Directors Report 1

The directors present their strategic report for BT Cornwall Limited (the "Company") for the year ended 31 March 2018.
Review of business
The Company's turnover increased by 1% to ?3,349,000 for the year ended 31 March 2018. The employees of BT Cornwall Limited provide a range of Information Communications and Technology (ICT) services to Devon and Cornwall Police. The ccontract is operationally stable and mature with a broadly flat headcount requirement. The Company recorded a small loss for the financial year ended 31 March 2018 of ?72,000 (2017: ?47,000). The Company's net liabilities have increased in the year by ?45,000 from ?2,752,000 at 31 March 2017 to ?2,797,000 at 31 March 2018, mainly due to interest payable of ?52,000. The principal activities are included in the Directors' report. These financial statements are prepared on the going concern basis. Principal risk and uncertainties
The principal risks to which BT Group plc (the ultimate controlling entity of the Company) is exposed are also the principal matters which would create risk and uncertainty for the Company. These are managed by the directors of BT Group plc at the group level rather than at an individual business unit level. They are discussed on pages 56-70 of the group's 2018 annual report which does not form part of this report.
Financial risk management
Interest rate cash flow risk The Company has interest-bearing assets. The only interest-bearing asset is an intercompany loan balance with British Telecommunications plc ("BT plc"). The interest rates can be reset in accordance with the loan agreement. The directors will revisit the appropriateness of this policy should the Company's operations change in size or nature.
The Company has not included any other financial risk management policies due to the simplicity of its operations.

Future developments
The Company will continue in its principal activities as an employee vehicle providing services to British Telecommunications plc. Management continues to review the Company's operations to ensure that the services are delivered in the most efficient manner for British Telecommunications plc and its local government customers.

BT Cornwall Limited 2
Strategic report for the year ended 31 March 2018 (continued)
Key performance indicators ("KPIs")
The directors of BT Group plc manage the group's operations on a divisional basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company.
By order of the Board,

c ael Mohun Authorised Signatory for and on behalf of Newgate Street Secretaries Limited Company Secretary 2018-10-03 00:00:00
BT Cornwall Limited

Directors' report for the year ended 31 March 2018
The directors present their annual report on the affairs of BT Cornwall Limited (the "Company"), together with the audited financial statements and independent auditors' report, for the year ended 31 March 2018. The registered number of the Company is 8440701.
Principal activities and future developments
The Company was incorporated on 12 March 2013 as a subsidiary of BT LOS Limited, which owns 100% of its share capital. The Company was dormant until 30 June 2013.
The principal activity of the Company is an employment vehicle, most recently in 2015 for individuals transferring from the outsourcing partners of Devon and Cornwall Police, as part of a long term contract with BT plc. The transfer was managed under the TUPE (Transfer of Undertakings (The Protection of Employment) Regulations) legislation. The Company commenced trading on 1 July 2013.

All indication of the likely future developments of the business is included in the Strategic Report.

Financial risk management
Financial risk management policies are included on the Strategic Report.
Employees
The Company is committed to involving employees in the business through a policy of communication and consultation. Arrangements have been established for the regular provision of information to all employees through briefings, staff conferences and well- established formal consultation procedures.
The Company is committed to its equal opportunities policies, which include promoting training and career development for all employees. Full and fair consideration for all vacancies and opportunities will be given to men and women, people with disabilities and those from ethnic minorities, regardless of marital status, age, religion or sexual orientation. If members of staff become disabled the group continues employment wherever possible and arranges retraining. The policy is supported by a Code of Practice on harassment which recognises that all employees have the right to be treated with dignity and respect.
More details of these policies are set out in the Group's Annual Report and Financial Statements for the year ended 31 March 2018.
BT Cornwall Limited
Directors' report for the year ended 31 March 2018 (continued) Results
The loss before taxation was ?82,000 (2017:?54,000). The tax on loss was ?10,000 (2017:?7,000) which left a loss for the financial year of ?72,000 (2017: ?47,000). The Company's total comprehensive loss for the financial year was ?72,000 (2017: ?64,000).
Dividends
The directors do not recommend the payment of a dividend in respect of the year ended 31 March 2018 (2017: ?ni1).
Going concern
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support provided by BT plc. Please refer to the statement within the accounting policies for further details.
Directors
The directors of the Company who were in office during the year were as follows:
J Hood S Thakrar (appointed 27 June 2017) R Stokes (resigned 30 June 2017)
Directors' indemnities
As permitted by the Articles of Association, the Directors have the benefit of a Directors' and Officers' liability insurance, which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. This indemnity, purchased by BT Group plc and applicable to the directors of the Company, was in force throughout the last financial year and is currently in force. Neither the insurance nor the indemnity provides cover where the person has acted fraudulently or dishonestly.
BT Cornwall Limited Directors' report for the year ended 31 March 2018 (continued) Statement of directors' responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", 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 the financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; ?make judgements and accounting estimates that are reasonable and prudent; and ?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 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.
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.
BT Cornwall Limited 6
Directors' report for the year ended 31 March 2018 (continued)

Disclosure of information to the auditors
So far as each of the directors is aware, there is no relevant information that has not been disclosed to the Company's auditors and each of the directors believes that all steps have been taken that ought to have been taken to make them aware of any relevant audit information and to establish that the Company's auditors have been made aware of that information.
Independent auditors
PricewaterhouseCoopers LLP will stand down as the company's auditors and on the recommendation of the Group's Audit & Risk Committee, the Board proposes that KPMG LLP be appointed as the company's new auditors in the absence of an Annual General Meeting.

The directors' report on pages 3 to 6 were approved by the Board of directors on 3 October 2018 and were sign on its behalf by

Michael Mohun By order of the Board for and on behalf of Newgate Street Secretaries Limited Company secretary 2018-10-03 00:00:00

Registered Office: 81 Newgate Street London EC1A 7AJ
BT Cornwall Limited 7
Independent auditors' report to the members of BT Cornwall Limited
Report on the audit of the financial statements Opinion In our opinion, BT Cornwall Limited's financial statements: ?give a true and fair view of the state of the company's affairs as at 31 March 2018 and of its loss for the year then ended;
?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law); and
?have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise: the balance sheet as at 31 March 2018; the profit and loss account; the statement of comprehensive loss; the statement of changes in equity for the year then ended; the accounting policies; and the notes to the financial statements. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when: ?the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or ?the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. BT Cornwall Limited 8
Independent auditors' report to the members of BT Cornwall Limited (continued)
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors' Report for the year ended 31 March 2018, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to report certain opinions and matters as described below. Strategic Report and Directors' Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the year ended 31 March 2018 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors' Responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. Auditors' responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. Use of this report This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. ? BT Cornwall Limited
Independent auditors' report to the members of BT Cornwall Limited (continued)
Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or ?certain disclosures of directors' remuneration specified by law are not made; or ?the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility.

Nfe.i

Neil Proudlove (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2018-10-03 00:00:00

BT Cornwall Limited 10 Profit and loss account for the year ended 31 March 2018
Sheet1 All results derive from continuing operations.

BT Cornwall Limited 11 Statement of comprehensive loss for the year ended 31 March 2018
Sheet2 BT Cornwall Limited 12

Directors Report 2

The directors present their strategic report for BT Cornwall Limited (the "Company") for the year ended 31 March 2017.
Review of business
The Company's turnover decreased by 69% from ?10,759,000 for the year ended 31 March 2016 to ?3,329,000 for the year ended 31 March 2017. In January 2016, the contract with Cornwall Council was terminated and c280 resources working on the Cornwall Council and associated partners contract transferred out of the Company and back to their original employers therefore this has resulted in a reduction in turnover. The operating loss decreased by 3% from ?33,000 to ?32,000. The loss for the financial year was ?47,000 (2016: ?26,000). The Company's net liabilities have increased in the year by ?42,000 from ?2,710,000 at 31 March 2016 to ?2,752,000 at 31 March 2017 mainly due to interest payable of ?22,000. The principal activities are included in the Directors' report.
These financial statements are prepared on the going concern basis. There would be no material differences between the results as presented and those on a break-up basis.
Principal risk and uncertainties
The principal risks to which BT Group plc (the ultimate controlling entity of the Company) is exposed are also the principal matters which would create risk and uncertainty for the Company. These are managed by the directors Of BT Group plc at the group level rather than at an individual business unit level. They are discussed on pages 44-54 of the group's 2017 annual report which does not form part of this report.
Financial risk management
Interest rate cash flow risk The Company has interest-bearing assets. The only interest-bearing asset is an intercompany loan balance with British Telecommunications plc ("BT plc"). The interest rates can be reset in accordance with the loan agreement. The directors will revisit the appropriateness of this policy should the Company's operations change in size or nature.
The Company has not included any other financial risk management policies due to the simplicity of its operations.
BT Cornwall Limited 2 Strategic report for the year ended 31 March 2017 (continued) Key performance indicators ("KPIs")
The directors of BT Group plc manage the group's operations on a divisional basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company.
Authorised Signatory for and on behalf of Newgate Street Secretaries Limited Company Secretary 2017-09-27 00:00:00

By order ojhej oard
BT Cornwall Limited 3
Directors' report for the year ended 31 March 2017
The directors present their annual report on the affairs of BT Cornwall Limited (the "Company"), together with the audited financial statements and independent auditors' report, for the year ended 31 March 2017.The registered number of the Company is 8440701.
Principal activities and future developments
The Company was incorporated on 12 March 2013 as a subsidiary of BT LGS Limited, which owns 100% of its share capital.?The Company was dormant until 30 June 2013.
The principal activity of the Company is an employment vehicle for individuals transferring out of Cornwall Council and Devon Cornwall Police as part of a long term contract with BT plc, under the TUPE (Transfer of Undertakings (The Protection of Employment) Regulations) legislation. The Company started trading on 1 July 2013.
In January 2016, the contract with Cornwall Council was terminated and c280 resources working on the Cornwall Council and associated partners contract transferred out of BT Cornwall Limited and back to their original employers. These financial statements have been prepared on the going concern basis. There would be no material differences between the results presented and those on a break-up basis.
Financial risk management
Financial risk management policies are included on the Strategic Report.
Employees
The Company is committed to involving employees in the business through a policy of communication and consultation. Arrangements have been established for the regular provision of information to all employees through briefings, staff conferences and well- established formal consultation procedures.
The Company is committed to its equal opportunities policies, which include promoting training and career development for all employees. Full and fair consideration for all vacancies and opportunities will be given to men and women, people with disabilities and those from ethnic minorities, regardless of marital status, age, religion or sexual orientation. If members of staff become disabled the group continues employment wherever possible and arranges retraining. The policy is supported by a Code of Practice on harassment which recognises that all employees have the right to be treated with dignity and respect.
More details of these policies are set out in the Group's Annual Report and Financial Statements for the year ended 31 March 2017.
BT Cornwall Limited 4 Directors' report for the year ended 31 March 2017 (continued) Results
The loss before taxation was ?54,000 (2016:?28,000). The tax on loss was ?7,000 (201612,000) which left a loss for the financial year of ?47,000 (2016: ?26,000). The Company's total comprehensive loss for the financial year was ?64,000 (2016: ?2,706,000).
Dividends
The directors do not recommend the payment of a dividend in-t'espect of the year ended 31 March 2017 (2016: Ellie. tl Going concern
The directors believe that preparing the financial statements on the going concern basis is appropriate. Please refer to the accounting policies (page 13) for further details.
Directors
The directors of the Company who were in office during the year were as follows:
J Hood S Thakrar (appointed 27 June 2017) R Stokes (resigned 30 June 2017) C Anderson (resigned on 31 January 2017)
Directors' indemnities
As permitted by the Articles of Association, the Directors have the benefit of a Directors' and Officers' liability insurance, which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. This indemnity, purchased by BT Group plc and applicable to the directors of the Company, was in force throughout the last financial year and is currently in force. Neither the insurance nor the indemnity provides cover where the person has acted fraudulently or dishonestly.
BT Cornwall Limited 5
Directors' report for the year ended 31 March 2017 (continued)

Statement of Directors' Responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", 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 the financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; ?make judgements and accounting estimates that are reasonable and prudent; and ?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.
The directors 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.
In the case of each director in office at the date the Directors' Report is approved:
?so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and ?they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
BT Cornwall Limited 6
Directors' report for the year ended 31 March 2017 (continued)

Disclosure of information to the auditors
So far as each of the directors is aware, there is no relevant information that has not been disclosed to the Company's auditors and each of the directors believes that all steps have been taken that ought to have been taken to make them aware of any relevant audit information and to establish that the Company's auditorshave been made aware of that information.
Independent auditors
PricewaterhouseCoopers LLP have indicated their willingness to be reappointed for another term and appropriate arrangements are being made for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

The directors' report on pages 3 to 6 were approved by the Board of directors on 27 September 2017 d were signed on its behalf by

By order of the Board for and on behalf of Newgate Street Secretaries Limited Company secretary 2017-09-27 00:00:00

Registered Office: 81 Newgate Street London EC 1A 7AJ BT Cornwall Limited 7
Independent auditors' report to the members of BT Cornwall Limited
Report on the financial statements Our opinion In our opinion, BT Cornwall Limited's financial statements (the "financial statements"): ?give a true and fair view of the state of the company's affairs as at 31 March 2017 and of its loss for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited. The financial statements, included within the Strategic Report, Directors' Report and Financial Statements (the "Annual Report"), comprise: ?the Balance sheet as at 31 March 2017; ?the Profit and loss account and Statement of comprehensive loss for the year then ended; ?the Statement of changes in equity for the year then ended; ?the accounting policies; and ?the notes to the financial statements, which include other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is United Kingdom Accounting Standards, comprising FRS lot "Reduced Disclosure Framework", and applicable law (United Kingdom Generally Accepted Accounting Practice). In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: ?the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ?the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. In addition, in light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatements in the Strategic Report and the Directors' Report. We have nothing to report in this respect. Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?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. We have no exceptions to report arising from this responsibility. Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
BT Cornwall Limited 8
Independent auditors' report to the members of BT Cornwall Limited (continued)
Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.' This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). 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. We primarily focus our Work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report 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. With respect to the Strategic Report and Directors' Report, we consider whether those reports include the disclosures required by applicable legal requirements.
NI tut (Lk, Neil Proudlove (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors liondon a September 2017
BT Cornwall Limited 9
Profit and loss account for the year ended 31 March 2017
Sheet1 All results derive from continuing operations. Sheet2 BT Cornwall Limited 11

Directors Report 3

The directors present their strategic report for BT Cornwall Limited (the "Company") for the year ended 31 March 2016.
Review of business
The Company's revenue decreased by 1% from ?10,917,000 for the period ended 31 March 2015 to ?10,759,000 for the year ended 31 March 2016. On 1st April 2015 c90 resources from Devon and Cornwall Police transferred into the Company to service a new ICT service contract. In January 2016, the contract with Cornwall Council was terminated and c280 resources working on the Cornwall Council and associated partners contract transferred out of the Company and back to their original employers. The operating loss increased by 74% from ?19,000 to ?33,000. This increase is related to the share based payment charge for the year and FRS 101 audit fees. The loss for the financial year was ?26,000 (2015: ?19,000). The Company's net liabilities have increased in the year by ?2,687,000 from ?23,000 at 31 March 2015 to ?2,710,000 at 31 March 2016 mainly due to the pension deficit obligation of ?3,350,000. The principal activities are included in the Directors' report.
These financial statements are prepared on the going concern basis. There would be no material differences between the results as presented and those on a break-up basis.
Principal risk and uncertainties
The principal risks to which BT Group plc (the ultimate controlling entity of the Company) is exposed are also the principal matters which would create risk and uncertainty for the Company. These are managed by the directors of BT Group plc at the group level rather than at an individual business unit level. They are discussed on page 47-56 of the group's 2016 annual report which does not form part of this report.
Financial risk management
Interest rate cash flow risk The Company has interest-bearing assets. The only interest-bearing asset is an intercompany loan balance with British Telecommunications plc ("BT plc"). The interest rates can be reset in accordance with the loan agreement. The directors will revisit the appropriateness of this policy should the Company's operations change in size or nature.
The Company has not included any other financial risk management policies due to the simplicity of its operations.
BT Cornwall Limited 2
Strategic report for the year ended 31 March 2016 (continued)
Key performance indicators ("KPIs")
The directors of BT Group plc manage the group's operations on a divisional basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company.
By order of the Board,
012A,410 Authorised Signatory for and on behalf of Newgate Street Secretaries Limited Company Secretary 2016-11-16 00:00:00
BT Cornwall Limited 3
Directors' report for the year ended 31 March 2016
The directors present their annual report on the affairs of BT Cornwall Limited (the "Company"), together with the financial statements and auditors' report, for the year ended 31 March 2016.The registered number of the Company is 8440701.
Principal activities and future developments
The Company was incorporated on 12 March 2013 as a subsidiary of BT LOS Limited, which owns 100% of its share capital. The Company was dormant until 30 June 2013.
The principal activity of the Company is an employment vehicle for individuals transferring out of Cornwall Council and Devon Cornwall Police as part of a long term contract with BT plc, under the TUPE (Transfer of Undertakings (The Protection of Employment) Regulations) legislation. The Company started trading on 1 July 2013.
In January 2016, the contract with Cornwall Council was terminated and c280 resources working on the Cornwall Council and associated partners contract transferred out of BT Cornwall Limited and back to their original employers. These financial statements have been prepared on the going concern basis. There would be no material differences between the results presented and those on a break-up basis.
First-time adoption of FRS 101
For all periods up to and including the year ended 31 March 2015, the Company prepared its separate financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (UK GAAP). The Company's annual financial statements for the year ended 31 March 2016 are the first that the Company has prepared in accordance with FRS 101 "Reduced Disclosure Framework" which involves the application of International Financial Reporting Standards (IFRS) with a reduced level of disclosure. The standard is effective for periods beginning on or after 1 January 2015.
The Company meets the definition of a qualifying subsidiary under FRS 100. Accordingly, in the year ended 31 March 2016 the Company has undergone transition from reporting under previous UK GAAP to FRS 101 'Reduced Disclosure Framework'. As required by FRS 101, these financial statements include comparative FRS101 financial information for the year ended 31 March 2015. FRS 101 incorporates, with limited amendments, International Financial Reporting Standards (IFRS).
Financial risk management
Financial risk management policies are included on the Strategic Report.
BT Cornwall Limited 4 Directors' report for the year ended 31 March 2016 (continued) Employees
The Company is committed to involving employees in the business through a policy of communication and consultation. Arrangements have been established for the regular provision of information to all employees through briefings, staff conferences and well- established formal consultation procedures.
The Company is committed to its equal opportunities policies, which include promoting training and career development for all employees. Full and fair consideration for all vacancies and opportunities will be given to men and women, people with disabilities and those from ethnic minorities, regardless of marital status, age, religion or sexual orientation. If members of staff become disabled the group continues employment wherever possible and arranges retraining. The policy is supported by a Code of Practice on harassment which recognises that all employees have the right to be treated with dignity and respect.
More details of these policies are set out in the Group's Annual Report and Financial Statements for the year ended 31 March 2016.
Results
The loss on ordinary activities before taxation was ?28,000 (2015:U1,000). The tax on loss on ordinary activities was ?2,000 (201512,000) which left a loss for the financial year of ?26,000 (2015: ?19,000). The Company's total comprehensive loss for the financial year was ?2,706,000 (2015: ?19,000) mainly due to the pension deficit obligation of ?3,350,000.
Dividends
The directors do not recommend the payment of a dividend in respect of the year ended 31 March 2016 (2015: ?ni1).
Going concern
The directors believe that preparing the financial statements on the going concern basis is appropriate. Please refer to the accounting policies (page 12) for further details.
Directors
The directors of the Company who were in office during the year and up to the date of signing the financial statements were as follows:
J Hood C Anderson R Stokes (appointed 30 September 2015)
BT Cornwall Limited 5 Directors' report for the year ended 31 March 2016 (continued) Directors' indemnities
As permitted by the Articles of Association, the Directors have the benefit of a Directors' and Officers' liability insurance, which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. This indemnity, purchased by BT Group plc and applicable to the directors of the Company, was in force throughout the last financial year and is currently in force. Neither the insurance nor the indemnity provides cover where the person has acted fraudulently or dishonestly.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' report 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 prepared the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).
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 financial year. 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;
?state whether applicable United Kingdom Accounting Standards, including FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements;
?notify its shareholders in writing about the use of disclosure exemptions, if any, of FRS 101 used in the preparation of financial statements; and
?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.
BT Cornwall Limited 6
Directors' report for the year ended 31 March 2016 (continued)

Disclosure of information to the auditors
So far as each of the directors is aware, there is no relevant information that has not been disclosed to the Company's auditors and each of the directors believes that all steps have been taken that ought to have been taken to make them aware of any relevant audit information and to establish that the Company's auditors have been made aware of that information.
Independent auditors
PricewaterhouseCoopers LLP have indicated their willingness to be reappointed for another term and appropriate arrangements are being made for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

The directors' report on pages 3 to 6 were approved by the Board of directors on 16 November 2016 and were signed on its behalf by Alberto Buffa.
011.0a4-0 P"ottk,
By order of the Board for and on behalf of Newgate Street Secretaries Limited Company secretary 2016-11-16 00:00:00

Registered Office: 81 Newgate Street London EC1A 7AJ
BT Cornwall Limited 7
Independent auditors' report to the members of BT Cornwall Limited
Report on the financial statements Our opinion In our opinion, BT Cornwall Limited's financial statements (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 loss for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited The financial statements, included within the financial statements (the "Annual Report"), comprise: ?the Balance sheet as at 31 March 2016; ?the Profit and loss account for the year then ended; ?the Statement of changes in equity for the year then ended; ?the Statement of comprehensive loss for the year then ended; ?the accounting policies; and ?the notes to the financial statements, which include other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law (United Kingdom Generally Accepted Accounting Practice). In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Opinions on other matters prescribed by the Companies Act 2006.0 In our opinion, based on the work undertaken in the course of the audit: ?the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; ?the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. In addition, in light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatements in the Strategic Report and the Directors' Report. We have nothing to report in this respect. Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?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. We have no exceptions to report arising from this responsibility. Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
BT Cornwall Limited 8
Independent auditors' report to the members of BT Cornwall Limited (continued)
Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of the Directors' Responsibilities, 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) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the parent company's members as a body in accordance with Chapter 3 of Part 3.6 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). 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. We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report 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. With respect to the Strategic Report and Directors' Report, we consider whether those reports include the disclosures required by applicable legal requirements.
4.0

Neil Proudlove (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London lb November 2016
BT Cornwall Limited 9
Profit and loss account for the year ended 31 March 2016
Sheet1 All results derive from continuing operations.

BT Cornwall Limited 10 Statement of comprehensive loss for the year ended 31 March 2016
Sheet2 BT Cornwall Limited 11

Directors Report 4

The directors present their strategic report for BT Cornwall Limited (the"Company") for the year ended 31 March 2015.
Review of business
The Company's turnover increased by 61% from ?6,762,000 for the period ended 31 March 2014 to ?10,917,000 for the year ended 31 March 2015 since FY14/15 was a full trading year whilst FY13/14 was a 9 month period. In addition, several transformation projects were undertaken during the financial year, most notably the replacement of the MS Windows 7 . desktop operating system across the council estate. The operating loss increased by 217% from ?6,000 to ?19,000. This increase is related to the share based payment charge for the year. The loss for the financial year was ?19,000 (2014: for the period ?17,000). The principal activities are included in the Directors' report.
Principal risk and uncertainties
The principal risks to which BT Group plc (the ultimate controlling entity of the Company) is exposed are also the principal matters which would create risk and uncertainty for the Company. These are managed by the directors of BT Group plc at the group level rather than at an individual business unit level. They are discussed on page 41-52 of the group's 2015 annual report which does not form part of this report.
The Company has not included any additional disclosure of financial risk management policies due to the simplicity of its operations and the loan agreement being between British Telecommunications plc and the Company.
Key performance indicators ("KPIs")
The directors of BT Group plc manage the group's operations on a divisional basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company.

By order of the Board,

Aitlirised Signatory for and on behalf of Newgate Street Secretaries Limited Company Secretary S" OcTo&i 2015
BT Cornwall Limited
Directors' report for the period ended 31 March 2014
The directors submit their report and the audited financial statements of BT Cornwall Limited (the "Company") for the year ended 31 March 2015. The registered number of the Company is 8440701.
Principal activities and future developments
The Company was incorporated on 12 March 2013 by BT LOS Limited which owns 100% of the share capital. The Company was dormant until 30 June 2013.
The principal activity of the Company is an employment vehicle for individuals transferring out of Cornwall Council as part of a long term contract with British Telecommunications plc, under the TUPE (Transfer of Undertakings (The Protection of Employment) Regulations) legislation. The Company started trading on 1 July 2013. The directors do not anticipate any change in the foreseeable future.
Financial risk management
Financial risk management policies are included on the Strategic Report.
Employees
The Company is committed to involving employees in the business through a policy of communication and consultation. Arrangements have been established for the regular provision of information to all employees through briefings, staff conferences and well established formal consultation procedures.
The Company is committed to its equal opportunities policies, which includes promoting training and career development for all employees. Full and fair consideration for all vacancies and opportunities will be given to men and women, people with disabilities and those from ethnic minorities, regardless of marital status, age, religion or sexual orientation. If members of staff become disabled the group continues employment, wherever possible, and arranges retraining. The policy is supported by a Code of Practice on harassment which recognises that all employees have the right to be treated with dignity and respect.
More details of these policies are set out in BT Group plc's annual report and financial statements for the year ended 31 March 2015.
Results and dividends
The loss on ordinary activities before taxation was ?21,000 (2014:?17,000). The tax on loss on ordinary activities was ?2,000 (2014:?ni1) which left a loss for the year of ?19,000 (2014: for the period ?17,000).
The directors do not recommend the payment of a dividend in respect of the year ended 31 March 2015 (2014: ?ni1).
BT Cornwall Limited 4 Directors' report for the period ended 31 March 2015 (continued) Going concern
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support provided by British Telecommunications plc. Please refer to the accounting policies for further details.
Directors
A list of the current directors is set out on page 1. P Aitken held office during the period as a director until he resigned on 30 November 2014. R Stokes was appointed as a director on 30 September 2015. The remaining directors held office throughout the year and up to the date of signing of this report.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic report, Directors' report 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 prepared 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; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
BT Cornwall Limited 5
Directors report for the period ended 31 March 2015 (continued) Post balance sheet events
Details of the post balance sheet events are contained in note 16 of the notes to the Financial Statements.
Disclosure of information to auditors
As far as each of the directors is aware, there is no relevant audit information of which the Company's auditor is unaware and each of the directors has taken all reasonable steps that ought to have been taken to make the auditor aware of any relevant audit information and to establish that the Company's auditors is aware of that information.

The directors' report on pages 3 to 5 were approved by the Board of directors on ?S". Oc-roEEK 2015 and were signed on its behalf by

ignat66 on behalf of Newgate Street Secretaries Limited Company secretary 5" October 2015
BT Cornwall Limited
Independent auditors' report to the members of BT Cornwall Limited Report on the financial statements Our Opinion In our opinion, BT Cornwall Limited's financial statements (the "financial statements"):
?give a true and fair view of the state of the company's affairs as at 31 March 2015 and of its loss for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
What we have audited
The financial statements comprise:
?the balance sheet as at 31 March 2015; ?the profit and loss account for the year then ended; ?the accounting policies; and ?the notes to the financial statements, which include other explanatory information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.
BT Cornwall Limited 7
Independent auditors' report to the members of BT Cornwall Limited (continued)
Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion:
? we have not received all the information and explanations we require for our audit; or ?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. We have no exceptions to report arising from this responsibility.
Directors' remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 4 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 ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
BT Cornwall Limited 8
Independent auditors' report to the members of BT Cornwall Limited (continued)
What an audit of financial statements involves
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). 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.
We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information in the Financial Statements 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.

NtJ

Neil Proudlove (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Registered Auditors (Statutory Auditors) London crToe.Gg. 2015 BT Cornwall Limited
Profit and loss account for the year ended 31 March 2015
Sheet1 All results derive from continuing operations.
There have been no recognised gains or losses during 2015 or 2014 other than as disclosed in the profit and loss account and therefore no separate statement of total recognised gains and losses has been presented.
There were no material differences between the results as disclosed above and the results on an unmodified historical cost basis.
BT Cornwall Limited 10

Directors Report 5

The directors present their strategic report for BT Cornwall Limited (the"Company") for the period ended 31 March 2014.
Review of business
Turnover was ?6,762,000 for the period ended 31 March 2014. The loss for the financial period was ?17,000.
The Company was incorporated on 12 March 2013 by BT LGS Limited which owns 100% of the share capital. The Company was dormant until 30 June 2013.
The principal activity of the company is an employment vehicle for individuals transferring out of Cornwall Council as part of a long term contract with British Telecommunications plc, under the TUPE (Transfer of Undertakings (The Protection of Employment) Regulations) legislation. The Company started trading on 1 July 2013. The directors do not anticipate any change in the foreseeable future.
The principal risks to which BT Group plc (the ultimate controlling entity of the Company) is exposed are also the principal matters which would create risk and uncertainty for the Company. These are managed by the directors of BT Group plc at the group level rather than at an individual business unit level. They are discussed on page 50-55 of the group's 2014 annual report which does not form part of this report.
The Company has not included any financial risk management policies due to the simplicity of its operations and the loan agreement being between British Telecommunications plc and the Company.
Key performance indicators ("KPIs")
The directors of BT Group plc manage the group's operations on a divisional basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company.

By order of the Board,

A ? orised Signatory for and on behalf of Newgate Street Secretaries Limited Company Secretary 30 ocArDbq 2014
BT Cornwall Limited 3
Directors' report for the period ended 31 March 2014
The directors submit their report and the audited financial statements of BT Cornwall Limited (the "Company") for the period ended 31 March 2014. The registered number of the Company is 8440701.
Principal activities and future developments
The Company was incorporated on 12 March 2013 by BT LGS Limited which owns 100% of the share capital. The Company was dormant until 30 June 2013.
The principal activity of the company is an employment vehicle for individuals transferring out of Cornwall Council as part of a long term contract with British Telecommunications plc, under the TUPE (Transfer of Undertakings (The Protection of Employment) Regulations) legislation. The Company started trading on 1 July 2013. The directors do not anticipate any change in the foreseeable future.
Employees
The Company is committed to involving employees in the business through a policy of communication and consultation. Arrangements have been established for the regular provision of information to all employees through briefings, staff conferences and well established formal consultation procedures.
The Company is committed to its equal opportunities policies, which includes promoting training and career development for all employees. Full and fair consideration for all vacancies and opportunities will be given to men and women, people with disabilities and those from ethnic minorities, regardless of marital status, age, religion or sexual orientation. If members of staff become disabled the group continues employment, wherever possible, and arranges retraining. The policy is supported by a Code of Practice on harassment which recognises that all employees have the right to be treated with dignity and respect.
More details of these policies are set out in BT Group plc's annual report and financial statements for the period ended 31 March 2014.
Results and dividends
The loss on ordinary activities before taxation was ?17,000. The tax on loss on ordinary activities was ?nil which left a loss for the financial period of ?17,000.
The directors do not recommend the payment of a dividend in respect of the period ended 31 March 2014.
Going concern
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support provided by British Telecommunications plc. Please refer to the accounting policies (page 11) for further details.
BT Cornwall Limited 4
Directors' report for the period ended 31 March 2014 (continued)
Directors
A list of the current directors is set out on page 1. M Cole held office during the period as a director until he resigned on 26 March 2013. P Aitken and C Anderson were appointed on 21 March 2013. The remaining director held office throughout the period and up to the date Of signing of this report.

Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic report, Directors' report 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 prepared 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; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
BT Cornwall Limited 5
Directors' report for the period ended 31 March 2014 (continued)
Disclosure of information to auditors
As far as each of the directors is aware, there is no relevant audit information of which the Company's auditor is unaware and each of the directors has taken all reasonable steps that ought to have been taken to make the auditor aware of any relevant audit information and to establish that the Company's auditors is aware of that information.

The directors' report on pages 3 to 5 were approved by the Board of directors on 3o 0 (IA el 2014 and were signed on its behalf by

ignatory or and on behalf of New gate Street Secretaries Limited Company Secretary jt d 2014
BT Cornwall Limited 6
Independent auditors' report to the members of BT Cornwall Limited
Report on the financial statements Our Opinion In our opinion the financial statements, defined below:
?give a true and fair view of the state of the company's affairs as at 31 March 2014 and of its loss for the period then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. This opinion is to be read in the context of what we say in the remainder of this report.
What we have audited
The financial statements, which are prepared by BT Cornwall Limited, comprise:
?Balance Sheet as at 31 March 2014; ?Profit and loss account for the period then ended; ?Accounting policies; and ?Notes to the financial statements and other explanatory information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). 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. BT Cornwall Limited 7
Independent auditors' report to the members of BT Cornwall Limited
In addition, we read all the financial and non-financial information in the Strategic Report, Directors Report and Financial Statements (the "Annual Report") 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 other matters prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements.
Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion:
? we have not received all the information and explanations we require for our audit; or ?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. We have no exceptions to report arising from this responsibility.
Directors' remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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 ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
BT Cornwall Limited 8
Independent auditors' report to the members of BT Cornwall Limited
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Neil Proudlove (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London o CpeAt51J- 2014
BT Cornwall Limited 9
Profit and loss account for the period ended 31' March 2014
Sheet1 All results derive from continuing operations.
There have been no recognised gains or losses during 2014 other than as disclosed in the profit and loss account and therefore no separate statement of total recognised gains and losses has been presented.
There were no material differences between the results as disclosed in above and the results on an unmodified historical cost basis.
BT Cornwall Limited