Directors Report 1

Directors' Report For the year ended 31 December 2018
The Directors present their annual report together with the audited financial statements of Barclays Group Operations Limited (the 'Company') for the year ended 31 December 2018. Profit and dividends During the year the Company made a profit after tax of ?2,688,539 (2017: ?5,069,215). An interim dividend of ?20,500,000 was paid on 4 December 2018 (2017: ?25,000,000). Directors The Directors of the Company who served during the year and up to the date of signing the financial statements are as shown below: Alastair Blackwell Peter McCabe ? Rebecca Alice Bland (appointed as a Director on 29 May 2018) Peter Josse Robin Dinning (resigned as Director on 26 January 2018)
Since the 31 December 2018, Simon Pattison was appointed as a Director on 26 March 2019 and Peter Josse resigned as Director on 28 February 2019. Going Concern There are current plans to close the Company's overseas branches and migrate the activity within the Barclays Group. Accordingly, in preparing the financial statements, the Directors have determined that the going concern assumption cannot be followed and has not been applied in preparing these financial statements. Instead these financial statements have been prepared on the breakup basis.'
,Statement of Directors' responsibilities The directors are responsible for preparing the Directors' Report, Strategic 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 they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs 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 financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?make judgements and estimates that are reasonable, relevant and reliable; ?state whether they have been prepared in accordance with IFRSs as adopted by the EU; ?assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and ?use 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.

1.0
Barclays Group Operations Limited Directors' Report For the year ended 31 December 2018
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 Company's activities are exposed to a variety of financial risks. The Company is required to follow the 'requirements of the Group risk management policies, which include specific guidelines on the management of foreign exchange, interest rate and credit risks, and advice on the use of financial' instruments to manage them. The main financial risks that the Company is exposed to are outlined in Note 23. 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 31 December 2018 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, including qualifying third party indemnity provisions and qualifying indemnity provisions which may occur (or have occurred) in connection With their duties, powers or office.
Employee involvement:
We place a great deal of importance in providing all colleagues with the right support and frameworks to maximise their career goals and opportunities. The Barclays Group Operations Limited colleague themes and initiatives are aligned to Barclays Group values and Barclays Group strategic goals. The following sections are therefore consistent with those detailed in the People Section of the Barclays PLC Annual Report and figures mentioned are for Barclays PLC Group.
Barclays regularly updates employees on the financial and economic factors affecting the Company's performance and the delivery of the strategy through Barclays Group CEO and senior leader communications, line manager briefing packs, infographics, videos, interviews and talking points distributed to employees every quarter in accordance with our financial reporting calendar. We also hold a variety of events for employees so they can hear directly from the Group Executive Committee and employees are kept regularly informed about what is happening in their area and across Barclays through regular local engagement initiatives and communications that allow for discussion and build awareness and understanding. Campaigns and colleague stories throughout the year bring to life how we are living Barclays' Purpose, 'Creating opportunities to rise' and Values: ,Respect, Integrity, Service, Excellence and Stewardship on a daily basis, providing ongoing evidence of how we are supporting our colleagues, customers and clients and the communities and societies in which we work.
Effective performance management underpins our values-based culture. To support our success, colleagues align their objectives to business and team goals, this is 'what' they will deliver. Behavioural ?expectations are set in the context of our values, this is 'how' they will achieve their objectives. We encourage connected performance conversations throughout the year and we continue to run our global recognition programme to recognise the achievements of those who have demonstrated our values in

2'

Barclays Group Operations Limited Directors' Report For the year ended 31 December 2018
the workplace. Colleagues are also encouraged to be involved with the Company's performance by participating in our all-employee share plans, which have been running successfully for over 10 years.
Employment of disabled persons
Supporting colleagues with disabilities and mental health conditions to achieve their goals is a key priority. As part of our role as a Disability Confident Leader under the UK Government's Department of Work and Pensions Disability Confident scheme, Barclays has taken an active role in encouraging more businesses to join the scheme, which now exceeds 7,000. To mark International Day of Persons with Disabilities we launched a paper 'Building disability and mental health confidence' which documents our journey to becoming a more accessible and inclusive business.
Our policies for hiring and selection, and in the broad management of our teams, require all employees at Barclays to give full and fair consideration of disabled persons on the basis oftheir skills and aptitudes. As part of the Disability Confident scheme we actively encourage applications from those with a disability or health condition, and we continually develop different recruitment models to remove the barriers to work for people of all abilities. Our Able to Enable internship is just one example. We encourage everyone who is either working with Barclays, or considering doing so, to open up and share information that will help us to provide the support and adjustments, including appropriate training, that they need to be able to feel valued and fulfilled at work. Barclays' policies are designed to provide training, career development and promotion opportunities for all, including employees with a disability or health condition. Creditor payment policy
The Company values its suppliers and acknowledges the importance of paying invoices, especially those of small businesses, in a timely manner. The Company's policy follows the Department for Business, Innovation & Skills' Prompt Payment Code, copies of which can be obtained from the Prompt Payment Code website at www.promptpaymentcode.org.uk.
The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 require disclosure of trade creditor payment days. The components for the trade creditor calculation are not easily identified. However, by identifying as closely as possible the components that would be required if Schedule 4 of the Companies Act 2006 applied, the trade creditor payment days for the Company for 2018 were 30 days (2017: 33 days). This is an arithmetical calculation and does not necessarily reflect our practice described above, not the experience of any individual creditor.
Independent Auditors KPMG LLP has been appointed by the Company to hold office in accordance with s.487 of the Companies Act 2006.

3.0 Barclays Group Operations Limited Directors' Report For the year ended 31 December 2018
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 BEHALF OF THE BOARD

fe_ktte_Sc_ tlisj Director Date: 17 May 2019 Company number: 6577136

4.0 Barclays Group Operations Limited Strategic Report For the year ended 31 December 2018
Principal activities and business review The principal activities of the Company and its subsidiaries are the provision of technology services to the Barclays Group. The Company has branches outside the UK in Singapore (registered 6 May 2008), Lithuania (registered 10 November 2009), South Africa (registered 1 April 2010) and Dallas, US (registered 13 April 2012) and operates a subsidiary in China (registered on .17 October 2008). During the year ending 31 Dec 2018, the Company's business was conducted through its Singapore and Lithuania branches. Other branches and subsidiary were non operational during the year. The activity of the Company's branches is planned to be migrated to other entities within the Barclays Group. Accordingly in March 2019, the Company resolved to close all of its branches. Business performance
The results of the Company show revenue of ?73,143,941 (2017: ?74,097,940), and a profit before tax of ?4,979,104 (2017: ?7,047,395) for the year. The Company has net assets of ?19,518,789 .(2017: ?37,547,001). Net cash inflow from continuing operating activities for 2018 was .?12,925,216 (2017: Inflow ?17,559,325). Business environment The technology services market is highly skill based and the products and services offered to customers are tailored to meet the regulatory and commercial environment in which it operates. Strategy
The Company's overriding objective has been to -provide efficient, sustainable and quality technology services to the Barclays Group.
Principal risks and uncertainties The Company's principal activities are to provide services across the Barclays Group. Its main exposures are therefore to other members of the Barclays Group.
Accordingly, 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. The principal risks and uncertainties of Barclays PLC, including those which pertain to economic uncertainties such as the UK's planned departure from the European Union, are discussed in pages 127 to 215 of the Barclays PLC 2018 annual report which does not form part of this report.
The Company provides many of the operational services required by Barclays' businesses. Operational risk is managed in accordance with Barclays Group Operational Risk policies. The Company has implemented risk controls and devoted substantial resources to developing procedures to ensure that transactions are processed efficiently, accurately and in accordance with the full suite of Barclays Group standards and controls. (Barclays Group standards are described further in the Barclays PLC 2018 annual report which does not form part of this report). :
Additional information on the financial risks to which the Company is exposed is included in note 23.

5.0 Barclays Group Operations Limited Strategic Report For the year ended 31 December 2018
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 relevant business cluster, Barclays Execution (BX), is discussed in the Barclays PLC annual report available online (www.home.barclays/barclays-investor-relations/results-and-reports/annual-reports), which does not form part of this report.
Post balance sheet events In March 2019, a board resolution was passed for closure of all of the Company's overseas branches as a result of the planned migration of activity from those branches to other entities within the Barclays group. The Company has conducted all material activites through its branches. Accordingly, the Directors are of the opinion that the going concern assumption for the reporting period ending as at 31 December 2018 and onward cannot be followed.

FOR AND ON BEHALF OF THE BOARD
ItcLe. cc, iiij Director Date: 17 May 2019 Company Number: 6577136

6.0

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BARCLAYS GROUP OPERATIONS LIMITED Opinion
We have audited the financial statements of Barclays Group Operations Limited ("the company") for the year ended 31 December 2018 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash flows, and related notes, including the summary of significant accounting policies in note 4. In our opinion the financial statements: ?give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its profit 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 3 to the financial statements which explains that the financial statements are now not 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 cover 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.
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. We have nothing to report in these respects.

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Directors' responsibilities As explained more fully in their statement set out on page 1 and 2, 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.
A fuller description of our responsibilities is provided on the FRC' s website at www.frc.org.uk/auditorsresponsibilities.
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'd() 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.

Sarah Ward (Senior Statutory Auditor) for and on behalf of ICPMG LLP, Statutory Auditor Chartered Accountants 15 Canada Square London E14 5GL Date: "4-kOS 13.%kek
Barclays Group Operations Limited

Directors Report 2

Directors' Report For the year ended 31 December 2017
The Directors present their annual report together with the audited financial statements of Barclays Group Operations Limited (the 'Company') for the year ended 31 December 2017. Profit and dividends During the year the Company made a profit after tax of ?5,069,215 (2016: ?5,311,992). An interim dividend of ?25,000,000 was paid on 21 December 2017 (2016: ?nil). Directors The Directors, of the Company who served during the year and up to the date of signing the financial . statements are as shown below:' Alastair Blackwell Peter Josse Peter McCabe ? Robin Dinning Since the year end, Rebecca Alice Bland was appointed as a Director on 29 May 2018 and Robin Dinning resigned 'as a Director on 26 January 2018. Going Concern After reviewing the Company's performance projections and the available banking facilities, the Directors are satisfied that the Company has adequate access to resources to enable it 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.' Statement of Directors' responsibilities The following statement, which should be read in conjunction with the Auditors' report set out on page 6 and 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 required by the Companies Act 2006 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 7 to 35:
?the Company has used appropriate .accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates; and ?that all the accounting standards which they consider to be applicable have been followed; and ?that the financial statements have been prepared on a 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.

1.0 ?Barclays Group Operations Limited Directors' Report For the year ended 31 December 2017
Financial risk management The Company's activities are exposed to a variety of financial risks. The Company is required to follow the requirements Of the Group risk management policies, which include specific guidelines on the management of foreign exchange, interest rate and credit risks, and advice on the use of financial instruments to manage them. The main financial risks that the Company is exposed to are outlined in Note 21. 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 31 December 201 7 for the benefit of the then Directors.
At the date of this report, indemnity provisions are in force for the benefit of the Directors in relation to certain losses and liabilities which may occur (or have occurred) in' connection with their duties, powers or office.
Employee involvement The Company maintains a regular programme of meetings in each of its regions and areas at which views and information are freely exchanged. In addition, regular meetings are held which are attended by the elected representatives of the staff and representatives of the Staff Union and Personnel Department. Employees of the Company are eligible to participate in Barclays PLC Sharesave Scheme and the Barclays PLC Sharepurchase Plan.
The Company is committed to ensuring that employees share in the success of the Group. We have defined a common set of Values and Behaviours and embedded them into our core people processes so that they are recognised and understood by our colleagues. Our leadership development programme is underpinned by our Values, and ensures all senior management are aware of, and are enabled to role model our Values and Behaviours.
We continue to assess candidate alignment to our Values and Behaviours through our recruitment and promotion processes and we also ensure new joiners attend the 'Being Barclays' Global Induction 'programme, which provides an in-depth experience of the Values and life at Barclays.. Colleagues are encouraged to align their objectives to business and team goals and behavioural expectations are set in relation to our Values. Performance is assessed against both 'what' colleagues do and 'how' they do it.
Employment of:disabled persons
The Company gives every consideration to applications for employment from handicapped or disabled persons who are able to meet the requirements of the job. . As far as possible, training, career development and promotion opportunities will be available to such persons. Where existing employees become disabled the Company makes every effort to continue to employ them.
Barclays Group Operations Limited Directors' Report For the year ended 31 December 2017
Creditor payment policy.
The Company values its suppliers and acknowledges the importance of paying invoices, especially those of small businesses, in a timely manner. The Company's policy follows the Department for Business, Innovation & Skills' Prompt Payment Code, copies of which can be obtained from the Prompt Payment Code website at www.promptpaymentcode.org.uk.
The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 require disclosure of trade creditor payment days. The components for the trade creditor calculation are not easily identified. However, by identifying as closely as possible the components that would be required if Schedule 4 of the Companies Act 2006 applied, the trade creditor payment days for the Company for 2017 were 33 days (2016: 40 days). This is an arithmetical calculation and does not necessarily reflect our practice described above, not the experience of any individual creditor.
Independent Auditors
KPMG LLP has held office in accordance with Section 487 of the Companies Act 2006 for the 2017 financial year.
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 NQ ON BEHALF OF THE BOARD

Director Date: 27 June 2018 Company number: 6577136

3.0 Barclays Group Operations Limited ?Strategic Report For the year ended 31 December 2017
Principal activities and business review The principal activities of the Company and its subsidiaries are the provision of technology services to the Barclays Group. The Company operates branches outside the UK in Singapore (registered 6 May 2008), Lithuania (registered 10 November 2009), South Africa (registered 1 April 2010) and Dallas, US (registered 13 April 2012) and operates a subsidiary in China (registered on 17 October 2008). Business performance
The results of the Company show revenue of ?74,097,940 (2016: ?94,950,827), and a profit before tax of ?7,047,395 (2016: ?8,607,018) for the year. The Company has net assets of ?37,547,001 (2016: ?57,102,535). Net cash inflow from continuing operating activities for 2017 was ?17,559,325 (2016: Outflow 1,499,346). Business environment The technology services market is highly skill based and the products and services offered to customers are tailored to meet the regulatory and commercial environment in which it operates. Strategy
The Company's overriding objective is to provide efficient, sustainable and quality technology services to the Barclays Group. ?
Future outlook The Directors consider the Company's balance sheet and cash flow position to be satisfactory and remain confident in the future business outlook.
Principal risks and uncertainties The management of the business and the execution of the Company's strategy are subject to a number of risks. The key business risks affecting the Company are set out below. Risks are formally reviewed by the Board and appropriate processes put in place to monitor and mitigate them.
Foreign exchange risk The Company is exposed to foreign exchange risk due to its international activities and the extent of its foreign currency assets. not matched by foreign currency borrowings in the same currency. Please refer to note 21e 'Foreign Currency Risk'.
Interest rate risk Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and /or reduced income from the Company's interest bearing financial assets and liabilities. Please refer to Note 21d for a detailed note on sensitivity analysis on the interest rate risk.
Credit risk Credit risk is the risk that counterparties to the Company's financial assets may default All income is derived from business transacted with Barclays Group, therefore credit risk is considered low.
Liquidity risk ? Liquidity risk is the risk that the Company's cash and committed facilities may be insufficient to meet its debts as they fall due. All business is transacted with Barclays Group, and as such the Company expects to have sufficient liquidity, as required, to.rneet its liabilities and obligations.
Barclays Group Operations Limited Strategic Report For the year ended 31 December 2017
Operational risk The ComPany's business is dependent on the ability of its branches to satisfactorily deliver technology 'services as required by Barclays Group. The Company requires the each branch to review its current and future work commitments and staffing and resource levels on a regular basis to ensure that it is able to meet the current and future demands on its services.
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 relevant business cluster, which includes the Company, is discussed in the Barclays PLC annual report available online (www.home.barclays/barclays-investor-relations/results-and-reports/annual-reports), which does not form part of this report.
Post balance sheet events In May 2018, a restructuring of the Company's Lithuania branch was announced. This is expected to result in a reduction in the scale. of the branch's operations and is part of a wider strategy being implemented across the Barclays group to co-locate core infrastructure functions.

FOR AND ON BEHALF OF THE BOARD

Director Date: 27 June 2018 Company Number: 6577136

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF

Opinion We have audited the financial statements of Barclays Group Operations Limited ("the company")
the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity for the year then ended, and related notes including the summary of significant accounting policies and other explanatory information. 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
?have been properly prepared in accordance with International Financial Reporting Standards
?have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs
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 Going concern We are required to report to you if we have concluded that the use of the going concern basis of
doubt over the use of that basis for a period of at least twelve months from the date of approval of the financial statements. We have nothing to report in these respects. Strategic report and directors' report The directors are responsible for the strategic report and the directors' report. Our opinion on the
Our responsibility is to read the strategic report and the directors' report and, in doing so, consider
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'

?in our opinion the information given in those reports for the financial year is consistent with

?in our opinion those reports have been prepared in accordance with the Companies Act

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
?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
We have nothing to report in these respects. Directors' responsibilities As explained more fully in their statement set out on page 1, the directors are responsible for the preparation of the financial statements. They are also responsible for being satisfied that financial statements 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.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
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.

Sarah Ward for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 15 Canada Square London, E14 5GL United Kingdom 27th June 2018 Barclays Group Operations Limited

Sheet2 The accompanying notes on pages 13-35 form an integral part of the financial statements.

8.0 Barclays Group Operations Limited

Sheet3 The accompanying notes on pages 13-35 form an integral part of the financial statements.

9.0 Barclays Group Operations Limited

Sheet4 The financial statements on pages 8 to 35 were approved by the Board of Directors on 27 June 2018 and signed on its behalf by:

Director Date: 27 June 2018

10.0
Barclays Group Operations Limited

Directors Report 3

Directors' Report For the year ended 31 December 2016
The Directors present their annual report together with the audited financial statements of B'arclays Group Operations Limited (the 'Company') for the year ended 31 December 2016. Profit and dividends During the year the Company made a profit after tax of ?5,31 1,992 (2015: ?5,414,766). The Directors do not recommend the payment of a final dividend (2015: ?nil).
Directors The Directors of the Company who served during the year and up to the date of signing the financial statements are as shown below: Alastair Blackwell Peter Josse Peter McCabe Robin Dinning
Going Concern After reviewing the Company's performance projections, the available banking facilities and taking into account the support available from Barclays PLC, the Directors are satisfied that the Company has adequate access to resources to enable it 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.

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. 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 International Financial Reporting Standards (IFRSs) 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 7 to 31:
?the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates; and that all the accounting standards .which they consider to be applicable have been followed; and ?that the financial statements have been prepared on a 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.

1.0

Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Directors' Report For the year ended 31 December 2016 Financial risk management ? The?Company's activities are exposed to a variety of financial risks. The Company is required to follow the requirements of the Group ? risk management policies, which include specific guidelines on the management of foreign exchange, interest rate and credit risks, and advice on the use of financial instruments to manage them. The main financial risks that the Company is exposed to are outlined in Note 20. 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 31 December 2016 for the benefit of the then Di rectors.
At the date of this report, indemnity provisions are in force for the benefit of the Directors in relation to certain lasses and liabilities which may occur (or have occurred) in connection with their duties, powers or office.
Employee involvement
The Company maintains a regular programme of meetings in each of its regions and areas at which views and information are freely exchanged. In addition, regular meetings are held which are attended by the elected representatives of the staff and representatives of the Staff Union and Personnel Department.
Employment of disabled persons
The Company gives every consideration to applications, for employment from handicapped or disabled persons who are able to meet the requirements of the job. As far as possible, training, career development and promotion opportunities will be available to such persons. Where existing employees become disabled the Company makes every effort to continue to employ them.
Independent Auditors
PricewaterhouseCoopers 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 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 BEHALF OF THE BOARD

Robin Dinning Director Date: ri July 2017 Company number: 6577.136

2.0 Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Strategic Report For the year ended 31 December 2016

Principal activities and business review The principal activities of the Company are the Provision of technology services to the Barclays Group. The Company operates a subsidiary in China called Barclays Technology Centre (Shanghai) Company Limited (registered in China 'on 17 October 2008). The subsidiary meets the requirements of the Companies Act 2006 s.400: Exemption for a company included in EEA group financial statements fora larger group and has hence not been consolidated within Barclays Group Operations Limited's financial statements. 'The Company also operates branches outside the UK in Singapore (registered 6 May 2008), Lithuania (registered 10 November 2009,) South Africa (registered 1 April 2010) and Dallas, US (registered 13 April 2012). The principal business of the branches is the provision of information technology services (administrative and management support) to the Barclays Group.
Business performance
The results of the Company show revenue of ?94,950,827 (2015: ?91,254,524), an increase of ?3,696,303 from 2015, and a profit before tax of ?8,607,018 (2015: ?8,476,528) for the year. The Company has net assets of ?57,102,535 (2015: ?48,119,291). Net cash outflow from continuing operating activities for 2016 was ?1,499,346 (2015: Inflow ?11,002,880). The increase in key performance indicators is attributable to the growth of operations in Lithuania and South Africa offset by falling activity in Singapore and Dallas. During the financial year, the operations of of the Dallas branch have been reduced to low level following the announcement made in 2015 regarding the directors' intentions to close the operations of the Dallas branch. The movement in the currency translation reserve is mainly on account of weakening of Sterling currency post BREXIT.
Reduction in Capital of Subsidiary On 13 May, 2016, the Company's subsidiary in China, Barclays Technology Center (Shanghai) Company Limited, obtained approval from the China (Shanghai) Pilot Free Trade Zone Management Commission to reduce it's share capital by ? 5,500,000. As at the date of this report the subsidiary is still in the process of remitting the amount to it's parent, Barclays Group Operations Limited. Ownership Change As part of the Structural Reform Programme within Barclays, Barclays Services Limited acquired the 100% stake in the Company from Barclays Bank' PLC on 24 November, 2016.
Business environment The technology services market is highly skill based and the products and services offered to customers are tailored to meet the regulatory and commercial environment in which it operates. Strategy
The Company's overriding objective is to provide efficient, sustainable and quality technology services to the Barclays Group.
Future outlook Demand for IT services remains strong as Barclays Group Operations Limited's off-shore businesses continue, to grow. It is fully expected that these sites will complement the Group's strategic objectives in 2017 and the future. We remain confident that our current level of performance will be maintained in the future. Barclays Group Operations Limited REGISTERED NUMBER:.6577136 Strategic Report For the year ended 31 December 2016 Principal risks and uncertainties. The management of the business and the execution of the Company's strategy are subject to a number of risks. The key business risks affecting the Company are set out below. Risks are formally reviewed by the Board and appropriate processes put in place to monitor and mitigate them. Foreign exchange risk The Company is exposed to foreign exchange risk due to its international activities and the extent of its foreign currency assets not matched by foreign currency borrowings in the same currency. Please refer to note 20d 'Financial Risks'.
Interest rate risk . Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and /or reduced income from the Company's. interest bearing financial assets and liabilities. Please refer to Note 20c for a detailed note on sensitivity analysis on the interest rate risk.
Credit risk Credit risk is the risk that cOunterparties to the Company's financial assets may default. All income is derived from business transacted with Barclays Group, therefore credit risk is considered low.
Liquidity risk Liquidity risk is the risk that the Company's cash and committed facilities may be insufficient to meet its debts as they fall due. All business is transacted with Barclays Group, and as such the Company expects to have sufficient liquidity, as required, to meet its liabilities and obligations.
Operational risk The Company's business is dependent on the ability of its branches to satisfactorily deliver technology services as required by. Barclays Group. The Company requires the each branch to review its current and future work commitments and staffing and resource levels on a regular basis to ensure that it is able to meet the current and future demands on its services.
Key performance indicators The Board of Directors monitors progress on the overall strategy by reference to the following key performance indicators. Profit before tax Profit before tax was ?8,607,018 (2015: E8,476,528). The increase is due to growth in Lithuania and South Africa..
Revenue Revenue has increased from ?91,254,524, in 2015 to ?94,950,827 in 2016. Thisincrease is due to growth in Lithuania and South Africa offset by falling activity in Singapore and Dallas, US:
-Post balance sheet events
There have been no significant events since the balance sheet date.
FOR AND ON BEHALF OF THE BOARD

Robin Dinning Director . Date: lgiuly 2017 Company Number: 65771-36

4.0
Barclays Group Operations Limited REGISTERED NUMBER 6577136
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARCLAYS GROUP OPERATIONS LIMITED Report on the financial statements
Our opinion In our opinion, Barclays Group Operations 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 2016 and of its profit and cash flows for the year then ended; ?have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and ?have been prepared in accordance with the requirements of the Companies Act 2006.
What we have audited The financial statements, which are prepared by Barclays Group Operations Limited, comprise: ?the Balance Sheet as at 31 December 2016; ?the income statement and 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, 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 b'een prepared in accordance with applicable legal requirements. In addition, in light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatements in the Strategic Report and the Directors' Report. We have nothing to report in this respect.
Other matters on which we are required to report by exception
Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion; ?? we have not received all the information and explanations we require for our audit; or ?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or . the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
Internal Only
5.0
Barclays Group Operations Limited REGISTERED NUMBER: 6577136

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARCLAYS GROUP OPERATIONS 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 Directors' report and Strategic 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.

Luke Hanson (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and. Statutory Auditors London. , 2017
Internal Only
6.0
Barclays Group Operations Limited REGISTERED NUMBER: 6577136

Sheet2 The accompanying notes on pages 12-31 form an integral part of the financial statements.

7.0 Sheet3 The accompanying notes on pages 12-31 form an integral part of the financial statements.

8.0 Barclays Group Operations Limited REGISTERED NUMBER: 6577136

Sheet4 The financial statements on pages 7 to 31 were approved by the Board of Directors on 18 July 2017 and , signed on its behalf by:

Robin Dinning Director Date: iq July 2017

9.0 Barclays Group Operations Limited REGISTERED NUMBER: 6577136

Directors Report 4

Directors' Report For the year ended 31 December 2015

The Directors present their annual report together with the audited financial statements of Barclays Group Operations Limited (the `Company) for the year ended 31 December 2015.
Profit and dividends
During the year the Company made a profit after tax of ?5,414,766 (201.4: ?5,101,098). The Directors do not recommend the payment of a final dividend (2014: frill).
Directors
The Directors of the Company who served during the year and up to the date of signing the financial statements are as shown below:
Peter McCabe Peter Josse Robin Dinning Alastair Blackwell
Going Concern
After reviewing the Company's performance projections, the available banking facilities and taking into account the support available from Barclays Bank PLC, the Directors are satisfied that the Company has adequate access to resources to enable it 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.
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 Jaw the directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 accountingestimates that are reasonable and prudent; ?state whether applicable International Financial Reporting Standards (IFRSs) as adopted by the European Union, 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.

1.0

Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Directors' Report For the year ended 31 December 2015

Statement of Directors' responsibilities (continued)
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.
The Directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination .of financial statements may differ from.legislation in other jurisdictions.
Financial instruments
Barclays financial risk management objectives and policies, which are followed by the Company, including the policy for hedging each major type of forecasted transaction for which hedge accounting is used, and the exposure to market risk, foreign currency risk, credit risk and liquidity risk are set out in Note 20 'Financial Risks'.
Directors third party indemnity provisions
Qualifying third party indemnity provisions (as defined by section 234 of the Companies Act 2006) 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, none are in force for the benefit of the Directors in relation to certain losses and liabilities which may occur (or have occurred) in connection with their duties, powers or office.
Employee involvement
The Company maintains a regular programme of meetings in each of its regions and areas at which views and information are freely exchanged. In addition, regular meetings are held which are attended by the elected representatives of the staff and representatives of the Staff Union and Personnel Department.
Employment of disabled persons
The Company gives every consideration to applications for employment from handicapped or disabled persons who are able to meet the requirements of the job. As far as possible, training, career development and promotion opportunities will be available to such persons.
?Where existing employees become disabled the Company makes every effort to continue to employ them.
Pillar 3 disclosures
In accordance with the rules of the Financial Conduct Authority and/or Prudential Regulation Authority, the Company's parent, Barclays Bank PLC has published information on its risk management objectives and policies and on its regulatory capital requirements and resources. This information is available at http://www.barclays.com/barclays-investor-relations/results-and-reports/annual-reports.html.,which does not form part of this report.
Independent Auditors
PricewaterhouseCoopers LLP will continue to hold office in accordance with Section 487 of the Companies Act 2006.
2.0
Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Directors' Report For the year ended 31 December 2015

Change of Name
During the financial year the name of the Company was changed to 'Barclays Group Operations Limited' from 'Barclays Technology Centre Limited' effective 13 November 2015
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
ON BEHALF OF THE BOARD

Robin Dinning Director Date: 27 June, 2016

3.0 Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Strategic Report For the year ended 31 December 2015
Principal activities and business review
The principal activity of the Company is the provision of technology services to the Barclays Group. The Company operates a subsidiary in China called Barclays Technology Centre (Shanghai) Company Limited (registered in China on 17 October .2008). The subsidiary meets the requirements of the. Companies Act 2006 s.400: Exemption for a company included in EEA group financial statements for a larger group and has hence not been consolidated within Barclays Group Operations Limited's financial statements. The Company also operates branches outside the UK in Singapore (registered 6 May 2008), Lithuania (registered 10 November 2009,) Sciuth Africa (registered 1 April 2010) and Dallas, US (registered 13 April 2012). In order to continue to achieve the business objectives the Directors continually review current financial performance and efficiency of its products. As a result of this assessment in March 2016 the Directors announced their intention to close the US Dallas branch and this is expected to be completed towards Q4 2016.
The principal business of the branches is the provision or information technology services (administrative and management support) to the Barclays Group.
Business performance
The results of the Company show a revenue of ?91,254,524 (2014: ?92,691,752), a decrease of ?1,437,228 from 2014, and a profit before tax of ?8,476,528 (2014: ?8,282,953) for the year. The Company has net assets of ?48,119,291 (2014: ?44,051,820). Net cash inflow from continuing operating activities for 2015 was ?1 1,002,880 (2014: ?1,193,580).
The increase in key performance indicators is attributable to the growth of operations in South Africa and Lithuania offset by falling activity in Singapore.
Business environment
The technology services market is highly competitive, with competition from both incumbent players and new market entrants.
The products and services offered to customers are tailored to meet the regulatory and commercial environment in which it operates.
Strategy , The Company's overriding objective is to provide efficient, sustainable and quality technology services to the Barclays Group.
The Company aims to achieve its objectives by endorsing its parent company principles through the Barclays Group values.
Future outlook
Demand for IT services remains strong as Barclays Group Operations Limited's off-shore businesses continue to grow. It is fully expected that these sites will complement the Parent's strategic objectives in 2016 and the future. We remain confident that our current level of performance will be maintained in the future. Principal risks and uncertainties
The management of the business and the execution of the Company's strategy are subject to a number of risks. The key business risks affecting the Company are set out below. Risks are formally reviewed by the Board and appropriate processes put in place to monitor and mitigate them.
4.0
Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Strategic Report For the year ended 31 December 2015
Principal risks and uncertainties (continued)
Foreign exchange risk The Company is exposed to foreign exchange risk due to its international activities and the extent of its foreign currency assets not matched by foreign currency borrowings in the same currency. Please see note 20 'Financial Risks'.
Interest rate risk Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and /or reduced income from the Company's interest bearing financial assets and liabilities.
Credit risk Credit risk is the risk that counterparties to the Company's financial assets may default. All income is derived from business transacted with Barclays Group.
Liquidity risk Liquidity risk is the risk that the Company's cash and committed facilities may be insufficient to meet its debts as they fall due. All:business is transacted with Barclays Group, and as such the Company expects to have sufficient liquidity, as required, to meet its liabilities and obligations.
Operational risk The Company's business is dependent on the ability of its branches to satisfactorily deliver technology services as required by Barclays Group. The Company requires the branch to review its current and future work commitments and staffing and resource levels on a regular basis to ensure that it is able to meet the current and future demands on its services.
Key performance indicators
The Board of Directors monitors progress on the overall strategy by reference to the following key performance indicators.
Profit before tax Profit before tax was ?8,476,528 (2014: ?8,282,953). The increase is due to growth in South Africa, Lithuania and Dallas, US.
Income Income has marginally decreased from ?92,691,752, in 2014 to ?91,254,524 in 2015. This decrease is due to falling activity in Singapore offset by growth in South Africa, Lithuania and Dallas, US.
Post balance sheet events
In order to continue to achieve the business objectives the Directors continually review current financial performance and efficiency of its products. As a result of this assessment in March 2016 the Directors announced their intention to close the US Dallas branch and this is expected to be completed towards Q4 2016. There have been no other significant events since the balance sheet date.
5.0 ON BEHALF OF THE BOARD

R bin Dinning Director Date: 27 June, 2016

Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Independent Auditors' Report For the year ended 31 December 2015

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARCLAYS GROUP OPERATIONS LIMITED (FORMERLY KNOWN AS BARCLAYS TECHNOLOGY CENTRE LIMITED) Report on the financial statements Our opinion
In our opinion, Barclays Group Operations 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 its profit and cash flows for the year then ended; .? have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and ?have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited
The financial statements, which are prepared by Barclays Group Operations Limited, comprise: ?the Balance Sheet as at 31 December 2015; ?the income statement and 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 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.

6.0

Barclays Group Operations Limited REGISTERED NUMBER: 6577136 Independent Auditors' Report For the year ended 31 December 2015 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARCLAYS GROUP OPERATIONS LIMITED (FORMERLY KNOWN AS BARCLAYS TECHNOLOGY CENTRE LIMITED) (continued)
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 Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.' Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ('ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the parent company's members as a body in accordance with Chapter 3 of Part 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 (U.K & 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 Directors' report and Strategic 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.

Luke Hanson (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 3c> goie
7.0
Barclays Group Operations Limited REGISTERED NUMBER: 6577136

Directors Report 5

Director's Report Year Ended 31st December 2014 The Directors present their annual report together with the audited financial statements of Barclays Technology Centre Limited (the 'Company') for the year ended 31 December 2014.
Profit and dividends
During the year the Company made a profit after tax of ?5,101,098 (2013: ?6,213,633). The .Directors do not recommend the payment of a final dividend (.2013: End).
Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial statements together:with their dates of appointment and resignation, where appropriate, are as shown below:
Peter McCabe Peter Josse Robin Dinning Alastair Blackwell Konrad Kelling Ignacio Alfredo Vera

(Appointed 11 June 2014)
(Resigned 11 June 2014) (Resigned 31 January 2014) Going Concern
After reviewing the Company's performance projections, the available banking facilities and taking into account the support available from Barclays Bank PLC, the Directors are satisfied that the Company has adequate access to resources to enable it 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.
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 International Financial Reporting Standards (IFRSs) as adopted by the European Union and interpretations (IFRICs), issued by the Interpretations Committee, as published 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. 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union ,and IFRSs as issued. by the International Accounting Standards Board (IASB), 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.

1.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Director's Report Year Ended 31s, December 2014

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:
The Directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions
Financial instruments
Barclays financial risk management objectives and policies, which are followed by the Company, including the policy for hedging each major type of forecasted transaction for which hedge accounting is used, and the exposure to market risk, credit risk and liquidity risk are set out in Note 21 'Financial Risks'.
Directors third party indemnity provisions
No 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, none are in force for the benefit of the Directors in relation to certain losses and liabilities which may occur (or have occurred) in connection with their duties, powers or office.
Employee involvement
The Company maintains a regular programme of meetings in each of its regions and areas at which .views and information are freely exchanged. In addition, regular meetings are held which are attended by the elected representatives of the staff and representatives of the Staff Union and Personnel Department.
Employment of disabled persons
The Company gives every consideration .to applications for employment from handicapped or disabled persons who are able* to meet the requirements of the job. As far as possible, training, career development and promotion opportunities will be available to such persons.
Where existing employees become disabled the Company makes every effort to continue to employ them.
Pillar 3 disclosures
In accordance with the rules of the Financial Conduct Authority and/or Prudential Regulation Authority, the Company's parent, Barclays Bank PLC has published information on its risk management objectives and policies and on its regulatory capital requirements and resources. This information is available at http://www. barclaystom / barclays-investor- relations/resultsand-reports/ann ual-reports.html.,which does not form part of this report.
Independent Auditors
PricewaterhouseCoopers LLP will continue to hold office in accordance with 'Section 487 of the Companies Act 2006
Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Director's Report Year Ended 310 December 2014

Statement of disclosure of information to auditors
In accordance with Section 418, Directors' confirm that, in the case of each Director in office at the date the Directors' Report is approved, 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.he has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
BY ORDER OF THE BOARD

Peter McCabe Director Datelune 2015_

3.0
Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Strategic Report Year Ended 310 December 2014

Principal activities and business review
The principal activity of the Company is the provision of technology services to the Barclays Group. The Company operates a subsidiary in China called Barclays Technology Centre (Shanghai) .Company Limited (registered. in China on 17 October 2008). The subsidiary meets the requirements of the Companies Act 2006 5.400: Exemption for a company included in LEA group financial statements for a larger group and has hence not been consolidated within Barclays Technology Centre Limited's financial statements. The Company also operates branches outside the UK in Singapore (registered 6 May 2008), Lithuania (registered 10 November 2009,) South Africa (registered 1 April 2010) and Dallas, US (registered 13 April 2012).
The principal business of the branches is the provision of information technology services (administrative and management support) to the Barclays Group.
Business performance
The results of the Company show a revenue of ?92,691,752 (2013: ?85,418,759), an increase of ?7,272,993 from 2013, and a profit before tax of18,282,953 (2013:17,888,716) for the year. The. Company has net assets of ?44,051,820 (2013: ?39,567,955). Net cash, inflow from continuing operating activities for 2014 was ?1,193,580 (2013: ?15,289,057).
The increase in key performance indicators is attributable to.the growth of operations in Lithuania and Dallas, US offset by falling activity in Singapore.
Business environment
The technology services market is highly competitive, with .competition from both incumbent players and new market entrants.
The products and .services offered to customers are tailored to meet the regulatory and commercial environment in which it operates.
Strategy
The Company's overriding objective is to provide efficient, sustainable and quality technology serVices to the Barclays Group.
The Company aims to achieve its objectives by endorsing its parent company principles through the Barclays Group values.
Future outlook
Demand for IT services remains strong as Barclays Technology Centre Limited's off-shore businesses continue to grow. It is fully expected that these sites will complement the Parent's strategic objectives in 2015 and the future.
We remain confident that our current level of performance will be maintained in .the future.

4.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Strategic Report Year Ended 310 December 2014

Principal risks and uncertainties
The management of the business and the execution of the Company's strategy are subject to a number of risks. The key business risks affecting the Company are set out below. Risks are formally reviewed by the Board and appropriate processes put in place to monitor and mitigate them..
Foreign exchange risk , The Company is exposed to foreign exchange risk due to its international activities and the extent of its foreign currency assets not matched by foreign currency borrowings in the same currency. Please see note 20 'Financial Risks'.
Interest rate risk Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and /or reduced income from the Company's interest bearing financial assets and liabilities.
Credit risk Credit risk is the risk that .counterparties to the Company's financial assets may default. All inco'me is derived from business transacted with Barclays Group.
Liquidity risk Liquidity risk is the risk that the Company's cash and committed facilities may be insufficient to meet its debts as they fall due. All business is transacted with Barclays Group, and as such the Company expects to have sufficient liquidity, as required, to meet its liabilities and obligations.
Operational risk The Company's business is dependant on the ability of its branches to satisfactorily deliver technology services as required by Barclays Group. The Company requires the, branch to review its current and future work commitments and staffing and resource levels on a regular sbasis to ensure that it is able to meet the current and future demands on its services.

Key performance indicators
The Board of Directors monitors progress on the overall strategy by reference to the following key performance indicators.
Profit before tax Profit before tax was ?8,282,953 (2013: ?7,888,716). The increase is due to growth in Lithuania and Dallas, US.
Income Income has increased from ?85,418,759, in 2013 to ?92,691,752 in 2014. This increase is due to growth in Lithuania and Dallas, US. Results arid dividends ? During the year the Company made a profit ...after taxation of ?5,101,098 (2013: ?6,213,633). The Directors do not recommend the payment of a dividend (2013: Enil).

5.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Strategic Report Year Ended 31s' December 2014

Post balance sheet events
There have been no significant events since the balance sheet date.
BY ORDER OF THE BOARD

Peter McCabe Director Date:2..5 June 2015

6.0
Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Independent Auditor's Report Year Ended 31st December 2014

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARCLAYS TECHNOLOGY CENTRE LIMITED Report on the financial statements Our opinion
In our opinion,'Barclays Technology Centre 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 profit and cash flows for the year then ended; ?have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs"); and ?have been prepared in accordance with the requirements of the Companies Act 2006.
What we have audited
'? ^ The financial statements, which are prepared by Barclays Technology Centre Limited, comprise: ?Balance Sheet as at 31 December 2014; ?Income Statement and 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 their preparation is applicable law and IFRSs.
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.
7.0
Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 ? Independent Auditor's Report Year Ended 31st December 2014
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 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 International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements.,are free from material misstatement, whether caused by fraud or error. This includes an assessment of:
?whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; ?the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. .
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non'-financial information in the Directors' Report and Strategic 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.

Luke Hanson Hanson (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2015-06-16 00:00:00

8.0 Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 ?

Directors Report 6

Directors' Report Year ended 31 December 2013
The Directors present their annual ?report together with the audited financial statements of Barclays Technology Centre Limited (the 'Company') for the year ended 31 December 2013.
Profit and dividends
During the year the Company made a profit after tax of ?6,213,633 (2012: ?4,861,694). The Directors do not recommend the payment of a final dividend (2012: Enil).
Directors
The Directors of the Company who were in office during the year and up to the date of signing the financial statements together with their dates of appointment and resignation, where appropriate, are as shown below:
Peter McCabe Peter Josse Shaygan Kheradpir Ignacio Alfredo Vera Alastair Blackwell Konrad Kelling Robin Dinning
Going Concern
(Appointed 21 November 2013)
(Resigned 31 January 2014) (Appointed 4 February 2014) ?(Resigned 11 June 2014) ?(Appointed 11 June 2014)

After reviewing the Company's performance projections, the available banking facilities .and taking into account the support available from Barclays Bank PLC, the Directors are satisfied that . the Company has adequate access to resources to enable it 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.
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 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. 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union ,and IFRSs as issued by the International Accounting Standards Board (IASB), ,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.

1.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Directors: Report Year ended 31 December 2013
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.
The Directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Financial instruments
Barclays financial risk management objectives and policies, which are followed by the Company, including the policy for hedging each major type of forecasted transaction for which hedge accounting is used, and the exposure to market risk, credit risk and liquidity risk are set out in Note 21 'Financial Risks'.
Directors third party indemnity provisions
No 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, none are in force for the benefit of the Directors in relation to certain losses and liabilities which may occur (or have occurred) in connection with their duties, powers or office.
Employee involvement
The Company maintains a regular programme of meetings in each of its regions and areas at which views and information are freely exchanged. In addition, regular meetings are held which are attended by the elected representatives of the 'staff and representatives of the Staff Union and Personnel Department.
Employment of disabled persons
The Company gives every consideration to applications for employment from handicapped or disabled persons who are able to meet the requirements of the job. As far as possible, training, career development and promotion opportunities will be available to such persons.
Where existing employees become disabled the Company makes every effort .to continue to employ them.
Pillar 3 disclosures
In accordance with the rules of the Financial Conduct Authority and/or Prudential Regulation Authority, the Company's parent, Barclays Bank PLC has published information on its risk management objectives and policies and on its regulatory capital requirements and resources. This information is available at http://www.barclays.com/barclays-investor-relations/results- and-reports/an nual-reposts.htm I.
Independent Auditors
PricewaterhouseCoopers LLP will continue to hold office in accordance.with Section 487 of the Companies Act 2006.
2.0
Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Directors' Report Year ended 31 December 2013

Statement of disclosure of information to auditors
In accordance with Section 418, Directors' confirm that, in the case of each Director in office at the date the Directors' Report is approved, that:
(a)so far as the Director is aware, there is no relevant audit information of which the

(b)he has taken all the steps that he ought to have taken as a Director in order to make
auditors are aware of that information.
- BY ORDER OF THE BOARD

Peter McCabe Director Date: 17 June 2014

3.0 Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Strategic Report ? Year ended 31 December 2013
Principal activities and business review
The principal activity of the Company is the provision of technology services to the Barclays Group. The Company operates a subsidiary in China called Barclays Technology Centre (Shanghai) Company Limited (registered in China on 17 October 2008). The subsidiary meets the requirements of the Companies Act 2006 s.400: Exemption for a company included in EEA group financial statements for a larger group and has hence not been consolidated within Barclays Technology Centre Limited's financial statements. The Company also operates branches outside the UK in Singapore (registered 8 May 2008), Lithuania (registered 10 November 2009,) South Africa (registered 1 April 2010) and Dallas, US (registered 13 April 2012).
The principal business of the branches is the provision of information technology services (administrative and management support) to the Barclays Group.
Business performance
The results of the Company show a revenue of ?85,418,759 (2012: ?60,457,977), an increase of ?24,960,782 from 2012, and a profit before tax of ?7888,716 (2012: ?6,270,070) for the year. The Company has net assets of ?39,567,955 (2012: ?36,630,236). Net cash inflow from continuing operating activities for 2013 was ?15,289,057 (2012: ?4,184,793).
The increase in key performance indicators is attributable to the growth of operations in Lithuania and Dallas, US.
Business environment
The technology services market is highly ? competitive, with competition frOm both incumbent players and new market entrants.
The products and services offered to customers are ?tailored to meet the regulatory and commercial environment in which it operates.
Strategy
The Company's overriding objective is to provide efficient, sustainable and quality technology services to the Barclays Group.
The Company aims to achieve its objectives by endorsing its parent company principles through the Barclays Group values.
Future outlook
Demand for IT services continues to grow as Barclays Technology Centre Limited's off-shore businesses expand. It is expected that the new branch in the US will complement this growth in 2014 and the future.
We remain confident that our current level of performance will be maintained in the future.
Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Strategic Report Year ended 31 December 2013
Principal risks and uncertainties
The management of the business and the execution of the Company's strategy are subject to a number of risks. The key business risks affecting the Company are set out below. Risks are formally reviewed by the Board and appropriate processes put in place to monitor and mitigate them.
Foreign exchange risk The Company is exposed to foreign exchange risk due to its international activities and the extent of its foreign currency assets not matched by foreign currency borrowings in the same currency. Please see note 21 'Financial Risks'.
Interest rate risk Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and /or reduced income from the Company's interest bearing financiaF assets and liabilities.
Credit risk Credit risk is the risk that counterparties to the Company's financial' assets may default. All ineome is derived from business transacted with Barclays Bank PLC Group.
Liquidity risk Liquidity risk is the risk that the Company's cash and committed facilities may be insufficient to meet its debts as they fall due. All business is transacted with Barclays Bank PLC Group, and as such the Company expects to have sufficient liquidity, as required, to meet its liabilities and obligations.
Operational risk The Company's business is dependant on the ability of its branches to satisfactorily deliver technology services as required by Barclays Bank PLC Group. The Company requires the branch to review its current and future work commitments and staffing and resource levels on a regular basis to ensure that it is able to meet the current and future demands on its services.
Key performance indicators
The Board of Directors monitors progress on the overall strategy by reference to the following key performance indicators.
Profit before tax Profit before tax was ?7,888,716 (2012: ?6,270,070). The increase is due to growth in Lithuania and Dallas, US.
Income Income has increased from ?60,457,977 in 2012 to ?85,418,759 in 2013. This increase is due to growth in Lithuania and Dallas, US.
Results and dividends During the year the Company made a profit after taxation of ?6,213,633 (2012: 4,861,694). The Directors do not recommend the payment of a dividend (2012: ?nil).

5.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Strategic Report Year ended 31 December 2013
Post balance sheet events
There have been no significant events since the balance sheet date.

BY ORDER OF THE BOARD

Peter McCabe ? Director Date: 17 June 2014 Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Independent Auditors Report - Year Ended-31 December 2013
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARCLAYS TECHNOLOGY CENTRE 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 profit and cash flows for the year then ended; ?have been properly prepared in accordance with International Financial Reporting Standards (IFRSs); 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 Barclays Technology Centre Limited, comprise: ?Balance Sheet as at 31 December 2013; ?Income Statement and 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 their preparation is applicable law and IFRSs as issued by the International Accounting Standards Board (IASB). 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 Directors' Report, Strategic Report and Financial Statements (the "Annual Report") to identify Material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

7.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Independent Auditors Report Year Ended 31 December 2013

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 disclosure's 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, 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.

Luke Hanson (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered AccOuntants and Statutory Auditors London 2014-06-19 00:00:00

8.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136

Directors Report 7

Directors' Report Year ended 31 December 2012

The Directors present their annual report together with the audited financial statements of Barclays Technology Centre Limited (the 'Company') for the year ended 31 December 2012
Principle activities and business review
The principal activity of the Company is the provision of technology services to the Barclays Group The Company operates two subsidiaries, one subsidiary is in China called Barclays Technology Centre (Shanghai) Company Limited (registered in China on 17 October 2008) and one is in South Africa called Barclays Africa Regional Office (Proprietary) Limited, registered in South Africa on 2 September 2011 (formerly Micawber 863 (Proprietary) Limited) Both subsidiaries meet the requirements of the Companies Act 2006 s400 Exemption for a company included in EEA group financial statements for a larger group and have hence not been

Directors Report 8

The Directors present their report together with the audited financial statements of Barclays

Business review and principal activities
The principal activity of the Company is the provision of technology services to the Barclays group
Centre (Shanghai) Company Ltd (registered in China on 17 October 2008) and one is in South Afnca known as Micawber 863 (Proprietary) Limited (registered in South Afnca on 2 September 2011, to be renamed Barclays Africa Regional Office (Proprietary) Ltd) Both subsidiaries meet the requirements of the Companies Act 2006 5400 Exemption for a company included in EEA group accounts for a larger group and has hence not been consolidated within Barclays Technology Centre Limited's accounts The Company also operates branches outside the UK in Singapore (registered 8 May 2008), Lithuania (registered io November 2009) and South Africa (registered 1 April 2010)
The principal business of the branches is the provision of information technology services

Business performance
The results of the Company show a revenue of ?87,890,433 (2010 a5,091,339), an increase of
Company has net assets of ?32,219,133 (2010 ?29,271,618) Net cash inflow from operating activities for 2011 was f13,967,433 (2010 ?12,862,863)
The increase in all key performance indicators are attributable to the development of operations in
expansion of Barclays Technology Centres
Future outlook
Demand for IT services continues to grow as Barclays Technology Centre Limited's off shored
demonstrated by the increase in revenue during the year It is expected that the new branch in the US will complement this growth in 2012 and future We remain confident that our current level of performance will be maintained in the future

The management of the business and the execution of the Company's strategy are subject to a
reviewed by the Board and appropriate processes put in place to monitor and mitigate them
Foreign exchange risk The Company is exposed to foreign exchange risk due to the extent of its foreign currency assets not matched by foreign currency borrowings in the same currency Please see note 21 on Financial risks
Interest rate risk Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and/or reduced income from the Company's interest bearing financial assets and liabilities
Credit risk Credit risk is the risk that counterparties to the Company's financial assets may default All income is derived from business transacted with Barclays Bank PLC
Directors' Report and Financial Statements Year ended 31 December 2011
Liquidity risk Liquidity risk is the risk that the Company's cash and committed facilities may be insufficient to meet
expects to have sufficient liquidity, as required, to meet its liabilities and obligations
Operational risk The Company's business is dependant on the ability of its branches to satisfactorily deliver
current and future work commitments and staffing and resource levels on a regular basis to ensure that it is able to meet the current and future demands on its services
Key performance indicators
The Board of Directors monitors progress on the overall strategy by reference to the following key

Profit before tax/ Rise in profit before tax Profit before tax was ?8,965,256 (2010 ?7,907,415)
Growth in income Income has grown from ?85,091,539 in 2010 to ?87,890,433 in 2011 This increase is in line with the Company's strategy and reflects the increasing demand for technology services in Lithuania and

Results and dividends During the year the Company made a profit after taxation of ?3,939,599 (2010 ?5,564,368) The Directors do not recommend the payment of a dividend (2010 f.-)
Post balance sheet events The Company set up and registered a branch in Texas, US, on 13 April 2012, named Barclays
information technology services (administrative and management support) to the Barclays Group from the United States
Directors The Directors of the Company, who served dunng the year, together with their dates of appointment and resignation, where appropriate, are as shown below
Ignacio Alfredo Vera
Peter McCabe James Ditmore Derek Thomas Hubbard
David Andrew SkiIlen
(appointed 22 July 2011)
(resigned 12 August 2011) (resigned 26 July 2011) (resigned 31 October 2011) (resigned i January 2011) In addition, Konrad Kelling was appointed as a Director on 17 February 2012

Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in

Company law requires the directors to prepare financial statements for each financial year Under

3.0

Barclays Technology Centre Limited REGISTERED NUMBER 6577136 Directors' Report and Financial Statements Year ended 31 December loll
Financial Reporting Standards (IFRSs) as adopted by the European Union 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union 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
Directors third party indemnity provisions
No qualifying third party indemnity provisions were in force during the course of the financial year ended 31 December 2011 for the benefit of the then Directors and, at the date of this report, none are in force for the benefit of the Directors in relation to certain losses and liabilities which may occur (or have occurred) in connection with their duties, powers or office
Employee involvement
The Company maintains a regular programme of meetings in each of its regions and areas at which views and information are freely exchanged In addition, regular meetings are held which are attended by the elected representatives of the staff and representatives of the Staff Union and Personnel Department Employees of the Company are eligible to participate in Barclays PLC Sharesave Scheme and the Barclays PLC Sharepurchase Plan
Employment of disabled persons
The Company gives every consideration to applications for employment from handicapped or disabled persons who are able to meet the requirements of the job As far as possible, training, career development and promotion opportunities will be available to such persons
Where existing employees become disabled the Company makes every effort to continue to employ them

Statement of disclosure of information to auditors
In accordance with Section 418, directors' confirm that, in the case of each director in office at the date the directors' report is approved, that
(a) so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

4.0

Barclays Technology Centre Limited REGISTERED NUMBER: 6577136 Directors' Report and Financial Statements Year ended 31 December 2011
(b) he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

By order of the Board For and on behalf of Barclays Technology Centre Limited

A Peter McCabe Director Date 26/06/12

5.0 Barclays Technology Centre Limited REGISTERED NUMBER 6577136 Independent Auditor's Report Year ended 31 December 2011
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF BARCLAYS TECHNOLOGY CENTRE

We have audited the financial statements of Barclays Technology Centre Limited for the year
income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flow, the Accounting Policies and the related notes The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors' responsibilities set out on page 4, the
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
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
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 31 December 2011 and of its
?have been properly prepared in accordance with IFRSs as adopted by the European Union,
?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

6.0
Barclays Technology Centre Limited REGISTERED NUMBER 6577136 Independent Auditor's Report Year ended 31 December 2011 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

(e,,._ L .t._ Darren Meek (Senior Statutory Auditor) for and on behalf of PncewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London, Date 26thJune 2012

7.0 Barclays Technology Centre Limited REGISTERED NUMBER 6577136

Directors Report 9

The Directors present their report together with the audited financial statements of Barclays Technology Centre Limited for the year ended 31 December 2010.
Business review and principal activities
The principal activity of the Company is the provision of technology services to the Barclays group. The company operates a subsidiary in China known as Barclays Technology Centre (Shanghai) Company Ltd (registered in China on 17 October 2008) This subsidiary meets the requirements of the Companies Act 2006 s 400. Exemption for a company included in EEA group accounts for a larger group and has hence not been consolidated within Barclays Technology Centre Limited's accounts. The Company also operates branches outside the UK in Singapore (registered 8 May 2008) and Lithuania (registered io November 2009).
The Lithuanian branch became operational on 1 January 2010 In addition, BTC Ltd registered an operational branch in South Africa, known as BTC South Africa Ltd on 1 April 2010 by acquiring the South African Technology Division from an existing Barclays Group Company The business assets were acquired for ZAR 146,536,238, satisfied by the issue of 13,227,900 shares of El each, issued to Barclays Bank PLC. Management opted to acquire net assets at book value and hence no goodwill was recognised
The principal business of the branches is the provision of information technology services (administrative and management support) to the Barclays Group
Business performance
The results of the Company show a revenue of ?85,091,539 (2009. 43,821,378), an increase of ?41,270,161 in the year, and a profit before tax of ?7,907,415 (2009 ?3334,580) for the year. The Company has net assets of ?29,271,618 (2009. ?8,426,500) Net cash inflow from operating activities for 2010 was ?13,083,837 (2009. ?4,396,321).
The increase in all key performance indicators are attributable to the commencement of operations in South Africa and Lithuania in the year, representing the global expansion of Barclays Technology Centres
Future outlook
Demand for IT services continues to grow as Barclays Technology Centre Ltd's off shored businesses expand and embed their processes in Shanghai, Singapore, Lithuania and South Africa, demonstrated by the increase in revenue during the year. We remain confident that our current level of performance will be maintained in the future. Principal risks and uncertainties
The management of the business and the execution of the Company's strategy are subject to a number of risks The key business risks affecting the Company are set out below Risks are formally reviewed by the Board and appropnate processes put in place to monitor and mitigate them
Foreign exchange risk The Company is exposed to foreign exchange risk due to the extent of its foreign currency assets not matched by foreign currency borrowings in the same currency. Please see note 21 on Financial risks.
Interest rate risk Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and /or reduced income from the Company's interest bearing financial assets and liabilities. Barclays Technology Centre Limited REGISTERED NUMBER. 6522136 Directors' Report and Financial Statements Year ended 31 December 2010 ?

Credit risk Credit risk is the risk that counterparties to the Company's financial assets may default. All business is transacted with Barclays Bank PLC.
Liquidity risk Liquidity risk is the risk that the Company's cash and committed facilities may be insufficient to meet its debts as they fall due All business is transacted with Barclays Bank PLC, and as such the Company expects to have sufficient liquidity, as required, to meet its liabilities and obligations.
Operational risk The Company's business is dependant on the ability of its branches to satisfactorily deliver technology services as required by Barclays Bank PLC The Company requires the branch to review its current and future work commitments and staffing and resource levels on a regular basis to ensure that it is able to meet the current and future demands on its services.
Key performance indicators
The Board of Directors monitors progress on the overall strategy by reference to the following key performance indicators
Profit before tax/ Rise in profit before tax Profit before tax was ?2,907,415 (2009 ?1334,580
Growth in income Income has grown from ?43,821,328 in 2009 to ?85,091,539 in 20io This increase is in line with the Company's strategy and reflects the increasing demand for technology services in Singapore and ETC Ltd's expanses into Lithuania in 1 January and South Africa on ist April 2010
Results and dividends During the year the Company made a profit after taxation of ?5,564,368 (2009 ?2,222,364) The Directors do not recommend the payment of a dividend (2009 MO.
Directors The Directors of the Company, who served during the year, together with their dates of appointment and resignation, where appropriate, are as shown below
Ah Boon Lee (resigned 15 September 2010) James Ditmore Derek Thomas Hubbard (resigned 15 September 2010) (Alternate Director to Ah Boon Lee) Derek Thomas Hubbard (appointed 1 October 2010) (Alternate Director to Ignacio Alfredo Vera) Daniel William Jones David Andrew SkiIlen Ignacio Alfredo Vera (appointed oi October 2010)

3.0
Barclays Technology Centre Limited REGISTERED NUMBER 6577136 Directors Report and Financial Statements Year ended 31 December 2010

Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in

Company law requires the directors to prepare financial statements for each financial year Under
Financial Reporting Standards (IFRSs) as adopted by the European Union 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 International Financial Reporting Standards (IFRSs) as adopted
and explained in the financial statements, ?prepare the financial statements on the going concern basis unless it is inappropriate to

The directors are responsible for keeping adequate accounting records that are sufficient to show
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
In accordance with Section 418, directors' confirm that, in the case of each director in office at

(a)so far as the director is aware, there is no relevant audit information of which the

(b)he has taken all the steps that he ought to have taken as a director in order to make
auditors are aware of that information

4.0

y order oft For and on b e Bo rd alf o rc s Te
nology Centre Ltd lim D more Dir tor Da e 22nd June 2011 Barclays Technology Centre Limited REGISTERED NUMBER 6577136 Independent Auditor's Report Year ended 31 December 2010
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF BARCLAYS TECHNOLOGY CENTRE

We have audited the financial statements of Barclays Technology Centre Limited for the year
income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flow, the Accounting Policies and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (I FRSs) as adopted by the European Union
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors' responsibilities set out on page 4, the
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
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
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 December 2010 and of its
?have been properly prepared in accordance with I FRSs as adopted by the European Union;
?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matters prescribed by the Companies Act wo6 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

5.0

Barclays Technology Centre Limited REGISTERED NUMBER 6577136 Independent Auditor's Report Year ended 34 December zoio

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 Darren Meek (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London, Date* 27nd June 2011

6.0

Barclays Technology Centre Limited REGISTERED NUMBER 6577136

Directors Report 10

The Directors present their report together with the audited financial statements of Barclays Technology Centre Limited (formerly Barclays Technology Centre Singapore Limited) for the year ended 31 December 2009
Business review and principal activities
Barclays Technology Centre Limited was previously known as Barclays Technology Centre Singapore Limited until 14 September 2009 The principal activity of the Company is the provision of technology services to the Barclays group In 2009. Barclays Technology Centre Limited invested ?840,000 in its subsidiary Barclays Technology Centre (Shanghai) Company Limited (registered in China on 17 October 2008) This subsidiary meets the requirements of the Companies Act 2006 s 400 Exemption for a company included in EEA group accounts for a larger group and has hence not been consolidated within Barclays Technology Centre Limited's accounts The Company also operates branches outside the UK in Singapore (registered 8 May 2008) and Lithuania (registered 10 November 2009)
The Lithuanian branch did not become operational until 1 January 2010 and as such did not conduct any business activities during the year All of the costs incurred and contracts entered into in setting up the branch were borne and/or entered into by Barclays Bank PLC, the ultimate parent of the company From 1 January 2010. the costs of operating the branch are borne by the Company
Business performance
The results of the Company show a revenue of ?43,821.378 (2008 ?3,669,911), an increase of ?40,151.467 in the year, and a profit before tax of ?3,334.580 (2008: ?308,595) for the year The Company has net assets of ?8.426.500 (2008' ?407,889) Net cash inflow from operating activities for 2009 was ?4,396,321 (2008 ?8.244.555)
Future outlook
Demand for IT services continues to grow as Barclays Technology Centre Ltd's businesses expand and embed their processes in Shanghai. Singapore and Lithuania, demonstrated by the increase in revenue during the year We remain confident that our current level of performance will be maintained in the future. Principal risks and uncertainties
The management of the business and the execution of the Company's strategy are sub)ect to a number of risks The key business risks affecting the Company are set out below Risks are formally reviewed by The Board and appropriate processes put in place to monitor and mitigate them.
Foreign exchange risk The Company is exposed to foreign exchange risk due to the extent of its foreign currency assets not matched by foreign currency borrowings in the same currency Please see note 21 on Financial risks
Interest rate risk Interest rate risk is the possibility that changes in interest rates will result in higher financing costs and/or reduced income from the Company's interest bearing financial assets and liabilities

2.0

Barclays Fechnologi, Centre Limited REGISTERED NUMBER 6577136 Dii eiims' Remo t and Financial Statements Year ended 31 December 2009
Operational risk 'I he Company's business is dependant on the ability to of its branch satisfactorily deliver technology services as required by Barclays Bank PLC The Company requires the branch to review its current and future work commitments and staffing and resource levels on a regular basis to ensure that it is able to meet the current and future demands on its services
Key pert ormance indicators
The Board of Directors monitors progress on the overall strategy by reference to the following key performance indicators
Pt out before tax/ Rise in pi ofit before tax Profit before tax was ?3,334,580 (2008 ?308,595)
Grow th in income Income has grown from ?3,669,911 in 2008 to ?43,821,378 in 2009 This increase is in line with the Company's strategy and reflects the increasing demand for technology services in Singapore from Barclays Bank PLC
Results and dividends During the } ear the Company made a profit after taxation of ?2,277,364 (2008 ?209,063) 1 he Directors do not recommend the payment of a dividend (2008 EMIL)
Du ector s The Directois of die Company who served during the year, together with their dates of appointment and resignation where appi opt rate, arc as shown below
Ah Boon Lee John Richard Carey
James Ditinort Giednus Dzckunskas
Derek I hornas I lubbard
Deiek Thomas Hubbard (Alternate Director to Ah Boon Lee) Daniel William Jones Maik Stewart Reem d Robert George Rickert David Audi ow S kil len (appointed 18 June 2009) (appointed 3 June 2009, resigned 7 October 2009) (appointed 25 September 2009) (appointed 15 September 2009, resigned 22 September 2009) (appointed 25 April 2008, resigned 15 October 2009) (appointed 29 September 2009)
(appointed 5 October 2009) (appointed 23 July 2009, resigned 7 October 2009) (appointed 25 April 2008, resigned 28 February 2009) (appointed 18 June 2009)

3.0

Barclays Technology Centre Limited REGISTERED NUMBER 6577136 Directors' Report and Financial Statements Year ended 31 December 2009
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 financial statements
The Directors are required by the Companies Act 2006 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 for the financial year The Directors have pi epared the financial statements in accordance with International Financial Reporting Standards (lFRS)s as published by the International Accounting Standards Board They are also in accordance with IFRSs as adopted by the European Union
The Directors consider that in preparing the financial statements on pages 7 to 37
?the Company has used appropriate accounting policies, consistently applied and supported by

?that all the accounting standards which they consider to be applicable have been followed, and
?that the financial statements have been prepared on a going concern basis
The Directors have responsibility for ensuring that Oa, Company keeps accounting iecoi ds which disclose with reasonable accuracy thc financial position of thc Company and which enable them to ensure the financial statements comply with the Companies Act 2006
The Directors have general responsibility for taking such steps as ace reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities
Auditors
PricewaterhouseCoopers LLP will continue to hold office in accordance with Section 487 of the Companies Act 2006
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
BY ORDER OF 'I HE BOARD For and on behalf of Barclays Technology Centre Limited

Frances Ishven For and on behalf of Barcosec Limited Company Secretary 25th June 2010

4.0

13ai elas s f cell nology Gent! e Limited REGISTERED NUMBER 6577136 Directors' Report and financial Statements Year ended 31 December 2009
INDEPENDEN1 AUDITOR'S REPORT TO 1 HE SHAREHOLDERS OF BARCLAYS TECHNOLOGY CENTRE LIMITED
We have audited the financial statements of I3arclays I cchnology Centre Limited for the year ended 31 December 2009, which compose the Income Statement and Statement of Comprehensive Income, the

Directors Report 11

The Directors present their report together with the audited financial statements of Barclays Technology Centre Singapore Limited (the "Company") for the period from the incorporation of the Company in the UK on 25 April 2008 to 31 December 2008.
Business review and principal activities
Barclays Technology Centre Singapore Limited was incorporated on 25 April 2008. The principal activity of the Company is the provision of technology services to the Barclays group. The Company registered a branch of its business in Singapore on 8 May 2008.
The results of the Company show a profit before taxation of ?308,595 for the period. Net cash inflow from operating activities was ?8,244,555.
Future Outlook Demand for IT services from the Company increased from the initial plans during the period. We remain confident that we will maintain our current level of performance in the 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 the Barclays PLC group, which include those of the Company, are discussed in the annual report of Barclays PLC 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 the annual report of Barclays PLC which does not form part of this report.
Results and dividends
During the period from incorporation on 25 April 2008 to 31 December 2008 the Company made a profit after taxation of ?209,063. The Directors do not recommend the payment of a dividend.
Directors
The Directors of the Company, who served during the period are as shown below:
Derek Thomas Hubbard Mark Stewart Record Barometers Limited Cheow Hoe Chan Robert George Rickert
Since the period end, the following changes have occurred:
Robert George Rickert resigned with effect from 28 February 2009 Richard John Carey was appointed with effect from 3 June 2009 Ah Boon Lee was appointed with effect from 18 lune 2009 David Skillen was appointed with effect from 18 lune 2009 (appointed 25 April 2008) (appointed 23 luly 2008) (appointed and resigned on 25 April 2008) (appointed 25 April 2008, resigned 1 December 2008) (appointed 25 April 2008)

Barclays Technology Centre Singapore Limited Financial statements for the period ended 31 December 2008 Auditor's report to the shareholders of Barclays Technology Centre Singapore Limited Statement of Directors' responsibilities
The following statement, which should be read in conjunction with the Auditors' Report set out on page 4 is made with a view to distinguishing for shareholders the respective responsibilities of the Directors and of the Auditors in relation to the financial statements.
The Directors are required by the Companies Act 1985 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 for the financial year.
The Directors consider that in preparing the financial statements on pages 5 to 20:
?the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and
?that all the accounting standards which they consider to be applicable have been followed, and
?that the financial statements have been prepared on a 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 1985.
The Directors 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.
Directors third party indemnity provisions
Qualifying third party indemnity provisions (as defined by section 234 of the Companies Act 2006) were accordingly in force during the course of the financial period ended 31 December 2008 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 may occur (or have occurred) in connection with their duties, powers or office.
Employee involvement
The Company maintains a regular programme of meetings in each of its regions and areas at which views and information are freely exchanged. In addition, regular meetings are held which are attended by the Human Resources Department.
Independent Auditors
PricewaterhouseCoopers will continue to hold office in accordance with Section 487 of the Companies Act 2006.
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.

State of Disclosure of Information to the 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.
BY ORDER OF THE BOARD For and on behalf of Barclays Technology Centre Singapore Limited
Company Secretary 2009-06-30 00:00:00
Barclays Technology Centre Singapore Limited Financial statements for the period ended 31 December 2008 Auditor's report to the shareholders of Barclays Technology Centre Singapore Limited
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARCLAYS TECHNOLOGY CENTRE SINGAPORE LIMITED
We have audited the financial statements of Barclays Technology Centre Singapore Limited (the "Company") for the period from 25 April 2008 to 31 December 2008 which comprise the Income Statement, the Balance Sheet, the Cash Flow Statement, the Statement of Recognised Income and Expense and the related notes. These financial statements have been prepared under the accounting policies set out therein.
Respective responsibilities of directors and auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and International Financial Reporting Standards (1196s) as adopted by the European Union and for being satisfied that the financial statements give a true and fair view 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). This report, including the opinion, has been prepared for and only for the company's members as a body in accordance with Sections 495 and 496 of the Companies Act 2006 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements have been properly prepared in accordance with the relevant financial reporting framework, have been prepared in accordance with the Companies Act 2006, and give a true and fair view. 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 adequate accounting records, if we have not received all the information and explanations we require for our audit, or if certain disclosures of directors' remuneration specified by law are not made.
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 financial statements.
Opinion In our opinion:
?the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
?the financial statements have been prepared in accordance with the Companies Act 2006;
the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2008 and of its profit and cash flows for the period then ended; and
?the information given in the Directors' Report is consistent with the financial statements.

Hemione Hudson (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors London 30 lune 2009

4.0
Barclays Technology Centre Singapore Limited Financial statements for the period ended 31 December 2008 Income statement and Statement of Recognised Income and Expenditure
Income Statement Notes For the financial period from 25 April 2008 to 31 December 2008 E Continuing operations:
Revenue 4 3,669,911 Direct expenses (1,361,042) Gross profit 2,308,869 Administrative expenses (1,967,499) Operating profit 6 341,370
Finance income Finance costs Finance costs-net 5.0 5.0 2830.0 -35605.0 -32775.0 5.0 Profit before tax 6 308,595
Tax 8 (99,532) Profit after tax 209,063

Statement of Recognised Income and Expenditure 2008 E Profit for the period 209,063 Currency translation differences 98,826 Total recognised income for the period 307,889

The accompanying notes form an integral part of these financial statements.

5.0 Barclays Technology Centre Singapore Limited As at 31 December 2008