Directors Report 1

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2013
Results and dividends The company recorded a loss after taxation of ?10,864,546 (2012 profit of ?3,581,762) The directors

Principal activities and review of business The principal activity of the company is to act as an investment holding company The directors consider
to the impairment of the investment in United Utilities (I&C Solutions) Holdings Limited of ?19,820,982 following the liquidation of the company, offset by the receipt of dividend income of ?9,046,174 from United Utilities (I&C Solutions) Holdings Limited The profit in the prior year is largely in relation to the receipt of deferred consideration, net of transaction costs, in respect of prior year investment disposals of ?3,424,352 together with interest receivable of ?233,141 The future performance of the company is contingent upon the performance of its subsidiary
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below MA Gee (appointed 13 August 2013)
SL Illingworth (resigned 27 September 2013)
During the year, directors' and officers' liability insurance was in force
Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that 1 so far as he or she is aware, there is no relevant audit information of which the company's auditor is
2 he or she has taken all the steps that he/she ought to have taken as a director in order to make
aware of that information This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

Auditor Our auditor, KPMG, has informed us that for administrative reasons and to instigate the orderly wind
KPMG Audit Plc to KPMG LLP KPMG Audit Plc has indicated that it will resign as auditor during the year ending 31 March 2014 and the directors will propose the appointment of KPMG LLP as auditor of the Company for the financial year ending 31 March 2014 Approved by the board and signed on its behalf by
71---,-E) MA Gee
II December 2013

3.0
United Utilities Energy & Contracting Services Holdings Limited

Statement of directors' responsibilities in respect of the

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

Company law requires the directors to prepare financial statements for each financial year Under that law
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law)
Under company law the directors must not approve the financial statements unless they are satisfied that
company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

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

4.0
Independent auditor's report to the members of United Utilities Energy & Contracting Services Holdings Limited
We have audited the financial statements of United Utilities Energy & Contracting Services Holdings
that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
fair view Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www frc org uk/auditscopeukprivate
Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the company's affairs as at 31 March 2013 and of its loss for
?have been properly prepared in accordance with UK Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or retums 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

Lilo Jdin Costello (Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants St James Square Manchester M2 6DS (3 December 2013 5.0 United Utilities Energy & Contracting Services Holdings Limited

Directors Report 2

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2012
The company recorded a profit after taxation of ?3,581,762 (2011 loss of ?6,107,757) The directors

Principal activities and review of business The principal activity of the company is to act as an investment holding company The directors consider
to the receipt of deferred consideration, net of transaction costs, in respect of prior year investment disposals of ?3,424,352 together with interest receivable of ?233,141 The losses in the prior year are principally the result of exceptional impairments of fixed asset investments and the subsequent loss on their disposal The company sold some of its investments in subsidiaries in the prior year, however it is continuing to act
performance of its subsidiary
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below DM Hannon SL Illingworth (appointed 29 April 2011) A Prescott (resigned 29 April 2011) UU Directorate Limited (appointed 29 April 2011, resigned 19 August 2011) UU Secretariat Limited (appointed 19 August 2011) During the year, directors' and officers' liability insurance was in force
Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that 1 so far as he or she is aware, there is no relevant audit information of which the company's auditor is
2 he or she has taken all the steps that he/she ought to have taken as a director in order to make
aware of that information
This confirmation is given, and should be interpreted, in accordance with the provisions of section 418 of

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

Approved by the board and signed on its behalf by
tumdm''s Illingworth
at September 2012 3.0

United Utilities Energy & Contracting Services Holdings Limited

Statement of directors' responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and 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 judgments 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 auditor's report to the members of United Utilities Energy & Contracting Services Holdings Limited
We have audited the financial statements of United Utilities Energy & Contracting Services Holdings
that has been applied in their preparation is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are
fair view Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the APB's website at www frc org uk/apb/scope/private cfm
Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the company's affairs as at 31 March 2012 and of its profit for
?have been properly prepared m accordance with UK Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or returns adequate for our audit have not been
?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit

J hn Costello (Senior Statutory Auditor) for and on behalf of KPMG Audit Plc, Statutory Auditor Chartered Accountants St James Square Manchester M2 6DS -1.< September 2012 5.0
United Utilities Energy & Contracting Services Holdings Limited

Directors Report 3

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2011
The company recorded a loss for the year of ?6,107,757 (2010 ?86,928,945) The directors cannot

Principal activities and review of business The principal activity of the company is to act as an investment holding company The directors consider
principally the result of exceptional impairments of fixed asset investments and the subsequent loss on their disposal
The company sold some of its investments in subsidiaries during the year however it is continuing to act
performance of its subsidiary Further information is provided in note 6 The performance of the remaining subsidiary and the associated risks are disclosed in the financial statements of that company, which does not form part of this report
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Directors The directors who held office during the year and to date are given below C Cornish A Cowan DM Hannon SL Illingworth JM Perne A Prescott UU Directorate Limited UU Secretariat Limited (resigned 30 September 2010) (resigned 31 December 2010) (appointed 23 December 2010) (appointed 29 April 2011) (resigned 8 October 2010) (appointed 20 October 2010, resigned 29 April 2011) (appointed 29 April 2011, resigned 19 August 2011) (appointed 19 August 2011) During the year, directors' and officers' liability Insurance was in force
Disclosure of information to the auditor Each of the persons who is a director at the date of approval of this report confirms that 1 so far as he or she is aware, there is no relevant audit information of which the company's auditor is
2 he or she has taken all the steps that he/she ought to have taken as a director in order to make
aware of that information
This confirmation is given, and should be Interpreted, in accordance with the provisions of section 418 of

3.0

United Utilities Energy & Contracting Services Holdings Limited

Directors' report (continued)

Auditor During the year, following a thorough tender process, the United Utilities Group PLC's (the group) audit committee recommended to the group's board that KPMG Audit Plc be appointed auditor to the group and its subsidiary undertakings, following the conclusion of Deloitte LLP's audit of the 2011 financial statements Deloitte LLP will therefore resign as auditor to the company and KPMG Audit Plc will be appointed to fill a casual vacancy In the absence of an annual general meeting KPMG Audit Plc will thereafter be deemed to be reappointed as auditor to the company Approved by the board and signed on its behalf by 1"..litcyreshict
SLIllingworth Director 2011-12-15 00:00:00

4.0
United Utilities Energy & Contracting Services Holdings Limited

Statement of directors' responsibilities in respect of the

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

Company law requires the directors to prepare financial statements for each financial year Under that law
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently, ?make judgments and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that

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

5.0
Independent auditor's report to the members of United Utilities Energy & Contracting Services Holdings Limited
We have audited the financial statements of United Utilities Energy & Contracting Services Holdings
total recognised gains and losses, the balance sheet and the related notes I to 12 The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16
members those matters we are required to state to them in an auditor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the
responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
Scope of the audit of the financial statements , An audit involves obtaining evidence about the amounts and disclosures in the financial statements
whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report
Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the company's affairs as at 31 March 2011 and of its loss for
?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial

Independent auditor's report (continued) to the members of United Utilities Energy & Contracting Services Holdings Limited
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
?adequate accounting records have not been kept, or returns adequate for our audit have not been
?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit

Jane Boardman (Senior statutory auditor)
Chartered Accountants and Statutory Auditor
tL December 2011

7.0
United Utilities Energy & Contracting Services Holdings Limited

Directors Report 4

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2010
Results and dividends The company recorded a loss for the year of ?86,928,945 (2009 ?465,555) The directors can not

Principal activities and review of business The principal activity of the company is to act as a holding company The directors consider the financial
impairments of fixed asset investments arising from trading losses The impairments have been measured with reference to the post year end disposal of investments disclosed below
The future performance of the company is contingent upon the performance of its subsidiaries Although
investment holding company and the directors are continuing to assess potential figure investment opportunities The performance of the remaining subsidiaries and the associated risks are disclosed in the financial statements of those companies, which do not form part of this report
Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out

Events after the reporting period In June 2010, the United Utilities group announced the sale of its principal UK non-regulated water
indirect subsidiary United Utilities Utility Solutions (E&CS) Limited (formerly United Utilities Networks Limited) to Veolia Water UK PLC The infrastructure services business within United Utilities Utility Solutions (E&CS) Limited has been transferred during August 2010 to another group company at net book value In September 2010 the United Utilities group agreed and completed the sale of United Utilities Utility Solutions (E&CS) Limited, which is an indirect subsidiary of the company
In June 2010 the United Utilities group announced the sale of its 50 per cent holding in Meter Serve and
partner, Marlin Acquisitions Limited for a consideration of approximately ?119 million, comprising ?24 million in cash and ?95 million in net debt assumed by the purchaser The investment in Meter Serve and Meter Fit is held by the company The transaction completed in October 2010 In June 2010 the group agreed and completed the disposal of its UK electricity services business, United Utilities Electricity Services Limited, which is a subsidiary of the company
In October 2010 the United Utilities group agreed and completed the sale of its gas business, United Utilities Operations Limited, a subsidiary of the company, to Northern Gas Networks
In October 2010 the United Utilities group announced and completed the sale to Shanks Group PLC of its
(UUWML) (subsidiary of the company), Resource Recovery Solutions (Derbyshire) Holdings Limited (RRSDHL) (subsidiary of UUWML), Resource Recovery Solutions (Derbyshire) Limited (subsidiary of RRSDHL), and United Utilities Waste Operations Limited (subsidiary of the company)

3.0
United Utilities Energy & Contracting Services Holdings Limited

Directors' report (continued)

Directors The directors who held office during the year and to date are given below C Cornish
SR Fraser JM Perrie A Prescott (resigned 30 September 2010) (appointed 18 May 2009) (resigned 18 May 2009) (resigned 8 October 2010) (appointed 20 October 2010) During the year, directors' and officers' liability insurance was in force
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that ?so far as the director is aware, there is no relevant audit information of which the company's
?the directors have taken all the steps that he ought to have taken as a director to make himself
are aware of that information This confirmation is given and should be interpreted in accordance with the provisions of section 418 of

Auditors Deloitte LLP have indicated their willingness to be reappointed for another term and appropriate
Annual General Meeting
By order of the board

A Cowan Director Date 30 November 2010

4.0
United Utilities Energy & Contracting Services Holdings Limited

Statement of directors' responsibilities in respect of the

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

Company law requires the directors to prepare financial statements for each financial year Under that law
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to
?select suitable accounting policies and then apply them consistently,
?make judgments and accounting estimates that are reasonable and prudent,
?state whether applicable UK Accounting Standards have been followed, subject to any material

?prepare the financial statements on the going concern basis unless it is inappropriate to presume

The directors are responsible for keeping adequate accounting records that are sufficient to show and
position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
Independent auditors' report to the members of United Utilities Energy & Contracting Services Holdings Limited
We have audited the financial statements of United Utilities Energy & Contracting Services Holdings Limited for the year ended 31 March 2010 which comprise the profit and loss account, the balance sheet and the related notes 1 to 16 The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 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 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 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 31 March 2010 and of its loss
?have been properly prepared in accordance with United Kingdom Generally Accepted
?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, or returns adequate for our audit have not been
?the financial statements are not in agreement with the accounting records and returns, or ! ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit

ou s in(Senior Stattlthiy Au itor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditors Manchester 2010-11-30 00:00:00
United Utilities Energy & Contracting Services Holdings Limited

Directors Report 5

Directors' report

The directors present their report and the audited financial statements for the year ended 31 March 2009.
incorporation to 3 I March 2008. Results and dividends The company recorded a loss for the year of ?465,555 (2008: ?7,158,726 loss for the period). The
Principal activities and review of business The principal activity of the company is to act as a holding company. The directors consider the financial
No significant future developments are anticipated. The future performance of the company is contingent upon the performance of its subsidiaries. The
those companies, which do not form part of this report. Going concern The directors' considerations in preparing these financial statements on a going concern basis are set out
Directors The directors who held office during the year and to date are given below: C.1 Brook (resigned 9 April 2008)
A Cowan (appointed 18 May 2009) SR Fraser (resigned 18 May 2009) JM Perrie (appointed 9 April 2008)
During the year, directors' and officers' liability insurance was in force.
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that:
1.so far as he or she is aware, there is no relevant audit information of which the company's
2.he or she has taken all the steps that he/she ought to have taken as a director in order to make
auditors are aware of that information. This confirmation is given, and should be interpreted, in accordance with the provisions of s234ZA of the
Auditors A resolution to reappoint Deloitte LLP as auditors will be put to the members at the Annual General
By order of the board PC,1? JL Gilmore For and on behalf of UU Secretariat Limited Company Secretary Date: 29 September 2009
3.0
United Utilities Energy & Contracting Services Holdings Limited

Statement of directors' responsibilities in respect of the

The directors are responsible for preparing the Annual Report and the financial statements in accordance
Company law requires the directors to prepare financial statements for each financial year. Under that law
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgments and estimates that are reasonable and prudent;

Directors Report 6

Directors' report

The directors present their first annual report and audited financial statements for the period from
The directors' report has been prepared in accordance with the special provisions relating to small

Incorporation The company was incorporated in Great Britain and registered in England and Wales on 10 August 2007
Energy & Contracting Services Holdings Limited and the number 6340358.
Results and dividends The company recorded a loss for the period of ?7,158,726. The directors cannot recommend the payment

Principal activities and review of business The principal activity of the company is to act as a holding company. The directors consider the financial
Directors The directors who held office during the period and to date are given below: Inhoco Formations Limited CJ Brook C Comish SR Fraser J Iddon JM Perrie (appointed 10 August 2007; resigned 29 August 2007) (appointed 29 August 2007; resigned 9 April 2008) (appointed 29 August 2007) (appointed 29 August 2007) (appointed 29 August 2007; resigned 19 October 2007) (appointed 9 April 2008) Secretaries The secretaries that held office during the period and thereafter were as follows: AG Secretarial Limited (appointed 10 August 2007; resigned 29 August 2007) UU Secretariat Limited (appointed 29 August 2007)
During the period, directors' and officers' liability insurance was in force.
Disclosure of information to the auditors Each of the persons who is a director at the date of approval of this report confirms that:
I. so far as he or she is aware, there is no relevant audit information of which the company's

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

3.0
United Utilities Energy & Contracting Services Holdings Limited

Directors' report

Auditors Deloitte & Touche LLP were appointed during the period as the company's initial auditors. On 1
Deloitte LLP as auditors will be put to the members at the Annual General Meeting.
By order of the board g?-ii------ JL Gilmore Company Secretary

4.0
United Utilities Energy & Contracting Services Holdings Limited

Statement of directors' responsibilities in respect of the

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

Company law requires the directors to prepare financial statements for each financial period. Under that
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgments and estimates that are reasonable and prudent;
? state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy
statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5.0

United Utilities Energy & Contracting Services Holdings Limited

Independent auditors' report to the members of United Utilities Energy & Contracting Services Holdings Limited

We have audited the company's financial statements for the period ended 31 March 2008 which comprise
have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the
members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the financial statements in accordance
Accounting Practice) are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory

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

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

6.0
4.0
United Utilities Energy & Contracting Services Holdings Limited

Independent auditors' report (continued) to the members of United Utilities Energy & Contracting Services Holdings Limited

Opinion
In our opinion: ?the financial statements give a true and fair view, in accordance with United Kingdom
March 2008 and of its loss for the period from incorporation on 10 August 2007 to 3 I March 2008; ?the financial statements have been properly prepared in accordance with the Companies Act
?the information given in the directors' report is consistent with the financial statements.
e)(eftikt, kke
Deloitte LLP Chartered Accountants and Registered Auditors Manchester, United Kingdom Date: t May 2009 United Utilities Energy & Contracting Services Holdings Limited