intangible assets          (0.09)        (0.10)        (0.15)        (0.22)
                                                                                    
Impairment of goodwill                   -          7.23             -          8.21
                                                                                    
                             ------------- ------------- ------------- -------------
                                                                                    
Adjusted basic earnings per         (0.53)          1.08          0.03          2.58
share (pence)                                                                       
                                                                                    
                                   =======       =======       =======       =======

4 Share capital

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

                                                           Number         £             
                                                                                
Authorised                                                                      
                                                                                
Ordinary shares of 10p each                           100,000,000   10,000,000    
                                                                                
                                                      ===========    ========      
                                                                                
                                                           Number        £             
                                                                                
Allotted, called up and fully paid                                              
                                                                                
Ordinary shares of 10p each                                                     
                                                                                
At 1 April 2010 & 30 September 2010                    20,520,000   2,052,000     
                                                                                
Placing shares 7 December 2010                          7,560,000     756,000       
                                                                                
Placing shares 14 February 2011                         5,464,538     546,454       
                                                                                
Placing shares 28 February 2011                         1,741,666     174,166       
                                                                                
                                              ------------------- --------------
                                                                                
At 31 March 2011                                       35,286,204   3,528,620     
                                                                                
Allotted 6 April 2011 on acquisition of BDTS              500,000      50,000        
Limited                                                                         
                                                                                
                                              ------------------- --------------
                                                                                
At 31 March 2012                                       35,786,204   3,578,620     
                                                                                
                                                      ===========    ========      

5 Acquisition BDTS Limited
 
On 6 April 2011 the Company acquired 100% of the issued share  capital  of BDTS
Limited which provides government sponsored vocational training. The
acquisition was satisfied by way of cash consideration and the issue of 500,000
ordinary shares of 10p.

The cash consideration was paid from existing cash resources.

The consideration shares were valued at fair value of 18p per share at date of
acquisition.

The transaction has been accounted for by the purchase method of accounting.

The fair value adjustments contain provisional amounts which will be finalised
in the accounting period ending 31 July 2012. This includes the  valuation  of
intangible assets and related deferred tax effect.

The intangible assets identified on the acquisition of BDTS  Limited  represent
the Directors' estimate of the fair value of customer contracts at acquisition.
Residual goodwill represents items that cannot be individually  separated  and
measured due to their natures. This includes the value  associated  with  BDTS
Limited' workforce and delivery model, systems and processes.

Fair Values

The provisional book and fair values of the assets  and  liabilities  acquired
were as follows:

                                           Book Value     Fair Value     Fair Value
                                                        Adjust-ments               
                                                                                   
                                                    £              £              £
                                                                                   
Intangible assets                                   -        260,000        260,000
                                                                                   
Tangible assets                                13,686        (7,042)          6,644
                                                                                   
Trade and other receivables                   105,521              -        105,521
                                                                                   
Bank balances and cash                      1,330,998              -      1,330,998
                                                                                   
Trade and other payables                     (48,139)        (9,113)       (57,252)
                                                                                   
Provisions                                          -        (5,240)        (5,240)
                                                                                   
Current tax liabilities                      (39,341)        (6,966)       (46,307)
                                                                                   
Deferred tax liabilities                      (1,945)       (66,232)       (68,177)
                                                                                   
                                       -------------- -------------- --------------
                                                                                   
                                            1,360,780         72,607      1,526,187
                                                                                   
                                             ========       ========               
                                                                                   
Goodwill                                                                    381,246
                                                                                   
                                                                     --------------
                                                                                   
                                                                          1,907,433
                                                                                   
                                                                           ========

Satisfied by:                                                                 £
                                                                               
Cash                                                                      1,817,433
                                                                               
Shares                                                                   90,000
                                                                               
                                                                 --------------
                                                                               
                                                                      1,907,433
                                                                               
                                                                       ========

The outflow of cash resulting from the acquisition is as follows:

                                                                              £
                                                                               
Cash                                                                  1,817,433
                                                                               
Acquisition costs - expensed through                                     20,548
profit & loss                                                                  
                                                                               
Cash and cash equivalents acquired                                  (1,330,998)
                                                                               
                                                                 --------------
                                                                               
                                                                        506,983
                                                                               
                                                                      =========

6 Dividends

The directors do not recommend payment of a dividend.

The consolidated interim financial statements for the period to 31 March 2012
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 PLUS Markets
Group 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

St Helens Capital Partners LLP Oliver Cooke 020 7368 6959

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