Directors Report 1

Directors' Report For the year ended 31 December 2017
The Directors present their annual report together with, the audited financial statements of CP Propco 2 Limited (the 'Company') for the year ended 31 December 2017.
Profit and dividends
During the year the Company made a loss after tax of ?614,885 (2016: loss: ?613,400). The Company did not pay any interim dividends during the year ended 31 December 2017. The Directors do not recommend the payment of a final dividend for the year (2016: Lnil)
Post balance sheet event
There are no material events after 31 December 2017 and before the adoption of the financial statements which need to be disclosed in the financial statements.
Directors
The directors of the Company, who served during the year 2017 and up to the date of signing the financial statements, are as shown below:
DA Logue M Glogoff S E G Lindow R Silverman
Going Concern The management intends to place the Company into liquidation in the next twelve months. For this reason, the Directors no longer regard the going concern basis of accounting to be appropriate, and the financial statements of the company have been prepared on a basis other than going concern. Refer to Note 1 Accounting policies on page 12.
Statement of Directors' Responsibilities in respect of the strategic report, the Director's report and the financial statements.
The following statement, which should be read in conjunction with the Auditors' report set out on page 5 to ?7 is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the Auditors in relation to the accounts
The Directors are responsible for preparing the Strategic Report, The Director's Report and the financial statements in accordance with applicable laws and regulations.
Company Law requires the directors to prepare the financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (I FRSs as adopted by the EU) 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 financials on pages 8 toil, the directors are required to:
?Select suitable accounting policies and then apply them consistently;
?2
CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2017
Directors' Report (continued) For the year ended 31 December 2017
?make judgments and estimates that are reasonable, relevant and reliable; ?state whether they have been prepared in accordance with I FRS as adopted by the EU; ?assess the company's ability to continue as a going concern, disclosing, as applicable, matters
?use the going concern basis of accounting unless they either intend to liquidate the company or to
directors don't believe that it is appropriate to prepare these financial statements on a gOing concern basis.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and 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.

Financial Risk Management The principal activity of the Company is the renting of specialist facilities to a third party lessee. All the financial risks have been discussed in detail as part of notes to the accounts (Note 12: Financial Risks).
Directors' third party indemnity provisions
Qualifying third-party indemnity provisions were in force (as defined by section 234 of the Companies Act 2006) during the course of the financial year ended 315t December 2017 for the benefit of the then Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties/powers of office.
Independent Auditor KPMG LLP has been appointed by BBPLC to hold office in accordance with Section 487 of the Companies Act 2006 for the 2017 financial year. Following a rigorous tender process conducted by the Barclays PLC -Audit Committee, KPMG LLP will assume the role as independent auditors for the Barclays PLC Group, of which the Company is a member, for the year-end 31 December 2017. Formal appointment as auditor to the Company will be completed after the approval of these financial statements.
Statement of disclosure of information to auditors So far as the Directors are aware, there is no relevant audit information of which the Company's Auditors are unaware. The Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's Auditors are aware of that information.
FOR AND ON HA F THE BOARD 3.0

Da Di 2018-08-01 00:00:00 Company number 03679001

CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the-year ended 31 December 2017
STRATEGIC REPORT For the year ended 31 December 2017
Review and principal activities
? The principal activity of the Company was renting of specialist facilities to a third party lessee. As of 31 December 2017 the company does not hold any property and the management intends to place ,the Company into liquidation in the next twelve months.
Business performance
The results of 'the Company show a loss of ?614,885 (2016: loss: ?613,400) for the year. The Company has net assets of (f.556,839) (2016: ?57,616).
Future outlook
?The Company previously acted as a specialist care home operator, owning the business and assets. ' Following a sale of the business, it continued to hold the specialist real estate properties which were rented - to a third party lessee. As of 31 Dec 2017, the company does not hold any property and the Directors intend ?to place the Company into liquidation in the next twelve months.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Barclays PLC group and are not managed separately. Accordingly, the principal risks and uncertainties of Barclays PLC, which include those of the Company, are discussed in the Barclays PLC 2017 Annual Report which does not form part of this report. Financial risks are 'discussed in Note 12.
Key performance indicators
The directors of Barclays PLC manage the group's operations on_ a business cluster basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the Company, is discussed in the Barclays PLC 2017 Annual Report which does not form part of this report.
FOR AND N HALF OF THE BOARD

?Day'd Logue Dir ctor i August z018 Company number 03679001
CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December-2017 :
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED

Opinion We have audited the financial statements of CP Propco 2 Ltd. ("the company") for the year ended 31 December 2017 which comprise the Balance Sheet, Income Statement, Statement Of Changes In Equity, Cash Flow Statement, and related notes, including the accounting policies in note 1. In our opinion the financial statements:
?give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its loss for ?the year then ended; - ?have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; and ?have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Emphasis of matter - non-going concern basis of preparation We draw attention to the disclosure made in note 1 to the financial statements which explains that the financial statements have not been prepared on the going concern basis for the reason set out in that note. Our opinion is not modified in respect of this matter.

Strategic report and directors' report The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not eover those reports and we do not express an audit opinion thereon. Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
?we have not identified material misstatements in the strategic report and the directors' report;
?in our opinion the information given in those reports for the financial year is consistent with the financial statements; and ?
?in our opinion those reports have been prepared in accordance with the Companies Act 2006.

5.0 CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2017
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED (Continued)

Matters, on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion: ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ?the financial statements are not in agreement with the accounting records and returns; or
?certain disclosures of directors' remuneration specified by law are not made; or
?we have not received all the information and explanations we require for our audit; or ?the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
We have nothing to report in these respects.

Directors' responsibilities As explained more fully in their statement set out on page 3, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true, and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

6.0 CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2017
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED - (Continued)

The purpose of our audit work and to whom we owe our responsibilities This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.

NAMRATA BASKER (Senior Statutory Auditor) For and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 15 Canada Square, London, .E14 5GL Avvot2o18

7.0 ? CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2017

Directors Report 2

The Directors present their annual report together with the audited financial statements of CP Propco 2 Limited (the 'Company') for the year ended 31 December 2016.
Profit and dividends
During the year the Company made a loss after tax of ?613,400 (2015: loss: ?3,850,969). The Company did not pay any interim dividends during the year ended 31 December 2016. The Directors do not recommend the payment of a final dividend for the year (2015: ?nil)
Post balance sheet event
There are no material events after 31 December 2016 and before the adoption of the financial statements which need to be disclosed in the financial statements.
Directors
The directors of the Company, who served during the year 2016 and up to the date of signing the financial statements, are as shown below:
D A Logue M Glogoff S E G Lindow R Silverman I Conway D Wells H G Bezian
Going Concern
(appointed 25/01/2016)
(appointed 25/01/2016) (resigned 25/01/2016) (resigned 25/01/2016) (resigned 25/01/2016)

The management intends to place the Company into liquidation in the next twelve months. For this reason, the Directors no longer regard the going concern basis of accounting to be appropriate, and the financial statements of the company have been prepared on a basis other than going concern. Refer to Note 1 Accounting policies on page 12.
Statement of Directors' Responsibilities
The following statement, which should be read in conjunction with the Auditors' report set out on page 5 is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the Auditors in relation to the accounts.
The Directors are required by the Companies Act 2006 and applicable regulations to prepare accounts for each financial year. The Directors have prepared the accounts in accordance with International Financial Reporting Standards ('IFRS') to present fairly the financial position of the Company and the performance for that period. The Companies Act 2006 provides, in relation to such accounts, that references to accounts giving a true and fair view are references to fair presentation.
The Directors consider that in preparing the financial statements on pages 8 to 11:
?the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates; and

2.0

CP PROPCO 2 LIMITED Directors' Report For the year ended 31 December 2016

Statement of Directors' Responsibilities (continued)

?that all the accounting standards which they consider to be applicable have been followed; and
?that the financial statements have been prepared on other than going concern basis. .

The Directors have responsibility for ensuring that the Company keeps accounting records which disclose with reasonable accuracy the financial position of the Company and which enable them to ensure 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.
Financial Risk Management The principal activity of the Company is the renting of specialist facilities to a third party lessee. All the financial risks have been discussed in detail as part of notes to the financial statements (Note 13: Financial Risks).
Directors third party indemnity provisions
Qualifying third-party indemnity provisions were in force (as defined by section 234 of the Companies Act 2006) during the course of the financial year ended 31st December 2016 for the benefit of the then Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties/powers of ?office.
Independent auditors
Pricewaterhou.seCoopers LLP has held office in accordance with Section 487 of the Companies Act 2006 for the 2016 financial year. Following a rigorous tender process conducted by the Barclays PLC Audit Committee, KPMG.LLP will assume the role as independent auditors for the Barclays PLC Group, of which the Company is a member, for the year-end 31 December 2017. Formal appointment as auditors to the Company will be completed after the approval of these financial statements.
Statement of disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit information of which the Company's Auditors are unaware. The Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's Auditors are aware of that information.

FOR D ON EHALF OF THE BOARD

Company number 03679001 3.0 CP PROPCO 2 LIMITED Strategic Report For the year ended 31 December 2016
Review and principal activities
The princiPal activity of the Company is renting of specialist facilities to a third party lessee. As of 31 December 2016 the property held by the Company was vacant and was being actively marketed for sale in 2017.
Business performance
The results of the Company show a Ids of ?613,400 (2015: loss: ?3,850,969) for the year. The Company has net assets of ?57,616 (2015: ?670,715).
Future outlook
The Company was mainly set up to rent out specialist facilities to a third party lessee. As of 31 December 2016, the Company was holding only 1 property which is vacant The company will be placed into liquidation in the next twelve months as per the intention of management and the financial statements have been prepared on a basis other than going concern.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Barclays PLC group and are not managed separately. Accordingly, the principal risks and uncertainties of Barclays PLC, which include those of the Company, are discussed in Barclays PLC 2016 Annual Report which does not form part of this report. Financial risks are discussed in Note . 13.
Key performance indicators
The directors of Barclays PLC manage the group's operations on a business cluster basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the Company, is discussed in Barclays PLC 2016 Annual Report which does not form part of this report.

FOR A D 0, BEHALF OF THE BOARD

?Da Logue Director a -June_ 2017 Company number 03679001

4.0 CP PROPCO 2 LIMITED Independent Auditors' Report For the year ended 31 December 2016
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CP PROPCO 2 .LIMITED Report on the financial statements Our opinion
In our opinion, CP Propco 2 Limited's financial statements (the "financial statements"): ?give a true and fair view of the state of the company's affairs as at 31 December 201 6 and
?have been properly prepared in accordance with International Financial Reporting
?have been prepared in accordance with the requirements of the Companies Act 2006. Emphasis of matter ? Basis of preparation
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 1 to the financial statements concerning the basis of preparation. Following the period end, the directors have decided that the entity will be placed into liquidation in the next twelve months. Accordingly, the going concern basis of preparation is no longer appropriate and the financial statements have been prepared on a basis other than going concern as described in note 1 to the financial statements. No adjustments to the carrying value of the assets or to provide for liabilities, as costs arising frOm liquidation will be borne by Barclays Bank Plc, were necessary in these financial statements, however, fixed assets and long-term liabilities have been reclassified as current assets and liabilities.
What we have audited
The financial statements, included within the Directors' Report and Financial Statements (the "Annual Report"), comprise: ?the Balance Sheet as at 31 December 2016; ?the Statement of Comprehensive Income for the year then ended; ?the Cash flow statement for the year then ended; ?the Statement of Changes in Equity for the year then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the preparation of the financial statements is IFRSs as adopted by the European Union, and applicable law.
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ?the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ?the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
5.0 CP PROPCO 2 LIMITED Independent Auditors Report For the year ended 31 December 2016
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED (continued)
In addition, in light of the knowledge and understanding of the company and its environment obtained in.the course of the audit, we. are required to report if we have identified any material misstatements in the Strategic Report and the Directors' Report. We have nothing to report in this respect. . Other matters on which we are required to report by exception - Adequacy of accounting records and information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept, or returns adequate for our audit have
? the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Directors' remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. Responsibilities for the financial statements and the audit Our responsibilities and those of the directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK & Ireland).. An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ?whether the accounting policies are appropriate to the company's circumstances and have
?the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements.

6.0 CF PROPCO 2 LIMITED Independent Auditors' Report For the year ended 31 December 2016 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED (continued)
We primarily focus our work in these areas by assessing .the directOrs' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or atombination of both. .
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. With respect to the Strategic Report and Directors' Report, we consider whether those reports include the disclosures required by applicable legal requirements.

Sheena Coutinho (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London UkAA.e201 7

7.0 CP PROPCO 2 LIMITED

Directors Report 3

DIRECTORS' REPORT For the year ended 31 December 2015
The Directors present their annual report together with the audited financial statements of CP Propco 2 Limited (the 'Company') for the year ended 31 December 2015.
Profit and dividends
During the year the Company made a loss after tax of ?3,850,969 (2014: loss: ?870,575). The Company did not pay any interim dividends during the year ended 31 December 2015. The Directors do not recommend the payment of a final dividend for the year (2014: ?nil)
Financial Risk Management
The principal activity of the Company is the renting of specialist facilities to a third party lessee. All the financial risks have been discussed in detail as part of notes to the accounts (note 14: Financial Risks).
Directors The Directors of the Company who were in office during the year were:
D A Logue 1 Conway D Wells H G Bezian
Since the year end M Glogoff, S E G Lindow and R Silverman were appointed as Directors on 25 January 2016 and I Conway, D Wells and H G Bezian resigned as Directors on 25 January 2016.
Going Concern
After reviewing the Company's performance and taking into account the support from Barclays Bank Plc, the Directors are satisfied that the Company has adequate access to resources to enable them to meet its obligations and to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing these financial statements.
Change from UK GAAP to IFRS
The basis of accounting has been changed from UK GAAP to International Financial Reporting Standards ("IFRS") as adopted by the European Union and interpretations issued by the IFRS Interpretation Committee for the FY2015 financial statements. The comparatives as of 31 December 2014 and 1 January 2014 have also been prepared and presented in accordance with !FRS.
Subsequent events
There are no material events after 31 December 2015 and before the adoption of the financial statements which need to be disclosed in the financial statements.
Directors' third party indemnity provisions
Qualifying third-party indemnity provisions were in force during the. course of the financial year ended 31 December 2015 for the benefit of the then Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties/powers of office.

2.0 CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2015 DIRECTORS' REPORT (continued) For the year ended 31 December 2015
Statement of Directors' Responsibilities
The following statement, which should be read in conjunction with the Auditors' report set out on page 5 and 6 is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the Auditors in relation to the accounts.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. In preparing these financial statements, the Directors have also elected to comply with IFRSs, issued by the International Accounting Standards Board (IASB). 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.
The Directors consider that in preparing the financial statements on pages 7 to 10:
?select suitable accounting policies and then apply them consistently;
?make judgements and accounting estimates that are reasonable and prudent;
?state whether applicable International Financial Reporting Standards (IFRSs) as adopted by the
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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for ? taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent auditors
PricewaterhouseCoopers LLP will continue to hold office in accordance with Section 487 of the Companies Act 2006.
Statement of disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit information of which the Company's Auditors are unaware. The Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's Auditors are aware of that information.
3.0 On behalf of the board David L Dr 2016-09-26 00:00:00 Company number 03679001

CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2015

STRATEGIC REPORT For the year ended 31 December 2015
Review and principal activities
The principal activity of the Company is renting of specialist facilities to a third party lessee. As of 31 December 2015 all the properties. held by the Company were vacant and were being actively marketed for sale in 2016. Hence, all the investment properties were.reclassified to the held for sale category in accordance with IFRS 5.
Business performance
The results of the Company show a loss of ?3,850,969 (2014: ?870,575) for the year. The Company has net assets of ?670,715 (2014: ?4,521,616).
Future outlook
The Company was mainly set up to rent out specialist facilities to a third party lessee. As of 31 Dec 2015, the Company was holding 5 properties which are all vacant and the company intends to sell all these properties during the coming 12 months period and hence all the investment properties have been re- classed to held for sale category. Once all the properties have been sold, the management will take an appropriate decision regarding the future of the Company.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Barclays PLC group and are not managed separately. Accordingly, the principal risks and uncertainties of Barclays PLC, which include those of the Company, are discussed in pages 120 to 209 of the Barclays PLC 2015 Annual Report which does not form part of this report. Financial risks are discussed in note 14.
Key performance indicators
The Directors of Barclays PLC 2015 manage the group's operations on a business cluster basis. For this reason, the Company's Directors 'believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the Company, as well as its key performance indicators are discussed in pages 217 to 241 of the Barclays PLC 2015 Annual Report which does not form part of this report.

On behalf of tbe board

DavJ6gue Director 2016-09-26 00:00:00 Company number 03679001

4.0 CP PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2015 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED
Report on the financial statements Our opinion
In our opinion, CP Propco 2 Limited's financial statements (the "financial statements"): ?give a true and fair view of the state of the company's affairs as at 31 December 2015 and of
?have been properly prepared in accordance with International Financial Reporting Standards
?have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited
The financial statements, included within the Directors' Report and Financial Statements (the "Annual Report"), comprise: ?the Balance Sheet as at 31 December 2015; ?the Statement of Comprehensive Income for the year then ended; ?the Statement of Cash Flows for the year then ended; ?the Statement of Changes in Equity for the year then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the preparation of the financial statements is IFRSs as adopted by the European Union, and applicable law.
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Other matters on which we are required to report by exception
Adequacy of accounting records and information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept, or returns adequate for our audit have not
? the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Directors' remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
5.0
CP PROPCO 2 LIMITED Directors Report and Financial Statements For the year ended 31 December 2015 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED (continued) Responsibilities for the financial statements and the audit Our responsibilities and those of the directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What an audit of financial statements involves ,
We conducted our au' dit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ?whether the accounting policies are appropriate to the company's circumstances and have
?the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the irjplications for our report.

heena Couti o (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2:4? September 2016 ?

? 6.0 CF PROPCO 2 LIMITED Directors' Report and Financial Statements For the year ended 31 December 2015

Directors Report 4

The directors present their annual report together with the audited financial statements of Propco 2 Limited (the 'Company') for the year ended 31 December 2014.

Results and Dividends
The Company made a loss for the financial year of ?795,926 (2013: loss of ?649,852). The Company did not pay any interim dividends during the year ended 31 December 2014. The directors do not recommend the payment of a final dividend for the year (2013: ?nil)
Financial Risk Management The principal activity of the Company is the renting of specialist facilities to a third party lessee. The Company retains indirect exposure to changes in government policy via the lessee of its properties.
Going Concern After reviewing the Company's performance and taking into account th.e support from Barclays Bank Plc, the directors are satisfied that the Company has adequate access to resources to enable them to meet its obligations and to continue in operational existence for the foreseeable future. For This reason, the directors have adopted the going concern basis in preparing these financial statements.
Directors The Directors of the Company who were in office during the year and up to the date of signing the financial statements were:
I Conway D Wells Haig George Bezian David Andrew Logue
Directors' third party indemnity provisions
Qualifying third-party indemnity provisions were in force during the course of the financial year ended 31 December 2014 for the benefit of the then Directors and, at the date of this report, are in force for the 'benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties/powers of office.

1.0
CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001 DIRECTORS' REPORT (continued) For the year ended 31 December 2014
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting. Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that. the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent Auditors and Disclosure of Information to the Auditors
Each of the persons who is a director at the date of approval of this report confirms that:
(a)so far as the director is aware, there is no relevant audit information of which.the company's auditors are unaware; and
(b)the director 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 Section 418 of the Companies Act 2006.
PricewaterhouseCoopers LLP will continue to hold office in accordance with section 487 of the Companies Act 2006 ?
BY ORDER OF THE BOARD 2.0

'rector (D WeK5 29 lune 2015 Company number: 03679001

CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
STRATEGIC REPORT For the year ended 31 December 2014
Review and principal activities
The principal activity of the Company is the renting of specialist facilities to a third party lessee. The Company retains indirect exposure to changes in government policy via the lessee of its properties. The properties are actively marketed during the year 2015. Business Performance
The results of the Company show a loss of ?795,926 (2013: loss ?649,852) for the year and total comprehensive expense of ?870,575 (2013: ?2,177,364). The Company has net assets of ?4,606,616 (2013: ?5,476,681).
Future outlook
After reviewing the Company's performance and taking into account the support from Barclays Bank PLC, the directors are satisfied that the Company has adequate access to resources to enable them to meet its ? obligations and to continue in operational existence for the foreseeable future.
Going concern
After reviewing the Company's performance and taking into account the support from Barclays Bank Plc, the Directors are satisfied that the Company has adequate access to resources to enable them to meet its ? obligations and to continue in operational existence for the foreseeable future.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Barclays PLC group.and are not managed separately. Accordingly, the principal risks. and uncertainties of Barclays PLC, which include those of the Company, are discussed in the Barclays PLC Annual Report which does not form part of this report.
Key performance indicators
The directors of Barclays PLC manage the group's operations on a business cluster basis. For this reason, - the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the Company, is discussed in pages 238 to 244 Key Performance Indicators of the Barclays PLC annual report which does not form part of this report.

BY ORDER OF THE BOARD

???? Director Wean 2015-06-29 00:00:00 Company number : 03679001

3.0
CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
Report on the financial statements Our opinion In our opinion, CP Propco 2 Limited's financial statements (the "financial statements"): ?give a true and fair view of the state of the company's affairs as at 31 December 2014 and of its loss and cash flows for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
What we have audited
CP Propco 2 Limited's financial statements comprise: ?the balance sheet as at 31 December 2014;
?the profit and loss account for the year then ended;
?the statement of cash flows for the year then ended; ?the statement of total recognised gains and losses for the year then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, the information given in the Strategic Report and the Directors' Report for the financial year ? for which the financial statements are prepared is consistent with the financial statements.
Other matters on which we are required to 'report by exception
Adequacy of accounting records and information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
?the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Directors' remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

4.0

CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED (continued) Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a-true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in - giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ?whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed;
?the reasonableness of significant accounting estimates made by the directors; and
?the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information in the Annual Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Tamsin Parker (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London
2015-06-30 00:00:00

5.0 . CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001

Directors Report 5

The directors present their annual report together with the audited financial statements for the year ended 31 December 2013.
Review of business and future outlook
The principal activity of the Company is the renting of specialist facilities. No significant change in this activity is envisaged in the foreseeable future and the directors expect the company's performance to be in line with the current year.
The directors have reviewed the Company's business and performance and consider it to be satisfactory for the year. The directors consider that the Company's position at the end of the year is consistent with the size and complexity of the business.
Given the nature of the business, the Company's directors are of the opinion that analysis using Key Performance Indicator's (KPIs) is not necessary for an understanding of the development, performance or position of the business.
Results and Dividends
The Company made a loss for the financial year of ?649,852 (2012: loss of ?1,665,261). The Company .did not pay any interim dividends during the year ended 31 December 2013. The directors do not recommend the payment of a final dividend for the year (201'2: ?nil)
Financial Risk Management The principal activity of the Company is the renting of specialist facilities to a third party lessee. The Company retains indirect exposure to changes in government policy via the lessee of its properties.
Going Concern After reviewing the Company's performance and taking into account the support from Barclays Bank Plc, the directors are satisfied that the Company has adequate access to resources to enable them to meet its obligations and to continue in operational existence for the foreseeable future. For this reason, the directors have adopted the going concern basis in preparing these financial statements.
Directors The Directors of the Company who were in office during the year and up to the date of signing the financial statements were:
Conway D Wells
Directors' third party indemnity provisions
Qualifying third-party indemnity provisions were in force during the course of the financial year ended 31 December 2013 for the benefit of the then Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties/powers of office.

1.0

CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
DIRECTORS' REPORT (continued) For the year ended 31 December 2013
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to - presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent Auditors and Disclosure of Information to the Auditors
Each of the persons who is a director at the date of approval of this report confirms that:
(a)so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
(b)the director 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 Section 418 of the Companies Act 2006.
PricewaterhouseCoopers LLP will continue to hold office in accordance with section 487 of the Companies Act 2006
2.0 Approved by the Board of Directors And signed on behalf of the Board

1 Conwa Director 2014-06-23 00:00:00 CP PROPCO 2 LIMITED

CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001 STRATEGIC REPORT For the year ended 31 December 2013
Review and principal activities
The principal activity of the Company is the renting of specialist facilities to a third party lessee. The Company retains indirect exposure to changes in government policy via the lessee of its properties.
Business performance
The results of the Company show a loss of ?649,852 (2012: ?1,665,261) for the year and total comprehensive expense of ?2,177,364 (2012: ?7,923,967). the Company has net assets of ?5,476,681 (2012: ?7,652,816).
Going concern
After reviewing the Company's performance and taking into account the support from Barclays Bank Plc, the Directors are satisfied that the Company has adequate access to resources to enable them to meet its obligations and to continue in operational existence for the foreseeable future.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Barclays PLC group and are not managed separately. Accordingly, the principal risks and uncertainties of Barclays PLC, which include those of the Company, are discussed in the Barclays PLC Annual Report which does not form part of this report.
Key performance indicators
The directors of Barclays PLC manage the group's operations on a business cluster basis. For this reason, the Company's directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company. The development, performance and position of the Company, is discussed in pages 238 to 244 Key Performance Indicators of the Barclays PLC annual report which does not form part of this report.

Approved by the Board of Directors And signed on behalf of the Board

1 Conway Director 2014-06-23 00:00:00 CP PROPCO 2 LIMITED
CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED Report on the financial statements Our opinion
In our opinion the financial statements, defined below: ?give a true and fair view of the state of the company's affairs as at 31 December 2013 and of its loss for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
This opinion is to be read in the context of What we say in the remainder of this report.
What we have audited
The financial statements, which are prepared by CP Propco 2 Limited, comprise: ?the balance sheet as at 31 December 2013; ?the profit and loss account and statement of total recognised gains and losses for the year then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events. What an audit of financial statements involves
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ?whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements.
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

4.0
CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED (continued)
Other matters on which we are required to report by exception
Adequacy of accounting records and information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ?the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Directors' remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. Responsibilities for the financial statements and the audit Our responsibilities and those of the directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Christopher Rcfwland (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London
2014-06-01 00:00:00

5.0
CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
PROFIT AND LOSS ACCOUNT ? For the year ended 31 December 2013
Sheet1 There is no difference between the results disclosed in the profit and loss account and the results on an unmodified historical cost basis. The notes on pages 9 to 16 form an integral part of these L financial statements.
CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
?STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES For the year ended 31 December 2013
Year ended
2013.0 . ?'000 Year ended 31 December 2012.0 ?'000 Sheet2 7.0
CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001

Directors Report 6

DIRECTORS' REPORT
The directors present their annual report together with the audited financial statements for the year ended 2012-12-31 00:00:00
Review of business and future outlook
The principal activity of the Company is the renting of specialist facilities No significant change in this activity is envisaged in the foreseeable future and the directors expect the company's performance to be in line with the current year
The directors have reviewed the Company's business and performance and consider it to be satisfactory for the year The directors consider that the Company's position at the end of the year is consistent with the size and complexity of the business
Given the nature of the business, the Company's directors are of the opinion that analysis using Key Performance Indicator's (KPIs) is not necessary for an understanding of the development, performance or position of the business
Results and Dividends
The Company made a loss for the financial year of ?2,555,475 (2011 loss of ?1,860,000) The Company did not pay any interim dividends during the year ended 31 December 2012 The directors do not recommend the payment of a final dividend for the year (2011 nil)
Financial Risk Management The principal activity of the Company is the renting of specialist facilities to a third party lessee The Company retains indirect exposure to changes in government policy via the lessee of its properties
Going Concern After reviewing the Company's performance and taking into account the support from Barclays Bank Plc, the directors are satisfied that the Company has adequate access to resources to enable them to meet its obligations and to continue in operational existence for the foreseeable future For this reason, the directors have adopted the going concern basis in preparing these financial statements CP PROKO 2 LIMITED Registered Number In England & Wales: 03679001 DIRECTORS' REPORT (continued)
Directors The Directors of the Company who were in office dunng the year and up to the date of signing the financial statements were
J Conway D Wells
Directors' third party indemnity provisions
Qualifying third-party indemnity provisions were in force during the course of the financial year ended 31 December 2012 for the benefit of the then Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties/powers of office
Independent Auditors and Disclosure of Information to the Auditors
Each of the persons who is a director at the date of approval of this report confirms that
(a)so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and
(b)the director 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 Section 418 of the Companies Act 2006
PricewaterhouseCoopers LLP will continue to hold office in accordance with section 487 of the Companies Act 2006

Approved by the Board of Directors And signed on behalf of the Board

J Conway Director 2013-06-24 00:00:00 CP PROPCO 2 LIMITED

CP PROPCO 2 LIMITED Registered Number in England & Wales: 03679001
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgements and accounting estimates that are reasonable and prudent, ?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 inappropnate to presume

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

3.0
CP PROPCO 2 umrrED Registered Number In England & Wale= 03679001
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CP PROPCO 2 LIMITED

We have audited the financial statements of CP Propco 2 Limited for the year ended 31 December 2012 which comprise the Profit and Loss Account, the Statement of Recognised Gains and Losses, the Balance I Sheet, and the related notes The financial reporting framework that has been applied in their preparation 1.0 is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted 1 1.0 Accounting Practice)
Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 20126 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the 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 December 2012 and of its loss and cash flows for the year then ended,
?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and
?have been prepared in accordance with the requirements of the Companies Act 20126
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
CP PROPCO z UMITED Registered Number in England & Wales: 03679001 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

Antony Eldridge or) for and on behalf of PncewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London, UK Date O s sm vi

5.0
CP PROPCO 2 UMITED Registered Number In England & Wales: 03679001

Directors Report 7

Directors' report The directors present their annual report and the audited financial statements for the year ended 31 December 2011 Principal activities and current period performance CP Propco 2 Limited (formerly Erminecare Limited until II July 2011) provided complex community care services for adults with learning disabilities and varying degrees of challenging behaviour until 11 July 2011 On 11 July 2011 the company sold its trade, current assets and liabilities, and leased its hospital and care home facilities to a third party After that date, the principal activity of the company is renting specialist facilities For the year ended 31 December 2011, the company reported revenues of ?5,052,000 (2010 ?6,751,000) and an operating loss of ?854,000 on as discontinued operations and ?227,000 on co firming operations (2010 total loss of ?367,000 for the year) La7 li 000 The balance sheet on page 9 of the financial statements shows the company's uldancial position at the year end The purpose built developments owned by the company were reclassified as investment properties and valued on a fair value basis as at the balance sheet date Given the nature of the business, the company's directors are of the opinion that analysis using Key Performance Indicators (KPIs) is not necessary for an understanding of the development, performance or position of the business
Principal risks and uncertainties Prior to 11 July 2011, when the company operated as an independent healthcare provider, the NHS and social services were the only customers of the company Therefore the company was directly exposed to changes in government health policy and spending patterns From 11 July 2011 the sole activity of the company is now the rental of specialist properties to a third party lessee The company retains indirect exposure to changes in government policy via the lessee of its properties Financial risks As part of the ongoing operation of the company the directors have given particular consideration to liquidity risk Following financial restructuring in July 2011, the directors believe that the company is in a position to meet its future debt servicing requirements as they fall due, while allowing for sufficient resources to pursue current growth strategies Based on these factors, the directors are of the opinion that it is appropriate to prepare the financial statements on a going concern basis (see note I)
Outlook The expectation for the year ending 31 December 2012 following completion in July 2011 of the sale of the trade and current assets and liabilities of the business, is that the company's trade and income will be rental of specialist facilities and the associated revenue
Dividends The company did not pay any dividends during the year ended 31 December 2011(2010 nil)

2.0
CP Propco 2 Limited (formerly called Erminecare Limited)

Directors' report (continued)

Directors The directors of the company who were in office during the year and up to the date of signing the financial statements were 1 Conway (appointed II July 2011) D Wells (appointed 11 July 2011) L Stock (resigned 11 July 2011) P Calveley (resigned 11 July 2011)
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 auditors are unaware, and ?the director 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 s4 I 8 of the Companies Act 2006.0 The company has an elective resolution in place to dispense with the need to appoint auditors annually PricewaterhouseCooper LLP have indicated their willingness to continue to act as auditors of the company Approved by the Board of Directors and signed on behalf of the Board J Conway Director 25 592,tembet2012

3.0
CP Propco 2 Limited (formerly called Erminecare Limited)

Directors' responsibilities statement
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations Company law requires the directors to prepare financial statements for each financial year Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently,
?make judgements and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

4.0
Independent auditors' report to the members of CP Propco 2 Limited (formerly called Erminecare Limited)
We have audited the financial statements of CP Propco 2 Limited (formerly called Ermmecare Limited) for the year ended 31 December 2011 which comprise the profit and loss account, the statement of total recognised gains and losses, the note of historical cost profits and losses, the balance sheet and the related notes 1 to 19 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) Respective responsibilities of directors and auditors As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing Scope of the audit of financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the 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 December 2011 and of its profit for the year then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on matters prescribed by the Companies Act 2006 In our opinion the information in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements

5.0
Independent auditors' report to the members of CP Propco 2 Limited (formerly called Erminecare Limited) (continued)
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 you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not been branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or
?certain disclosures of directors' remuneration specified by law are not made, or
?we have not received all the information and explanations we require for our audit

Andrew Ratcliffe (Senior Statutory Auditor) for and on behalf of PncewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London, United Kingdom 2012.0

us to report to received from 6.0
CP Propco 2 Limited (formerly called Erminecare Limited)

Directors Report 8

DIRECTORS' REPORT
The directors present their annual report and the audited financial statements for the year ended 30 April 2010
PRINCIPAL ACTIVITIES AND CURRENT YEAR PERFORMANCE Erminecare Limited (' the Company") provides complex community care services for adults with learning disabilities and varying degrees of challenging behaviour The Company operates over 143 beds (2009 ? 130) across the country in a combination of hospitals and care homes For the year ended 30 April 2010 the Company reported revenues of ?10,528,000 (2009 ?10,921,000) and operating profit of f954,000 (2009 ?123,000) The result for the year was consistent viith the directors' expectations The net asset position of the Company at the year end is shown on page 7 of the financial statements In particular this highlights the value inherent in the properties owned by Erminecare which were revalued on an existing use basis on 6 2009-04-01 00:00:00 On 14 December 2009 the Group formerly headed by CP Equity Co (UK) Limited completed the financial restructuring of its debt obligations with agreement of its lenders This has resulted in a significant reduction in the Group's external debt obligations, a restatement of its medium term bank debt facilities and a substantial recapitalisation and simplification of the Group's capital and legal structure At the same time, Care Principles Topco Limited, an intermediate parent company previously owned indirectly by CP Equity Co (UK) Limited, was sold to CP Newco3 Limited
PRINCIPAL RISKS AND UNCERTAINTIES Consistent with many independent sector mental health providers, the NHS and social services are the only customers of the Company Therefore the Company is sensitive to changes in government health policy and spending patterns Competitive pressures remain a continuing risk for the Company, which could result in a loss of revenues The Company manages these risks by focussing on the delivery of high quality, value for money, person-centred services Financial risks The Company's principal financial assets are bank balances and trade debtors The pnmary financial risks that the Company is exposed to are credit risk, interest rate risk and liquidity risk The Company s credit nsk is primarily attributable to its trade debtors The amounts presented in the balance sheet are net of provisions for doubtful debts The Company has no significant concentration of credit risk, with exposure spread over a number of customers
As part of the ongoing operation of the Company the directors have given particular consideration to liquidity risk There were a number of cross guarantees between the Company and other companies with the Group formerly headed by CP Equity Co (UK) Limited, an intermediate parent company During the year the Group's interest payment obligations under its existing financing agreement with Barclays Bank PLC were largely either waived or rolled up into the existing debt On 21 December 2009, the Group's financial indebtedness was restructured based on revised performance forecasts This now places the Company in a position to meet its future debt servicing requirements as they fall due, while allowing for sufficient resources to pursue current growth strategies Based on these factors, the directors are of the opinion that it is appropriate to prepare the accounts on a going concern basis (refer to note I)
OUTLOOK Pricing and ongoing competitive pressures remain a challenge for the Company The expectation for the year ended 30 April 2011 is for these pressures to continue As described further in note 18, since the year end the Company has agreed, subject to certain conditions, to sell the trade and assets of the business Following completion, expected in October 2010, the Company's trade and income will be rental of specialist facilities

Page 4
ERMINECARE LIMITED DIRECTORS' REPORT
DIVIDENDS The directors do not recommend the payment of a dividend for the current year (2009 - fnil)
POLICY ON PAYMENT OF CREDITORS It is the Company's policy that payments to suppliers should be made in accordance with those terms and conditions agreed between the Company and its suppliers, provided that all trading terms and conditions have been met At 30 April 2010 the Company had an average of 20 days (2009 ? 7 days) purchases outstanding in trade creditors
DIRECTORS The directors who served dunng the year were A McLean (resigned 28 July 2009) S Sullivan R I Lynam
Since the year end, on 28 July 2010, S Sullivan and I Lynham resigned and L Stock and P Calveley were appointed as directors
AUDITORS Each person who was a director of the company at the date of approval of this annual report confirms that ?so far as the director is aware, there is no relevant audit information of v.hich the company's auditors are unaware, and ?the director has taken all the steps that he/she ought to have taken as a director to make himsel fi 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 s418 of the Companies Act 2006.0
The Company has an elective resolution in place to dispense with the need to appoint auditors annually Deloitte LLP will continue to act as auditors of the Company 1
Page 5 Approved by the Board of Directors signed on behalf of the Board

L Stock Director 2010-09-07 00:00:00
ERMINECARE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT , The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently,
?make judgements and 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 that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to 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

Page 6
ERMINECARE LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ERMINECARE LIMITED
We have audited the financial statements of Erminecare Limited for the year ended 30 April 2010 which compnse the profit and loss account, the statement of total recognised gains and losses, the note of historical cost profits and losses, the balance sheet and the related notes 1 to 19 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 Part 16 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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 preparing the financial statements and for being satisfied that they give a true and fair view Our 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 sufficient to give reasonable assurance that the financial statements are free from matenal misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements
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 30 April 2010 and of its profit for the year then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matters prescn bed 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 received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit L,tc(A." atA?A Paul Schofield (Senior Statutory Auditor) for and on behalf of Delonte LLP Chartered Accountants and Statutory Auditors St Albans, UK
ho Sm44v)ini ICI 0
Page 7
ERMINECARE LIMITED

Directors Report 9

DIRECTORS' REPORT The directors present their annual report and the audited financial statements for the year ended 30 April 2009. PRINCIPAL ACTIVITIES AND CURRENT YEAR PERFORMANCE Erminecare Limited ("Erminecare") provides complex community care services for adults with learning difficulties and varying degrees of challenging behaviour. The Company operates over 130 beds (2008? 130) across the country in a combination of hospitals and care homes. For the year ended 30 April 2009 the Company reported revenues of ?10,921,000 (2008: ?9,184,000) and operating profit of ?123,000 (2008: operating loss of ?903,000). The result for the year was consistent with the directors' expectations. The net asset position of the Company at the year end is shown on page 7 of the financial statements. In particular this highlights the value inherent in the properties owned by Erminecare which were revalued on an existing use basis on 6 April 2009. On 6 April 2009, Barclays Bank PLC ("Barclays") acquired the entire 'A' and '13' share capital of CP Equity Co (UK) Limited to become the new ultimate parent company. CP Equity Co (UK) Limited, together with its subsidiaries, comprises the "Group". On 14 December 2009, following the year end, the Group headed by CP Equity Co (UK) Limited, an intermediate parent company, completed the financial restructuring of its debt obligations with agreement of its lenders. This has resulted in a significant reduction in the Group's external debt obligations, a restatement of its medium term bank debt facilities and a substantial recapitalisation and simplification of the Group's capital and legal structure. At the same time, Care Principles Topco Limited, an intermediate parcnt company previously owned (via certain group companies) by CP Equity Co (UK) Limited, was sold to CP Newco3 Limited. Further details are in notes 16 and 17. Following the completion of the restructuring, the Group has a strong financial base for its operational requirements, for continued investment in the business and to pursue growth objectives.
PRINCIPAL RISKS AND UNCERTAINTIES Consistent with many independent sector mental health providers, the NHS and social services are the only customers of the Company. Therefore the Company is sensitive to changes in government health policy and spending patterns. Competitive pressures remain a continuing risk for the Company, which could result in a loss of revenues. The Company manages these risks by focussing on the delivery of high quality, value for money, person-centred services. Financial risks The Company's principal financial assets are bank balances and trade debtors. The primary financial risks that the Company is exposed to are credit risk, interest rate risk and liquidity risk. The Company's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of provisions for doubtful debts. The Company has no significant concentration of credit risk, with exposure spread over a number of customers. As part of the ongoing operation of the Company the directors have given particular consideration to liquidity risk. There were a number of cross guarantees between the Company and other companies with the Group headed by CP Equity Co (UK) Limited, an intermediate parent company. During the year the Group's interest payment obligations under its existing financing agreement with Barclays Bank PLC were largely either waived or rolled up into the existing debt. Subsequent to the year end, on 21 December 2009, the Group's financial indebtedness was restructured based on revised performance forecasts. This now places the Group in a position to meet its future debt servicing requirements as they fall due, while allowing for sufficient resources to pursue current growth strategies. Based on these factors, the directors are of the opinion that it is appropriate to prepare the accounts on a going concern basis (refer to note I).
OUTLOOK The directors anticipate continued progress in the development of new services during the forthcoming year. Consequently, this is expected to lead to an improvement in the Company's performance.

2.0

ERMINECARE LIMITED

DIRECTORS' REPORT
DIVIDENDS The directors do not recommend the payment of a dividend for the current year (2008 - POLICY ON PAYMENT OF CREDITORS It is the Company's policy that payments to suppliers should be made in accordance with those terms and conditions agreed between the Company and its suppliers, provided that all trading terms and conditions have been met. At 30 April 2009 the Company had an average of 44 days (2008 ? 27 days) purchases outstanding in trade creditors.
DIRECTORS The directors who served during the year were: D Roth (resigned 6 April 2009) A McLean (resigned 28 July 2009) S Sullivan (appointed 6 April 2009) R 1 Lynam (appointed 6 April 2009)

AUDITORS Each person who was a director of the company at the date of approval of this annual 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 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 provisions of s418 of the Companies Act 2006. The Company has an elective resolution in place to dispense with the need to appoint auditors annually. Deloitte LLP will continue to act as auditors of the Company. Approved by the Board of Directors and signed on behalf of the Board

2009-12-22 00:00:00

3.0
ERIVIINECARE LIMITED

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and 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 that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to 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 ERIVIINECARE LIMITED We have audited the financial statements of Erminecare Limited for the year ended 30 April 2009 which comprise the profit and loss account, the statement of total recognised gains and losses, the note of historical cost profits and losses, the balance sheet and the related notes I to 17. 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 sections 495 and 496 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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 preparing the financial statements and for being satisfied that they give a true and fair view. Our 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 sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.
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 30 April 2009 and of its profit for the year then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters 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 received from branches not visited by us; or ?the financial statements are not in agreement with the accounting records and returns; or ?certain disclosures of directors' remuneration specified by law are not made; or ?we have not received all the information and explanations we require for our audit.

Paul Schofield (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditors Cambridge, UK 2009-12-22 00:00:00 5.0
ERMINECARE LIMITED

Directors Report 10

DIRECTORS' REPORT The directors present their annual report and the audited financial statements for the year ended 30 April 2008. PRINCIPAL ACTIVITIES AND CURRENT YEAR PERFORMANCE Ermine Care Limited ("Ermine Care" or -the Company") provides complex community care services for adults with learning difficulties and varying degrees of challenging behaviour. On 30 July 2007, CP Equity Co (UK) Limited acquired the entire share capital of the Company's previous ultimate parent company, Care Principles Topco Limited. On 6 April 2009, Barclays Bank plc ("Barclay's") acquired the entire share capital of CP Equity Co (UK) Limited to become the new ultimate parent company (together with subsidiaries, comprising the "Group"). The Company operates over 130 beds across the country in a combination of hospitals and care homes. For the year ended 30 April 2008 the Company reported revenues of ?9,184,000 (2007: ?6,881,000) and operating loss of ?903,000 (2007: operating profit of ?1,754,000). The significant growth in the Company for the year was consistent with the directors' expectations. Administrative expenses includes a write down of ?166,000 following a review of the value of land and buildings as at 30 April 2008 by the Directors. The net asset position of the Company continues to be robust; the balance sheet on page 8 of the financial statements shows the Company's financial position at the year end. In particular this highlights the value inherent in the properties owned by Ermine Care which were revalued on an existing use basis as at the balance sheet date.
PRINCIPAL RISKS AND UNCERTAINTIES Consistent with many independent sector mental health providers, the NHS and social services are the only customers of the Company. Therefore the Company is sensitive to changes in government health policy and spending patterns. Competitive pressures remain a continuing risk for the Company, which could result in a loss of revenues. The Company manages both these risks by focussing on the delivery of high quality, value for money, person- centred services. Financial risks The Company's principal financial assets are bank balances and trade debtors. The primary financial risks that the Company is exposed to are credit risk, interest rate risk and liquidity risk. The Company's credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet are net of provisions for doubtful debts. The company has no significant concentration of credit risk, with exposure spread over a number of customers. In order to hedge the interest rate cash flow risk arising from variable fluctuations in LIBOR, the company was party to a group interest rate swap during the year. Following the acquisition of the group on 30 July 2007 by CP Equity Co (UK) Limited and further restructuring of debt within the group, the third party debt owed by the Company ceased at this time. The Company remains a cross guarantor to loan facilities within the CP Equity Co (UK) Limited group. In the ongoing operation of the Company and in the context of cross guarantees given within the Group, the directors have given consideration to liquidity risk. While the refinancing of the Group is not yet finalised, the directors consider the combination of current cash balances, the expected future performance of the group and the support from Barclays, the new Parent Company, along with a letter received from the Directors of CP Holdco 2 Limited regarding the current position of discussions with Barclays Bank plc, allows adequate resources for the Company and Group and reliance to be placed in continuing to pursue current growth strategies for the foreseeable future. The directors of CP Holdco 2 Limited are engaged in discussions with Barclays Bank plc in relation to the consensual restructuring of the Group's finance facilities and which sets out the current position of those discussions following the acquisition of the entire share capital of CP Equity Co (1.7K) Limited from Delta Commercial Property LP and others by Barclays Bank plc on 6 April 2009. The directors consider that whilst there can be no certainty in relation to matters referred to and disclosed more fully in note 1, at the date of approving these financial statements it is appropriate to prepare these accounts on a going concern basis.

2.0
ERMINE CARE LIMITED

DIRECTORS' REPORT
OUTLOOK The directors anticipate continued progress in the development of new services during the forthcoming year. Consequently, this is expected to lead to an improvement in the Company's performance.
DIVIDENDS The directors do not recommend the payment of a dividend for the current year (2007- frill). DIRECTORS' INDEMNITIES The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.
DIRECTORS The directors who served during the year were: D Roth (resigned 6 April 2009) A Skull (resigned 20 March 2008) T McLean (appointed 20 March 2008)
In addition, subsequent to year end, the following directors were appointed:
S Sullivan (appointed 6 April 2009) R 1 Lynam (appointed 6 April 2009)

AUDITORS In the case of each of the persons who are directors of the Company at the date when this report is approved: ?so far as each of the directors is aware, there is no relevant audit information (as defined in the Companies
?each of the directors has taken all the steps that they ought to have taken as a director to make themselves
of that information. This confirmation is given and should be interpreted in accordance with the provisions of s234ZA of the Companies Act 1985. Deloitte LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors and signed on behalf of the Board

ynam Director

3.0

ERMINE CARE LIMITED

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 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; 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 financial position of the company and to 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.

4.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ERMINE CARE LIMITED

We have audited the financial statements of Ermine Care Limited for the year ended 30 April 2008 which comprise the profit and loss account, the statement of total recognised gains and losses, the note of historical cost profits and losses, the balance sheet and the related notes Ito 18. 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 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 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 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 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.

5.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ERMINE CARE LIMITED (continued)
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 30 April 2008 and of its loss 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.

Emphasis of matter - going concern
Without qualifying our opinion, we draw attention to the disclosures made in the report of the directors, and in note 1 to the financial statements concerning the Company's ability to continue as a going concern. The Company incurred a net loss of ?1,268,000 during the year ended 30 April 2008, and at that date had cash of ?1,303,000. The going concern basis of preparation is dependent on the group's ability as a whole to continue to meet liabilities as they fall due, due to the linked financing arrangements and cross guarantees in place between group companies.
The directors have prepared a cash flow forecast for the group which makes assumptions about the income, expenditure, cash flows and the servicing of existing debt finance. Additionally, management has assumed that the existing bank covenant waiver will continue to be made available to the group for a period of not less than 12 months from the date of signing these financial statements, and that Barclays will not demand repayment of interest or loan capital should this cause the group to be unable to meet its liabilities as they fall due.
These assumptions have been made based on discussions with Barclays as part of the refinancing and restructuring which is ongoing at present, and management is confident that these facilities will continue to be made available to the group on the same basis as it is currently.
These conditions, along with other matters as set forth in note 1, indicate the existence of material uncertainties which may cast significant doubt about the Company to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern, as it is not practicable to determine or quantify them

Volk Lc
Deloitte LLP Chartered Accountants and Registered Auditors Cambridge, United Kingdom
1?) Mai '191

6.0
ERMINE CARE LIMITED

Directors Report 11

DIRECTORS' REPORT The directors present their annual report and the audited financial statements for the year ended 30 Apnl 2007 PRINCIPAL ACTIVITIES AND CURRENT YEAR PERFORMANCE Ermine Care provides complex community care services for adults with learning difficulties and varying degrees of challenging behaviour The Company operates over 80 beds across the country in a combination of hospitals and care homes It has continued the development of new sen ices with the opening of a new hospital Rose Lodge dunne the year in the West Midlands A number of additional hospitals are expected to be commissioned over the coming year For the year the Company reported revenues of ?6 881 000 and operating profit of ?1 754 000 This was consistent with the directors' expectations The net asset position of the Company continues to be robust the balance sheet on page 8 of the financial statements shows the Company s financial position at the year end In particular this highlights the value inherent in the properties owned by Ermine Care which were revalued on an existing use basis as at the balance sheet date
PRINCIPAL RISKS AND UNCERTAINTIES Consistent with many independent sector mental health providers the NHS and social sentces are the only customers of the Company Therefore the Company is sensitive to changes in government health policy and spending patterns Competitive pressures also remain a continuing nsk for the Company which could result in loss of revenues The Company manages both these nsks by focussing on the delivery of high quality alue for money person- centred services
OUTLOOK The directors anticipated continued progress in the development of new services dunne, the forthcoming year Consequently this is expected to lead to an improvement in the Company s performance
DIVIDENDS The directors do not recommend the payment of a dividend for the current year (2006 - DIRECTORS' INDEMNITIES The company has made qualifying third party indemnity provisions for the benefit of its directors which were made dunng the year and remain in force at the date of this report
DIRECTORS The directors who served throughout the year were D J Roth A Skull ERMINE CARE LIMITED

DIRECTORS' REPORT
AUDITORS In the case of each of the persons who are directors of the company at the date when this report is approved ?so far as each of the directors is aware there is no relevant audit information (as defined in the Companies Act 1985) of which the company's auditors are unav,are and ?each of the directors has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information (as defined) 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 pro isions of s234ZA of the Companies Act 1985 Deloine & Touche LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting

Approved by the Board of Directors and signed on behalf of the Board

d D Roth Secretary ERMINE CARE LIMITED

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for prepanne the Annual Report and the financial statements in accordance with applicable law and regulations Company law requires the directors to prepare financial statements for each financial year Under that law the directors have 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 penod In prepanng these 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 matenal departures disclosed and explained in the financial statements and ?prepare the financial statements on the going concern basis unless it is inappropnate 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 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 ERMINE CARE LIMITED

We have audited the financial statements of Ermine Care Limited for the year ended 30 Apnl 2007 which compnse the profit and loss account the statement of total recognised gains and losses the balance sheet and the related notes 1 to 17 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 prepanng 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 V hether in our 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 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 rele?ant to 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 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

5.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ERMINE CARE LIMITED (continued)
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 30 Apnl 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

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Deloitte & Touche LLP Chartered Accountants and Registered Auditors Cambnclae United Kingdom
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6.0 1.0 Sheet1 7.0
ERMINE CARE LIMITED

Directors Report 12

DIRECTORS' REPORT The directors present their annual report and the audited financial statements for the year ended 30 April 2006. Principal activities and current year performance
Ermine Care provides complex community care services for adults with learning difficulties and varying degrees of challenging behaviour.
The company operates over 60 beds across the country in a combination of hospitals and care homes.
In April 2005, Ermine Care was acquired by Care Principles Holdings Limited. Since that time, the company has focused on renewing its existing services and developing additional services across England. As a result, Ermine Care acquired two sites during the year which are expected to become operational during the forthcoming year. The performance for the year was satisfactory, with revenues 37% above the previous year (26% on a like-for-like basis); operating profit was 108% above the previous year (91% on a like-for-like basis).
The net asset position of the Company also remains strong; the balance sheet on page 7 of the financial statements shows the company's financial position at the year end. In particular this highlights the value inherent in the facilities owned by Ermine Care.
Principal risks and uncertainties
Consistent with all independent sector providers the NHS and Social Services are the principal customers of the company. Therefore the company is sensitive to changes in government health policy and spending patterns.
Competitive pressures also remain a continuing risk for the company, which could result in loss of revenues. The company manages both these risks by focussing on the delivery of high quality, value for money, person- centred services.
Outlook
The directors anticipate continued progress in the development of new services during the forthcoming year. Consequently, this is expected to lead to an improvement in the company's performance.
DIVIDENDS The directors recommend a payment of a dividend for the current period of EMI (2005 -?143,000). DIRECTORS AND THEIR INTERESTS The directors who served during the year and since the year-end and their interests in the shares of the company were: Ordinary shares of ?1 each 30 April 2006 1 May 2005
E Thackray (resigned 1 April 2005) 250 D J Roth (appointed 1 April 2005) A Skull (appointed 1 April 2005)
The interests of the directors in the shares of group companies are disclosed in the accounts of Care Principles Topco Limited.
AUDITORS In the case of each of the persons who are directors of the company at the date when this report is approved:
2.0
ERMINE CARE LIMITED

DIRECTORS' REPORT
?so far as each of the directors is aware, there is no relevant audit information (as defined in the Companies Act 1985) of which the company's auditors are unaware; and ?each of the directors has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information (as defined) 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 8234ZA of the Companies Act 1985. Deloitte & Touche LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors and signed on behalf of the Board
AiPc Secretary

3.0
ERMINE CARE LIMITED

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements. The directors have chosen to prepare the accounts for the company in accordance -with United Kingdom Generally Accepted Accounting Practice. United Kingdom company law requires the directors to prepare such financial statements for each financial year which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the state of affairs of the company and of the profit or loss of the company for that period and comply with UK GAAP and the Companies Act 1985. 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; 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 financial position of the company and to 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.

4.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ERMINE CARE LIMITED We have audited the fmancial statements of Ermine Care Limited for the year ended 30 April 2006 which comprise the profit and loss account, the balance sheet and the related notes 1 to 18. 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 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 law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Our responsibility is to audit the financial statements in accordance with relevant United Kingdom 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 in accordance with the relevant financial reporting framework and are properly prepared in accordance with the Companies Act 1985. We report to you whether in our opinion the information given in the directors' report is consistent with the financial statements. We also 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 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 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 30 April 2006 and of its profit for the year then ended; ?the fmancial 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.

Deloitte & Touche LLP Chartered Accountants and Registered Auditors Cambridge, United Kingdom

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5.0 ERMINE CARE LIMITED

Directors Report 13

DIRECTORS' REPORT The directors present their annual report and the audited financial statements for the II months ended 30 April 2005. ACTIVITY The principal activity of the company is the provision of complex care community services for people with a learning difficulty.
REVIEW OF DEVELOPMENTS AND FUTURE PROSPECTS On 1 April 2005 the entire share capital of the company was acquired by Care Principles Holdings Limited. The new ultimate parent company is Care Principles Topco Limited. On 26 April 2005 the company changed its accounting reference date to 30 April 2005. Consequently, these financial statements are for the 11 month period ended 30 April 2005.
DIVIDENDS The directors recommend a payment of a dividend for the current period of ?143,000 (2004 - ?215,000).
DIRECTORS AND THEIR INTERESTS The directors who served during the period and their interests in the shares of the company were: Ordinary shares of ?11 each 30 April 2005 31 May 2004
E Thackray (resigned 1 April 2005) 250 D J Roth (appointed 1 April 2005) A Skull (appointed 1 April 2005)
The interests of the directors in the shares of group companies are disclosed in the accounts of Care Principles Group Limited.
AUDITORS Deloitte & Touche LLP were appointed as auditors during the period. Deloitte & Touche LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors and signed on behalf of the Board

2-3 .9044441--' 2-dos"

Secretary

2.0 ERMINE CARE LIMITED

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 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 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 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 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.

3.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ERMINE CARE LIMITED We have audited the financial statements of Ermine Care Limited for the 11 months ended 30 April 2005 which comprise the profit and loss account, the balance sheet and the related notes 1 to 18. 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 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 period 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 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 30 April 2005 and of its profit for the 11 months then ended and have been properly prepared in accordance with the Companies Act 1985.
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Deloitte & Touche LLP Chartered Accountants and Registered Auditors Cambridge
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4.0
ERMINE CARE LIMITED