Report of the independent auditors
We have audited the financial statements
which comprise the group profit and loss account, group and company balance sheets,
group cash flow statement, group statement of total recognised gains and losses
and the related notes which have been prepared under the historical cost convention
and the accounting policies set out in the Accounting Policies. We have also
audited the disclosures required by Part 3 of Schedule 7A to the Companies Act
1985 contained in the directors remuneration report (the audited part).
Independent auditors report to the shareholders of BT Group plc
The directors responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are set out in the statement of directors responsibilities. The directors are also responsible for preparing the directors remuneration
Respective responsibilities of directors and auditors
Our responsibility is to audit the financial statements and the audited part of the directors remuneration report in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the companys
members as a body in accordance with Section 235 of the Companies Act 1985 and
for no other purpose. We do not, in giving this opinion, 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
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the audited part of the directors remuneration report have been properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors report is not consistent with the financial statements, if the
company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors remuneration
and transactions is not disclosed.
We read the other information contained in the Annual Report and Form 20-F and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. The other information comprises only the Financial headlines, Chairmans message, Chief Executives statement, Operating and financial review,
Report of the directors, Corporate governance, the unaudited part of the directors remuneration
report and Risk factors.
We review whether the corporate governance statement reflects the companys compliance with the nine provisions of the 2003 FRC Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the boards statements on internal control cover all risks and controls, or to
form an opinion on the effectiveness of the companys or groups corporate
governance procedures or its risk and control procedures.
We conducted our audit in accordance
with auditing standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures
in the financial statements and the audited part of the directors remuneration report. It also includes an assessment of the significant estimates and judgements made by the
directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the companys
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and the audited part of the directors remuneration
report are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall adequacy
of the presentation of information in the financial statements.
In our opinion: the financial statements give a true and fair view of the state of affairs of the company and the group at 31 March 2005 and of the profit and cash flows of the group for the year then ended; the financial statements have been properly prepared in accordance with the Companies Act 1985; and those parts of the directors remuneration report required by Part 3 of
Schedule 7A to the Companies Act 1985 have been properly prepared in accordance with the Companies Act 1985.
Chartered Accountants and Registered Auditors
18 May 2005
Report of Independent Registered Public Accounting Firm to the board of directors and shareholders of BT Group plc
In our opinion, the accompanying
group profit and loss account, group balance sheet, group cash flow
statement, group statement of total recognised gains and losses
and the related notes present fairly, in all material respects,
the financial position of BT Group plc and its subsidiaries at 31 March
2005 and 2004, and the results of their operations and their cash
flows for each of the three years in the period ended 31 March 2005,
in conformity with accounting principles generally accepted in the
United Kingdom. These financial statements are the responsibility
of the groups management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
principles generally accepted in the United Kingdom vary in certain
important respects from accounting principles generally accepted
in the United States of America. Information relating to the nature
and effect of such differences is presented in the United States
Generally Accepted Accounting Principles section.
discussed in Note
1 to the financial statements the company changed its method
for accounting for the employee benefit trust in 2005.
Accountants and Registered Auditors
18 May 2005
(a) The maintenance and integrity of the BT Group plc website is
the responsibility of the directors; the work carried out by the
auditors does not involve consideration of these matters and, accordingly,
the auditors accept no responsibility for any changes that may have
occurred to the financial statements since they were initially presented
on the website.
in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.