Directors Report 1

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2014.
The directors' report has been prepared in accordance with the special provisions relating to small
Strategic report The company meets the size criteria as a small company and is therefore not required to provide a

Principal activities and review of business The principal activity of the company is to act as a financing company. The company is expected to

Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below: SR Gardiner IJA Plenderleith (resigned 29 July 2014) UU Secretariat Limited (appointed 29 July 2014)
During the year directors' and officers' liability insurance was in force.
Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that: 1.so far as he is aware, there is no relevant audit information of which the company's auditor is
2.he has taken all the steps that he ought to have taken as a director in order to make himself aware of
information. This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and
Approved by the board and signed on its behalf by:

SR Gardiner Director 2014-09-22 00:00:00

3.0
Birchpoint No. 1

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the directors' report and the financial statements in accordance

Company law requires the directors to prepare financial statements for each financial year. Under that law
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
company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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.

4.0
Independent auditor's report to the members of Birchpoint No. 1
We have audited the financial statements of Birchpoint No. 1 for the year ended 31 March 2014 set out on
law and UK Accounting Standards (UK Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report 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 auditor As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are
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 A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate.
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 2014 and of its profit for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice; 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 Directors' Report 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
?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 take advantage of the small companies exemption in preparing the
prepare a strategic report.

J4Jin Costello (Senior Statutory Auditor) fo and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants St James' Square Manchester MDDS ctober 2014
5.0
Birchpoint No. 1

Directors Report 2

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2013
The directors' report has been prepared in accordance with the special provisions relating to small

Results and dividends The company recorded a profit for the year of ?1,754,993 (2012 ?1,753,765) The directors do not

Principal activities and review of business The principal activity of the company is to act as a financing company The company is expected to

Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below SR Gardiner
During the year directors' and officers' liability insurance was in force
Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that 1 so far as he is aware, there is no relevant audit information of which the company's auditor is
2 he has taken all the steps that he ought to have taken as a director in order to make himself aware of
information This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor Our auditor, KPMG, has informed us that for administrative reasons and to instigate the orderly wind
KPMG Audit Plc to KPMG LLP KPMG Audit Plc has indicated that it will resign as auditor during the year ending 31 March 2014 and The Board of Directors will propose the appointment of KPMG LLP as auditor of the Company for the financial year ending 31 March 2014
Approved by the board and signed on its behalf by
g kfik SR Gardiner
2013-10-01 00:00:00 2 Y

3.0
Birchpoint No 1

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing their report and the financial statements in accordance with

Company law requires the directors to prepare financial statements for each financial year Under that law
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
company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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

4.0
Independent auditor's report to the members of Birchpoint No. I

We have audited the financial statements of Birchpoint No 1 for the year ended 31 March 2013 set out on
law and UK Accounting Standards (UK Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report 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 auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
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 A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www frc org uk/auditscopeukpnvate
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 2013 and of its profit for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, 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 Directors' Report 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
?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

JoIM Costello Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants St lames' Square Manchester M2 6DS 1.6,? October 2013

5.0
Birchpoint No 1

Directors Report 3

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2012
The directors' report has been prepared in accordance with the special provisions relating to small

Results and dividends The company recorded a profit for the year of ?1,753,765 (2011 ?1,047,408) The directors do not

Principal activities and review of business The principal activity of the company is to act as a financing company The company is expected to

Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below SR Gardiner
During the year directors' and officers' liability insurance was in force Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that 1 so far as he or she is aware, there is no relevant audit information of which the company's auditor is
2 he or she has taken all the steps that he/she ought to have taken as a director in order to make
aware of that tnfonnatton This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor During the year Deloate LLP resigned as auditor of the company and KPMG Audit Plc were appointed
Appropriate arrangements have been put in place for KPMG Audit Plc to be deemed reappointed as

Approved by the board and signed on its behalf by

SR Gardiner Director 2012-09-16 00:00:00

3.0

throhpotnt No 1

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing their report and the financial statements in accordance with

Company law requires the directors to prepare financial statements for each financial year Under that law
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
company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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

4.0
Independent auditor's report to the members of Birchpoint No 1

We have audited the financial statements of Birchpoint No 1 for the year ended 31 March 2012 set out on
law and UK Accounting Standards (UK Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report 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 auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
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 (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the APB's website at www frc org uldapb/scope/private cfm
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 2012 and of its profit for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, 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 Directors' Report 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
?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

J4fin Costello (Senior Statutory Auditor) and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants St James Square Manchester M2 6DS ?It September 2012

5.0 Birchpotnt No 1

Directors Report 4

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2011
companies of the Companies Act 2006 Accordingly, no enhanced business review has been prepared
Principal activities and review of business The principal activity of the company is to act as a financing company The company is expected to

Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below C Cornish (resigned 30 September 2010) SR Gardiner IJA Plenderleith During the year directors' and officers' liability insurance was in force
The company recorded a profit for the year of ?1,047,408 (2010 ?286,544) During the year ?1,128,600
payment of an ordinary dividend (2010 ?nil)
Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that 1 so far as he or she is aware, there is no relevant audit information of which the company's auditor is
2 he or she has taken all the steps that he/she ought to have taken as a director in order to make
aware of that information This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor During the year, following a thorough tender process, the United Utilities Group PLC's (the group) audit
its subsidiary undertakings, following the conclusion of Deloitte LLP's audit of the 2011 financial statements Deloitte LLP will therefore resign as auditor to the company and KPMG Audit Plc will be appointed to fill a casual vacancy In the absence of an annual general meeting KPMG Audit Plc will thereafter be deemed to be reappointed as auditor to the company
Approved by the board and signed on its behalf by

JL Gilmore For and on behalf of UU Secretariat Limited Company Secretary 5-0 September 2011

3.0
Birchpoint No 1

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing their report and the financial statements in accordance with

Company law requires the directors to prepare financial statements for each financial year Under that law
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 judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that
_ The directors are responsible for keeping adequate accounting records that are sufficient to show and
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

4.0
Independent auditor's report to the members of Birchpoint No. I

We have audited the financial statements of Birchpoint No 1 for the year ended 31 March 2011 which
the reconciliation of movements in shareholders' funds and the related notes I to 9 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)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report 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 auditor As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the
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
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 annual report to identify material inconsistencies with the audited financial statements 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 2011 and of its
?have been properly prepared in accordance with United Kingdom Generally Accepted
?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 Directors' Report for the financial year for which the financial

5.0
Independent auditor's report to the members of Birchpoint No. I

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
?adequate accounting records have not been kept, or returns adequate for our audit have not been
?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 take advantage of the small companies exemption in preparing

dleicurout---Gt---
Jane Boardman (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor Manchester, UK 36 September 2011

6.0
Birchpoint No.1

Directors Report 5

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2010
The directors' report has been prepared in accordance with the special provisions relating to small

Principal activities and review of business The principal activity of the company is to act as a financing company The company is expected to
Companies Act 2006
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below C Cornish SR Gardiner IJA Plenderleith During the year directors' and officers' liability insurance was in force
The company recorded a profit for the year of ?286,544 (2009 083,970) During the year ?1,230,800 of
dividend (2009 fnil)
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that ?so far as the director is aware, there is no relevant audit information of which the company's

?the director has taken all the steps that he ought to have taken as a director to make himself aware
aware of that information
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of

Auditors Deloitte LLP have indicated their willingness to be reappointed for another term and appropriate
Annual General Meeting

--- JL Gilmore For and on behalf of UU Secretariat Limited Company Secretary dc3/4 September 2010

3.0

By ordentarck
Birchpoint No 1

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing their report and the financial statements in accordance with

Company law requires the directors to prepare financial statements for each financial year Under that law
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 judgments and accounting estimates that are reasonable and prudent, and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume

The directors are responsible for keeping adequate accounting records that are sufficient to show and
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

4.0
Independent auditors' report to the members of Birchpoint No. I

We have audited the financial statements of Birchpoint No I for the year ended 31 March 2010 which
the reconciliation of movements in shareholders' funds, and the related notes I to 9 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) This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditors' report 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 Directors' Responsibilities Statement, the directors are responsible for the
responsibility is to audit 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 (APB'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
whether caused by fraud or error This includes an assessment of whether the accounting policies are appropnate 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 Opinion on financial statements In our opituon the financial statements ?give a true and fair view of the state of the company's affairs as at 31 March 2010 and of its
?have been properly prepared in accordance with United Kingdom Generally Accepted
?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescried by the Companies Act 2006 In our opinion the information given in the Directors' Report 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
?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 ?the directors were not entitled to prepare the financial statements in accordance with the small
directors' report, or ?we have not received all the information and explanations we require for our audit

Jane Boardman (Senior Statutory Auditor)
Chartered Accountants and Statutory Auditors
29 September 2010 5.0 Birchpoint No 1

Directors Report 6

The directors present their report and the audited financial statements for the year ended 31 March 2009.
The directors' report has been prepared in accordance with the special provisions relating to small

Principal activities and review of business The principal activity of the company is to act as an investment holding company. The company will
under the Companies Act 1985.
Directors The directors who held office during the year and to date are given below: MG Beesley C Cornish
SR Gardiner Di Kilgour IJA Plenderleith K Starling (appointed 12 May 2008; resigned 29 August 2008) (appointed 12 May 2008) (resigned 12 May 2008) (appointed 29 August 2008) (resigned 12 May 2008) (appointed 12 May 2008) (resigned 12 May 2008) During the year directors' and officers' liability insurance was in force.
The company recorded a profit for the year of ?783,970 (2008: ?892,932). The directors do not

Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that:
1.so far as he or she is aware, there is no relevant audit information of which the company's

2.he or she has taken all the steps that he/she ought to have taken as a director in order to make
auditors are aware of that information.
This confirmation is given, and should be interpreted, in accordance with the provisions of s234ZA of the

Auditors The board is proposing to reappoint Deloitte LLP as auditors at the forthcoming Annual General Meeting.

JL Gilmore For and on behalf of UU Secretariat Limited Company Secretary 2009-09-01 00:00:00

3.0
Birchpoint No.1

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the Annual Report and the financial statements in accordance

Company law requires the directors to prepare financial statements for each financial year. Under that law
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to 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 judgments and 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 directors are responsible for keeping proper accounting records that disclose with reasonable accuracy
statements comply with the Companies Act 1985. 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.
Birchpoint No.1

Independent auditors' report to the members of Birchpoint No.1

We have audited the company's financial statements for the year ended 31 March 2009 which comprise
the related notes 1 to 10. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the
members those matters we are required to state to them in an auditors' report 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
The directors' responsibilities for preparing the annual report and the financial statements in accordance
Accounting Practice) are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory

We report to you our opinion as to whether the financial statements give a true and fair view and are
opinion the information given in the directors' report is consistent with the financial statements.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we
by law regarding directors' remuneration and other transactions is not disclosed.
We read the directors' report and consider the implications for our report if we become aware of any

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
financial statements 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.

5.0 Birchpoint No.1

Independent auditors' report (continued) to the members of Birchpoint No.1

Opinion
In our opinion: ?the financial statements give a true and fair view, in accordance with United Kingdom
March 2009 and of its profit for the year then ended; ?the financial statements have been properly prepared in accordance with the Companies Act
?the information given in the directors' report is consistent with the financial statements.

Deloitte LLP Chartered Accountants and Registered Auditors Manchester, United Kingdom 2009-09-01 00:00:00

6.0
Birchpoint No.1

Directors Report 7

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2008.
The directors' report has been prepared in accordance with the special provisions relating to small

Principal activities and review of business The principal activity of the company is to act as an investment holding company. The company will
under the Companies Act 1985.
Directors The directors who held office during the year and to date are given below: Mr MG Beesley Mr LA Bell Mr CJ Brook Mr C Cornish Mr MJ Edwards Mr SR Gardiner Mr DJ Kilgour Mr HA Plenderleith Mr K Starling (appointed 12 May 2008; resigned 29 August 2008) (resigned 2 April 2007) (resigned 5 December 2007) (appointed 12 May 2008) (appointed 5 December 2007; resigned 12 May 2008) (appointed 29 August 2008) (appointed II December 2007; resigned 12 May 2008) (appointed 12 May 2008) (appointed 2 April 2007; resigned 12 May 2008) During the year directors' and officers' liability insurance was in force. Results and dividends The company recorded a profit for the year of ?892,932 (2007: ?643,074). The directors do not recommend the payment of an ordinary dividend (2007: DUI).
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that:
I. so far as he or she is aware, there is no relevant audit information of which the company's auditors are unaware; and
2. he or she has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
This confirmation is given, and should be interpreted, in accordance with the provisions of s234ZA of the Companies Act 1985.
Subsequent events Following the year end, 4,851,707 ordinary shares of ?1.00 each have been issued at par, 750,099 ordinary shares of ?1.00 have been cancelled.
Auditors On I December 2008 Deloitte & Touche LLP changed its name to Deloitte LLP. A resolution to reappoint Deloitte LLP as auditors will be put to the members at the Annual General Meeting.
lorder of the board eur-iit'sL C Cornish Director Date: 29 January 2009
3.0
Birchpoint No.1

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the Annual Report and the financial statements in accordance

Company law requires the directors to prepare financial statements for each financial year. Under that law
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to 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 judgments and 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 directors are responsible for keeping proper accounting records that disclose with reasonable accuracy
statements comply with the Companies Act 1985. 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.

4.0
Birchpoint No.1

Independent auditors' report to the members of Birchpoint No.1

We have audited the company's financial statements for the year ended 31 March 2008 which comprise
related notes 1 to 10. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the
members those matters we are required to state to them in an auditors' report 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
The directors' responsibilities for preparing the annual report and the financial statements in accordance
Accounting Practice) are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory

We report to you our opinion as to whether the financial statements give a true and fair view and are
opinion the information given in the directors' report is consistent with the financial statements.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we
by law regarding directors' remuneration and other transactions is not disclosed.
We read the directors' report and consider the implications for our report if we become aware of any

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
financial statements 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.

5.0
Birchpoint No.!

Independent auditors' report (continued) to the members of Birchpoint No.I

Opinion
In our opinion: ?the financial statements give a true and fair view, in accordance with United Kingdom
2008 and of its profit for the year then ended; ?the financial statements have been properly prepared in accordance with the Companies Act
?the information given in the directors' report is consistent with the financial statements.
leAcat wo

Deloitte LLP Chartered Accountants and Registered Auditors Manchester, United Kingdom Date:30January 2009

6.0
Birchpoint No.1

Directors Report 8

Directors' report The directors present their annual report and the audited financial statements for the year ended 31 March 2007.0 The directors' report has been prepared in accordance with the special provisions relating to small companies under section 246(A) of the Companies Act 1985 Principal activities, business review and future developments The principal activity of Birchpoint No 1 (the Company) is to act as an investment holding company The Company will continue to act as an investment holding company Results and dividends The Company's profit for the financial year is ?643,074 (2006 ?547,800) The directors do not propose a dividend for the year (2006 frill)
Unlimited company Birchpoint No 1 is an unlimited company incorporated under the Companies Act 1985 Directors The directors of the Company during the year ended 31 March 2007 and changes therafter are set out below
C .1 Brook (resigned 5 December 2007) K Starling (appointed 2 April 2007) LA Bell (resigned 2 April 2007) G A I Waters (deceased 24 December 2006) M .1 Edwards (appointed 5 December 2007) D J Kilgour (appointed 11 December 2007) Auditor information Each of the persons who is a director at the date of the approval of this report confirms that - So far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and - The director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information
This confirmation is given and should be interpreted in accordance with the provision of s234ZA of the Companies Act 1985
Insurance During the year, a directors' and officers' liability insurance was in force Principal risks and uncertainties Group risks are discussed in United Utilities PLC's annual report which does not form part of this report
Subsequent events Following the year end, 2,430,034 ordinary shares of ?1 each have been issued at par None have been cancelled
Auditors Pursuant to s386 of CAI985 an elective resolution has been made dispensing with the requirement to re- appoint auditors annually Therefore Deloitte & Touche LLP is deemed to continue as auditors of the Company By order of the board

ov`-^ Haweswater House
Great Sankey Warrington WAS 3LP D J Kilgour Director
.2S 3S-f 2008 1.0 Birchpoint No 1 Director's report and financial statements

Statement of directors' responsibilities
The directors are responsible for preparing 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) The financial statements are required by law to 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 judgments and 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 proper accounting records that 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 1985 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

2.0
Birchpoint No I Director's report and financial statements

Independent auditors' report to the members of Birchpoint No. 1 We have audited the financial statements of Birchpoint No 1 for the year ended 31 March 2007 which comprise the profit and loss account, the statement of total recognised gains and losses, the balance sheet, the reconciliation of movements in shareholders' funds and the related notes 1 to 11 These financial statements have been prepared under the accounting policies set out therein
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985 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 an auditors' report 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 The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of directors' responsibilities
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland)
We report to you our opinion as to whether the financial statements give a true and fair view, and are properly prepared in accordance with the Companies Act 1985 We also report to you whether in our opinion the Directors' report is consistent with the financial statements
In addition we report to you if, in our opinion, 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 other transactions is not disclosed
We read the Directors' report and consider the implications for our report if we become aware of any apparent misstatements within it
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) 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 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 Company's 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 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
Opinion In our opinion ?the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 March 2007 and of its profit for the year then ended, ?the financial statements have been properly prepared in accordance with the Companies Act 1985, and ?the information given in the directors' report is consistent with the financial statements
b-Q101S -mut (Le_ r Deloittc & Touche LLP Chartered Accountants and Registered Auditors Manchester ?Sekeureo 2008

3.0
I

Birchpoint No 1 Director's report and financial statements

Directors Report 9

Directors' report
The directors present their annual report and the audited financial statements for the year ended 31 March 2006. Principal activities/business review
The principal activity of the Company is to act as an investment holding company. Results and Dividends
The company's profit for the financial year is ?547,800 (2005: ?8,880). The Directors do not propose a dividend for the year (2005: ?nil). Unlimited Company
Birchpoint No 1 is an unlimited company incorporated under the Companies Act 1985. Share Capital During the year 15,104,741 ordinary shares of ?1 each were issued at par and 1,529,048 ordinary shares of ?1 each were cancelled. Directors The Directors of the Company during the year ended 31 March 2006 are set out below:
LA Bell C J Brook G A I Waters (Deceased 24 December 2006)
The Directors at 31 March 2006 held no interest in the share capital of the Company. G A I Waters was a director of United Utilities PLC. His interests in shares in bodies corporate within the United Utilities group are disclosed within that company's accounts. The other directors who held office at the end of the financial year had the following interests in the shares of United Utilities PLC.
Employee Executive Option Sharesave Scheme A Shares Ordinary Shares Scheme Ordinary Ordinary Sheet1 Details of the employee sharesave scheme and the executive share option scheme operated by United Utilities PLC are given in the Directors' Report in that company's accounts. Auditor Information
Each of the persons who is a director at the date of the approval of this report confirms that: - So far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and - The director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provision of s234ZA of the Companies Act 1985.

1.0

Birchpoint No 1 Director's report and financial statements

Directors' report (continued) Auditors Pursuant to s386 of CA1985 an elective resolution has been made dispensing with the requirement to re- appoint auditors annually. Therefore Deloitte & Touche LLP is deemed to continue as auditors of the company.

By order of the board
Dawson House
L A Bell Warrington Director WAS 3LW

2.0 Birchpoint No 1 Director's report and financial statements

Statement of directors' responsibilities The directors are required by the Companies Act 1985 to prepare financial statements for each fmancial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
?Select suitable accounting policies and then apply them consistently;
?Make judgements and estimates that are reasonable and prudent;
?State whether applicable accounting standards have been followed subject to 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 confirm that the financial statements comply with the above requirements. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have a general responsibility for the system of internal control and for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

3.0 Birchpoint No 1 Director's report and financial statements

Independent auditors' report to the members of Birchpoint No 1 We have audited the financial statements of Birchpoint No 1 for the year ended 31 March 2006 which comprise the profit and loss account, the statement of total recognised gains and losses, the balance sheet, the reconciliation of movements in shareholders' funds and the related notes 1 to 11. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 an auditors' report and for no other purpose. To the fullest extent permitted bylaw, 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 The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view, and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion, the Directors' Report is consistent with the financial statements. In addition we report to you if, in our opinion, 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 other transactions is not disclosed.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) 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. 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 company's 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 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.
Opinion In our opinion; ?the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company's affairs as at 31 March 2006 and of its profit for the year then ended; ?the financial statements have been properly prepared in accordance with the Companies Act 1985; and ?the information given in the directors' report is consistent with the financial statements.
,k_TatteLc Lc!'
Deloitte & Touche LLP Chartered Accountants and Registered Auditors Manchester 2007-01-31 00:00:00
4.0 Birchpoint No 1 Director's report and financial statements

Directors Report 10

Directors' report The directors present their annual report and the audited financial statements for the year ended 31 March 2005. Principal activities/business review The principal activity of the Company is to act as an investment holding company.
Results and Dividends The company's profit for the financial year is ?8,880 (2004: ?Ni1). The Directors do not propose a dividend for the year. Unlimited Company Birchpoint No 1 is an unlimited company incorporated under the Companies Act 1985. Share Capital
During the year 3,710,077 ordinary shares of ?1 each were issued at par and 7,796,054 ordinary shares of ?1 each were cancelled. Directors The Directors of the Company during the year ended 31 March 2005 and after are set out below:
UU Directorate Limited (Resigned 5th August 2004) LA Bell (Appointed 5th August 2004) C J Brook (Appointed 5th August 2004) GAI Waters (Appointed 5th August 2004) The Directors at 31 March 2005 held no interest in the share capital of the Company. GAI Waters is a director of United Utilities PLC. His interests in shares in bodies corporate within the United Utilities group are disclosed within that company's accounts.

The other directors who held office at the end of the financial year had the following interests in the shares of United Utilities PLC.
Employee Executive Option Sharesave Scheme A Shares Ordinary Shares Scheme Ordinary Ordinary Sheet1 Details of the employee sharesave scheme and the executive share option scheme operated by United Utilities PLC are given in the Directors' Report in that company's accounts. Auditors
Pursuant to s386 of CA1985 an elective resolution has been made dispensing with the requirement to re-appoint auditors annually. Therefore Deloitte & Touche LLP is deemed to continue as auditors of the company.

By order of the board
Dawson House
C J Brook Warrington Director WAS 3LW 1.0 Birchpoint No 1 Director's report and financial statements 2005-03-31 00:00:00

Statement of directors' responsibilities United Kingdom company law requires the directors to prepare fmancial statements for each fmancial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit or loss for that period. In preparing those fmancial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed; 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 proper accounting records which disclose with reasonable accuracy at any time the fmancial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0 Birchpoint No 1 Director's report and financial statements 2005-03-31 00:00:00
Independent auditors' report to the members of Birchpoint No 1
We have audited the financial statements of Birchpoint No 1 for the year ended 31 March 2005 which comprise the profit and loss account, the balance sheet, the statement of total recognised gains and losses, the reconciliation of movement in shareholder's funds and the related notes 1 to 9. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 an auditors' report 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 the directors and auditors As described in the statement of directors' responsibilities, the Company's directors are responsible for the preparation of the fmancial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the fmancial statements in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the fmancial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report if, in our opinion, the directors' report is not consistent with the fmancial 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 with the Company is not disclosed.
We read the directors' report for the above year and consider the implications for our report if we become aware of any apparent misstatements.
Basis of audit opinion We conducted our audit in accordance with United Kingdom 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 fmancial statements. 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 Company's 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 fmancial statements 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 fmancial statements.
Opinion
In our opinion the fmancial statements give a true and fair view of the state of the Company's affairs as at 31 March 2005 and of the profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

Deloitte & Touche LLP Chartered Accountants and Registered Auditors Manchester -777?

3.0 Birchpoint No 1 Director's report and financial statements 2005-03-31 00:00:00

Directors Report 11

Directors' report
The directors present their annual report and the audited financial statements for the year ended 31 March 2004. Principal activities/business review The Company did not trade during the period and consequently no profit and loss account has been prepared. The Directors anticipate that the Company will continue to be financially stable.
Unlimited Company Birchpoint No us an unlimited company incorporated under the Companies Act 1985.
Directors The Directors of the Company during the year ended 31 March 2004 and after are set out below: UT.J Directorate Limited (Resigned 5'h August 2004) L A Bell (Appointed 5th August 2004) C J Brook (Appointed 5th August 2004) GAL Waters (Appointed 5th August 2004)
The Director at 31 March 2004 held no interest in the share capital of the Company.
Directors' and officers' liability During the year a directors' and officers' liability insurance was in force.
Auditors
Pursuant to S386 of CA1985 an elective resolution has been made dispensing with the requirement to re-appoint auditors annually. Therefore Deloitte & Touche LLP is deemed to continue as auditors of the Company.
By order of the board

r Dawson House Great Sankey L A Bell Warrington Director WAS 3LW

1.0
Birchpoint No 1 Director's report and financial statements 2004-03-31 00:00:00

Statement of directors' responsibilities United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed; and ?prepare the fmancial 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

2.0 Birchpoint No 1 Director's report and financial statements 2004-03-31 00:00:00

Independent auditors' report to the members of Birchpoint No 1
We have audited the financial statements of Birchpoint No 1 for the year ended 31 March 2004 which comprise the profit and loss account, the balance sheet, the statement of total recognised gains and losses, the reconciliation of movement in shareholder's funds and the related notes 1 to 6. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 an auditors' report 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 the directors and auditors As described in the statement of directors' responsibilities, the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report 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 with the Company is not disclosed.
We read the directors' report for the above year and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.
Basis of audit opinion We conducted our audit in accordance with United Kingdom 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 fmancial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the fmancial statements and of whether the accounting policies are appropriate to the Company's 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 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 fmancial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the Company's affairs as at 31 March 2004 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
Mo ?1.1/4-e DL- Deloitte & Touche LLP Chartered Accountants and Registered Auditors Manchester
2c

3.0 Birchpoint No 1 Director's report and financial statements 2004-03-31 00:00:00

Directors Report 12

Director's report
The director presents his annual report and the audited fmancial statements for the year ended 31 March 2003. Principal activities/business review The company did not trade during the period and consequently no profit and loss account has been prepared. Directors anticipate that the company will continue to be fmancially stable. Director The Director of the Company during the year ended 31 March 2003 is set out below:
UU Directorate Limited
The Director at 31 March 2003 held no interest in the share capital of the Company. Directors' and officers' liability During the year a director and officer liability insurance was in force. Auditors
During the year, KPMG Audit PLC resigned as the company's auditors. The directors used their powers under the Companies Act 1985 to appoint Deloitte & Touche as the company's auditors to fill the casual vacancy created by KPMG Audit PLC's resignation.
On 1 August 2003, Deloitte & Touche transferred their business to Deloitte & Touche LLP, a Limited Liability Partnership incorporated under the Limited Liability Partnerships Act 2000. The company consent has been given to treating the appointment of Deloitte & Touche as extending to Deloitte & Touche LLP with effect from 1 August 2003 under the provisions of Section 26(5) of the Companies Act 1989.

By order of the board

Dawson House
Warrington WAS 3LW For and on behalf of UU Directorate Limited Birchpoint No I Director's report and financial statements 2003-03-31 00:00:00

Statement of director's responsibilities United Kingdom company law requires the director to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing those financial statements, the director is required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The director is responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable him to ensure that the fmancial statements comply with the Companies Act 1985. He has general responsibility for taking such steps as are reasonably open to him to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

2.0 Birchpoint No Director's report and financial statements 2003-03-31 00:00:00

Independent auditors' report to the members of Birchpoint No 1
We have audited the fmancial statements of Birchpoint No 1 for the year ended 31 March 2003 which comprise the profit and loss account, the balance sheet, the reconciliation of movement in shareholder's finds and the related notes 1 to 6. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 an auditors' report 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 the director and auditors As described in the statement of director's responsibilities, the company's director is responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibility is to audit the financial statements in accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report if, in our opinion, the director's 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 director's remuneration and transactions with the company is not disclosed.
We read the director's report for the above year and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.
Basis of audit opinion We conducted our audit in accordance with United Kingdom 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. 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 company's 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 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.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2003 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985. c-Dastke__ Deloitte & Touche LLP Chartered Accountants and Registered Auditors Manchester 2(-0 7i:LAH 200(f

3.0 Birchpoint No I Director's report and financial statements 2003-03-31 00:00:00

Directors Report 13

Directors' report

The directors present their annual report and the audited financial statements for the year ended 31 March 2002.
Principal activities/business review
The company did not trade during the period and consequently no profit and loss account has been prepared.
Directors
The Directors of the Company during the year ended 31 March 2002 are set out below:
ULI (CD.) Limited (appointed 28 September 2001) GJM Tregakis (resigned 7 March 2002) PN Applewhite (resigned 30 September 2001) During the year a directors' and officers' liability insurance was in force. Auditors Pursuant to S386 of CA1985 an elective resolution has been made dispensing with the requirement to re-appoint auditors annually. Therefore KPMG Audit Plc is deemed to continue as auditor of the Company.
By order of the board

-ng Ati UU (C.D.) Limited Director

Dawson House Great Sankey Warrington WA5 3LW

1.0 Birchpoint No 1 Directors' report and financial statements 2002-03-31 00:00:00

Statement of directors' responsibilities Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

2.0

kpmg
KPMG Audit Plc St James Square
United Kingdom

Independent auditors' report to the members of Birchpoint No 1
We have audited the financial statements on pages 4 to 5. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors' report and, as described on page 2, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by out profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are 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 with the company is not disclosed.
Basis of audit opinion 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. 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 company's 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 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 infonnation in the financial statements.
Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2002 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985. pi* kid- AL
KPMG Audit Plc

Chartered Accountants Accountants Registered Auditor

3.0 Birchpoint No 1 Directors' report and financial statements 2002-03-31 00:00:00

Directors Report 14

Directors' report
The directors present their annual report and the audited financial statements for the year ended 31 March 2001. Principal activities/business review The Company did not trade during the period and consequently no profit and loss account has been prepared. Directors The Directors of the Company during the year ended 31 March 2001 and changes since the year end are set out below:
LIU (CD.) Limited (appointed 28 September 2001) GJM Tregakis (resigned 7 March 2002) RJ Ferguson (resigned 30 April 2000) PN Applewhite (resigned 30 September 2001)
During the year a directors' and officers' liability insurance was in force. Details of the Director's interests in the shares of the ultimate holding company, United Utilities PLC, are set out in note 2 to the fmancial statements.
Auditors Pursuant to S386 of CA1985 an elective resolution has been made dispensing with the requirement to re-appoint auditors annually. Therefore KPMG Audit Plc is deemed to continue as auditor of the Company.
By order of the board

t fcc UU (C.D.) Limited V Director

Dawson House Great Sankey Warrington WAS 3LW Birchpoint No 1 Directors' report and financial statements 2001-03-31 00:00:00

Statement of directors' responsibilities

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss for that period. In preparing those financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable and prudent; ?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

2.0

kpmg
KPMG Audit Plc St James Square
United Kingdom

Independent auditors' report to the members of Birehpoint No 1
We have audited the financial statements on pages 4 to 6. Respective responsibilities of directors and auditors The directors are responsible for preparing the directors report and, as described on page 2, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are 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 with the company is not disclosed.
Basis of audit opinion 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. 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 company's 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 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.
Opinion In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2001 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

th10 at a
'CMG Audit Plc Chartered Accountants Registered Auditor

3.0
Birchpoint No 1 Directors' report and financial statements 2001-03-31 00:00:00

Directors Report 15

Directors' report

The Directors present their report and the audited financial statements of the Company for the year ended 31 March 2000.
Principal activities
The Company did not trade during the period and consequently no profit and loss account has been prepared.
Business review
The Company did not trade during the period and consequently no business review has been prepared.
Directors
The Directors of the Company during the year ended 31 March 2000 and changes since the year end are set out below.
G J M Tregaslcis R 3 Ferguson * resigned 30 April 2000 P N Applewhite
* Director of United Utilities PLC.
During the year a directors' and officers' liability insurance was in force.
Details of the Directors' interests in the shares of the ultimate holding company, United Utilities PLC, are set out in note 2 to the financial statements.
Auditors
Pursuant to S386 of CA1985 an elective resolution has been made dispensing with the requirement to re-appoint auditors annually. Therefore KPMG Audit Plc is deemed to continue as auditor of the Company.

Dawson House Great Sankey Warrington WAS 3LW

By order of the board GJM Tregaslcis Director

3.0
kat, 11.0., loot
Birchpoint No 1

Statement of directors' responsibilities

The Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company. In preparing those financial statements, the Directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?prepare the financial statements on a going concern basis unless it is nappropriate to presume that the Company will continue in business.

The directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

4.0
Birchpoint No 1

Auditor's report to the members of Birchpoint No 1
We have audited the financial statements on pages 6 to 8. Respective responsibilities of directors and auditors
The directors are responsible for preparing the directors' report and, as described on page 4, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act. 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 with the company is not disclosed.
Basis of audit opinion
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. 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 company's circumstances, consistently applied and adequately disclosed.
We plarmed 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 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.
Opinion
In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 March 2000 and of its result for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

KPMG Audit Plc Chartered Accountants, Registered Auditor, Manchester

Birchpoint No 1

Sheet1 During the above financial year, there have been no significant accounting transactions of the Company required to be entered in its accounting records and accordingly no profit and loss has been prepared.
Appr v d by the board of Directors on ick Avec :J. 2001 and signed on its behalf by

GJIVI Tregaskis Director

The notes on pages 7 to 8 form part of these accounts.
Birchpoint No 1

Notes to the accounts
1 Accounting policies Basis of preparation
The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.
Cash flow statement
No cashflow statement has been prepared as the accounts of the ultimate parent company, United Utilities PLC, include a consolidated cashflow statement prepared in accordance with Financial Reporting Standard Number 1.
Related party transactions
As a wholly owned subsidiary, the company is exempt from disclosing transactions with other Group undertakings or with investees of the Group qualifying as related parties.

2 Directors
The Directors received no emoluments as directors of the Company.
At 31 March the Directors and their immediate families had the following beneficial interests in the ordinary shares of United Utilities PLC:

Ordinary

2000.0 Share Options Executive Employee Option Sharesave Scheme Scheme

Ordinary Shares
1999.0 Share Options Executive Employee Option Sharesave Scheme Scheme P N Applewhite 12,089 10,524 2,360 8,216 5,718 4,125 G J Tregaskis Nil 10,131 Nil 823 4,951 Nil
Details of the employee sharesave scheme and the executive share option scheme operated by United Utilities PLC are given in that company's financial statements. Details of the interests of directors of United Utilities PLC are dealt with in that Company's accounts.

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Birchpoint No 1

Notes to the accounts (continued)

3 Share capital
The Company's authorised share capital consist of 130,000,000 ordinary shares of ?1 each. The allotted and fully paid share capital of the Company for the year was:
Called up
Capital
At 31 March 2000 and 1 April 1999 (ordinary shares of ?1 each) 2

4 Profit and loss account

As at! April 1999 and 31 March 2000

5 Ultimate parent company
The ultimate parent company is United Utilities PLC which is registered in England and Wales.
The smallest and largest group in which the results of the company are consolidated is that headed by United Utilities PLC. The consolidated accounts of this group are available to the public and may be obtained from Dawson House, Great Sankey, Warrington WA5 3LW.

Nil

Directors Report 16

Directors' report

The Directors present their report and the audited financial statements of the Company for the period 21 October 1997 to 31 March 1999.
Principal activities
The Company did not trade during the period and consequently no profit and loss account has been prepared.
Business review
The Company was incorporated on 21 October 1997 as Birchpoint No 1 Limited. In October 1997 the Company issued 127,000,000 filly paid Ordinary El shares at par value. Subsequent to this the Company made an interest free loan to United Utilities PLC of ?127,000,000. hi November 1997 the Company re-registered as an Unlimited company and requested the repayment of the loan from United Utilities PLC. By special resolution, the Company reduced the issued share capital to 2 in November 1997 by returning the sum of ?126,999,999.
Year 2000
As the company is unlikely to trade during the forthcoming year, the Directors do not anticipate that the change of millennium will have a detrimental effect on the Company.

Directors
The Directors of the Company during the period ended 31 March 1999 are set out below.
G J McMahon G J M Tregaskis R J Ferguson* P N Applewhite
* Director of United Utilities PLC. appointed 21 October 1997, resigned 22 October 1997 appointed 22 October 1997 appointed 22 October 1997 appointed 22 October 1997

Details of the Directors' interests in the shares of the ultimate holding company, United Utilities PLC, are set out in note 2 to the financial statements.

L- By order of the board P N Applewhite Director 1999-08-02 00:00:00 PO Box 14 410 Birchwood Boulevard Warrington Cheshire WA3 7GA 3.0
Birchpoint No 1

Statement of directors' responsibilities

The Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company. In preparing those financial statements, the Directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent;
?state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
?prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

4.0
Birchpoint No 1

Auditors' report to the members of Birchpoint No I
We have audited the financial statements on pages 6 to 9. Respective responsibilities of directors and auditors
As described on page 4 the Company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those financial statements and to report our opinion to you.
Basis of opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes an examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. 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 Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the Company at 31 March 1999 and of the result for the period then ended and have been properly prepared in accordance with the Companies Act 1985. tavuti,_ Atka, etc, KPMG Audit Plc Chartered Accountants Registered Auditor Manchester 1999-08-02 00:00:00

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Birchpoint No 1