REGISTERED NUMBER: 01878927 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2016

for

BTL GROUP LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Cash Flow Statement

8

Notes to the Financial Statements

9

DIRECTORS:

I R Gomersall

A K Myers

Mrs S J Whitworth

A J McAnulla

C P H Kernan

SECRETARY:

T A Gomersall

REGISTERED OFFICE:

Salts Wharf

Ashley Lane

Shipley

West Yorkshire

BD17 7DB

REGISTERED NUMBER:

01878927 (England and Wales)

AUDITORS:

S Burgess & Co Ltd

Statutory Auditor

11 Slayleigh Avenue

Sheffield

South Yorkshire

S10 3RA

The directors present their report with the financial statements of the company for the year ended 31 March 2016.

REVIEW OF BUSINESS

The results for the year and financial position of the company are as shown in

the annexed financial statements.

The company continued to see further growth in its core business activities. It

also continued to have very sound finances, with solid cash reserves to support

its developments. The year has again seen major expenditure in a series of new

products and new markets, and the financial results reflect this. It is

anticipated that this expenditure will produce significant results over the next

few years, and early results for new products and services continue to show

great promise.

Going forward the directors are mindful of the following risks and

uncertainties:

- the need to ensure growth does not occur at the expense of quality;

- technical risks associated with continuity of service delivery, which the

company mitigates by employing a talented and motivated technical team, working

to modern software development principles; and

- changes in the requirements of governments and Awarding Bodies, which the

company aims to mitigate by extending its international reach.

The company continues to focus on a strategy of judicious growth, with the

development of its people and their skills, a key consideration.

The board of directors continuously monitors key performance indicators, which

include test figures, service quality, rate of growth, performance against a

rolling budget, profitability, and cash resources.

DIVIDENDS

Interim dividends per share were paid as follows:

Ordinary Voting 0.01p shares

0.51p

- 30 March 2016

Ordinary Non-Voting 0.01p shares

0.51p

- 30 March 2016

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 March 2016 will be £ 50,261 .

DIRECTORS

The directors shown below have held office during the whole of the period from

1 April 2015 to the date of this report.

I R Gomersall

A K Myers

Other changes in directors holding office are as follows:

Mrs S J Whitworth - appointed 7 July 2015

A J McAnulla - appointed 7 July 2015

C P H Kernan - appointed 28 May 2015

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the

financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each

financial year. Under that law the directors have elected to prepare the

financial statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless

they are satisfied that they give a true and fair view of the state of affairs

of the company and of the profit or loss of the company for that period. In

preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are

sufficient to show and explain the company's transactions and disclose with

reasonable accuracy at any time the financial position of the company and enable

them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the company and hence

for taking reasonable steps for the prevention and detection of fraud and other

irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as

defined by Section 418 of the Companies Act 2006) of which the company's

auditors are unaware, and each director has taken all the steps that he or she

ought to have taken as a director in order to make himself or herself aware of

any relevant audit information and to establish that the company's auditors are

aware of that information.

AUDITORS

The auditors, S Burgess & Co Ltd, will be proposed for re-appointment at the

forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A K Myers - Director

12 August 2016

We have audited the financial statements of BTL Group Limited for the year ended

31 March 2016 on pages six to fifteen. The financial reporting framework that

has been applied in their preparation is applicable law and the Financial

Reporting Standard for Smaller Entities (effective January 2015) (United Kingdom

Generally Accepted Accounting Practice applicable to Smaller Entities).

This report is made solely to the company's members, as a body, in accordance

with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been

undertaken so that we might state to the company's members those matters we are

required to state to them in a Report of the Auditors and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the company's members as a

body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the

financial statements sufficient to give reasonable assurance that the financial

statements are free from material misstatement, whether caused by fraud or

error. This includes an assessment of: whether the accounting policies are

appropriate to the company's circumstances and have been consistently applied

and adequately disclosed; the reasonableness of significant accounting estimates

made by the directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the

Report of the Directors to identify material inconsistencies with the audited

financial statements and to identify any information that is apparently

materially incorrect based on, or materially inconsistent with, the knowledge

acquired by us in the course of performing the audit. If we become aware of any

apparent material misstatements or inconsistencies we consider the implications

for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2016 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Report of the Directors for the

financial year for which the financial statements are prepared is consistent

with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the

Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Steven Burgess (Senior Statutory Auditor)

for and on behalf of S Burgess & Co Ltd

Statutory Auditor

11 Slayleigh Avenue

Sheffield

South Yorkshire

S10 3RA

12 August 2016

TURNOVER

2

6,628,615

4,715,341

Cost of sales

1,516,425

990,466

GROSS PROFIT

5,112,190

3,724,875

Administrative expenses

4,848,775

3,469,002

263,415

255,873

Other operating income

3

2,126

2,000

OPERATING PROFIT

5

265,541

257,873

Interest receivable and similar income

5,569

9,560

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

271,110

267,433

Tax on profit on ordinary activities

6

(179,564

)

(2,216

)

PROFIT FOR THE FINANCIAL YEAR

450,674

269,649

FIXED ASSETS

Intangible assets

8

2,433,098

2,123,423

Tangible assets

9

525,729

522,044

Investments

10

100,100

100,100

3,058,927

2,745,567

CURRENT ASSETS

Debtors

11

1,931,151

860,448

Cash at bank and in hand

433,230

959,833

2,364,381

1,820,281

CREDITORS

Amounts falling due within one year

12

1,248,543

893,945

NET CURRENT ASSETS

1,115,838

926,336

TOTAL ASSETS LESS CURRENT LIABILITIES

4,174,765

3,671,903

PROVISIONS FOR LIABILITIES

14

108,186

5,737

NET ASSETS

4,066,579

3,666,166

CAPITAL AND RESERVES

Called up share capital

15

985

985

Share premium

16

21,577

21,577

Revaluation reserve

16

258,780

258,780

Capital redemption reserve

16

209

209

Profit and loss account

16

3,785,028

3,384,615

SHAREHOLDERS' FUNDS

4,066,579

3,666,166

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective January 2015).

The financial statements were approved by the Board of Directors on 12 August 2016 and were signed on its behalf by:

A K Myers - Director

Cash generated from operations

Operating profit

265,541

257,873

Reconciliation to cash generated

from operations:

Depreciation

469,862

327,969

(Increase)/decrease in debtors

(788,690

)

149,431

Increase/(decrease) in creditors

354,598

(31,388

)

301,311

703,885

Cash from other sources

Interest received

5,569

9,560

5,569

9,560

Application of cash

Dividends paid

(50,261

)

(50,261

)

Purchase of intangible fixed assets

(764,293

)

(1,043,868

)

Purchase of tangible fixed assets

(18,929

)

-

(833,483

)

(1,094,129

)

Net decrease in cash

(526,603

)

(380,684

)

Cash at bank and in hand at beginning of year

959,833

1,340,517

Cash at bank and in hand at end of year

433,230

959,833

1.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost

convention as modified by the revaluation of certain assets and in

accordance with the Financial Reporting Standard for Smaller Entities

(effective January 2015).

Turnover

Turnover comprises invoiced sales of services supplied by the company,

together with licences for access to software developed by the company, all

excluding value added tax. In respect of licences, the income relating to

access to software is recognised at the point the access is provided. In

respect of services supplied, the income is recognised in accordance with

the contract terms.

Intangible fixed assets

Development costs incurred on specific projects are capitalised as

intangible assets when recoverability can be assessed with reasonable

certainty, and are amortised in line with expected sales arising from the

projects. The capitalised development costs are amortised over six years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on reducing balance

No depreciation is provided on the long leasehold property, as a result of

the property being carried at valuation, which is reviewed each year, with

any change in valuation being shown through reserves.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have

originated but not reversed at the balance sheet date.

Research and development

Expenditure on research and development, incurred other than as described

above in respect of intangible fixed assets, is written off in the year in

which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling

at the rates of exchange ruling at the balance sheet date. Transactions in

foreign currencies are translated into sterling at the rate of exchange

ruling at the date of transaction. Exchange differences are taken into

account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to the profit and loss

account on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions

payable to the company's pension scheme are charged to the profit and loss

account in the period to which they relate.

Fixed asset investments

Fixed asset investments are stated at cost less provision for diminution in

value.

2.

TURNOVER

The turnover and profit before taxation are attributable to the one

principal activity of the company.

An analysis of turnover by geographical market is given below:

31.3.16

31.3.15

United Kingdom

75.05%

95.95%

Europe

24.95%

4.05%

100.00%

100.00%

3.	OTHER OPERATING INCOME

31.3.16

31.3.15

£

£

Sundry receipts

2,126

2,000

4.	STAFF COSTS

31.3.16

31.3.15

£

£

Wages and salaries

3,055,933

2,135,363

Social security costs

339,776

273,907

Other pension costs

311,743

226,778

3,707,452

2,636,048

The average monthly number of employees during the year was as follows:

31.3.16

31.3.15

Directors & administration

8

5

Development & project management

81

67

89

72

In addition £149,287 staff costs were capitalised (2015 £564,485)

5.	OPERATING PROFIT

The operating profit is stated after charging:

31.3.16

31.3.15

£

£

Depreciation - owned assets

15,244

14,014

Software development costs amortisation

454,618

313,955

Auditors' remuneration

9,000

8,600

Directors' remuneration

352,182

132,166

Directors' pension contributions to money purchase schemes

105,589

76,000

The number of directors to whom retirement benefits were accruing was as

follows:

Money purchase schemes

4

2

6.

TAXATION

Analysis of the tax credit

The tax credit on the profit on ordinary activities for the year was as

follows:

31.3.16

31.3.15

£

£

Current tax:

UK corporation tax

(282,013

)

-

Deferred tax

102,449

(2,216

)

Tax on profit on ordinary activities

(179,564

)

(2,216

)

Factors affecting the tax credit

The tax assessed for the year is lower than the standard rate of

corporation tax in the UK. The difference is explained below:

31.3.16

31.3.15

£

£

Profit on ordinary activities before tax

271,110

267,433

Profit on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 20% (2015 - 20%)

54,222

53,487

Effects of:

Expenses not deductible for tax purposes

3,868

2,321

Capital allowances in excess of depreciation

(3,887

)

-

Depreciation in excess of capital allowances

-

2,216

Adjustment in research and development tax credit leading to decrease in the tax charge

(336,216

)

(58,024

)

Current tax credit

(282,013

)

-

7.

DIVIDENDS

31.3.16

31.3.15

£

£

Ordinary Voting shares of 0.01p each

Interim

47,902

47,902

Ordinary Non-Voting shares of 0.01p each

Interim

2,359

2,359

50,261

50,261

8.	INTANGIBLE FIXED ASSETS

Software

development

costs

£

COST

At 1 April 2015

3,130,557

Additions

764,293

At 31 March 2016

3,894,850

AMORTISATION

At 1 April 2015

1,007,134

Amortisation for year

454,618

At 31 March 2016

1,461,752

NET BOOK VALUE

At 31 March 2016

2,433,098

At 31 March 2015

2,123,423

Development costs capitalised, are the costs incurred in the development of

the software known as Surpass Suite e-Assessment, Secure Marker, and

Editions.

9.	TANGIBLE FIXED ASSETS

Fixtures

Long

and

leasehold

fittings

Totals

£

£

£

COST OR VALUATION

At 1 April 2015

480,000

137,132

617,132

Additions

-

18,929

18,929

At 31 March 2016

480,000

156,061

636,061

DEPRECIATION

At 1 April 2015

-

95,088

95,088

Charge for year

-

15,244

15,244

At 31 March 2016

-

110,332

110,332

NET BOOK VALUE

At 31 March 2016

480,000

45,729

525,729

At 31 March 2015

480,000

42,044

522,044

Cost or valuation at 31 March 2016 is represented by:

Fixtures

Long

and

leasehold

fittings

Totals

£

£

£

Valuation in 2014

241,097

-

241,097

Cost

238,903

156,061

394,964

480,000

156,061

636,061

If leasehold property had not been revalued it would have been included at

the following historical cost:

31.3.16

31.3.15

£

£

Cost

238,903

238,903

Aggregate depreciation

27,327

25,368

The leasehold property was valued on an open market basis on 14 August 2014

by Mark Brearley & Company .

The directors are of the opinion the valuation fairly reflects the position

at 31 March 2016.

No provision has been made for corporation tax which would be payable if

the long leasehold property were disposed of at the valuation figure

reflected in the accounts. The potential corporation tax liability due at

the year end amounted to £24,726.

10.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 April 2015

and 31 March 2016

100,100

NET BOOK VALUE

At 31 March 2016

100,100

At 31 March 2015

100,100

The company's investments at the Balance Sheet date in the share capital of

companies include the following:

Readco 193 Limited

Nature of business: The holding of long leasehold property

%

Class of shares:

holding

Ordinary Shares

33.33

30.6.15

30.6.14

£

£

Aggregate capital and reserves

300

300

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.16

31.3.15

£

£

Trade debtors

1,610,068

720,246

Other debtors

6,049

107,827

Corporation tax

282,013

-

Prepayments

33,021

32,375

1,931,151

860,448

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.16

31.3.15

£

£

Trade creditors

427,052

160,169

Social security and other taxes

101,937

76,690

VAT

160,250

150,939

Accruals and deferred income

559,304

506,147

1,248,543

893,945

13.	OPERATING LEASE COMMITMENTS

The following operating lease payments are committed to be paid within one

year:

31.3.16

31.3.15

£

£

Expiring:

Within one year

7,663

6,144

Between one and five years

-

4,554

7,663

10,698

14.	PROVISIONS FOR LIABILITIES

31.3.16

31.3.15

£

£

Deferred tax

108,186

5,737

Deferred

tax

£

Balance at 1 April 2015

5,737

Accelerated capital allowances

111,745

Tax losses carried forward

(9,296

)

Balance at 31 March 2016

108,186

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.16

31.3.15

value:

£

£

9,392,500

Ordinary Voting

0.01p

939

939

462,458

Ordinary Non-Voting

0.01p

46

46

985

985

The company has issued a number of options to purchase 0.01 pence ordinary

voting shares in the company, under the BTL Group Ltd Enterprise Management

Incentive Share Option Scheme. The options are exercisable on either a

listing, or a sale, of the company. The options were granted on 19 April

2013, and at 31 March 2016, 1,042,581 share options were outstanding, at an

exercise price of 7 pence per share, and which will expire on 18 April

2023.